mBank S.A.

Registration Form • May 31, 2022

Court's registration of amendments to the By-laws of mBank S.A. - errorof the registry court

The Management Board of mBank S.A. (hereinafter the _quot;Bank_quot;) announcesthat on 30 May 2022, the District Court for the capital city of Warsaw,13th Commercial Division of the National Court Register ("RegistryCourt"), registered amendments to the By-laws of mBank S.A. arising fromResolution No. 24, adopted by the 35th Annual General Meeting of mBankS.A. on 31 March 2022.

The registration concerns the following amendments to the By-laws of theBank:

1. In § 6 section 5 is changed and it reads as follows:

"The Bank may perform, or act as an intermediary in the performance of,activities indicated in section 1 and 2, for banks, credit institutions,financial institutions, lending institutions or affiliates, providingthat those activities are included in the scope of activities of thecommissioning entity."

2. In § 11 section 2 is added and it reads as follows:

"2. Acquisition and disposal of real property, perpetual usufruct, or ofan interest therein shall not require a resolution of the GeneralMeeting."

3. § 30b is changed and it reads as follows:

"1. The Bank's internal legislation shall be issued in the form of:

a) strategies - by the Management Board or the Management Board and theSupervisory Board,

b) policies - by the standing committees, appointed on the basis of § 8asection 3, Management Board or Management Board and Supervisory Board,

c) regulations - by the President of the Management Board,

d) circular letters - by the Management Board Members, ManagingDirectors or directors of organisational units of the Bank,

e) organisational rules of organisational units of the Bank - by theManagement Board Members or Managing Directors,

f) work procedures - by the Management Board Members, Managing Directorsor directors of organizational units of the Bank.

2. Detailed rules of issuing internal legislation of the Bank arespecified in a relevant regulation on internal legislation."

4. § 34 is changed and it reads as follows:

"The share capital amounts to PLN 169,539,536 (one hundred sixty ninemillion five hundred thirty nine thousand five hundred thirty six) andis divided into 42.384.884 (forty two million three hundred eighty fourthousand eight hundred eighty four) registered and bearer shares with anominal value of PLN 4 (four) per share."

At the same time, the Management Board informs that the registration ofthe aforementioned amendments to the to the By-laws of the Bank was madedue to an error of the Registry Court.

The Bank submitted an application for the registration of the amendmentsto the By-laws in view of provision of Article 430 §2 of the Act datedSeptember 15 2000 Code of Commercial Companies, according to which: _quot;Themanagement board shall report an amendment to the by-laws to theregistry court. An application for registration of the amendment to theby-laws shall be filed within three months of the adoption of a relevantresolution by the general meeting, subject to the provisions of Article431 § 4 and Article 455 § 5._quot;

Simultaneously with the application for registration of amendments tothe By-laws of the Bank, a motion was also filed to suspend theproceedings in this respect. The above resulted from the fact thatpursuant to Art. 34 section 2 of the Banking Law Act dated August 291997, amendments to the by-laws of a bank require permission of thePolish Financial Supervision Authority. A relevant application forpermission to amend the By-laws was submitted to the Polish FinancialSupervision Authority. However, the proceedings concerning the issuanceof the permission for the amendments had not been completed by the timethe application for the registration of the amendments was filed withthe Registry Court.

The Registry Court overlooked the Bank's request to suspend theproceedings and, erroneously, registered the aforementioned amendmentsto the By-laws of the Bank.

Considering that the ruling of the Registry Court dated 30 May 2022concerning registration of the amendments to the By-laws was issuedwithout the permission of the Polish Financial Supervision Authorityrequired under Article 34 Section 2 of the Banking Law Act dated 29August 1997, the Bank will file a complaint against the said ruling.

In view of the foregoing, a consolidated text of the By-laws of the Bankincorporating amendments registered by the Registry Court on May 30 2022has not been attached to this current report.