Abak Spolka Akcyjna

Remuneration Information • Mar 3, 2023

Report on Remuneration of the Management Board Members and Supervisory Board Members of mBank S.A. for 2022

TABLE OF CONTENTS

I.	DEFINITIONS 4
II.	REPORT ON REMUNERATION OF THE MANAGEMENT BOARD MEMBERS AND SUPERVISORY BOARD MEMBERS FOR PREVIOUS YEARS 4
	On March 31, 2022, the General Meeting adopted by resolution no. 28, with no remarks, the Report on Remuneration of the Management Board Members and Supervisory Board Members for 2021. 4
III.	INTRODUCTION 4
IV.	REPORT ON REMUNERATION WITH RESPECT TO EACH MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBER: 7
	1. The amount of total remuneration broken down into the components referred to in Article 90d (3) (1) on the Act on Public Offering and the ratio between these remuneration components 7
	2. Clarification of how total remuneration complies with the adopted remuneration policy and how it contributes to the achievement of the company's long-term goals 12
	3. Information about the application of performance criteria 13
	4. Cumulative information on yearly changes in remuneration, results of the Company, and average remuneration of employees of the Company who are not Management Board members or Supervisory Board Members, in the period of at least the last five financial years, provided in a manner that allows comparison 16 In 2022, mBank Group posted a pre-tax loss of -PLN 108.0 million, compared with a loss of -PLN
	591.0 million generated in 2021. mBank Group's results were affected by a number of significant one-off factors connected with state-imposed burdens and the legal environment. These included the suspension of the performance of mortgage loan agreements granted in PLN in connection with the Act of July 2, 2022 on Crowdfunding of Business Undertakings and Support for Borrowers, commonly known as "credit holidays" (their impact amounted to PLN 1,334.4 million), and the costs of legal risk related to FX mortgage loans (PLN 3,112.3 million). Moreover, mBank's contribution to the Institutional Protection Scheme stood at PLN 428.1 million and contribution to the Borrowers Support Fund at PLN 170.9 million. At the same time, mBank Group generated record-high total income in the amount of PLN 7,842.1 million in 2022, compared with PLN 6,111.1 million the year before, which represents an increase of PLN 1,731.0 million, i.e. 28.3%. 17
	5. The amount of remuneration from members of the same capital group within the meaning of the Accounting Act of September 29, 1994 17
	6. The number of financial instruments granted or offered, and main conditions for exercising the rights arising from these instruments, including the price and date of exercise and change thereof 17

	7. Information on using the option of requesting a Management Board Member to return
	variable components of remuneration 18
	8. Information on departures from the procedure of implementing the Remuneration Policy and departures applied in line with Article 90f of the Act on Public Offering, including the
	explanation of factors and the manner, and indication of elements subject to departure. 19
V.	CONCLUSIONS 19

I. DEFINITIONS

Bank or Company – mBank S.A. with its registered office in Warsaw, ul. Prosta 18 (00-850 Warszawa), entered in the register of enterprises of the National Court Register kept by the District Court for the Capital City of Warsaw, 13th Commercial Division, under number 0000025237, holder of tax identification number NIP 526- 021-50-88 and statistical number REGON 001254524;

mBank Group – capital group consisting of mBank as the parent company and all of its subsidiaries in accordance with the International Financial Reporting Standards (" IFRS"). For detailed information, see note 1 of the Consolidated Financial Statements mBank Group SA for 2022;

Remuneration Policy ("Policy") – Remuneration Policy for Management Board Members and Supervisory Board Members of mBank S.A., adopted by Resolution No. 29 of the 33rd Annual General Meeting of the Company dated March 27, 2020 in the wording adopted by resolution of the Management Board of the Bank dated February 25, 2021;

RT Remuneration Policy – Remuneration Policy for Employees Having a Material Impact on the Risk Profile of mBank S.A., (RT) adopted by Resolution No. 63/12 of the Supervisory Board dated July 25, 2012 as amended by Resolution No. 157/21 of the Supervisory Board dated December 3, 2021;

mBank Management Board Benefit Plan – mBank Management Board Benefit Plan adopted by Resolution No. 86/18 of the Supervisory Board dated April 12, 2018, as amended by Resolution No. 180/22 of the Supervisory Board dated March 3, 2022;

2018 incentive programme for the Management Board Members and key staff of mBank Group – programme adopted by Resolution No. 96/18 of the Supervisory Board dated June 7, 2018, as amended by Resolution No. 59/21 of the Supervisory Board dated February 25, 2021;

Immediate family – for the purposes of this Report, immediate family is defined as the spouse or partner and children until they finish school/university;

Banking Law – Banking Law Act of August 29, 1997;

Supervisory Board – Supervisory Board of the Bank;

Act on Public Offering – Act on Public Offering and Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies of July 29, 2005;

General Meeting – Annual or Extraordinary General Meeting of the Bank;

Management Board – Management Board of the Bank.

II. REPORT ON REMUNERATION OF THE MANAGEMENT BOARD MEMBERS AND SUPERVISORY BOARD MEMBERS FOR PREVIOUS YEARS

On March 31, 2022, the General Meeting adopted by resolution no. 28, with no remarks, the Report on Remuneration of the Management Board Members and Supervisory Board Members for 2021.

III. INTRODUCTION

The Report presents a review of remuneration and all benefits received by and due to individual Management Board Members and Supervisory Board Members of mBank S.A. in 2022. This report has been prepared under the Act on Public Offering, which introduced the obligation to prepare an annual report on remuneration of the Management Board and the Supervisory Board and have this report audited by a statutory auditor.

The Management Board is currently composed of six members.

Since April 12, 2018, when the Management Board composed of seven members was appointed for a joint term of five years, the Management Board composition has changed as follows:

• 1/ on October 22, 2020, Ms Lidia Jabłonowska-Luba resigned as a Management Board Member, as a result of which Mr Marek Lusztyn was appointed as a Management Board Member as of October 22, 2020;
• 2/ on June 25, 2020, the Supervisory Board dismissed Mr Frank Bock as a Management Board Member as of December 31, 2020.

Remuneration of the Management Board Members

The principles of remunerating the Management Board Members are governed by:

• 1. Remuneration Policy;
• 1. RT Remuneration Policy;
• 1. mBank Management Board Benefit Plan;
• 1. Secondment agreement.

The Remuneration Policy was developed on the basis of:

• 1. Article 90d of the Act on Public Offering;
• 1. Directive (EU) 2017/828 of the European Parliament and of the Council of May 17, 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

The Remuneration Policy was adopted by the General Meeting of the Bank on March 27, 2020 under Article 90d of the Act on Public Offering. Acting pursuant to Article 2 (4) of the Remuneration Policy, on February 25, 2021, Article 5 (3) of the Remuneration Policy, which entitles the Supervisory Board Members to non-cash benefits, was amended by resolution of the Management Board of the Bank. The Policy helps implement the business strategy, pursue the Bank's long-term interests and support its stability. The Policy implementation also increased the transparency of the principles of remunerating persons managing and supervising the Bank, which may be of vital importance for the existing and future shareholders.

The RT Remuneration Policy applicable in 2022 was developed on the basis of:

• 1. Banking Law as defined above;
• 1. Regulation of the Minister of Finance, Development Funds and Regional Policy of June 8, 2021 on the Risk Management System, Internal Control System and Remuneration Policy at Banks;
• 1. Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, supervisory measures and powers and capital conservation measures (CRD V).
• 1. EBA (European Banking Authority) Guidelines on sound remuneration policies (EBA/GL/2021/04 of July 2, 2021).

The RT Remuneration Policy:

• 1. supports sound and effective risk management and does not encourage employees to take excessive risk beyond the acceptable general risk level approved by the Supervisory Board,
• 1. fosters the implementation of the bank management strategy and risk management strategy, and reduces the risk of conflicts of interest,
• 1. supports responsible and prudent capital management. In particular, prior to making a decision to pay variable components of remuneration, the following are taken into consideration: the current and forecast capital position and the provisions of the Act of August 5, 2015 on Macroprudential Supervision over the

Financial System and Crisis Management in the Financial System pertaining to the calculation of the maximum distributable amount (MDA),

• 1. sets out the remuneration rules for Risk Takers by determining fixed and variable components of remuneration,
• 1. ensures transparent rules of determining and paying the Bonus, being a component of variable remuneration,
• 1. is gender neutral.

The Management Board is responsible for the development, implementation and observance of the RT Remuneration Policy. The Supervisory Board approves the RT Remuneration Policy. The RT Remuneration Policy is reviewed annually.

In March 2012, the Remuneration Committee of the Supervisory Board was established and has been operating at mBank ever since. The Committee supports the Supervisory Board in fulfilling its statutory obligations and performing tasks resulting from the law. The Committee's tasks include, among others: verifying, on an annual basis, the RT Remuneration Policy and the Remuneration Policy, issuing and presenting to the Supervisory Board its opinions on the policies and proposing changes, if needed.

On December 17, 2020, the Supervisory Board, in accordance with a stance of the Remuneration Committee of the Supervisory Board and bearing in mind the recommendation of the Polish Financial Supervision Authority (KNF) on variable remuneration components at banks communicated in the letter dated April 17, 2020 regarding measures expected to be taken by banks in response to the Covid-19 pandemic outbreak, decided to amend the RT Remuneration Policy. In particularly justified cases, when there is a need to mitigate the risk connected with maintaining a sound capital base of the Bank to enable it to effectively respond to the economic situation in Poland arising from, for example, the Covid-19 pandemic, the Supervisory Board may adopt a resolution to pay the cash tranches in whole or in part (both the non-deferred and deferred tranche) in the form of subscription warrants, starting from the bonus for 2020. Subscription warrants will be awarded in the acquisition periods set by the Supervisory Board, not earlier than 12 months after the date of the General Meeting approving the consolidated financial statements of mBank Group for the previous calendar year.

The RT Remuneration Policy applicable in 2022 was approved by Resolution of the Supervisory Board No. 157/21 of December 3, 2021.

Benefit Plan

The Benefit Plan defines the benefits to which a Management Board Member is eligible under the concluded management contract.

Secondment agreement

A secondment agreement governs the terms of secondment and the benefits to which a foreign Management Board Member is eligible in the period when he/she performs tasks in Poland, e.g. a lump sum allowance for flights and a rent allowance. It governs issues connected with the costs of relocation, rent, tuition fees for schools/preschools attended by children of the seconded employees.

IV. REPORT ON REMUNERATION WITH RESPECT TO EACH MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBER:

1. The amount of total remuneration broken down into the components referred to in Article 90d (3) (1) on the Act on Public Offering and the ratio between these remuneration components

Key information concerning the determination of remuneration applicable in 2022

The total remuneration of the Management Board Members was divided into:

• 1/ fixed part:
  • a/ basic remuneration;
  • b/ other benefits to which a Management Board Member is entitled,
• 2/ variable part discretionary bonus granted to a Management Board Member for a given calendar year (bonus) and the related equivalent based on the RT Remuneration Policy.

Fixed part – basic remuneration

The basic remuneration is determined by the Supervisory Board, taking into account the following information:

• 1/ resolution of the Management Board on the division of powers between Members of the Management Board of the Bank (with a particular focus on changes in powers);
• 2/ long-term results achieved by a Management Board Member as at the assessment date;
• 3/ available internal market data (e.g. internal comparison inside mBank Group);
• 4/ available external market data (e.g. information on remuneration of management board members of other WSE-listed companies, additional market benchmarks).

Variable remuneration

In 2022, the variable remuneration was awarded and paid based on the company's 2018 incentive programme for the Management Board Members and key staff of mBank Group.

Under this programme the Management Board Members they can:

• a) receive a cash part (bonus);
• b) acquire warrants free of charge, and, by way of exercising the rights arising from the warrants, to acquire shares (bonus);
• c) receive an additional cash equivalent.

The right to a bonus and the bonus amount are determined for a given calendar year based on a holistic assessment of the activity and efficiency of work of a Management Board Member, including the achievement of objectives set in a given period.

The Supervisory Board determines the amount of the bonus to be granted to each Management Board Member individually at its own discretion and, to this end, carries out, among others, analyses and assessments of Management Board Members based on their Score Cards (the template of which can be found in the RT Remuneration Policy) and their MbO objectives arising from the Financial Plan, the Medium-Term Financial Plan determined with regard to a period of at least three years and the Strategy of mBank Group. Additionally, when carrying out the assessment, the Supervisory Board takes into account the assessment of managerial and qualitative objectives and the economic situation in Poland in the last three calendar years.

The bonus consists of a non-deferred part (40% of the bonus) and a deferred part (60% of the bonus).

Both the deferred part and the non-deferred part are divided into equal portions: 50% paid in cash and 50% paid in subscription warrants. The value of one warrant equals the average market price minus PLN 4. The average market price is the arithmetic mean of the market price of one share of the Bank determined on the basis of the closing prices of the Bank's shares on the Warsaw Stock Exchange (WSE) on each day of the reference period on which WSE trading sessions took place. The reference period is determined in accordance with the RT Remuneration Policy.

The non-deferred part in cash is paid in the year when the bonus was awarded. The other half of the nondeferred part (50%) is paid in the form of subscription warrants not earlier than after 12 months from the date of the General Meeting during which the consolidated financial statements of mBank Group for the year for which the bonus was awarded were approved.

The deferred parts in cash and in subscription warrants are paid in the subsequent calendar years, starting from the year following the year in which the financial statements for the year for which the bonus was awarded were approved, in five equal annual tranches. In each tranche, the cash portion is paid after the consolidated financial statements of mBank Group for the previous calendar year are approved, while the portion in subscription warrants is paid not earlier than after 12 months from the date of approval of consolidated financial statements.

Starting from the bonus for 2020, in particularly justified cases when a need arises to mitigate the risk connected with maintaining a sound capital base of the Bank enabling it to effectively respond to the economic situation in Poland arising from, for example, the Covid-19 pandemic, the Supervisory Board may adopt a resolution to pay the cash tranches in whole or in part (both the non-deferred and deferred tranche) in the form of subscription warrants.

Due to the deferral of the part of the bonus paid in subscription warrants, a Management Board Member who was awarded a bonus is entitled, regardless of the bonus, to receive a cash equivalent for the non-deferred part and/or each tranche of the deferred part if the General Meeting decides to pay out a dividend for a given year. The Equivalent is paid by the Bank within 60 days from the day on which the Management Board Member effectively submitted a statement on the acquisition of shares in exchange for subscription warrants.

The Equivalent will be calculated according to the following formula:

$$\mathsf{E} = \mathsf{WSS} \times \left( \mathsf{Z} \,/ \, \mathsf{L} \mathsf{A} \right)$$

Where:

• E: means the amount of the Equivalent in PLN;
• WS: means the number of subscription warrants granted to a Management Board Member pursuant to the RT Remuneration Policy forming the non-deferred part or a given tranche of the deferred part, exchanged for the Bank's shares under the Incentive Programme Rules;
• Z: means the amount of the Bank's profit for the Reference Year earmarked by the General Meeting for distribution among the shareholders subject to the increase and decrease referred to in Article 348 (1) of the Code of Commercial Companies and Partnerships;
• LA: means the total number of fully paid shares held by the shareholders entitled to the dividend for a given Reference Year.

Since no resolutions to pay out dividends were passed in 2022, the Management Board Members were not entitled to the above equivalent.

The maximum amount of variable remuneration components cannot exceed 100% of the amount of basic remuneration paid for a given calendar year with the proviso that each case of exceeding the threshold of 100% (but not more than 200%) of the annual basic remuneration will have to be approved by the General Meeting. The maximum ratio of the average total gross remuneration of the Management Board Members on an annual basis to the average total gross remuneration of other bank employees on an annual basis was set as the amount not higher than 50 times the average total remuneration of an employee of the Bank.

The said proportions were not exceeded in 2022.

The Management Board Members were awarded bonuses in accordance with the above rules in 2019 for 2018 and in 2020 for 2019.

In 2021 and 2022, the Supervisory Board awarded the Management Board Members variable remuneration for 2020 and 2021, respectively, in whole in the form of subscription warrants.

Rules for paying other remuneration components (severance pay) to the Management Board Members

The Management Board Members are obliged not to engage in any competing activities within six months from the day of termination or expiry of their management contracts. Moreover, the Remuneration Committee of the Supervisory Board may decide to extend the obligation not to engage in any competing activities by a maximum of another six months or decide to exempt a manager from this obligation at the manager's request. During the period in which a manager cannot engage in any competing activities, he/she is entitled to compensation in an amount proportional to this period, calculated as the product of the manager's monthly remuneration and the number of months of the period in which the manager cannot engage in any competing activities.

If a Management Board Member violates his/her obligation not to engage in competing activities, he/she is obliged to return the compensation paid to him/her within 30 days of receipt of the Bank's request for payment.

Other benefits – additional benefits to which a Management Board Member is entitled

The Bank pays the costs of medical insurance of the Management Board Members and their immediate family, the costs of unit-linked life insurance, and the costs of D&O insurance. Since 2022, the Bank has been paying an annual allowance in the amount of ten thousand zlotys to cover the costs of advisory services concerning the settlement of income tax by a Management Board Member. In addition, if a Management Board Member is a foreigner, the Bank pays the costs of a Polish language course, the costs of a Polish school/kindergarten for his/her children, a rent allowance and a lump sum allowance for flights and trips home. In addition, a Management Board Member is entitled to a company car for business and private use in accordance with the Fleet Policy and a decision of the Remuneration Committee of the Supervisory Board, a driver for business purposes, and reimbursement for documented entertainment expenses as per the business trips policy and internal regulations.

Benefits in the form of:

• 1/ payment for the costs of medical insurance, costs of life insurance, or policy costs were valued on the basis of the value of the policy paid to the insurer;
• 2/ rent allowance were valued on the basis of prices of the entity providing this benefit to the Bank;
• 3/ Polish language course allowance and the school/kindergarten allowance were valued on the basis of prices of the entity providing this benefit to the Bank;

4/ entitlement to use a company car for private purposes were valued in accordance with the applicable internal regulations of the Bank.

Benefits for the immediate family, if requested by a Management Board Member, are awarded in accordance with the applicable Benefit Plan and the secondment agreement. The personal data of his/her immediate family are provided by a Management Board Member in a statement.

Information on the amount of remuneration paid to the Management Board Members and the Supervisory Board Members in 2022

Table 1: Total remuneration of the Management Board Members for 2022

in PLN

			1		2		3	4	5
	Seniority in		Fixed remuneration		Variable remuneration
Name of the Management Board Member, position	the Management Board	Reporting period	basic	other benefits*	one-year	multi year	Non-compete compensation	Total remuneration (1+2+3)	Fixed to variable remuneration (2/1)
Cezary Stypułkowski President of the Management Board	01.10.2010 now	01.01.2022- 31.12.2022	3,603,032	365,125	-	904,000	–	4,872,157	23%
Adam Pers Vice-President of the Management Board, Head of Corporate and Investment Banking	26.10.2017 now	01.01.2022- 31.12.2022	1,656,000	168,811	-	468,000	-	2,292,811	26%
Cezary Kocik Vice-President of the Management Board, Head of Retail Banking	01.04.2012 now	01.01.2022- 31.12.2022	1,656,000	272,295	-	492,000	-	2,420,295	26%
Krzysztof Dąbrowski Vice-President of the Management Board, Head of Operations and Information Technology	01.04.2017 now	01.01.2022- 31.12.2022	1,656,000	197,668	-	456,000	-	2,309,668	25%
Andreas Böger Vice-President of the Management Board, Chief Financial Officer	01.07.2017 now	01.01.2022- 31.12.2022	1,743,395	233,704	-	456,000	-	2,433,099	23%
Marek Lusztyn Vice-President of the Management Board, Chief Risk Officer	22.10.2020 now	01.01.2022- 31.12.2022	1,656,000	222,943	-	60,000	-	1,938,943	3%
Frank Bock Vice-President of the Management Board, Head of Financial Markets	01.05.2017- 31.12.2020	01.01.2022- 31.12.2022	-	-	-	408,000	-	408,000	-
Lidia Jabłonowska-Luba Vice-President of the Management Board, Chief Risk Officer	12.04.2013- 22.10.2020	01.01.2022- 31.12.2022	-	1,710	-	348,000	-	349,710	-

One-year variable remuneration: the non-deferred cash part of the bonus awarded and paid in a given year. Since the variable remuneration for 2022 was awarded in whole in subscription warrants, no cash payments were made in 2022.

Multi-year variable remuneration: the deferred (cash and non-cash) parts of the bonus granted in previous years paid in accordance with the tranche maturity dates in a given year. The value of non-cash tranches was calculated as the product of the number of offered warrants and their price on the day of awarding the bonus.

*"Other benefits" include cash and non-cash benefits awarded to the immediate family of the Management

in PLN	in 2022
Cezary Stypułkowski	2,353
Adam Pers	3,765
Cezary Kocik	77,024
Krzysztof Dąbrowski	3,765
Marek Lusztyn	2,353

• did not receive remuneration from members of mBank Group;
• did not receive payments under old age and disability pension programmes.

In PLN

in PLN		in 2022
	Cezary Stypułkowski		2,353
	Adam Pers		3,765
	Cezary Kocik		77,024
	Krzysztof Dąbrowski		3,765
	Marek Lusztyn		2,353
In 2022, the Management Board Members:
 did not receive remuneration from members of mBank Group;
 did not receive payments under old age and disability pension programmes.
Table 2: Deferred variable cash remuneration to which rights will be acquired in the following years
				Payment year
Name and surname/Function		Bonus for	2023	2024	2025
Cezary Stypułkowski		2018	120,000.00	120,000.00	-
President of the Management Board		2019	132,000.00	132,000.00	132,000.00
Cezary Kocik		2018	72,000.00	72,000.00	-
Vice-President of the Management Board, Head of Retail Banking		2019	72,000.00	72,000.00	72,000.00
Adam Pers		2018	60,000.00	60,000.00	-
Vice-President of the Management Board, Head of Corporate and Investment Banking		2019	72,000.00	72,000.00	72,000.00
Krzysztof Dąbrowski		2018	60,000.00	60,000.00	-
Vice-President of the Management Board, Head of Operations and IT		2019	66,000.00	66,000.00	66,000.00
Andreas Böger		2018	60,000.00	60,000.00	-
Vice-President of the Management Board, Chief Finance Officer		2019	66,000.00	66,000.00	66,000.00
Frank Bock		2018	42,000.00	42,000.00	-
Vice-President of the Management Board, Head of Financial Markets		2019	60,000.00	60,000.00	60,000.00
Lidia Jabłonowska-Luba		2018	54,000.00	54,000.00	-

Remuneration of Supervisory Board Members in 2022

Members of the Supervisory Board perform their functions on the basis of appointment and are entitled to remuneration only on this account. The amounts of remuneration of Supervisory Board Members are determined by resolution of the General Meeting. The remuneration of the Supervisory Board Members is composed of monthly remuneration for participation in the Supervisory Board and remuneration for participation in the Standing Committees appointed by the Supervisory Board. The remuneration for participation in the Standing Committees is set as a percentage of the monthly remuneration and equal to:

• 50% of the monthly remuneration for participation in the first Standing Committee,
• 25% of the monthly remuneration for participation in the second Standing Committee.

No additional remuneration is paid to a Supervisory Board Member who sits on three or more Standing Committees of the Supervisory Board.

However, a Supervisory Board Member performing the function of the Chairperson of the Audit Committee of the Supervisory Board of the Bank is entitled to additional remuneration equal to 80% of the sum of the monthly remuneration and the remuneration for participation in the first Standing Committee paid to this Supervisory Board Member.

Moreover, the Bank pays the cost of a healthcare package for the Supervisory Board Member who wishes to be covered by the healthcare scheme provided by the Bank. The Chairperson of the Supervisory Board is authorised to receive a company car for business and private use.

The remuneration of a Supervisory Board Member is not linked to the Bank's performance.

The remuneration of a Supervisory Board Member is not awarded in financial instruments.

		However, a Supervisory Board Member performing the function of the Chairperson of the Audit Committee of the Supervisory Board of the Bank is entitled to additional remuneration equal to 80% of the sum of the monthly remuneration and the remuneration for participation in the first Standing Committee paid to this
	authorised to receive a company car for business and private use.	Moreover, the Bank pays the cost of a healthcare package for the Supervisory Board Member who wishes to be covered by the healthcare scheme provided by the Bank. The Chairperson of the Supervisory Board is
	The remuneration of a Supervisory Board Member is not linked to the Bank's performance.
	The remuneration of a Supervisory Board Member is not awarded in financial instruments.
No.	Firs name and surname	Renumeration paid in 2022 (in PLN)
1.	Agnieszka Słomka-Gołębiowska	441,381
2.	Bettina Orlopp	-
3.	Tomasz Bieske	429,419
4.	Marcus Chromik	-
5.	Mirosław Godlewski	255,780
6.	Aleksandra Gren	255,780
7.	Fred Arno Walter	144,000
8.	Armin Barthel	216,000

Table 3: Remuneration of Supervisory Board Members in 2022

The Supervisory Board Members who sit on the Board of Managing Directors of Commerzbank AG, the parent entity of mBank, do not receive remuneration for performing the function of Members of the Supervisory Board of mBank.

2. Clarification of how total remuneration complies with the adopted remuneration policy and how it contributes to the achievement of the company's long-term goals

The Company pays remuneration to the Management Board Members and Supervisory Board Members solely based on the Remuneration Policy.

The remuneration paid to the Management Board Members encourages full commitment to their respective functions, motivates them to achieve the Company's business goals, while its amount is adequate to the position.

The Management Board Members receive fixed remuneration as well as variable remuneration; the latter is determined by KPIs directly connected with the Company's economic standing, the Score Card, the achievement of MbO objectives, and qualitative assessment. In addition, the variable part of remuneration ensures that the Management Board remains focused, among others, on dynamic growth of the Bank's business and the range of products and services offered to clients, the Bank's market position, financial performance, as well as its financial and capital position.

By limiting the amount of variable remuneration to 100% of basic remuneration, the policy ensures that the Management Board looks beyond short-term financial results.

This remuneration structure motivates Management Board Members, contributes to the implementation of business strategy and fosters stable long-term growth in shareholder value. In addition, it encourages responsible behaviour towards clients, employees, as well as social and environmental responsibility in the long-term perspective.

mBank S.A. Report on Remuneration of the Management Board Members and Supervisory Board Members for 2022 12 The pursuit of business strategy and long-term interests as well as stable operation of the Company are helped, in particular, by a flexible solution which consists in authorising the Supervisory Board to adopt clear, comprehensive and diversified financial and non-financial performance criteria for awarding variable remuneration, and at the same time, requires a balance between quantitative and qualitative criteria, and by the introduction of principles for verifying compliance with individual criteria determining the payment of variable remuneration. Moreover, the possibility to launch incentive programmes enables the Supervisory Board to link key Management Board Members with the Company, which positively affects the composition of this body and the Company's financial performance.

The division of cash remuneration for Management Board Members into fixed part and variable part, with the latter being largely determined by economic effects of the Company, encourages Management Board Members, to a far greater extent than other employees (whose remuneration is mostly fixed), to take wellthough-out actions resulting in continuous improvement in economic effects, and at the same time, ensuring stable operation in longer terms. The form, structure and level of remuneration are in line with the current market standards and aim to retain employees of key importance to the Company who meet the criteria ensuring proper management or supervision of the Company, in a manner taking into account the interests of the Company's shareholders.

In turn, fixed remuneration paid to Supervisory Board Members, by not being linked to the Bank's performance, ensures independent control of the Bank's economic situation. At the same time, proper control guarantees stable and safe development of the Bank, which translates into achievement of the Bank's long-term goals.

The remuneration policy adopted by the Bank supports sound and effective risk management and does not encourage employees to take excessive risk exceeding the general risk level accepted by the Supervisory Board of the Bank, fosters the implementation of the Bank management strategy and risk management strategy, and reduces the risk of conflicts of interest.

3. Information about the application of performance criteria

Financial and non-financial performance criteria for awarding variable remuneration

The Supervisory Board determines the amount of the bonus awarded based on the RT Remuneration Policy for a given calendar year for each Management Board Member individually and at its own discretion, taking into account, however, the assessment of the achievement of MbO objectives, the Score Card (a template of which is set out in the RT Remuneration Policy), and the qualitative assessment covering a period of at least 3 years, with the proviso that the bonus amount depends on the bonus pool.

The pool from which bonuses for every Management Board Member are awarded by the Supervisory Board for a given calendar year depends on the level of Economic Profit (EP). The bonus pool is a total of the basis amounts calculated for each Management Board Member. A basis amount is calculated as a number of basis remuneration. EP is calculated for a period of three years and is given by the following formula:

$$\text{multiplier} = \begin{cases} \text{"} & \text{@} & \text{EP} < \text{0} \\ \text{"} & \text{2\%} \text{"} \text{EP} + \text{2} & \text{EP} \ge \text{0} \\ & \text{12} & \text{EP} > 500 \end{cases}$$

where EP is Economic Profit calculated for a period of three years as the sum of: EP = (1/2) EP (N) + (1/3) EP (N-1) + (1/6) EP (N-2)

The EP level serving as the basis for calculating the bonus pool is determined by the Supervisory Board each year as per the calculations made by the Bank's controlling unit. Before determining the EP level, the

Supervisory Board consults the President of the Management Board. The consultations cover parameters and indicators determined by the competent public administration authorities and regulatory bodies as well as oneoff events, which, when combined, may change the EP level, with the proviso that the parameters and indicators that can be affected by Management Board Members to a limited extent only should have a limited impact on the EP calculations. The parameters and indicators which can be affected by Management Board Members to a limited extent include, among others, extraordinary costs and revenue (e.g. one-off transactions).

The Supervisory Board determines the bonus amount for a given calendar year for each Management Board Member individually, based on the assessment of the achievement of objectives covering a period of at least 3 years, taking into account the business cycle of the Bank and risk inherent in the Bank's business activity. The objectives in a given period are defined based on the strategy of mBank Group, which sets the directions of business activity, long-term interests, and aspects relating to stability of the Company and the Group.

The objectives for a given year are defined by a Management Board Member and the Remuneration Committee of the Supervisory Board in accordance with the principles of defining business and development objectives adopted, among others, by the Remuneration Committee of the Supervisory Board for the Bank's Management Board. In principle:

• 1/ financial objectives account for 35%-50% (weights depend on the impact of individual Management Board Members on these objectives),qualitative
• 2/ qualitative objectives account for up to 65% of objectives, depending on the responsibility of individual Management Board Members.

The main financial goal of the Management Board is to build long-term value of the Company. It aims at accomplishing strategic financial objectives in terms of:

• profitability: e.g. return on equity (ROE)
• efficiency: e.g. cost/income ratio (C/I),
• stability: e.g. Tier 1 capital ratio, risk costs (LLP, FV),
• the Bank's growth (revenue),
• maintaining the Bank's position among the best financial institutions in Poland,
• ensuring rewarding returns for shareholders, meaning returns that will be attractive as compared to other players on the Polish market.

To foster the Bank's growth in 2022, the Management Board Members also pursued non-financial objectives.

Similarly to the previous year, they focused on:

• maintaining the Bank's technological advantage in the financial sector,
• systematic development of the mobile app, increasing the efficiency of internal systems, continued process optimisation,
• developing a multi-layer cybersecurity protection model and ensuring data confidentiality, guaranteeing the highest security level of the mobile app,
• thorough and precise understanding of clients' needs,
• creating the best possible hybrid workplace,
• assessing and developing employees' skills to turn them into the Bank's competitive advantage an mBank employee should be tech-savvy and a role model for others,

mBank S.A. Report on Remuneration of the Management Board Members and Supervisory Board Members for 2022 14 building corporate culture based on ESG values.

In its activities, the Management Board was guided by ESG values. Following the principle of sustainable development, it pursued tasks centred on clients, the environment, employees, and society as a whole. Similarly to previous years, the Management Board:

• supported mathematical education through the activities of mFoundation,
• supported energy transformation of our clients, encouraged them to take better care of the climate and environment and promoted activities that will help stop and reverse negative climate and environmental changes,
• fostered the well-being of the society by investing in health (cooperation with the Great Orchestra of Christmas Charity (WOŚP)) and ensuring accessibility for clients with disabilities,
• promoted civic values by e.g. introducing an option of making an easy payment to support people affected by the war in Ukraine in the mobile app.

Taking into account the objective achievement status and efficiency of the Management Board's actions, the Supervisory Board awards individual Management Board Members variable remuneration.

The decision on the bonus amount is made at the Supervisory Board's sole discretion.

The Bonus for 2022 will be awarded in 2023 and paid in the following years pursuant to the rules specified in the RT Remuneration Policy.

The determination and payment of every tranche of the deferred part is subject to assessment. The decision to pay deferred tranches is made every year.

The Supervisory Board, based on a recommendation of the Remuneration Committee of the Supervisory Board, may decide to withhold in whole or reduce the amount of a deferred tranche if it concludes that in a time horizon longer than one calendar year (i.e. a period of at least three years), or a Management Board Member had a direct and negative impact on the financial result or market position of the Bank or mBank Group in the period under assessment, or directly caused significant financial losses, or when at least one of the Score Card components (its template can be found in the RT Remuneration Policy) has not been achieved or any of the premises stipulated in Article 142 of the Banking Law Act, in particular Article 142 (2), has occurred:

• 1/ a balance sheet loss has been sustained or there is a threat of such a loss, there is a threat of insolvency or loss of liquidity, liquidity and solvency are deteriorating;
• 2/ financial leverage level is increasing;
• 3/ the number of non-performing loans or advances is increasing;
• 4/ the concentration of exposures is increasing.

The Supervisory Board may decide to suspend in whole or decrease the amount of the bonus for a given calendar year, also in the case of a bonus or a deferred tranche which has not been paid out yet, in a situation when a balance sheet loss has been sustained or there is a threat of its occurrence, or when the Bank is threatened by insolvency (Article 142 of the Banking Law Act). Suspending the bonus or any deferred tranche in whole or decreasing its amount may also apply to the bonus or the deferred tranche paid out to an employee upon termination or expiry of his/her employment contract.

In 2022, the Remuneration Committee of the Supervisory Board declared that there were no grounds for suspending in whole or decreasing the amount paid out in deferred tranches (paid out in cash and settled in financial instruments) due to the Management Board Members, and the conditions stipulated in the Score Card (its template can be found in the RT Remuneration Policy) had been met.

Table 4: Comparison of changes in remuneration in the last five reported financial years
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Podmiot z Grupy mBank - Służbowe do użytku wewnętrznego mBank Group entity - Business for internal use 4. Cumulative information on yearly changes in remuneration, results of the Company, and average remuneration of employees of the Company who are not Management Board members or Supervisory
Board Members, in the period of at least the last five financial years, provided in a manner that allows comparison
Table 4: Comparison of changes in remuneration in the last five reported financial years
in PLN
Year-on-year change	Seniority in the Managemen t Board	Rok 2017	Rok 2018	Rok 2019	Rok 2020	Rok 2021	Rok 2022
	Remuneration of the Management Board Members
Cezary Stypułkowski, President of the Management Board	01.10.2010- 31.12.2022	5,617,840	6,301,658		5,426,330 5,682,772	5,147,358	4,872,157
year-on-year change			12.17%		-13.89% 4.73%	-9.42%	-5.35%
Adam Pers, Vice-President of the Management Board, Head of Corporate and Investment Banking	26.10.2017- 31.12.2022	291,993	2,235,895		2,212,630 2,476,493	2,320,565	2,292,811
year-on-year change			38.08%		-1.04% 11.93%	-6.30%	-1.20%
Cezary Kocik, Vice-President of the Management Board, Head of Retail Banking	01.04.2012- 31.12.2022	3,268,765	3,529,150		2,934,929 2,992,4202	2,618,045	2,420,295
year-on-year change			7.97%		-16.84% 1.96%	-12.51%	-7.55%
Krzysztof Dąbrowski, Vice-President of the Management Board, Head of Operations and Information Technology	01.04.2017- 31.12.2022	1,212,939	2,583,746		2,293,683 2,549,697	2,397,438	2,309,668
year-on-year change Andreas Böger, Vice-President of the Management Board,	01.07.2017-		60.05%		-11.23% 11.16%	-5.97%	-3.66%
Chief Financial Officer	31.12.2022	865,971	2,037,639		2,424,969 2,559,785	2,454,824	2,433,099
year-on-year change Marek Lusztyn, Vice-President of the Management Board,	22.10.2020-		18.29%		19.01% 5.56%	-4.10%	-0.89%
Chief Risk Officer	31.12.2022		-	-	- 321,708	1,886,337	1,938,943
year-on-year change Frank Bock, Vice-President of the Management Board,	01.05.2017-			-	-	- 13.75%	2.79%
Head of Financial Markets	31.12.2020	1,290,749	2,163,773		2,519,098 2,557,348	1,280,332	408,000
year-on-year change Lidia Jabłonowska-Luba, Vice-President of the	12.04.2013-	3,073,750	21.38% 3,002,087		16.42% 1.52% 2,736,781 2,377,002	-49.94% 1,920,835	-68.13% 349,710
Management Board, Chief Risk Officer year-on-year change	22.10.2020		-2.33%		-8.84% 12.02%	-19.19%	-81,79%
Average renumeration per full FTE	2017		2018	2019	2020	2021	2022
Employees of the Company	123,984		125,309	129,337	132,230	131,824	149,568
year -on- year change			1.07%	3.21%	2.24%	-0.31%	13.46%

Average renumeration per full FTE	2017	2018	2019	2020 /	2021	2022
Employees of the Company	123,984	125,309	129,337	132,230	131,824	149,568
year -on- year change		1.07%	3.21%	2.24%	-0.31%	13.46%

Marek Lusztyn, Vice-President of the Management Board, Chief Risk Officer Frank Bock, Vice-President of the Management Board,	22.10.2020-
	01.05.2017-
Head of Financial Markets
Lidia Jabłonowska-Luba, Vice-President of the Management Board, Chief Risk Officer	12.04.2013-
The average remuneration of the Bank's employees is a sum of remuneration (fixed remuneration, bonuses and other awards, commissions, non-cash benefits and all other payments) paid to the employees in a given
calendar year (within 12 months) divided					by the average number of FTEs in a given		year.
data in PLN M
Results of the Company	2017		2018	2019	2020	2021	2022
Pre-tax profit of mBank Group		1,528	1,787	1,555	610	-591	-108
change in PLN M change in %			259 16.95%	-232 -12.98%	-945 -60.77%	-1.201 -196.89%	483 81.73%
Net profit of mBank Group		1,092	1,303	1,010	104	-1,179	-703
change in PLN M			211	-293	-906	-1,283	476
change in %			19.32%	-22.49%	-89.70%	-1233.65%	40.37%
Cost/Income ratio of mBank Group	45.90%		42.60%	42.20%	41.10%	40.20%	42.30%

In 2022, mBank Group posted a pre-tax loss of -PLN 108.0 million, compared with a loss of -PLN 591.0 million generated in 2021. mBank Group's results were affected by a number of significant one-off factors connected with state-imposed burdens and the legal environment. These included the suspension of the performance of mortgage loan agreements granted in PLN in connection with the Act of July 2, 2022 on Crowdfunding of Business Undertakings and Support for Borrowers, commonly known as "credit holidays" (their impact amounted to PLN 1,334.4 million), and the costs of legal risk related to FX mortgage loans (PLN 3,112.3 million). Moreover, mBank's contribution to the Institutional Protection Scheme stood at PLN 428.1 million and contribution to the Borrowers Support Fund at PLN 170.9 million. At the same time, mBank Group generated record-high total income in the amount of PLN 7,842.1 million in 2022, compared with PLN 6,111.1 million the year before, which represents an increase of PLN 1,731.0 million, i.e. 28.3%.

5. The amount of remuneration from members of the same capital group within the meaning of the Accounting Act of September 29, 1994.

In 2022, the Management Board Members and Supervisory Board did not receive remuneration from members of mBank Group.

1. The number of financial instruments granted or offered, and main conditions for exercising the rights arising from these instruments, including the price and date of exercise and change thereof

Remuneration in the form of financial instruments

50% of the non-deferred part and 50% of the deferred part of variable remuneration is granted in non-cash form, i.e. in the form of subscription warrants.

In 2022, the Management Board Members acquired rights to non-cash tranches in subscription warrants convertible into shares under the rules stipulated in the programme running since 2018. The part granted in warrants amounts to 50% of variable remuneration, and is paid out in tranches.

Warrants being a bonus for a given year are paid out in six tranches. The first tranche is aquired not earlier than 12 months after the date of the General Meeting approving the consolidated financial statements of mBank Group for the year for which the bonus is granted. The following five tranches are paid out not earlier than 12 months after the date of the General Meeting approving the consolidated financial statements of mBank Group for each subsequent year. Under the programme offering warrants, the third tranche of the bonus for 2018 and the second tranche of the bonus for 2019 as well as the first tranche of the bonus for 2020 were paid in 2022.

Warrants are offered to eligible persons on the maturity date of a given tranche. Warrants are acquired by the Management Board Members in a given calendar year exclusively in warrants acquisition periods set by a resolution of the Supervisory Board. Warrants are acquired free of charge. The rights to acquire shares arising from warrants are exercised at the issue price (PLN 4 per share).

The Supervisory Board, based on a stance of the Remuneration Committee of the Supervisory Board, may decide to withhold the right of a Management Board Member to acquire warrants in whole or in part as a result of his/her assessment for the period of time exceeding one year (i.e. for at least three years) if it concludes that the Management Board Member has had a direct and negative impact on the financial result or market position of mBank Group, has violated rules and standards applicable at mBank Group, has directly caused significant financial losses, when at least one of the score card components has not been met or any of the premises stipulated in Article 142 of the Banking Law Act, in particular Article 142 (2) has occurred.

• 1/ he/she is not appointed a Member of the Management Board of the Bank for another term of office due to his/her refusal to run for the office,
• 2/ he/she is not appointed a Member of the Management Board of the Bank for another term of office or is dismissed during his/her term of office for any of the following reasons:
  • a/ he/she is charged with committing an offence (a misdemeanour or a felony),
  • b/ he/she loses the powers and qualifications required of a Member of the Management Board of the Bank, as stipulated by the law, in particular the Banking Law Act,
  • c/ he/she is charged with acting to the detriment of the Bank or mBank Group,
  • d/ he/she breaches the non-compete clause,
  • e/ he/she otherwise seriously breaches the managerial contract, a serious breach being in particular the disclosure of confidential information.

years whose payment date has not fallen yet if:
1/ he/she is not appointed a Member of the Management Board of the Bank for another term of office due to his/her refusal to run for the office,
2/ he/she is not appointed a Member of the Management Board of the Bank for another term of office or is
dismissed during his/her term of office for any of the following reasons:
a/ he/she is charged with committing an offence (a misdemeanour or a felony),
b/ he/she loses the powers and qualifications required of a Member of the Management Board of the
Bank, as stipulated by the law, in particular the Banking Law Act,
c/ he/she is charged with acting to the detriment of the Bank or mBank Group,
d/ he/she breaches the non-compete clause,
e/ he/she otherwise seriously breaches the managerial contract, a serious breach being in particular the
disclosure of confidential information.
Table 5: Information on the number of financial instruments to be acquired and already acquired by the Management Board Members in 2022.
			price per share	Exis ti ng at
			used to	the beg inning	offered in 2022	Exercised in 2022	Exis ti ng a t the end of 2022
First name and surname / Function		Date of	calculate the number of	of 2022 number of	number of	number of	number of
	Bonus for	granting	instruments	warrants	warrants	warrants	warrants
Cezary Stypułkows ki	2018	26.02.2019	436.15	1,100	275	275	825
President of the Management Board	2019 2020	28.02.2020 23.11.2021	366.86 198.12	1,799 5,048	360 2,019	360 2,019	1,439 3,029
	2021	01.03.2022	450.34	4,442			4,442
Cezary Kocik	2018	26.02.2019	436.15	660	165	165	495
Vice-President of the Management Board, Head of Retail Banking	2019 2020	28.02.2020 23.11.2021	366.86 198.12	981 2,574	197 1,030	197 1,030	784 1,544
	2021	01.03.2022	450.34	2,221			2,221
Ada m Pers	2018	26.02.2019	436.15	550	138	138	412
Vice-President of the Management Board, Head of Corporate and Investment Banking	2019 2020	28.02.2020 23.11.2021	366.86 198.12	981 2,574	197 1,030	197 1,030	784 1,544
	2021	01.03.2022	450.34	2,221			2,221
Krzys ztof Dąbrows ki	2018	26.02.2019	436.15	550	138	138	412
Vice-President of the Management Board,	2019	28.02.2020	366.86	900	180	180	720
Head of Operations and Information Technology	2020 2021	23.11.2021 01.03.2022	198.12 450.34	2,574 2,221	1,030	1,030	1,544 2,221
Andrea s Böger	2018	26.02.2019	436.15	550	138	138	412
Vice-President of the Management Board,	2019	28.02.2020	366.86	900	180	180	720
Chief Financial Officer	2020 2021	23.11.2021 01.03.2022	198.12 450.34	2,574 2,221	1,030	1,030	1,544 2,221
Marek Lusztyn	2020	23.11.2021	198.12	757	303	303	454
Vice-President of the Management Board, Chief Risk Officer	2021	01.03.2022	450.34	2,221			2,221
	2018	26.02.2019	436.15	385	97	97	288
Frank Bock	2019 2020	28.02.2020 23.11.2021	366.86 198.12	817 2,574	164 1030	164 1030	653 1,544
Vice-President of the Management Board,			436.15	495	124	124	371
Head of Financial Markets Lidia Ja błonows ka -Luba	2018	26.02.2019					653
Vice-President of the Management Board, Chief Risk Officer	2019 2020	28.02.2020 23.11.2021	366.86 198.12	817 1514	164 606	164 606	908

7. Information on using the option of requesting a Management Board Member to return variable components of remuneration

Return of variable components of remuneration

A Management Board Member may be obliged, under the rules and within the time limit determined by a decision of the Supervisory Board of the Bank, to return the bonus granted and paid for a given calendar year (i.e. the non-deferred part and all deferred parts) if he/she has violated the rules and standards adopted in mBank Group, has materially violated the generally applicable laws or has directly caused significant financial losses being the consequence of his/her deliberate adverse actions to the detriment of mBank Group, or has contributed to financial sanctions being imposed on the Bank by supervisory bodies under a final and nonappealable decision.

The decision on whether the above-mentioned events occurred may be taken by the end of the calendar year in which the last tranche of the deferred part of the bonus awarded for the year in which the event occurred is paid.

In 2022, the Bank did not use the option of requesting a Management Board Member to return variable components of remuneration, since no grounds for doing so, referred to above, occurred.

1. Information on departures from the procedure of implementing the Remuneration Policy and departures applied in line with Article 90f of the Act on Public Offering, including the explanation of factors and the manner, and indication of elements subject to departure.

In 2022, there were no departures from the Remuneration Policy or the procedure of implementing the Remuneration Policy.

V. CONCLUSIONS

The Supervisory Board reviewed the remuneration and all benefits awarded to individual Management Board and Supervisory Board Members in terms of their compliance with applicable policies (the Remuneration Policy and the RT Remuneration Policy).

• 1. Remuneration paid to the Management Board Members both in cash and financial instruments complies with applicable policies and meets all legal requirements.
• 1. The applicable Remuneration Policy and RT Remuneration Policy constitute tools for remuneration management. These policies support sound and effective risk management in mBank Group and do not encourage employees to take excessive risk exceeding the risk appetite approved by the Supervisory Board but they encourage employees to take particular care of long-term interests of the Bank.
• 1. The applicable remuneration rules enable a flexible policy concerning variable components of remuneration, providing for, among others, a wide range of qualitative and quantitative factors making it possible to reduce or even withhold variable remuneration (also in respect of deferred parts) in the case the Company faces difficulties related to its financial standing or capital.
• 1. The Supervisory Board, guided by prudent and stable management of risk, capital and liquidity and out of concern for long-term interests of the Bank and interests of the Bank's shareholders and investors, positively assesses the application of the Remuneration Policy and compliance of remuneration paid to the Management Board and Supervisory Board Members with the Remuneration Policy applicable at the Bank.

* * *