Capital/Financing Update • Jun 17, 2025
Capital/Financing Update
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Report Content TheManagement Board of mBank S.A. ("Bank") hereby informs that on 17 June2025 itcompleted the subscription of subordinated bonds, which are intended toqualify as Tier 2 capital instruments, with a total nominal value of EUR400 million ("Eurobonds").
Thesettlement of the issue will take place on 25 June 2025. The Eurobondswill mature on 25 September 2035, subject to the Bank's right to executea call option.
TheEurobonds will be issued under Euro Medium Term Note Programme ("EMTNProgramme") based on a base prospectus approved on 13 September 2024 bythe Commission de Surveillance du Secteur Financier in Luxembourg, assupplemented by supplement no. 1 dated 15 May 2025.
Inconnection with the intention to introduce the Eurobonds into trading onthe Regulated Market of the Luxembourg Stock Exchange, in accordancewith Art. 60.2 in connection with Art. 56.1.2).a) of the Act on PublicOffering, the Bank informs as follows:
1)subscriptionopening date: 17 June 2025;
2)subscriptionclosing date:17 June 2025;
3)dateof allotment of Eurobonds: 17 June 2025;
4)numberof Eurobonds covered by the subscription: 4,000 bonds;
5)theReduction rate in specific tranches, if at least in one of the tranchesthe number of allocated Eurobonds was lower than the number ofsubscribed Eurobonds: the Eurobonds are to be issued in one tranche withthe reduction rate of: 88.9%;
6)numberof Eurobonds subscribed: 36,037 bonds;
7)numberof Eurobonds which were allocated within the subscription: 4,000 bonds;
8)priceof acquisition of the Eurobonds: 100% par value;
9)interestrate: fixed for a period of 5.25 years, thereafter reset for asubsequent 5-year period based on the sum of the prevailing 5-year EURswap rate and a fixed credit spread determined during the bookbuildingprocess, amounting to 250 basis points. The interest rate for theinitial period is 4.7784% per annum. Interest is payable annually;
10)tenor:the bonds are issued for a period of 10.25 years, provided that the Bankmay redeem them early after 5 years, subject to the terms and conditionsof the issuance;
11)numberof persons which subscribed the Eurobonds in specific tranches: 199;
12)numberof persons to whom the Eurobonds were allocated within the subscriptionin specific tranches: 141;
13)nameof underwriters who acquired the Eurobonds under underwriting agreement:not applicable;
14)theaggregate nominal value of subscription, i.e. the product of number ofEurobonds under the offering and the issue price: EUR 400,000,000 (inwords: four hundred million euros) which is equal to PLN 1 710 000 000according to average NBP exchange rate as of 17 June 2025;
15)thetotal costs which were included in the issuance costs: the Bank willdisclose such information in an updated current report after it hasreceived and accepted all the invoices connected with the issuance;
16)theaverage cost of subscription per one subscribed Eurobond: the Bank willdisclose such information in an updated current report after it hasreceived and accepted all the invoices connected with the issuance;
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