mBank S.A.

Share Issue/Capital Change • Oct 23, 2020

Recording the shares of mBank S.A. in the securities accounts of personstaking part in the Bank's incentive program under the conditional sharecapital increase

The Management Board of mBank S.A. (the "Bank") announces that 172shares of the Bank were recorded under the conditional share capitalincrease in the securities accounts of persons taking part in the Bank'sincentive program ("eligible persons") on 23 October 2020.

The aforementioned shares were issued on the basis of Resolution No. 38of the 31st Annual General Meeting of the Bank dated 9 May 2018 on theissue of subscription warrants, conditional share capital increase withdivestment of the existing shareholders' pre-emptive right tosubscription warrants and shares, change of the company's by-Laws and onapplying for admission of shares to trading on the regulated market, anddematerialization of shares.

After recording the shares in the securities accounts of theeligiblepersons, the Bank's share capital amounts to PLN 169,461,724 andis divided into 42,354,431 ordinary bearer shares and 11,000 ordinaryregistered shares with a nominal value of PLN 4 each. Each share carriesthe right to one vote during the Annual General Meeting of the Bank.

The total number of votes stemming from the Bank's shares amounts to42,365,431.

After recording the shares in the securities accounts of the eligiblepersons, the conditional increase of the Bank's share capital amounts toPLN 3,704,008 under the conditional share capital increase underResolution No. 38 of the 31st Annual General Meeting of the Bank dated 9May 2018 on the issue of subscription warrants, conditional sharecapital increase with divestment of the existing shareholders'pre-emptive right to subscription warrants and shares, change of thecompany's by-Laws and on applying for admission of shares to trading onthe regulated market, and dematerialization of shares.

Since the Bank's shares are dematerialized, recording the shares in thesecurities accounts of the eligible persons is regarded as equivalent toissuing share documents under the conditional share capital increase.