mBank S.A.

Board/Management Information • Feb 25, 2021

Warsaw, 25 February 2021

Annual Suitability Assessment of Supervisory Board and Audit Committee Members Conducted by the Executive and Nomination Committee

Pursuant to the Policy on the Assessment of Qualifications (Suitability) of Members of the Supervisory Body, Management Body and Key Functions Holders at mBank S.A. (Suitability Policy), the Executive and Nomination Committee conducted an annual suitability assessment of the Supervisory Board Members in the following composition:

Prof. Agnieszka Słomka-Gołębiowska, Chairwoman of the Supervisory Board;

• Ms. Aleksandra Gren, Member of the Supervisory Board;
• Mr. Tomasz Bieske, Member of the Supervisory Board;
• Mr. Mirosław Godlewski, Member of the Supervisory Board;
• Mr. Jörg Hessenmüller, Member of the Supervisory Board;
• Dr. Marcus Chromik, Member of the Supervisory Board;
• Ms. Sabine Schmittroth, Member of the Supervisory Board;
• Dr. Bettina Orlopp, Member of the Supervisory Board;
• 1. The Executive and Nomination Committee assessed in particular:
• a) collective and individual suitability of the Supervisory Board Members based on their activity, work efficiency and engagement in the functions performed in the Supervisory Board;
• b) whether the Supervisory Board Members guaranteed proper performance of the duties of a Supervisory Board Member;
• c) whether the Supervisory Board Members fulfilled the requirement to commit sufficient time to performing their functions on the Supervisory Board.

Having analysed the above criteria, the documentation on the Supervisory Board Members available at mBank S.A. and the activities of the Supervisory Board (including minutes of the Supervisory Board meetings), the Executive and Nomination Committee recommended the Supervisory Board to positively assess the suitability of its Members. Then, the Supervisory Board positively assessed the suitability of the Supervisory Board Members and decided to submit its assessment for approval to the Annual General Meeting of mBank S.A.

1. The Executive and Nomination Committee based its positive assessment on the following criteria:

Each Supervisory Board Member individually had knowledge, skills, and experience required to effectively perform supervisory functions. The Supervisory Board were collectively able to effectively evaluate and monitor decisions taken by the Management Board. The composition of the Supervisory Board ensured that each Supervisory Board Member had at least adequate theoretical knowledge of every field described in the Suitability Policy. Moreover, the rating scale in the suitability matrix appended to the Suitability Policy and the activity of the Supervisory Board Members indicate that most of the Supervisory Board Members had practical competencies (5 points) or broad competencies used in practice (5 points) in most of the categories. Therefore, the Supervisory Board had collective skills enabling them to present their views and influence the decision-making process.

As far as soft skills (as defined in line with the mBank S.A. manager model) are concerned, all Supervisory Board Members had competencies such as the ability to cooperate, ability to build respect for diversity, client-centricity, ability to work in the strategic context, efficient and empathetic decision-making in the situation of unexpected change and drive for selfimprovement. The skills of the Supervisory Board Members allowed them to duly perform their duties individually and collectively, as a body of the Bank.

1. Furthermore, the Executive and Nomination Committee has concluded that each Supervisory Board Member can be considered to be an honest person of good repute, guided by high ethical standards. All Supervisory Board Members were actively involved in their duties, did not engage in conflicts of interest, and were able to issue balanced, objective, and independent opinions. They therefore complied with the criterion of independence of judgment.

To the best knowledge of the Committee, there are no premises based on which the above assessment could be undermined in any scope. Thus, the Executive and Nomination Committee is of the opinion that the Supervisory Board Members guaranteed proper performance of their duties.

1. The Supervisory Board Members were able to commit the necessary amount of time required to perform their duties, and the number of management board and/or supervisory board functions held by them did not exceed the limits specified by the generally applicable legislation and did not conflict with the time requirements for Supervisory Board Members set out in the Suitability Policy.

2. The Executive and Nomination Committee conducted an annual suitability assessment of the Audit Committee of the Supervisory Board Members in the following composition:

Mr. Tomasz Bieske, Chairman; Ms. Aleksandra Gren, Member; Mr. Jörg Hessenmüller, Member;

• 1. The Executive and Nomination Committee assessed in particular:
• a) collective and individual suitability of the Audit Committee of the Supervisory Board Members based on their activity, work efficiency and engagement in the functions performed in the Audit Committee of the Supervisory Board;
• b) whether the Audit Committee of the Supervisory Board Members guaranteed proper performance of the duties of a Supervisory Board Member;
• c) whether the Audit Committee of the Supervisory Board Members fulfilled the requirement to commit sufficient time to performing their functions on the Supervisory Board.

Having analysed the above criteria, the documentation on the Supervisory Board Members available at mBank S.A. and the activities of the Audit Committee of the Supervisory Board (including minutes of the Audit Committee meetings), the Executive and Nomination Committee recommended the Supervisory Board to positively assess the suitability of the Audit Committee Members.

Prof. Agnieszka Słomka-Gołębiowska Chairwoman of the Executive and Nomination Committee Chairwoman of the Supervisory Board