mBank S.A.

Capital/Financing Update • Aug 26, 2020

Resolution of the Management Board on approval of the substitution frommFinance France to mBank

The Management Board of mBank S.A. with its registered office in Warsaw("Bank") informs that on 25 August 2020 it adopted the resolution("Resolution"), in which the Management Board agreed to:

1. the substitution of mFinance France ("mFinance") by the Bank as theissuer in respect of the Notes (the "Substitution"). As a result of theSubstitution, obligations of mFinance to the noteholders will beextinguished and replaced by identical obligations of the Bank to thenoteholders.2. The netting of payments between mFinance and mBankunder the Substitution.

The Substitution will cover two series of notes ("Notes") issued bymFinance under the established programme for the issuance of debtsecurities with an aggregate principal amount up to EUR 3,000,000,000(in words: three billion euro):

a) Series 5 notes of EUR 500,000,000 (in words: five hundred millioneuro) - an equivalent of PLN 2,195.75 million according to average NBPFX rate as at 25.08.2020 - issued on 26 November 2014, 2.000 per cent.fixed rate due on 26 November 2021, with ISIN code: XS1143974159 andlisted on the regulated market run by the Luxembourg Stock Exchange (the"2021 Notes"). The outstanding principal amount of the 2021 Notes isequal to EUR 427,583,000 - an equivalent of PLN 1,877.73 millionaccording to average NBP FX rate as at 25.08.2020; andb) series 7notes of CHF 200,000,000 (in words: two hundred million Swiss francs) -an equivalent of PLN 816.84 million according to average NBP FX rate asat 25.08.2020 - issued on 28 March 2017, 1.005 per cent. fixed rate dueon 28 March 2023, with ISIN code: CH0359915433 and listed on theregulated market run by SIX Swiss Exchange (the "2023 Notes").

The Substitution will be executed upon fulfillment of all actionsrequired by law and relevant provisions in the Notes documentation,including those outlined in Condition 14 of the Notes.

The Substitution does not cover series 6 notes of EUR 500,000,000 (inwords: five hundred million euro) - an equivalent of PLN 2,195.75million according to average NBP FX rate as at 25.08.2020 - issued on 26September 2016, 1.398% per cent. fixed rate due on 26 September 2020,with ISIN code: XS1496343986 and listed on the regulated market run bythe Luxembourg Stock Exchange (the "2020 Notes"). The outstandingprincipal amount of the 2020 Notes is equal to EUR 464,822,000 - anequivalent of PLN 2,041.27 million according to average NBP FX rate asat 25.08.2020. The 2020 Notes will be redeemed by mFinance in accordancewith terms and conditions of the issue on the maturity date.

Taking into consideration that: (i) the Bank agreed to fully guaranteeto the holders of the Notes (the "Noteholders") the due and timelypayment of all amounts payable by mFinance at the time they become due,in the event that mFinance fails to fulfil its obligations towards theNoteholders (the "Guarantee") and (ii) to secure the Bank's claimsagainst mFinance arising from the performance of the Guarantee and totransfer the net proceeds of the Notes ("Net Proceeds") to the Bank,mFinance has transferred cash amounts representing the Net Proceeds tothe Bank's ownership in the form of the deposit (in Polish: kaucja; the"Deposit"); the netting referred to in point 2 above will consist of anoffset between (i)the Bank's receivables resulting from taking on aliability to make a payment in the amount equal to the Net Proceeds andaccrued interest on this amount, against (ii) mFinance's receivablesresulting from the return of the Deposit and accrued interest on thisamount (the "Offset").

The Resolution enters into force on the day the Supervisory Board issuesa positive opinion and agrees to the Substitution and the Offset.