mBank S.A.

Board/Management Information • Nov 3, 2020

Court registration of amendments to the By-laws of mBank S.A.

The Management Board of mBank S.A. (hereinafter the "Bank") announcesthat on 3 November 2019, the District Court for the capital city ofWarsaw, 12th Commercial Division of the National Court Register,registered amendments to the By-laws of mBank S.A. arising fromResolution No. 25, adopted by the 33rd Annual General Meeting of mBankS.A. on 27 March 2020.

Please be informed that the entry regarding amendments to the By-lawsregistered on 3 November 2020 includes, inter alia, the entry of achange in the amount of the share capital of the Bank, however this isdata as of 27 March 2020, that is as at the date of adoption of aresolution by the 33nd Annual General Meeting of mBank S.A. The actualamount of the share capital was reported in the current report 70/2020dated 23.10.2020. Starting from 23.10.2020 the share capital of the Bankequals to PLN 169,461,724 and divides into 42,354,431 ordinaryregistered shares and 11,000 ordinary bearer shares, each with nominalvalue PLN 4. Each share equals one vote at the general meeting ofshareholders of the Bank.

The total number of votes resulting from all shares of the Bank equalsto 42,365,431.

Moreover, please be informed that the entry to the register ofentrepreneurs regarding amendments registered on 3 November 2020indicates registration of an amendment to § 22 section 1 letter i) ofthe By-laws of the Bank. According to Resolution No. 25 adopted by the33rd Annual General Meeting of mBank S.A. on 27 March 2020 and themotion regarding registration of amendments submitted to the DistrictCourt for the capital city of Warsaw, 12th Commercial Division of theNational Court Register, among other provisions of the By-laws, §22section 1letter l) of the By-laws of the Bank have been included.

It is our opinion that the above-mentioned entry to the register ofentrepreneurs of 3 November 2020 contains an obvious typing mistake. TheBank shall submit a motion regarding correction of the above-mentionedobvious mistake. Nonetheless, taking into consideration the wording ofthe entry to the register of entrepreneurs of the National CourtRegister regarding amendments to By-laws of the Bank, a detailed listingof provisions of the By-laws of the Bank which have been amended oradded presented below does not include information regarding amendmentto § 22 section 1 letter i) of the By-laws of the Bank.

The following amendments are made to the By-laws of the Bank:

1. Letter l) in § 22 section 1) is changed and it reads as follows:: "l)approval of the remuneration policy for each category of persons, whoseprofessional activity has material impact on the Bank's risk profile;"

2. In § 22 section 1 letters o) and p) are added and they read asfollows: "o) approval of entering by the Bank into material transactionwith an associated entity, to the extent as required by commonly bindingprovisions of law, applicable to public companies; p) preparation ofannual report on remuneration of members of the Management Board and theSupervisory Board, to the extent as required by commonly bindingprovisions of law, applicable to public companies."

3. Letter c) in § 22 section 3 point 4 is changed and it reads asfollows: "c) issuing recommendations to the Supervisory Board regarding:general guidelines for the Management Board on the level and structureof remuneration for the senior management of the Bank and theremuneration policy for each category of persons, whose professionalactivity has material impact on the Bank's risk profile,"

4. § 34 is changed and it reads as follows: "34 The share capitalamounts to PLN 169,401,468 (one hundred sixty nine million four hundredone thousand four hundred sixty eight) and is divided into 42.350.367(forty two million three hundred fifty thousand three hundred and sixtyseven) registered and bearer shares with a nominal value of PLN 4 (four)per share."

Attached to this report is a unified text of the By-laws of mBank S.A.,including the above-mentioned changes.