Commentary & Deal Flow

Reoffer: PerpNC5: 6.735% / 100.00

IPTs: PerpNC5: 7.125%a

• Issuer: mBank S.A.
• Issuer LEI: 259400DZXF7UJKK2AY35
• Issuer Ratings: BBB+ (S&P, positive) / BBB+ (Fitch, stable)
• Rating of Notes: Exp. BB- by Fitch
• Notes: EUR 250,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Temporary Write Down Notes
• Status of the Notes: Direct, unsecured and subordinated obligations of the Issuer ranking pari passu without any preference among themselves
• Format: Reg S, Bearer, Category 2, TEFRA D
• Size: €250,000,000
• Reoffer: Price : 100.00 / Yield 6.735% (Annual)
• Coupon: 6.625% (Semi-Annual)
• Reset: +330.8bps
• Settlement Date: 29-Sep-26 (T+5)
• Maturity Date: Perpetual
• First Call Date: 29-Sep-31
• First Reset Date: 29-Mar-32
• Redemption at the option of the Issuer: Subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase), the Issuer may elect to redeem the Notes in whole, but not in part, (i) any date from (and including) 29-Sep-31 to (and including) the First Reset Date; or (ii) on any Interest Payment Date thereafter, at a redemption amount equal to 100 per cent. of their Prevailing Principal Amount plus any accrued and unpaid interest (excluding interest that has been cancelled in accordance with the Conditions) to such date. See Condition 7(c) (Redemption and Purchase – Redemption at the option of the Issuer).
• Early redemption as a result of a Capital Event: Upon the occurrence of a Capital Event in respect of the Notes (but subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase)), the Issuer may, at its option, redeem all (but not some only) of the Notes at any time at a redemption amount equal to 100 per cent. of their Prevailing Principal Amount together with any accrued and unpaid interest (excluding interest that has been cancelled in accordance with the Conditions) up to (but excluding) the date of redemption, subject to the Conditions as described in Condition 7(e) (Redemption and Purchase – Early Redemption as a result of a Capital Event).
• Redemption as a result of an MREL Disqualification Event: If an MREL Disqualification Event occurs and is continuing (but subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase)), the Issuer may, at its option redeem all (but not some only) of the Notes at any time at a redemption amount equal to 100 per cent. of their Prevailing Principal Amount together with any interest accrued (excluding interest that has been cancelled in accordance with these Conditions) to but excluding the date of redemption as described in Condition 7(f) (Redemption and Purchase – Early Redemption due to MREL Disqualification Event)
• Tax Redemption: Upon the occurrence of a Tax Event or a Withholding Tax Event, subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase), the Issuer may redeem the Notes in whole, but not in part, at any time at a redemption amount equal to 100 per cent. of their Prevailing Principal Amount, together with any interest accrued (excluding interest that has been cancelled in accordance with the Conditions) to but excluding the date of redemption as described in Condition 7(b) (Redemption and Purchase – Redemption for tax reasons).
• Residual Call: Subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase), if, at any time the outstanding aggregate principal amount of the Notes is 25 per cent. or less of the aggregate principal amount of the Notes originally issued, the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date at a redemption amount equal to 100 per cent. of their Prevailing Principal Amount together with any accrued and unpaid interest (excluding interest that has been cancelled in accordance with the Conditions) up to (but excluding) the date of redemption as described in Condition 7(d) (Redemption and Purchase – Issuer residual call).
• Interest Rate: Subject to Conditions 3(f), 5 and 6, the Notes will bear interest on their Prevailing Principal Amount from (and including) the Issue Date to (but excluding) 29-Mar-32 (the "First Reset Date") at the rate of 6.735 per cent. per annum.
  From and including the First Reset Date (as defined below), subject to Condition 3(f), 5 and 6 in respect of each Reset Period, the Notes will bear interest on their Prevailing Principal Amount at the rate per annum equal to the relevant Reset Rate of Interest as determined in accordance with Condition 4 (Interest).
• Interest Payment Dates: Interest shall be payable in equal instalments semi-annually in arrear on 29 March and 29 September in each year (each an "Interest Payment Date"), starting on (and including) 29-Mar-27.
• Interest Cancellation: The Issuer may elect at its sole and absolute discretion to cancel (in whole or in part) the interest otherwise scheduled to be paid on any date.
  Interest must be cancelled if and to the extent that:
  the Issuer does not have sufficient available Distributable Items;
  payment of such interest, when aggregated with other relevant distributions, would cause any Maximum Distributable Amount then applicable to the Group to be exceeded;
  the Competent Authority orders the Issuer to cancel such payment;
  such payment could not be made in compliance with the Solvency Condition;
  a Trigger Event occurs.
  Any interest cancelled in accordance with the Conditions will be non-cumulative, will not become due or payable at any time thereafter and its cancellation will not constitute a default by the Issuer.
• Day Count Fraction: Actual/Actual (ICMA)
• Business Days: T2 and Warsaw
• Use of Proceeds: General Corporate Purposes
• Waiver of Set-Off: No holder of the Notes shall be entitled to exercise any right of set-off, netting, counterclaim, abatement or other similar remedy against moneys owed by the Issuer in respect of the Notes, Coupons or Talons
• Trigger Event: A Trigger Event will occur if the CET1 Ratio of the Issuer or the Group falls below 5.125 per cent.
• Clearing: Euroclear and Clearstream, Luxembourg
• Write-Down Following a Trigger Event: If, at any time, it is determined that a Trigger Event has occurred:
  the Issuer shall (unless the determination was made by the Competent Authority), immediately, inform the Competent Authority (or procure that the Competent Authority is informed) of the occurrence of the relevant Trigger Event;
  the Issuer shall, without delay, give the relevant Trigger Event Notice to Noteholders which notice shall be irrevocable;
  any interest which is accrued to the relevant Write Down Date and unpaid shall be automatically and irrevocably cancelled (whether or not the same has become due for payment); and
  the then Prevailing Principal Amount of each Note shall be automatically and irrevocably reduced by the relevant Write Down Amount.
  See further Condition 6(a) (Write Down and Write-up – Write Down)
• Write-Up of the Notes at the Discretion of the Issuer: To the extent permitted in compliance with the Applicable Banking Regulations and subject to any Maximum Distributable Amount, the Issuer, to the extent permitted in compliance with the Applicable Banking Regulations, shall have full discretion to reinstate any portion of the principal amount of each Note which has been Written Down and which has not previously been Written Up, up to a maximum of its Initial Principal Amount, on a pro rata basis and without any preference among themselves and on a pro rata basis with the write up of all Written Down Additional Tier 1 Instruments (if any). See further Condition 6(d) (Write Down and Write-up – Write Up)
• Denominations: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000
• Listing: Luxembourg Stock Exchange (Regulated Market)
• Governing Law: English Law, except for Conditions 3(b) to 3(e) (both inclusive) and 3(g) (Status and Subordination), Condition 20 (Acknowledgement of Bail-in and Loss Absorption Powers) and Condition 21 (Recognition of Stay Powers) which shall be governed by Polish law
• Substitution and Variation: Subject to Condition 7(j) (Redemption and Purchase – Conditions to Redemption, Substitution, Variation or Repurchase) and the Applicable Banking Regulations, the Issuer may substitute all (but not some only) of the Notes or vary the terms of the Notes as provided in Condition 18 (Substitution and Variation of the Notes) (including changing the governing law of Condition 20 (Acknowledgement of Bail-in and Loss Absorption Powers)), without any requirement for the consent or approval of Noteholders.
  If the Issuer has elected to substitute or vary the terms of the Notes and prior to the substitution or variation of the Notes, a Trigger Event occurs, the relevant substitution or variation notice shall be automatically rescinded and shall be of no force and effect.
• Acknowledgement of Bail-in and Loss Absorption Powers: Each Noteholder acknowledges and accepts that any liability arising under the Notes may be subject to the exercise of such Bail-in and Loss Absorption Powers as may be exercised by the Relevant Resolution Authority – see further Condition 20 (Acknowledgement of Bail-in and Loss Absorption Powers)
• Target Market: Manufacturer target market (EU MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels), excluding persons that may be treated as professional on request. Manufacturer target market (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
• Documentation: AT1 Drawdown Prospectus. Preliminary Prospectus dated 21-Sep-26 (the “Preliminary Prospectus”). Defined terms used and not defined in this Term Sheet have the meanings given in the section of the Preliminary Prospectus “Terms and Conditions of the Notes” (the “Conditions”, and references to a particularly numbered “Condition” should be read accordingly). This Term Sheet should be read together with, and is qualified in its entirety by, the Conditions
• ISIN / Common Code: XS3516310151 / 351631015
• Timing: TOE 15:22 CET // FTT 15:45 CET
• Arranger: Commerzbank AG
• Joint Bookrunners: Commerzbank AG (B&D), Erste Group, Goldman Sachs Bank Europe SE, J.P. Morgan SE, and UBS Europe SE