mBank S.A.

Regulatory Filings • Feb 25, 2016

SECOND NOTIFICATION ABOUT THE PROPOSED DIVISION OF mWEALTH MANAGEMENTS.A. AND DOM MAKLERSKI mBANKU S.A.

Reference is made to the current report No. 103/2015 of 15 December 2015and the current report No. 5/2016 of 5 February 2016. The managementboard of mBank Spółka Akcyjna with its registered seat in Warsaw, postaladdress ul. Senatorska 18, 00-950 Warsaw, entered in the Register ofBusiness Entities kept by the District Court for the Capital City ofWarsaw in Warsaw, XII Commercial Division of the National CourtRegister, under KRS No. 0000025237 (the "Bank"), acting pursuant toArticle 539 §1 and 2 of the Commercial Companies Code (the "CCC"), inconnection with Article 402(1) of the CCC, hereby issues the secondannouncement about the proposed division of:

• Dom Maklerski mBanku Spółka Akcyjna with its registered seat inWarsaw, postal address ul. Wspólna 47/49, 00-684 Warsaw, entered in theRegister of Business Entities kept by the District Court for the CapitalCity of Warsaw in Warsaw, XII Commercial Division of the National CourtRegister, under KRS No. 0000003151 ("mDM") ("mDM Division"); and

• mWealth Management Spółka Akcyjna with its registered seat in Warsaw,postal address ul. Królewska 14, 00-065 Warsaw, entered in the Registerof Business Entities kept by the District Court for the Capital City ofWarsaw in Warsaw, XII Commercial Division of the National CourtRegister, under KRS No. 0000021519 ("mWM") ("mWM Division").

In reference to the current report No. 103/2015 of 15 December 2015 andthe current report No. 5/2016 of 5 February 2016, the management boardof the Bank once again provides the following information in connectionwith the notification of the mDM Division and the mWM Division.

The division of mDM will be effected in accordance with the procedurespecified in Art. 529 § 1.1 of the CCC, i.e. through a transfer to:

• the Bank of a part of the assets and liabilities of mDM in the form ofan organised part of the enterprise of mDM connected with the provisionof brokerage services (the "Brokerage Business");

• mCentrum Operacji sp. z o.o., with its registered seat in Łódź, postaladdress ul. Traktorowa 143, 91-203 Łódź, entered in the Register ofBusiness Entities kept by the District Court for Łódź-Śródmieście, XXCommercial Division of the National Court Registerm under KRS No.0000156764 ("mCO") of a part of the assets and liabilities of mDM in theform of an organised part of the enterprise of mDM connected with theservicing of and rendering of human resources and payroll services (the"HR and Payroll Services").

Pursuant to Art. 530 § 1 of the CCC, mDM will be wound up without goinginto liquidation on the date on which it is struck off the register,which will occur immediately upon the registration of the share capitalincrease of mCO in result of the mDM Division (the "mDM Division Date").

The division of mWM will be effected in accordance with the procedurespecified in Art. 529 § 1.1 of the CCC, i.e. through a transfer to:

• the Bank of a part of the assets and liabilities of mWM in the form ofan organised part of the enterprise of mWM connected with the provisionof brokerage services as well as other activities which do notconstitute the Operations of the Office of the Real Estate Market andAlternative Investment as defined below (the "Brokerage Business"); and

• through a transfer to BRE Property Partner sp. z o.o. with itsregistered seat in Warsaw, postal address ul. Królewska 14, 00-065Warsaw, entered in the Register of Business Entities kept by theDistrict Court for the Capital City of Warsaw, XII Division of theNational Court Register under KRS No 0000271011 ("BRE PP") of a part ofthe assets and liabilities of mWM in the form of an organised part ofthe enterprise of mWM connected with advisory and intermediationservices, within the scope of acquiring and investing in real estate aswell as other alternative investments (investment gold, investmentsilver, fine art), in favour of natural persons as well as theperformance of analysis within the scope of the real estate market (the"Operations of the Office of the Real Estate Market and AlternativeInvestments").

Pursuant to Art. 530 § 1 of the CCC, mWM will be wound up without goinginto liquidation on the date on which it is struck off the register,which will occur immediately upon the registration of the share capitalincrease of BRE PP in result of the mWM Division (the "mWM DivisionDate").

The mDM Division plan ("mDM Division Plan") and the mWM Division plan("mWM Division Plan") were published pursuant to Article 535 §3 of theCCC by being posted on the Bank's website(www.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/, Englishversion: www.mbank.pl/en/investor-relations/division-plan-of-mdm-mwm).

Pursuant to Article 540 §3(1) of the CCC, the Bank hereby announces thatuntil the completion of the general meeting of shareholders of the Bankthe agenda of which will include the adoption of a resolution on the mDMDivision and the mWM Division, the shareholders may review the followinginformation posted on the Bank's website, i.e. the shareholders areprovided with:

1) the mDM Division Plan and the mWM Division Plan (which also containthe information referred to in Article 534 §2 of the CCC) available atwww.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/, Englishversion: www.mbank.pl/en/investor-relations/division-plan-of-mdm-mwm;

2) the financial statements and the management board reports on theactivities of the Bank for the last three financial years, includingaudit opinions and reports, available atwww.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/, Englishversion: www.mbank.pl/en/investor-relations/division-plan-of-mdm-mwm;

3) the financial statements and the management board reports on theactivities of mDM, mWM, mCO and BRE PP for the last three financialyears, including audit opinions and reports (in case such reports andopinions were required), available atwww.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/;

4) management board reports of the Bank, mDM, mWM, mCO and BRE PP of 15December 2015 prepared for the purposes of the mDM Division and the mWMDivision and available atwww.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/, Englishversion: www.mbank.pl/en/investor-relations/division-plan-of-mdm-mwm;

5) the auditor's opinion regarding the audit of the mDM Division Plansigned on 15 December 2015 and the auditor's opinion regarding the auditof the mWM Division Plan signed on 15 December 2015 in terms of accuracyand reliability of those plans; the auditor's opinions are available atwww.mbank.pl/relacje-inwestorskie/plan-podzialu-mdm-mwm/, Englishversion: www.mbank.pl/en/investor-relations/division-plan-of-mdm-mwm.

Legal basis:Art. 539 §1 and 2 of the Act of 15 September 2000 - theCommercial Companies Code (Journal of Laws of 2013, item 1030, asamended), in connection with Article 402(1) of the Commercial CompaniesCode and Article 56 section 1.2 of the Act on Public Offering, theConditions Governing the Introduction of Financial Instruments toOrganised Trading, and Public Companies of 29 July 2005 (consolidatedtext: Journal of Laws of 2013, item 1382, as amended).