21.11.2014

Cash deposit agreement between mFinance France S.A. and mBank S.A.

Current Report 

Drafted on:

11.21.2014

Current report No

107/2014

Abbreviated issuer’s name

mBank

Contents: 

With reference to current report no. 19/2014 dated 14 march 2014, concerning updated Eurobonds Issue Programme Agreement, the Management Board of mBank S.A. ("Bank") hereby announces that between the Bank and mFinance France S.A., (formerly BRE Finance France S.A.; the Bank's subsidiary, the Bank holds 99.97% of shares in the share capital of mFinance France S.A.), a cash deposit agreement was concluded on 20 November 2014 for an amount of EUR 495,615,000.00 (equivalent of PLN 2,089,265,032.50 at the NBP fixing rate of 20 November 2014).

The funds constituting the deposit comprise funds raised by mFinance France S.A. on 20 November 2014 from the issue of Eurobonds with a nominal value of EUR 500,000,000.00 (equivalent of PLN 2,107,750,000.00 at the NBP fixing rate of 20 November 2014) maturing in 2021 and will be used to back the guarantee issued by the Bank to secure the payment obligations arising from the Eurobonds. The interest on the Eurobonds is 2.00% p.a. The Eurobonds will be quoted on the stock exchange in Luxembourg.

The amount arising from the cash deposit agreement shall remain the property of the Bank until the Eurobonds are repaid in 2021. On an annual basis, the Bank will pay mFinance France S.A., the provider of the cash deposit, fixed interest and an additional repurchase premium amounting to EUR 4,385,000.00 (equivalent of PLN 18,484,967.50 at the NBP fixing rate of 20 November 2014).

The cash deposit agreement includes no conditions subsequent or precedent. The agreement provides for no contractual penalties.

The funds comprising the cash deposit will be used to finance the general banking operations of the Bank.

The value of the aforementioned agreement exceeds 10% of value of the Bank’s equity.

SIGNATURE OF THE PERSONS REPRESENTING THE COMPANY

Deputy Director of the Compliance Department

Maciej Mołdawa 21.11.2014