Commentary & Deal Flow

7NC6: Final Books over €2.8bn (incl €50m JLM). Peak book above €3.5bn (excl. €50m JLM)

Launched: 7NC6: €750m @ MS+127bp - Orderbooks above €3.5bn (excl. €50m JLM)
Book Update: Orderbooks above €3bn (excl. €50m JLM)
IPTs: 7NC6: MS+165bp area

• Issuer: mBank S.A.
• LEI: 259400DZXF7UJKK2AY35
• ISIN: XS3386565991
• Issuer Ratings: BBB+/BBB+ (S&P/Fitch)
• Expected Issue Ratings: BBB-/BBB- (S&P/Fitch)
• Ranking: Green, Senior Non-Preferred (MREL eligible liabilities), Unsecured
• Format: Reg S Bearer
• Size: €750m
• Issue Date: 26-May-26 (T+5)
• Optional Redemption Date: 26-May-32
• Maturity Date: 26-May-33
• Reference Gilt: DBR 0 Feb-32, HR 109%
• Hedge Deadline: 15.30 CET
• Books Subject: Books to close 13:15 CET
• Early Redemption due to MREL Disqualification Event: Applicable. Upon the occurrence of a MREL Disqualification Event (as defined in Condition 7.4) the Issuer may redeem the Notes before the Maturity Date, in whole, but not in part, at their principal amount, together with interest accrued to the redemption date, for regulatory reasons, subject to the conditions for redemption set out in Condition 7.5
• Redemption at the option of the Issuer (Issuer Call): Applicable. Redemption at the option of the Issuer, as outlined in the Base Prospectus, will be subject to the prior consent of the Competent Authority if and as required under Applicable Banking Regulations and may only take place in accordance with Applicable Banking Regulations in force at the relevant time
• Redemption for tax reasons: Applicable. The Notes may be redeemed at the option of the Issuer, in whole but not in part, at any time upon the occurrence of certain events as set out in Condition 7.2, and subject to certain conditions set out in Condition 7.5
• Redemption at the option of the Issuer (Clean-up Call): The Issuer may, at its option, from (and including) the Clean-up Call Effective Date (as defined in Condition 7.7), but subject to the conditions set out in the Base Prospectus, redeem all but not some only of the Notes then outstanding at the Clean-up Call Option Amount specified in the applicable Final Terms together, if applicable, with unpaid interest accrued to (but excluding) the date fixed for redemption
• Interest: [●] % for the period from and including the Issue Date to but excluding the Optional Redemption Date. If the Notes are not redeemed on the Optional Redemption Date, for the period from and including the Optional Redemption Date to but excluding the Maturity Date 3mEuribor + Reset Margin, quarterly, payable in arrears on each Interest Payment Date
• Interest Payment Dates: 26 May of each year (first interest payment date on 26-May-27 until the Optional Redemption Date. Thereafter, if the Notes are not redeemed on the Optional Redemption Date quarterly on each 26 August, 26 November, 26 February and the Maturity Date
• Joint Lead Managers: Commerzbank (B&D, DM), Erste Group, HSBC, J.P. Morgan, Morgan Stanley
• Day Count Fraction: Actual/Actual (ICMA) for Fixed rate, Actual/360 for Floating rate
• Benchmark Discontinuation: Applicable pursuant to Condition 5.4
• Business Days: T2
• New Global Note: Yes
• Events of Default: Restricted in accordance with Conditions 10.3
• Waiver of set-off rights: Applicable
• Substitution and Variation: Applicable
• Clearing Systems: Euroclear / Clearstream Luxembourg
• Documentation: Pursuant to the € 5,000,000,000 Euro Medium Term Note Programme of the Issuer dated 07-Nov-25, as supplemented by the Supplement dated 13-May-26 (together, the “Base Prospectus”)
• Governing Law: English law, except the provisions of Condition 2 (Status of the Notes), Condition 4 (Waiver of Set-Off), Condition 20 (Acknowledgement of Bail-in and Loss Absorption Powers) and Condition 21 (Recognition of Stay Powers) which are governed by and construed in accordance with Polish law
• Listing: Luxembourg Stock Exchange, Regulated Market
• Denomination / Increment: € 100,000 / € 100,000
• Use of Proceeds: An amount equivalent to the net proceeds of the Notes will be used to finance or refinance, in whole or in part, existing and/or future eligible projects that meet the eligibility criteria defined in the Issuer's Group Green Bond Framework dated May 2026
• Target Market: Manufacturer target market (EU MiFID II & UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or FCA Product Disclosure Sourcebook (DISC) key information document (KID) has been prepared as not available to retail investors in EEA or the UK
• Stabilisation: FCA/ICMA
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus relating to the EMTN Programme and the Notes is and the applicable Final Terms will be available on the Issuer's website at https://www.mbank.pl/en/investor-relations/ratings-debt-instruments/issue-programs/
• Timing: Books open, today’s business