MBANK SA (49/2024) Uzyskanie zgód korporacyjnych wymaganych do emisji Instrumentów Dodatkowych w Tier 1 (AT1) .

Obtaining the corporate approvals required to issue Additional Tier 1

instruments (AT1)

mBank S.A. ("Bank") informs that on 18 September 2024 the Supervisory

Board adopted a resolution approving the issuance of capital bonds that

are to meet the conditions for qualification as Additional Tier 1

instrument, as referred to in Article 27a(1)(a) of the Bonds Act of

January 15, 2015 ("Additional Tier 1 Bonds" or "AT1 Bonds"). The AT1

Bonds are bonds without a fixed maturity date, entitling to receive

interest for an indefinite period, provided that the Bank may make an

early redemption under the terms and conditions.

The date of the AT1 Bonds issuance will be subject to market conditions.

The interest rate as well as the final total nominal value of the AT1

Bonds, will be determined on the basis of investor interest in the

course of book-building process, provided that the final total nominal

value will not exceed PLN 1,500,000,000. The face value will be no less

than PLN 400,000.

The AT1 Bonds will be offered only to qualified investors in a manner

that does not require the Bank to: (i) prepare a prospectus referred to

in Regulation (EU) 2017/1129 of the European Parliament and of the

Council of 14 June 2017 on the prospectus to be published when

securities are offered to the public or admitted to trading on a

regulated market, and repealing Directive 2003/71/EC or (ii) publish an

information memorandum referred to in Article 38b of the Act of 29 July

2005 Act on public offering, conditions governing the introduction of

financial instruments to organized trading, and public companies.

In respect of the issuance of AT1 Bonds, it is the Bank's intention to

qualify the proceeds from the issue, pursuant to Article 127 (1) and (2)

of the Banking Law of August 29, 1997, to own funds as Additional Tier 1

instrument in accordance with Article 52 of Regulation (EU) No. 575/2013

of the European Parliament and of the Council of June 26, 2013 on

prudential requirements for credit institutions and amending Regulation

(EU) No. 648/2012, after obtaining approval from the Polish Financial

Supervision Authority.

The Supervisory Board's approval is required in relation with Article

27m of the Bonds Act of January 15, 2015.

More information on page: http://biznes.pap.pl/en/reports/espi/all,0,0,0,1

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