Legal basis: 

§ 17 Regulation (EU) No 596/2014 Of The European Parliament And Of The Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Contents: 

The Management Board of mBank S.A. with its registered office in Warsaw ("Bank") informs that on 25 August 2020 it adopted the resolution ("Resolution"), in which the Management Board agreed to:

1. the substitution of mFinance France (“mFinance”) by the Bank as the issuer in respect of the Notes (the “Substitution”). As a result of the Substitution, obligations of mFinance to the noteholders will be extinguished and replaced by identical obligations of the Bank to the noteholders.
2. The netting of payments between mFinance and mBank under the Substitution.

The Substitution will cover two series of notes ("Notes") issued by mFinance under the established programme for the issuance of debt securities with an aggregate principal amount up to EUR 3,000,000,000 (in words: three billion euro):

a) Series 5 notes of EUR 500,000,000 (in words: five hundred million euro) – an equivalent of PLN 2,195.75 million according to average NBP FX rate as at 25.08.2020 - issued on 26 November 2014, 2.000 per cent. fixed rate due on 26 November 2021, with ISIN code: XS1143974159 and listed on the regulated market run by the Luxembourg Stock Exchange (the “2021 Notes”). The outstanding principal amount of the 2021 Notes is equal to EUR 427,583,000 – an equivalent of PLN 1,877.73 million according to average NBP FX rate as at 25.08.2020; and

b) series 7 notes of CHF 200,000,000 (in words: two hundred million Swiss francs) – an equivalent of PLN 816.84 million according to average NBP FX rate as at 25.08.2020 - issued on 28 March 2017, 1.005 per cent. fixed rate due on 28 March 2023, with ISIN code: CH0359915433 and listed on the regulated market run by SIX Swiss Exchange (the “2023 Notes”).

The Substitution will be executed upon fulfillment of all actions required by law and relevant provisions in the Notes documentation, including those outlined in Condition 14 of the Notes.

The Substitution does not cover series 6 notes of EUR 500,000,000 (in words: five hundred million euro) – an equivalent of PLN 2,195.75 million according to average NBP FX rate as at 25.08.2020 - issued on 26 September 2016, 1.398% per cent. fixed rate due on 26 September 2020, with ISIN code: XS1496343986 and listed on the regulated market run by the Luxembourg Stock Exchange (the “2020 Notes”). The outstanding principal amount of the 2020 Notes is equal to EUR 464,822,000 – an equivalent of PLN 2,041.27 million according to average NBP FX rate as at 25.08.2020. The 2020 Notes will be redeemed by mFinance in accordance with terms and conditions of the issue on the maturity date.

Taking into consideration that: (i) the Bank agreed to fully guarantee to the holders of the Notes (the “Noteholders”) the due and timely payment of all amounts payable by mFinance at the time they become due, in the event that mFinance fails to fulfil its obligations towards the Noteholders (the “Guarantee”) and (ii) to secure the Bank’s claims against mFinance arising from the performance of the Guarantee and to transfer the net proceeds of the Notes (“Net Proceeds”) to the Bank, mFinance has transferred cash amounts representing the Net Proceeds to the Bank’s ownership in the form of the deposit (in Polish: kaucja; the “Deposit”); the netting referred to in point 2 above will consist of an offset between (i)the Bank’s receivables resulting from taking on a liability to make a payment in the amount equal to the Net Proceeds and accrued interest on this amount, against (ii) mFinance’s receivables resulting from the return of the Deposit and accrued interest on this amount (the “Offset”).

The Resolution enters into force on the day the Supervisory Board issues a positive opinion and agrees to the Substitution and the Offset.