Current Report |

Drafted on:

21.09.2018

Current report No

43/2018

Abbreviated issuer&rsquo|s name

mBank

Contents: |

The Management Board of mBank S.A. (the &ldquo|Bank&rdquo|) announces that 20,344 shares of the Bank were recorded under the conditional share capital increase in the securities accounts of persons taking part in the Bank&rsquo|s incentive programmes (&ldquo|eligible persons&rdquo|) on 21 September 2018.

The aforementioned shares were issued on the basis of:

- Resolution No. 21 of the 21st Annual General Meeting of the Bank dated 14 March 2008 on issuing bonds with a pre-emptive right to take up shares of mBank S.A., and on the conditional increase of the share capital by way of issuing shares with exclusion of the subscription right of the existing shareholders in order to enable the participants in the incentive programme to take up the shares of mBank S.A., and on applying for admission of the shares to trading on the regulated market, and on dematerialization of the shares (as amended) - 9,921 shares| and

- Resolution No. 3 of the 16th Extraordinary General Meeting of the Bank dated 27 October 2008 on issuing bonds with a pre-emptive right to take up shares of mBank S.A. and on the conditional share capital increase by way of issuing shares with exclusion of the subscription right of the existing shareholders in order to enable the participants in the employee incentive programme to take up the Bank's shares, and on applying for admission of the shares to trading on the regulated market, and on dematerialization of the shares (as amended) - 10,423 shares.

After recording the shares in the securities accounts of the eligible persons, the Bank&rsquo|s share capital amounts to PLN 169,329,864 and is divided into 42,320,466 ordinary bearer shares and 12,000 ordinary registered shares with a nominal value of PLN 4 each. Each share carries the right to one vote during the Annual General Meeting of the Bank.

The total number of votes stemming from the Bank&rsquo|s shares amounts to 42,332,466.

After recording the shares in the securities accounts of the eligible persons, the conditional increase of the Bank&rsquo|s share capital amounts to:

- PLN 1,520,000 under the conditional share capital increase under Resolution No. 21 of the 21st Annual General Meeting of the Bank dated 14 March 2008 on issuing bonds with a pre-emptive right to take up shares of mBank S.A., and on the conditional increase of the share capital by way of issuing shares with exclusion of the subscription right of the existing shareholders in order to enable the participants in the incentive programme to take up the shares of mBank S.A., and on applying for admission of the shares to trading on the regulated market, and on dematerialization of the shares (as amended)| and

- PLN 2,398,464 under the conditional share capital increase under Resolution No. 3 of the 16th Extraordinary General Meeting of the Bank dated 27 October 2008 on issuing bonds with a pre-emptive right to take up shares of mBank S.A. and on the conditional share capital increase by way of issuing shares with exclusion of the subscription right of the existing shareholders in order to enable the participants in the employee incentive programme to take up the Bank's shares, and on applying for admission of the shares to trading on the regulated market, and on dematerialization of the shares (as amended).

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Since the Bank&rsquo|s shares are dematerialized, recording the shares in the securities accounts of the eligible persons is regarded as equivalent to issuing share documents under the conditional share capital increase.

Deputy Director of Compliance Department

Agata Rowińska 21.09.2018