mBank S.A.

Capital/Financing Update • May 29, 2020

Launch of the tender offer relating to certain notes issued by mBankS.A. and mFinance France S.A.

mBank S.A. with its registered office in Warsaw (the "Bank") announcesthat on 29 May 2020 the Bank launched invitations to the holders of theoutstanding:

1. EUR 500,000,000 1.398 per cent. fixed rate series 6 notes due on 26September 2020 issued by mFinance France S.A., the Bank's subsidiary, on26 September 2016, with ISIN code: XS1496343986 and listed on theregulated market run by the Luxembourg Stock Exchange (the "2020 Notes");

2. EUR 500,000,000 2.000 per cent. fixed rate series 5 notes due on 26November 2021 issued by mFinance France S.A., the Bank's subsidiary, on26 November 2014, with ISIN code: XS1143974159 and listed on theregulated market run by the Luxembourg Stock Exchange (the "2021Notes"); and

3. EUR 500,000,000 1.058 per cent. fixed rate series 9 notes due on 5September 2022 issued by the Bank on 5 September 2018, with ISIN code:XS1876097715 and listed on the regulated market run by the LuxembourgStock Exchange (the "2022 Notes" and jointly with the 2020 Notes and2021 Notes, the "Notes"),

to tender such Notes for purchase by the Bank for cash (the "TenderOffer").

Under the Tender Offer, the Bank intends to purchase certain Notes up tothe maximum aggregate purchase consideration (excluding any interest andsubject to amendment at the discretion of the Bank and subject toapplicable law) payable by the Bank not exceeding EUR 400,000,000, onthe terms and subject to conditions set out in the Tender OfferMemorandum issued by the Bank on 29 May 2020.

The Bank will pay for the Notes validly tendered, and accepted by it forpurchase pursuant to the relevant offers made in connection with theTender Offer, a cash purchase consideration of:

(a) with respect to the 2020 Notes, 100 per cent. of the principalamount (equivalent to EUR 1,000 per EUR 1,000 in principal amount) ofthe 2020 Notes validly tendered and accepted for purchase pursuant tothe Tender Offer;

(b) with respect to the 2021 Notes, 100.50 per cent. of the principalamount (equivalent to EUR 1,005 per EUR 1,000 in principal amount) ofthe 2021 Notes validly tendered and accepted for purchase pursuant tothe Tender Offer; and

(c) with respect to the 2022 Notes, 98 per cent. of the principal amount(equivalent to EUR 980 per EUR 1,000 in principal amount) of the 2022Notes validly tendered and accepted for purchase pursuant to the TenderOffer.

The Bank will also pay interest accrued and unpaid (if any) on the Notesvalidly tendered and accepted by it for purchase in connection with theTender Offer.

It is the Bank's current intention that 2022 Notes repurchased by theBank pursuant to the relevant offers made in connection with the TenderOffer will be cancelled. It is the Bank's current intention that 2020Notes and 2021 Notes repurchased by the Bank pursuant to the relevantoffers made in connection with the Tender Offer will be surrendered forcancellation although the Bank may hold such Notes for a period of timefollowing the settlement of the Tender Offer. Notes which have not beenvalidly tendered or have not been accepted for purchase pursuant to therelevant offers made in connection with the Tender Offer will remainoutstanding after the settlement of the Tender Offer.

The purpose of the Tender Offer is to enable the Bank and itssubsidiaries (together, the "Group") to maintain a prudent and proactiveapproach towards the management of the Group's funding and liquiditybase, in particular since the Notes do not qualify as EligibleLiabilities and do not contribute to the MREL requirement (MinimumRequired Own Funds and Eligible Liabilities) from the standaloneperspective of the Bank.

The Tender Offer is scheduled to expire on 5 June 2020 and its resultsare to be announced on 8 June 2020 via, among others, a notice on theLuxembourg Stock Exchange website. The Bank will also notify on theresults of the Tender Offer by the means of a separate current report.The settlement of the Tender Offer is scheduled for 10 June 2020.

The Bank has appointed Commerzbank Aktiengesellschaft and J.P. MorganSecurities plc as dealer managers for the Tender Offer.

The Bank can extend, re-open, withdraw, rescind or modify the terms ofthe Tender Offer.

Offer and distribution restrictions apply to the Tender Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSONLOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES ANDPOSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATEOF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES"))OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITEDSTATES SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR INOR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THISANNOUNCEMENT.