mBank S.A.

Share Issue/Capital Change • Nov 27, 2020

Recording the shares of mBank S.A. in the securities accounts of personstaking part in the Bank's incentive programmes under the conditionalshare capital increase

The Management Board of mBank S.A. (the "Bank") announces that 1,609shares of the Bank were recorded under the conditional share capitalincrease in the securities accounts of persons taking part in the Bank'sincentive programmes ("eligible persons") on 27 November 2020.

The aforementioned shares were issued on the basis of:

• Resolution No. 21 of the 21st Annual General Meeting of the Bank dated14 March 2008 on issuing bonds with a pre-emptive right to take upshares of mBank S.A., and on the conditional increase of the sharecapital by way of issuing shares with exclusion of the subscriptionright of the existing shareholders in order to enable the participantsin the incentive programme to take up the shares of mBank S.A., and onapplying for admission of the shares to trading on the regulated market,and on dematerialization of the shares (as amended) - 1,117 shares; and

• Resolution No. 3 of the 16th Extraordinary General Meeting of the Bankdated 27 October 2008 on issuing bonds with a pre-emptive right to takeup shares of mBank S.A. and on the conditional share capital increase byway of issuing shares with exclusion of the subscription right of theexisting shareholders in order to enable the participants in theemployee incentive programme to take up the Bank's shares, and onapplying for admission of the shares to trading on the regulated market,and on dematerialization of the shares (as amended) - 492 shares.

After recording the shares in the securities accounts of the eligiblepersons, the Bank's share capital amounts to PLN 169,468,160 and isdivided into 42,356,040 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 to42,367,040.

After recording the shares in the securities accounts of the eligiblepersons, the conditional increase of the Bank's share capital amounts to:

• PLN 1,471,840 under the conditional share capital increase underResolution No. 21 of the 21st Annual General Meeting of the Bank dated14 March 2008 on issuing bonds with a pre-emptive right to take upshares of mBank S.A., and on the conditional increase of the sharecapital by way of issuing shares with exclusion of the subscriptionright of the existing shareholders in order to enable the participantsin the incentive programme to take up the shares of mBank S.A., and onapplying for admission of the shares to trading on the regulated market,and on dematerialization of the shares (as amended); and

• PLN 2,340,320 under the conditional share capital increase underResolution No. 3 of the 16th Extraordinary General Meeting of the Bankdated 27 October 2008 on issuing bonds with a pre-emptive right to takeup shares of mBank S.A. and on the conditional share capital increase byway of issuing shares with exclusion of the subscription right of theexisting shareholders in order to enable the participants in theemployee incentive programme to take up the Bank's shares, and onapplying for admission of the shares to trading on the regulated market,and on dematerialization of the shares (as amended).

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.