MBank S A : Completion of the substitution process from mFinance France to mBank as a bond issuer

With reference to current reports: no. 47/2020 dated August 26, 2020, no. 48/2020 dated August 31, 2020 and no. 54/2020 dated 16 September 2020, the Management Board of mBank S.A. with its registered office in Warsaw ('Bank') informs that on October 1, 2020, pursuant to and in compliance with Condition 14, the process of substitution from mFinance France ('mFinance') to the Bank as bond issuer ('Substitution') has been completed.

The terms defined in the above-mentioned current reports remain valid in this current report.

In view of the above:

• The Bank shall be deemed to be the issuer ('Issuer') for all purposes in respect of the Notes, the Deed of Covenant and Guarantee and the Agency Agreement insofar as it relates to the Notes, and accordingly it shall be entitled to all of the rights, and subject to all of the liabilities, on the part of the Issuer contained in them; and
• with effect of today's date, the Deed Poll, the Supplemental Agency Agreement and the Issuer-ICSDs Agreement have been executed and the Legal Opinions have been delivered to the holders of the Notes. Copies of the executed Deed Poll, Supplemental Agency Agreement, the Issuer-ICSDs Agreement and the Legal Opinions are available for inspection at the principal office of the Bank and at the specified office of each of the paying agents; and

On October 1, the agreement defining the netting of payments between mFinance and the Bank under the Substitution (Offset) entered into force.