Current Report 

Drafted on:

13.12.2021

Current report No

72/2021

Legal basis: 

Article 56 sec. 1 item 2) of the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies – current and periodic information

Contents: 

The Management Board of mBank S.A. (the “Bank”) announces that the Incentive Programme for key employees of mBank Group, effectuated on the basis of resolution no 2 and resolution no 3 of the Extraordinary General Meeting of BRE Bank S.A. (currently mBank S.A.), dated 27 October 2008, as amended (the “Programme”) ended on 30 November 2021.

Subscriptions for shares of mBank S.A. (the “Shares”) under the Programme were accepted in the following subscription periods set in resolutions of the Supervisory Board of mBank S.A.:

1. from 1 to 8 June 2012, from 2 to 6 July 2012, from 1 to 7 August 2012, from 4 to 5 September 2012, from 1 to 4 October 2012, on 2 November 2012, from 4 to 7 December 2012;
2. on 6 February 2013, on 5 March 2013, from 3 to 7 June 2013, from 2 to 6 September 2013, from 3 to 6 December 2013;
3. from 2 to 6 June 2014, from 5 to 7 September 2014, on 5 December 2014;
4. from 1 to 8 June 2015, from 1 to 7 September 2015, from 1 to 7 October 2015;
5. from 1 to 7 June 2016, from 1 to 7 September 2016, from 3 to 7 October 2016;
6. from 1 to 7 June 2017, from 1 to 7 September 2017, from 2 to 6 October 2017;
7. from 3 to 7 September 2018, from 2 to 8 November 2018;
8. from 2 to 6 September 2019, from 4 to 8 November 2019;
9. from 1 to 7 September 2020, from 2 to 7 November 2020;
10. from 1 to 7 September 2021, on 8 November 2021, on 30 November 2021.

Since the Shares were issued under a conditional share capital increase, there was no formal allotment of the Shares. Forthwith after the end of each subscription period, as a result of registration in KDPW S.A. and introduction to trading on the regulated market, the Shares were credited to the securities accounts kept for the eligible persons indicated by them in the instructions submitted together with subscriptions for the Shares.

The Shares were credited to the accounts of the eligible persons provided that they were subscribed and paid for in accordance with the principles set out in the Programme Regulations.

Upon registering the conditional share capital increase, in accordance with Article 452 (4) of the Code of Commercial Partnerships and Companies, the Management Board of the Bank filed with the registry court a specification of the Shares acquired by the eligible persons within one week after the end of each successive month. After the Shares were acquired by the eligible persons in accordance with Article 451 (1) of the Code of Commercial Partnerships and Companies, the share capital was increased by the total nominal value of the Shares acquired by the eligible persons based on the submitted subscriptions for the Shares. In accordance with Article 452 (1) of the Code of Commercial Partnerships and Companies, the rights arising from the Shares were acquired by the eligible persons and the share capital was increased at the time when the Shares were credited to the securities accounts of the eligible persons.

The rights arising from the Shares were acquired by the eligible persons at the time when the Shares were credited to the securities accounts indicated by those persons (the Shares were credited to the securities accounts of investors in accordance with the applicable regulations of KDPW).

Summary of the Programme:

• under the Programme the participants were entitled to acquire 700,000 ordinary bearer shares of the Bank issued as part of the conditional increase in the share capital;
• eligible persons subscribed for 116,331 ordinary bearer shares of the Bank;
• 116,331 ordinary bearer shares of the Bank were acquired;
• 183 persons subscribed for the shares;
• 183 persons took up shares.

Due to the legal construction of the issue, no reduction rates were applied.

The Shares were acquired at the issue price of PLN 4 per share.

The Bank did not enter into any underwriting agreement as part of the Programme.

The total value as per the statements on acquisition of the Shares submitted under the Programme (calculated as product of the number of the acquired Shares multiplied by their issue price) amounted to PLN 465,324.

The approximate total issue costs under the Programme amounted to PLN 608,385, including:

• costs of preparing and conducting the offer: PLN 503,856;
• costs of remuneration for underwriters: none;
• advisory costs: PLN 104,529 (no prospectus was required for the Programme);
• costs of promoting the offer: none.

The approximate costs of the Programme amounted to PLN 5.23 per one issued share.

Considering the fact that some of those costs were shared between the Programme and the Incentive Programme for Members of the Management Board of mBank S.A., e.g. costs of legal advisory connected with the preparation and conduct of the offer, fees connected with registering the Shares and admitting them to trading on the regulated market based on applications covering shares under both Programmes), the aforesaid amount of costs is an approximation. The Bank decided to allocate the costs shared between both Programmes proportionally to the number of shares acquired under each Programme, i.e. 39% for the Programme and 61% for the Incentive Programme for Members of the Management Board.

Vice-director for investment supervision, Compliance Department

Maciej Mołdawa 13.12.2021