mbank group

mBank Group

A Leading Bank in One of EU’s Strongest Economies

Debt Investor Presentation

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Disclaimer (1/2)These materials have been prepared by mBank S.A. (the "Bank"). Any person or entity considering making any investment based upon information contained in these materials should ensure that they are properly, independently and professionally advised. These materials were designed for use by specific persons familiar with the business and affairs of the Bank and its subsidiaries and affiliates and should be considered only in connection with other information, oral or written, provided by the Bank (or any subsidiary or affiliate) herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered as a recommendation with respect to, any transaction or other matter.

The information in these materials, which does not purport to be comprehensive, has been provided by the Bank and has not been independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Bank or any of the Bank's subsidiaries or affiliates or by any of their respective officers, employees or agents in relation to the accuracy or completeness of these materials or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed.

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This document is only being distributed to, and is only directed at, (1) persons who are outside the United Kingdom or (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities of the Bank will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

These materials may not be communicated to or distributed in the Republic of Italy and no securities may be offered, sold or delivered nor any copy of any other document relating to the securities may be distributed in the Republic of Italy, in accordance with the Italian applicable laws and regulations, including in a way that would constitute an offer to the public as defined in Article 1, paragraph 1, letter (d) of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) or to qualified investors (investitori qualificati), as referred to in Article 100 of the Financial Services Act and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time.

The information in this presentation is given in confidence and the recipients of this presentation should not engage in any behaviour in relation to qualifying investments or related investments (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct (or equivalent) made pursuant to FSMA) which would or might amount to market abuse for the purposes of FSMA.

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Disclaimer (2/2)This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information in any prospectus to be published by the Bank. Copies of the updated base prospectus in respect of mFinance France SA’s (“mFinance”) €3,000,000,000 Euro Medium Term Note Programme guaranteed by the Bank dated 24 March 2015 (as supplemented by the prospectus supplements dated 4 May 2015 and 12 June 2015) (the "Prospectus") will be available, when published, in electronic form, together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Prospectus includes a description of risk factors relevant to mFinance and the Bank. mFinance France S.A. was formerly known as BRE Finance France S.A. and the Bank was formerly known as BRE Bank SA.

This document has not been approved by the Commission de Surveillance du Secteur Financier or any other competent authority in the European Economic Area. This document does not constitute or form part of any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Notes of the Bank or mFinance or any other securities, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Bank or mFinance. The information contained herein is for discussion purposes only and does not purport to contain all the information that may be required to evaluate the Bank, mFinance or their respective financial positions. Any offer, inducement or announcement to acquire Notes of mFinance will be made solely by means of the Prospectus and any decision to keep, buy or sell Notes in mFinance should be made solely on the basis of information contained in the Prospectus. This document does not constitute a recommendation regarding the Notes of mFinance or the Bank or any other securities.

The information in this document is still in draft form and is subject to verification, finalisation and change, and none of the Bank, mFinance, Barclays Bank PLC, Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc or any other person is under any duty to update or inform you of any changes to such information. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Bank, mFinance, Barclays Bank PLC, Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc or any of such persons' directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Bank, mFinance, Barclays Bank PLC, Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc or any of such persons' members, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

Certain statements, beliefs and opinions in this document, including those related to the Notes, are forward-looking, which reflect the Bank and mFinance'scurrent expectations and projections about future events. These statements typically contain words such as "anticipate", "assume", "believe", "expect", "plan", "intend" and words of similar substance. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Neither the Bank, mFinance nor any other person undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. No statement in this presentation is intended to be a profit forecast.

This presentation contains information regarding the past performance of the Bank and its subsidiaries. Such performance may not be representative of the entire performance of the Bank and its subsidiaries. Past performance is neither a guide to future returns nor to the future performance of the Bank.

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Agenda

Key Investment Highlights

mBank Group’s Performance

- Financial Results

- Asset Quality

- Funding & Capital

Transaction Overview

Appendices

- Additional Information on the Polish Economy

- Additional Information on the Polish Banking Sector

- Detailed mBank Group’s Financial Information

- Excerpt from the survey of mBank’s mortgage clients

- Management Team

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1

3

5

2

4

6

Prudent risk management and

a robust balance sheet

An attractiveand healthy

banking sector

A leading universalbank in Poland

Bank’s 2012-2016 strategy building on key competitive strengths

Leading market positions, highly efficient platform

underpinning strong financial results

A resilient economy with fundamentals supporting

growth prospects

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General description Key financial data (PLN M)

Key product lines – Q1 2015 Market position by total assets (PLN B)as of 31.03.2015

mBank Group in a snapshot

• Poland’s 4th largest universal banking group in terms of total

assets and customer gross loans and 5th by deposits as at the

end of March 2015

• Well capitalised, liquid bank with a strong funding profile

• Among Poland’s most efficient banking platform built on the

principles of organic growth

• A well balanced business mix with leadership positions in both

retail and corporate banking segments attracting continued

inflows of new clients

• Credit rating by Fitch (BBB-/F3) and Standard & Poor’s (BBB/A-2)

• Listed on the Warsaw Stock Exchange since 1992,

69.5% owned by Commerzbank

Citi Handlowy

47.2

Millennium

64.1

Getin Noble

72.8

ING BSK

102.6123.3

BZ WBK

131.4

Pekao

163.5

PKO BP

256.6

2011 2012 2013 2014

Net loans 67,852 66,947 68,210 74,582

Assets 98,876 102,145 104,283 117,986

Deposits 54,244 57,984 61,674 72,422

Equity 8,073 9,619 10,256 11,073

Total income 3,521 3,571 3,674 3,939

Net profit 1,135 1,197 1,206 1,287

Cost/Income ratio 47.7% 46.5% 45.7% 44.9%

Cost of risk (bps) 60 66 70 72

RoE net 16.4% 14.6% 13.1% 13.1%

Loans/Deposits 125.1% 115.5% 110.6% 103.0%

Core Tier 1 9.6% 13.0% 14.2% 12.3%1

CAR 15.0% 18.7% 19.4% 14.7%1

NPL ratio 4.7% 5.2% 6.3%2 6.3%2

NPL coverage 72.7% 69.6% 53.6%2 57.2%2

Corporates andFinancial Markets

Fully fledged offering:

• Corporate banking

• Transactional banking

• Investment banking

• Brokerage

• Leasing

• Factoring

18,133 clients

29 branches and 18 offices

Retail Banking

A wide range of modernfinancial services formass market, affluentand private bankingclients as well as entrepreneurs

4,803 thou. clients

223 branches 35 branches

PolandCzech Republicand Slovakia

2 Since Q4/13 a modified methodology of non-performing loan (NPL) recognition in retail area has been applied

1 Since the end of March 2014 the capital ratios are calculated in accordance with Basel III rules

#4

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Poland – one of EU’s most resilient economies

Strengths Contributions to GDP growth

Poland – the fastest growing economy in the CEE region

Source: Central Statistical Office of Poland, Eurostat. 1 Share of 2013 Nominal GDP of CEE region defined as: Bulgaria, Czech Republic, Hungary, Poland, Romania and Slovakia

46.3%

12.4%

17.0%

7.2%

3.9%

13.2%

2013 Nominal GDP share

EU-28

Bulgaria1.4%

1.3%

2.4%Slovakia

5.7%3.0%

Romania

5.2%

Hungary

Czech Republic2.3%

4.3%3.3%

3.8%

2.8%

Poland3.3%

6.7%

5.8%

Real GDP growth

Poland

Slovakia

Bulgaria

Romania

CzechRepublic

Hungary

GDP index (2008=100)

• The largest economy in the CEE with almost 50% of region’s

gross domestic product1

• Track record of steady growth despite prolonged turmoil on

the international financial markets

• Reform-oriented policies supporting ambitious fiscal targets

and stable/positive rating outlook (confirmed by agencies

and recent fiscal data)

• The most liquid financial market in the region

• Economic rebound began in 2013 and it’s set to accelerate in

the coming quarters. Poland should continue to outperform

most of its peers

2014 2015-2016 (forecast)

90

95

100

105

110

115

120

125

Q1/08 Q1/09 Q1/10 Q1/11 Q1/12 Q1/13 Q1/14 Q1/15

Poland Hungary Czech Republic

Slovakia Bulgaria Romania

2.1

3.64.0

4.84.64.54.85.1

3.7

2.2

1.3

0.20.50.8

2.43.0

3.53.63.33.33.63.73.94.3

-4

-2

0

2

4

6

8

Q1/10 Q3/10 Q1/11 Q3/11 Q1/12 Q3/12 Q1/13 Q3/13 Q1/14 Q3/14 Q1/15 Q3/15

Investment Net exports ConsumptionInventories GDP YoY (%)

mBank’sforecast

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Sound fundamentals for the banking business

Relatively strong labour market Inflation set to remain low, as in other CEEs

Consistent fiscal discipline Underleveraged private sector

Euro area

11.3%

EU-28

9.8%

Hungary

7.4%

Czech Republic

5.8%

Poland

7.7%

Unemployment rate – 31.03.2015 Harmonised indices of consumer prices (HICP)

Source: Eurostat, World Bank.

52.1%

126.5%

58.2%

Czech Republic

Hungary Euro areaEU-27

123.0%

Poland

54.8%50.1%

Poland

92.2%

Euro areaHungarySlovakia

76.9%

53.6%

Czech Republic

42.6%

Domestic credit to private sector (% of GDP) - 2013General government debt (% of GDP) - 2014

-1.2%

0.1%

-0.5%

-2

-1

0

1

2

3

4

5

6

7

Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15

Poland Czech Republic Hungary

7%

6%

5%

4%

3%

2%

1%

0%

-1%

-2%

Core Tier 1 Tier 2

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An attractive and healthy banking sector

Banking sector penetration in Poland

Source: National Bank of Poland, Polish FSA. Note: Since the end of March 2014 capital ratios are calculated in accordance with Basel III rules.

Asset quality & Regulations Efficiency & Returns – the Polish banking sector

Capitalisation & Funding – the Polish banking sector

2013

15.7%

14.1%

2012

14.7%

13.1%

2011

13.1%

11.7%

2014

14.7%

13.4%

2013

112.1%

2012

115.1%

2011

118.4%

2014

108.0%

CAR & Core Tier 1 Gross loans / Deposits% GDP - 2014 2012 – 2014 growth

Mortgage loans

20.4%

Total retail loans

33.9%

Corporate loans

17.4%

Mortgage loans

10.3%

Total retail loans

10.2%

Corporate loans

10.6%

• Strict origination standardsfor retail and mortgage loans

• FX mortgages only to borrowers earning incomein the loan currency

• 9% minimum Core Tier 1 requirement

Mortgages

3.4%

Retail

6.7%

Total

8.2%

NPL ratio – 31.03.2015 Prudent supervision

2013

53.1%

2012

50.9%

2011

50.7%

2014

51.0%

Cost / Income ratio Return on Equity

10.3%

20132012

11.0%

2011

12.9%

2014

10.2%

CAGR

CAGR

K1 – annual salesover PLN 500 Mand non-banking financial institutions

K2 – annual salesPLN 30 M to PLN 500 M

K3 – annual salesbelow 30 M

Corporate customers split:

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Unique story of successful organic growth

Number of retail customers (thou.)

Number of corporate customers

Source: The survey of mBank’s mortgage clients conducted between April 10, 2013 and May 24, 2013. The method was a telephone interview (CATI).

409

493570

504559

606673

762 767

2014

+32%

4,689

3,885

41

2013

4,368

3,695

2012

4,134

3,528

2011

3,925

3,366

2010

3,677

3,173

2009

3,436

2,866

2008

3,021

2,528

2007

2,453

2,044

2006

1,626

2005

1,278

2004

949

2003

660

2002

372

2001

121

4,80394

3,942

03/15

mBank CZSK

Poland

Orange Finance

898

2008

13,098

3,993

1,101

13,2711,185

8,177

2010

12,285

2007

3,896

968996

3,658

2006

7,631

17,787

2014

+7%

10,805

5,144

9,2848,546

13,977

2011

1,228

4,2464,583

928

10,056

2012

5,022

1,2551,838

15,09516,333

2013

12,836

3,810

2009

8,128

3,179

5,926

2005

10,033

8,2347,003

969

3,470

11,442

1,839

10,977

5,317

18,133

03/15

Corporate loans: PLN 35.3 BCorporate deposits: PLN 30.8 B[as of 31.03.2015]

A unique retail customer base

Fully fledged corporate offering

Business Client

than average market clients as confirmedby the results of the Social Diagnosis 2013

mBank’s mortgage clients are:

• Younger:83% under 45

• Living mostly in urban areas:59% in cities above 100 thou.

• Better educated:77% with higher education

• Wealthier:38% with income above PLN 6,000

Retail loans: PLN 43.8 BRetail deposits: PLN 39.7 B

[as of 31.03.2015]

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Highly efficient platform underpinning strong financial results

mBank Group’s revenue composition – 2014 mBank Group’s key market sharesas of 31.03.2015

mBank Group’s efficiency of operations mBank Group’s development of net profit & ROE(PLN M)

Source: Polish FSA data for the sector.

Corporate Bonds

13.1%

Corporate Deposits

8.9%

Corporate Loans

6.3%

Retail Deposits

5.3%

Mortgage Loans

7.6%

RetailLoans

6.5%

Cost/Income ratioRevenue per employee (PLN thou.)

339

51.0%

2014

44.9%

639

2013

45.7%

602

2012

46.5%

578

2011

47.7%

570

sector2014

Retail Banking

Corporates and

Investment Banking

Financial Markets

and Other

Total income: PLN 3,939.2 M

60%

34%

6%

2014

1,287

13.1%

2013

1,206

13.1%

2012

1,197

14.7%

2011

1,135

16.4%

2010

642

11.8%

Market03/15

|12

Prudent risk management and a robust balance sheet

mBank Group’s NPL ratio v. Market Net loan to deposit ratio ahead of strategic target level

A well funded balance sheet (PLN B)as of 31.03.2015

Strong capitalisation and liquidityas of 31.03.2015

11.6

Equity

3.9

Other

4.4

USD

1.9

69.4

CHF

20.6 19.2

PLN

1.9

16.9

EUR

14.6

82.3

Assets Liabilities

Total assets: PLN 123.3 B

9.4%

24.7%

CET 1Ratio

Equity/Assets

Total CapitalRatio

12.9%

16.3%

Securities/Assets

Source: Polish FSA data for the sector. Note: Since the end of March 2014 the capital ratios are calculated in accordance with Basel III rules.

currentapproach 03/15

8.2%

20142010

5.1%

2011

5.2%5.3%

6.3%

2012

6.4%

4.7%

6.1%

previousapproach

2013In Q4/13 the modified

methodology of NPL recognition

in retail area was implemented

in mBank Group.

125.1%

103.0%

2013 2014 03/15

115.5%

2010 2011

109.9%

125.9%

2012

TargetL/D ratio≈115%

110.6% 109.9%

Highlights of mBank Group’s 2012-2016 strategy

Key initiatives of the strategy

Cost/Incomeratio

Loan/Depositratio Gross ROE Net ROA CET11

|13

2012-2016 strategy targets – almost already achieved

44.9%Max. 48.0%

Target – 2016

Actual – 2014

103.0%

≈115% 16.9%

Min. 15% 1.1%

Min. 1.4%≈11%

12.3%

1 Target based on Basel II AIRB approach, actual ratio based on fully loaded Basel III

Continued development

and implementation of the

“One Bank” approach

• Group rebranding with an aim to bring all retail operations under the common umbrella of “One bank” strategy and reorganisation of corporate and investment banking into an integrated “One” offering

• New “One network” concept to adjust to the changing customer behaviour and increase network availability

• Positioning the mBank name as the generic name for mobile banking

• Establish and maintain the position of the most convenient transactional bank in Poland

Selectively exploit attractive

opportunities to grow the business

in retail and corporate

• Retail banking: Enhancing client acquisition through the "New mBank" platform; growing lending business with a more attractive risk-return profileand higher margin characteristics; ensuring a stable and adequate deposit base by leveraging the transactionality

• Corporate banking: Exploit expected growth in the sector as economy recovers; acceleration of lending and integrated corporate and investment banking offer to small and medium enterprises; continued growth in number of clients across all segments

Active balance sheet management

and continued improvement

in profitability

• Continued focus on sourcing diversified and attractively priced funding including new area of covered bond program by mBank Hipoteczny

• Improving return on assets through change of lending mix and phase-outof legacy FX mortgage portfolio

• 2012–2016 Strategy targets delivered already. Focus on maintaining adequate capitalisation, strict cost control, balanced business growth and improving returns for shareholders, allowing for generous dividend distribution (>50%)

|14

Agenda



- Financial Results

- Asset Quality

- Funding & Capital


Appendices





- Management Team

CAGR

bps

|15

Loan Loss Provisions & Cost of Risk(PLN M)

Net profit attributable to owners of mBank & Return on Equity(PLN M)

2014

1,771

+6%+3%

2013

1,678

2012

1,661

2011

1,680

2010

1,617

2009

1,545

635

373 445 478 516

20102009

1,097

+8%

2014201320122011

642

2014

+7%

1,287

2013

1,206

2012

1,197

2011

1,135

20102009

54.2% 51.8% 47.7% 46.5% 45.7%

CAGR

44.9%

3.2% 11.8% 16.4% 14.6% 13.1% 13.1%

129

210 114 60 66 70 72

CAGR

-14%

CAGR

+58%

mBank Group’s historical performance

Total income & NIM(PLN M)

Total costs & C/I ratio(PLN M)

Historical View

Balance Sheet

Asset Quality

Funding & Capital

2.3% 2.2% 2.5% 2.4% 2.2% 2.3%

595 746840 787 835

902598

568505 613

5473,571

2,280

+7%+7%

2014

3,939

2,491

2013

3,674

2,226

20122011

3,521

2,167

514

2010

3,125

1,811

2009

2,851

1,658

NII

NFC

Trading & other

+8%

2014

11,073

2013

10,256

2012

9,619

2011

8,073

2010

7,077

2009

4,271

Equity & CAR(PLN M)

CAGR

|16

Total Assets (PLN B)

Total Gross Loans (PLN B)

Total Deposits(PLN B)

+13%+8%

2014

118.0

2013

104.3

2012

102.1

2011

98.9

2010

90.0

2009

81.0

11.50% 15.90% 14.96% 18.73% 19.38%

+10%+7%

2014

77.4

41.6

32.8

3.0

2013

70.6

38.3

29.5

2.8

2012

69.5

37.7

28.4

3.4

2011

70.2

38.7

27.9

3.7

2010

61.8

33.7

25.6

2.6

2009

54.4

28.9

23.4

2.1

+11% +17%

2014

72.4

39.3

32.2

0.9

2013

61.7

34.2

26.8

0.7

2012

58.0

33.2

24.3

0.5

2011

54.2

26.7

27.0

0.5

2010

47.1

25.1

21.1

0.9

2009

42.8

25.1

17.5

0.2

Individual clients Corporate clients Public sector

CAGR

CAGR

14.69%

Individual clients Corporate clients Public sector and other

+21%

CAGR

mBank Group’s historical performanceHistorical View

Balance Sheet

Asset Quality

Funding & Capital

58%

15%

9%

9%

9%

|17

4.9

27.7

5.9

09/14

117.3

3.7

72.0

2.64.1

28.1

6.8

06/14

111.9

4.9

70.1

2.83.0

27.1

4.0

03/14

107.1

1.5

70.9

1.2 2.2

26.6

4.7

12/14

118.0

3.7

74.6

1.2

123.3

2.04.8

4.1

03/15

79.0

28.4

5.0

12/14

118.0

13.4

72.4

10.3

11.1

10.8

09/14

117.3

19.8

69.6

8.0

10.8

9.1

06/14

111.9

22.3

63.3

7.7

10.3

8.3

03/14

107.1

19.5

63.6

5.7

9.8

8.5

03/15

10.4

11.6

11.6

17.8

123.3

71.9

EquityAmounts due to other banks

Amounts due to customers Other

Debt securities in issue

Amounts due from banks

Investment securitiesLoans and advances to customers

Trading securities Other

Derivative financial instruments

64%

3%

23%

4%

4%2%

Structure of Assets(PLN B)

Structure of Liabilities (PLN B)

Balance Sheet Analysis: Assets & LiabilitiesHistorical view

Balance Sheet

Asset Quality

Funding & Capital

12%

64%

2%

5%

17%

|18

1 Incl. amounts due to other banks and customers and subordinated liabilities

53%

2%

26%

16%

3%

12/14

74.9

38.5

19.0

13.5

1.32.6

09/14

72.0

36.5

18.8

13.1

1.22.4

06/14

70.1

35.0

19.0

12.8

1.12.2

03/14

70.9

35.6

19.3

12.5

1.42.1

03/15

79.0

41.7

20.6

12.7

1.52.5

12/14

90.0

58.9

14.6

10.7

1.44.4

09/14

92.7

61.1

14.2

11.5

1.84.1

06/14

88.9

56.8

15.2

11.1

2.03.8

03/14

86.5

54.4

15.4

10.9

2.33.5

03/15

94.1

60.4

16.1

11.7

1.74.2

PLN Other (mainly CZK)USDEURCHF PLN Other (mainly CZK)USDEURCHF

Currency Structure of Loans to Customers (net)(PLN B)

Currency Structure of Amounts due to Banks and Customers1

(PLN B)

Balance Sheet Analysis: Currency StructureHistorical view

Balance Sheet

Asset Quality

Funding & Capital

54%

55%

Corporate clients:current

accounts1

PLN 24.2 B

Corporate clients:

term deposits

PLN 6.7 B

|19

1 incl. repo transactions, loans and advances received, other liabilities

Individual clients:current

accountsPLN 29.0 B

Public sector clients

PLN 1.3 B

Mortgage FX loans to IndividualsPLN 26.2 B

Mortgage PLN loans to IndividualsPLN 6.2 B

Non-mortgage retail loansPLN 8.9 B

Individual clients:

term depositsPLN 10.7 B

Total:PLN 71.9 B

Corporate loans

PLN 35.3 BPublic sector

loans and otherPLN 2.8 B

Mortgage loans to

MicrofirmsPLN 2.5 B

34%

9%

40%

15%

2%

Total:PLN 81.9 B

43%

32%

8%

3%

11%

3%

Structure of mBank Group’s Gross Loansas of 31.03.2015

Structure of mBank Group’s Depositsas of 31.03.2015

Balance Sheet Analysis: Structure of Loans & DepositsHistorical view

Balance Sheet

Asset Quality

Funding & Capital

|20

+1.0%

12/14

4,915

09/14

4,717

06/14

4,6364,512

03/15

4,964

03/14

+10.0%

incl. IBNR provisions

12/14

56.8%

51.9%

09/14

58.1%

51.7%

06/14

56.0%

50.1%

54.7%

48.8%

03/14

53.7%

03/15

58.5%

12/14

6.3%

09/14

6.4%

06/14

6.4%

03/14

6.1%

03/15

6.1%

* excl. Reverse repo/ buy-sell-backtransactions

* to Private Individualsin Poland

03/15

4.7%

12/14

4.9%

09/14

4.9%

06/14

4.6%

03/14

4.5%

12/14

6.7%

7.1%

09/14

6.9%

7.0%

06/14

6.6%

7.3%

03/14

6.3%

7.6%

6.8%

03/15

6.7%

RetailPortfolio

CorporatePortfolio*

mBank Group applies

a conservative client-

oriented approach in

its methodology of

NPL recognition.

mBank Group’s Impaired Loans Portfolio(PLN M)

mBank Group’s NPL Ratio

Quality of mBank Group’s Loan PortfolioHistorical view

Balance Sheet

Asset Quality

Funding & Capital

mBank Group’s Coverage Ratio

mBank Group’s NPL Ratio by segment

NPL Ratio of Mortgage Loan Portfolio*

mBank Group’s Cost of Risk:

52

72

76

89

6152

51

88

7051

|21

112.6

Q4/14

96.5

81.8

76.2

16.1

76.9

48.1

41.3

157.9

36.8

100.0

89.5

Q3/14

155.9

Q2/14

63.2

79.0

Q1/15Q1/14

Retail Banking Corporates and Financial Markets

8581

41

19

51

9794

52

62

98

Q4/14Q3/14Q2/14Q1/14 Q1/15

Corporate PortfolioRetail Portfolio

quarterly YtD

Note: Q1-Q4 2014 segmental data adjusted due to the split of the results of selected mBank Group’s subsidiaries into the respective business lines.

Net Impairment Losses on Loans and Advances(PLN M)

mBank Group’s Cost of Risk by Segment(bps)

Loan Loss Provisions & Cost of RiskHistorical view

Balance Sheet

Asset Quality

Funding & Capital

Total:PLN 81.9 B

|22

(below 0.8%)

53.5%

6.0%3.7%

3.7%

2.9%

2.2%2.1%

2.0%

1.8% 1.6%

1.6% 1.6%

1.5%

15.8%

Households

Real estate management

Wholesale trade

Building industry

Retail trade

Transport and logistics

Fuels and chemicals

Food sector

Public administration

Metals

Power industry and heating services

Wood sector

Information and communication

Other

mBank Group’s Sector Exposure by Industryas of 31.03.2015

Broad sector diversificationHistorical view

Balance Sheet

Asset Quality

Funding & Capital

A well diversified loan portfolio with granular structure

|23

Currency Structure of Retail Banking Mortgage Loan Portfolio (Household Loans, mBank only) at 31.03.2015

Balance-sheet value (PLN B) 29.4

Average contractual maturity (years) 20.2

Average value per loan(PLN thou.) 290.6

Average LTV (%) 84.3

NPL (%) 4.9

As of 31.03.2015

12/14

4.6%

7.4%

09/14

4.5%

7.3%

06/14

4.5%

7.3%

03/14

4.5%

7.4%

03/15

7.6%

4.7%

Non-mortgage loansMortgage loans

Structure of Retail Banking Loan Portfolio (Household Loans, Retail Banking PL) at 31.03.2015

in Polandin Poland, Czech Republic

& Slovakia

18%

82%

PLN

FX

25%

75%

Local currency

FX

By loan type By currency

35%

65%PLN

FX

6%6%

3%

83%

Credit Lines

Credit Cards

Other

Cash Loans

Mortgage Loans2%

mBank’s Mortgage Loan Portfolio(Loans to individuals of Retail Banking PL)

mBank’s Retail Loans: Portfolio Structure & ParametersHistorical view

Balance Sheet

Asset Quality

Funding & Capital

Market shares

-1,5%

-1,0%

-0,5%

0,0%

0,5%

1,0%

1,5%

1,50

2,00

2,50

3,00

3,50

4,00

4,50

01-12-14 15-01-15 01-03-15 15-04-15

-1,5%

-1,0%

-0,5%

0,0%

0,5%

1,0%

1,5%

2,0%

2,5%

3,0%

3,5%

0,00

0,50

1,00

1,50

2,00

2,50

3,00

3,50

4,00

4,50

5,00

31-12-05 31-12-07 31-12-09 31-12-11 31-12-13

3M CHF LIBOR (RA) CHF/PLN rate (LA)

Limited impact of CHF appreciation on the borrowers

|24

Source: Internal mBank’s calculations based on individual loan data as of 31 December 2014; Bloomberg.

Percentage change of the instalment

Num

ber

of custo

mers

The presented net increase of customers’ monthly cash flow due to credit

burden is based on the following parameters:

CHF/PLN exchange rate at 3.9110 and 3-month CHF LIBOR rate at –0.86%

Distribution of mBank’s borrowers by the percentage change of their instalment compared to December 2014

Development of CHF/PLN exchange rate and 3-month CHF LIBORrate since the end of December 2005

5.00

4.50

4.00

3.50

3.00

2.50

2.00

1.50

1.00

0.50

0.00

3.5%

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

-0.5%

-1.0%

-1.5%

Historical view

Balance Sheet

Asset Quality

Funding & Capital

4.50

4.00

3.50

3.00

2.50

2.00

1.50

1.5%

1.0%

0.5%

0.0%

-0.5%

-1.0%

-1.5%

0

2 000

4 000

6 000

8 000

10 000

12 000

14 000

-10% -8% -6% -4% -2% 0% 2% 4% 6% 8% 10% 12% 14% 20%

Calculation as of 31.03.2015[using LIBOR rate for the loan instalment determination]

The vast majority of mBank’s customers is exposed to a cash flow

increase of less than 10%.

mBank’s client base resilient to CHF strengthening

|25

Source: Internal mBank’s calculations based on individual loan data.

A package of solutions for mBank’s clients in needDevelopment of real wages (rebased to 2006=100)

105.5

111.7114.0 115.6 117.2 117.3

120.6

124.9

90

100

110

120

130

140

2006 2007 2008 2009 2010 2011 2012 2013 2014

• Passing on of negative LIBOR rate to all borrowers

• Reduced Swiss franc spread

• Repayment rescheduling, incl.:

- respite for payment of capital over the period of 12 months

- extension of loan maturity

- flexible payment schedule

- change of instalment payment date

- change of instalment type (decreasing or equal)

Distribution of mBank’s CHF mortgage borrowers by Debt-to-Income (DtI) levels

DtI < 90%

8.2%

3.5%2.9%4.2%

DtI ≥ 90%

19.9%

2.8%

DtI < 75%

2.5% 2.4%

DtI < 65%

6.7%

8.8%

4.4%

No dataavailable

4.9%5.0%

DtI < 20%DtI < 10%

11.7%

18.2%

DtI < 30%

18.3%

22.9%

DtI < 40%

22.7%

DtI < 50%

18.7%

11.4%

As of 31.12.2014

As of 31.03.2015

Assumptions for March 2015:

• CHF LIBOR rate at -0.86%

• CHF/PLN exchange rate at 3.99Average DtI for 2007/08 CHF mortgage production:• 35.9% at the end of 2014• 34.8% for March 2015

Historical view

Balance Sheet

Asset Quality

Funding & Capital

In the calculation of DtI level:

• Debt encompasses data from Credit

Information Bureau (BIK), thus reflects all

debt servicing costs of the customer

• Income includes only remuneration

channelled via mBank’s accounts, whereby in

some cases the customers might receive a

fraction of their income into another account

A stable CHF funding profile

|26

mBank’s CHF funding composition as of 31.03.2015

Short-term market instruments

Long term cross currency swaps

and repos

128.2

990.0

CHF EMTN

200.0

CHF Subloans

810.0

CHF loans

3,150.0

CHF portfolio

5,278.2

• CHF mortgage loans predominantly funded by long-term CHF-denominated funding from

Commerzbank and bond markets

• Reliance on short term funding at marginal levels

78.8% direct CHF long-term funding

Historical view

Balance Sheet

Asset Quality

Funding & Capital

|27

EUR Loans

USD Loans

CHF Loans

CHF Subloans

50

2017

470

750

1050

2018

200

750

2019+

1,000

340

646

EUR EMTN

CHF EMTN

2016

800

20

2015

500

850

10

2014

860

125

1066

100

2013

830

Maturity of long-term funding instruments in original currencies as of 31.03.2015 (LC in million)

Funding structure detailsHistorical view

Balance Sheet

Asset Quality

Funding & Capital

65%

Due to banks Corporatedeposits

Other debt securities in issue

Subordinated liabilities

Other

EMTN

Retaildeposits

Fitch

Long-termrating BBB-

Short-termrating F3

Standard & Poor’s

Long-termcredit rating BBB

Short-termcredit rating A-2

110.8%

12/14

109.9%

03/15

111.5%

03/14

103.4%

06/14 09/14

103.0%

36%

29%16%

3%

6%

4%

6%

mBank Group’s funding structureas of 31.03.2015

mBank’s ratings Loan to Deposit Ratio

Gross CHF mortgage loans to Customers(CHF M)

Summary of Issues under Euro Medium Term Note (EMTN) Programme

MLs:

CAGR

|28

Evolution of Funding mix Development of Gross Loans by type(31.03.2009=100)

Retail deposits

Corporate deposits

Medium & long-term funding1

Debt securities in issue

Subordinated debt

Other

Historical view

Balance Sheet

Asset Quality

Funding & CapitalChanging funding base towards more diversification

1 Mid-term and long-term loans granted by Commerzbank and other bilateral credit agreements

5,7495,365

2011

6,129

20122010 2013

6,501

2014

-7%

6,852

2009

7,213

-2%

5,278

03/15

-6%Issue size Issue date Maturity date Tenor Coupon

EUR 500 M 12-10-2012 12-10-2015 3.0 Y 2.750%

CHF 200 M 08-10-2013 08-10-2018 5.0 Y 2.500%

EUR 500 M 01-04-2014 01-04-2019 5.0 Y 2.375%

EUR 500 M 26-11-2014 26-11-2021 7.0 Y 2.000%

mBank has extended maturity of issued bonds at tighter spreads

60

100

140

180

220

260

300

Q1/09 Q1/10 Q1/11 Q1/12 Q1/13 Q1/14 Q1/15

CHF PLN Non-mortgage loans

0%

20%

40%

60%

80%

100%

Q1/09 Q4/09 Q3/10 Q2/11 Q1/12 Q4/12 Q3/13 Q2/14 Q1/15

Source: mBank calculation based on data from Polish Mortgage Credit Foundation.

|29

Covered Bonds Issuance(PLN M)

Amount Currency Issue date Maturity date Tenor (years) Coupon

7.5 M EUR 17-02-2014 15-02-2018 4.0 EURIBOR 6M+80bps

8.0 M EUR 28-02-2014 28-02-2029 15.0 Fixed (3.50%)

15.0 M EUR 17-03-2014 15-03-2029 15.0 Fixed (3.50%)

20.0 M EUR 30-05-2014 30-05-2029 15.0 Fixed (3.20%)

300.0 M PLN 28-07-2014 28-07-2022 8.0 WIBOR 6M+93bps

200.0 M PLN 04-08-2014 20-02-2023 8.5 WIBOR 6M+93bps

20.0 M EUR 22-10-2014 22-10-2018 4.0 Fixed (1.115%)

50.0 M EUR 28-11-2014 15-10-2019 4.9 EURIBOR 3M + 87bps

200.0 M PLN 20-02-2015 28-04-2022 7.2 WIBOR 6M+78bps

20.0 M EUR 25-02-2015 25-02-2022 7.0 Fixed (1.135%)

250.0 M PLN 15-04-2015 16-10-2023 8.5 WIBOR 6M+87bps

Summary of Mortgage Covered Bonds issued in 2014 and 2015

417533

2015

+49%

+141%

20142013

1,004

Plan

Target 2015:

PLN 1.5 B

• mBank Hipoteczny issued planned

PLN 1 billion of covered bonds in 2014

and its target for 2015 amounts to

PLN 1.5 billion

• Covered bond issuance to become the

dominant long-term financing source

for the Group’s mortgage lending

and a competitive advantage in a

tightening regulatory environment

mBank Hipoteczny is a leader of the Polish covered bonds market

73.3%87.3%

Total outstanding amount of Polish covered bonds

at the end of 2014:

PLN 4,129 M

of which mBH: PLN 3,027 M

Total value of new issues of covered bonds by Polish banks in 2014:

PLN 1,150 M

of which mBH: PLN 1,004 M

Historical view

Balance Sheet

Asset Quality

Funding & CapitalIssuance activity on the Covered Bonds Market

(PLN B)

|30

122%

09/14

174%

127%

03/141 06/14

108%

138%

12/14

109%111%

149%

109%

03/15

105%

Basel III requirement ≥100%

61.960.4 63.5 66.5

12.9%

03/15Pro-forma

14.7%

12.2%

3.4%

17.9%

12/14

16.3%

3.4%

14.5%

03/15

2.5%

06/14

16.3%15.8%

2.5%

09/14

13.2%

2.6%

13.6%

15.6%

13.1%

2.7%

03/14

1 Since Q2/14 the liquidity ratios are calculated in accordance with the new rules introduced by Capital Requirements Regulation (CRR)

Net Stable Funding Ratio (NSFR) Liquidity Coverage Ratio (LCR)CET 1 capital ratio Tier 2 Total risk exposure amountXX.X

67.4

Including full 2014 profit retention

mBank Group’s Total Capital Ratio mBank’s NSFR and LCR

Key regulatory ratios: Capitalisation & LiquidityHistorical view

Balance Sheet

Asset Quality

Funding & Capital

+2.11

+1.04

-0.08

-0.38

-0.35

-0.33

-0.04

+0.35 -0.13

-0.36

|31

-0.39

-0.04

+0.35 -0.14

-0.10

-0.45

-0.07

-0.32

-0.09

-0.40

1 Inclusion in the Common Equity Tier 1 capital: (i) 40% of unrealized gains according to the Polish FSA recommendation and (ii) the capital of Aspiro after the sale of insurance subsidiary2 Inclusion of Tier 2 subordinated debt of PLN 750 M issued in December 2014 after obtaining the consent from the Polish FSA

mBank Group’s Common Equity Tier 1 (CET 1) Ratio

Historical view

Balance Sheet

Asset Quality

Funding & CapitalDetailed development of capital ratios

mBank Group’s Total Capital Ratio

Q2/14

15.57%

FX impact on RWA

15.79%

Net profit retention

OtherFX impact on RWA

Q4/14Change in business

14.66%

Other Q3/14Change in business

Change in business

16.28%

Q1/15FX impact on RWA

Other2

+1.10

Change in business

FX impact on RWA

Q2/14 Other1

13.20%

Other FX impact on RWA

13.05%

12.24%

Q3/14 Other Change in business

Q4/14FX impact on RWA

Net profit retention

Change in business

Q1/15

12.89%

|32

mBank Group’s Common Equity Tier 1 Ratio – Asset Quality Review and Stress Test outcome

Asset Quality Review (AQR) and Stress Test

AQR adjustments

12.41%

13.28%

CET1 Ratio after Baseline Scenario

14.21%

2013 Basel II

14.40%

AQR adjusted CET1 Ratio

11.08%

CET1 Ratio after Adverse Scenario

Adverse Scenario Adjustments

Basel III adjustments and profit retention

Baseline scenario adjustments

Basel III CET1 Ratio

+0.19

-0.87

-1.12

-1.33

Historical view

Balance Sheet

Asset Quality

Funding & Capital

1

2

1

Aggregated Polish banks

32.2%

56.3%

58.8%

mBank

18.5%

22.7%

11.5%

2

mBank

4.0%

Average for largest EU banks

32.8%

Average for Polish banks

11.8%

RWA growth

Adjustment to provisionsdue to collectiveprovisioning review

Adjustments due toprovisions due toprojection of findings

Adjustments to provisionson sampled files

• mBank’s Regulatory AQR

adjustments focussing on credit

file sample extrapolation

• mBank’s sampled files attracting

lower provisioning adjustments

compared to peers

• Limited collective provisioning

adjustments compared to peers

• mBank’s stress tests featuring

significant RWA growth due to

business projections and AIRB

capital measurement

|33

Agenda



- Financial Results

- Asset Quality

- Funding & Capital


Appendices





- Management Team

|34

Transaction details Distribution by investor location

Distribution by investor type

Issuer BRE Finance France SA

Guarantor mBank S.A. (formerly BRE Bank SA)

FormatSenior Unsecured Debtout of EMTN programme

Issue rating A (Fitch) / BBB+ (S&P)

Issue size EUR 500 M

Maturity date 12th October 2015

Issue date 12th October 2012

Reoffer spread MS+225bps

Coupon 2.750% p.a.

Listing Bourse de Luxembourg

First tranche: 3-year EUR 500 M, Senior Unsecured

• mBank conducted a successful pan-European deal-related

roadshow in mid-September 2012 to market the transaction

• Order book at c. EUR 600 M closed after only two hours with

nearly 100 investors participating

• Issuance provides an additional source of long-term fundingOthers

Retail

PensionFunds

Banks

InvestmentFunds

53%

35%

5%

2%

5%

Austria

United Kingdom

Switzerland

Benelux

Others

France

Poland

Italy

Germany36%

19%11%

9%

9%

7%

3%2%

4%

|35



Second tranche: 5-year CHF 200 M, Senior Unsecured

89%6%

5%Switzerland

Liechtenstein

Germany

66%

17%

13%

4%

Private Banks andCommercial Banks

AssetManagers

Insurance Companies

Pension Funds

• First CHF-denominated issue by mBank

• Follows on the EUR-denominated issue at October 2012

Issuer BRE Finance France SA

Guarantor mBank S.A. (formerly BRE Bank SA)



Issue size CHF 200 M

Maturity date 8th October 2018

Issue date 8th October 2013


Coupon 2.500% p.a.

Listing SIX Swiss Exchange

|36


Third tranche: 5-year EUR 500 M, Senior Unsecured


Banks

Others

Insurance Companies& Pension Funds

Austria & Switzerland

CEE (excl. Poland)

Others

Germany 47%

15% 13%

11%

11%

3%

67%

26%

6%

InvestmentFunds

1%

United KingdomPolandIssuer mFinance France S.A.

Guarantor mBank S.A.




Maturity date 1st April 2019

Issue date 1st April 2014


Coupon 2.375% p.a.


• Order book close to EUR 1 billion with over 100

investors participating

56%

24%

9%

8%

3%

Germany& Austria

United Kingdom

Switzerland

France

Others

Poland

|37


Fourth tranche: 7-year EUR 500 M, Senior Unsecured


Banks, incl.Private Banks

Others

Insurance Companies& Pension Funds

InvestmentFunds

Issuer mFinance France S.A.

Guarantor mBank S.A.




Maturity date 26th November 2021

Issue date 26th November 2014


Coupon 2.000% p.a.


Improving pricing metrics over time reflect the

strength of mBank’s credit profile and positive investor

perception in the international capital markets

40%

24% 14%

9%

9%

4%

Hedge funds

|38

Agenda



- Financial Results

- Asset Quality

- Funding & Capital


Appendices





- Management Team

|39

Stability of Polish zloty (PLN) proves solidity of Poland’s economic fundamentals

Source: Bloomberg.

Emerging Markets currencies v. EUR, index 01.01.2011=100

ManagementTeam

mBank’sClients

FinancialInformation

BankingSector

PolishEconomy

80

90

100

110

120

130

140

150

160

170

180

190

200

210

01-01-2011 01-06-2011 01-11-2011 01-04-2012 01-09-2012 01-02-2013 01-07-2013 01-12-2013 01-05-2014 01-10-2014 01-03-2015

EUR/PLN EUR/HUF EUR/RUB EUR/TRY

|40

Sound policies and flexible exchange rate

Reform-oriented policies Cautious monetary policy

Flexible exchange rate as an asset

Source: Eurostat, Bloomberg.

• Strong fundamentals (balanced current account, strengthening economy, high real rates, low external debt) made zloty a star performer among EM currencies. Lesser vulnerability to sentiment swings translates into greater systemic stability of the banking sector

• Closer link to domestic cycle is crucial for a quick mitigation of competitive weaknesses (should any occur) without the need to engage in protracted internal devaluation as in the Eurozone periphery

• Clearly defined monetary policy target (2.5% +/-1 p.p.)

• Lack of asset purchase programmes

• Owing to recent market turbulences, MPC has also devoted some attention to ensuring wider macroeconomic stability

• Gradual increase and equalization of the retirement age for men and women at 67 years

• Raise of tax on extraction of copper, silver; benefits from shale gas exploration

• Reduction of tax breaks for wealthier families and focusing benefits on low-income households

• Reform of private pension funds (OFEs)

Government’s fiscal targets:

2014: deficit = 3.2% GDP debt = 50.1% GDP

2018: deficit ≈ 1.2% GDP debt ≈ 49.1% GDP

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

85

90

95

100

105

110

115

Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15

EUR/PLN USD/PLN

Sentiment seems to be rebounding

|41

Symptoms of expected re-acceleration of the economy

PMI rebounded sharply in Q1 2015 Industrial sector followed and regained momentum in Q1 2015

Source: Central Statistical Office of Poland, Eurostat.

GDP growth to bottom out in Q4/Q1 but momentum is improving

• On a sequential basis, the economy has already turned and seems to be steadily accelerating. Due to various base effects (very mild Winter in 2014, VAT discount window for car purchases), YoY GDP growth bottoms out at the turn of 2014 and 2015; without these effects it should have been alreadyfar higher

• Household consumption and investment are the two main pillars of growth at the moment but there is still significant potential for upside surprises, especially in construction,where some segments are still struggling (civil engineering)

• Despite a very muted appearance in GDP data, recent soft patch left a distinct mark in various short-term economic data as well as in sentiment indicators. All this is history, though, as business tendency indicators and real sphere data have already fully overcome the weakness

• The main source of the rebound seems to be another cyclical upswing in the euro area (sentiment indicators turned upwards, bank lending rate has become positive for the first time in several years) backed up by solid domestic demand, set to strengthen even more by fiscal policy ahead of general elections in the Autumn

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

40

45

50

55

60

65

70

2010 2011 2012 2013 2014 2015

New export orders New domestic orders

-30%

-20%

-10%

0%

10%

20%

Sep-12 Jan-13 May-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15

Manufacturing YoY Construction output YoY

|42

And more will come in H2 2015

Consumers still upbeat about the future

Source: Central Statistical Office of Poland, Eurostat.

Consumption to remain a steady driver of GDP growth Only now is public investment emerging from its 2-year slump

Public investment will be back to boost growth in 2015

• For two years (2012-2013), public investment has been a constant drag on the economy – cumulative decline exceeded 25%. At the same time, private investment held its ground and returned to growth much earlier

• Public investment has grown robustly throughout 2014. The bank believes it is the beginning of a new cycle. Several factors are supportive: (1) fiscal situation with the government enjoying a better-than-expected stream of revenues; (2) local elections (in November) offer plenty of incentives for local governments; (3) pending tenders for roads financed from new EU budget indicate a new wave of infrastructure investment, starting from early 2015

• Household spending is supported by relatively stable wage growth, growing employment and very low inflation (especially essentials such as food and fuels). Thus, real income is set to continue growing nicely

• Upbeat consumer sentiment also points out to sustained growth in household consumption. Household expectations of future earnings have consistently been a leading indicator for household consumption – its recent correction is marginal

• The highest concern regarding consumption is about saving.It is the fear that excessively high real rates and ongoing geopolitical disruptions (as well as the spike in CHF/PLN) might negatively affect households’ propensity to consume

Kilometres of roads and motorways under construction

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

-20

-15

-10

-5

0

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

Q3/05 Q3/06 Q3/07 Q3/08 Q3/09 Q3/10 Q3/11 Q3/12 Q3/13 Q3/14 Q3/15

Household consumption YoY (LA)

Expected changes in financial situation of households (RA, -2Q)

0

200

400

600

800

1000

1200

1400

1600

2009 2010 2011 2012 2013 2014 2015

|43

The new easing cycle ended with a 50 bps cut

The new easing cycle proved to be longer but not deeper

Source: Central Statistical Office of Poland, Bloomberg.

Inflation rate (YoY) and the path of interest rates

• CPI remains stubbornly low. Inflation dropped to -1.6% in March 2015 and will remain negative until late 2015. Reasons are numerous: low food and fuel prices, imported deflation (recent PLN strength only fuels this trend), sizable output gap. All in all, return to target seems more and more distant

• As a result, the MPC decided to act and cut main repo rate by 50 bps in October 2014 and followed with another 50 bps in March 2015 which completed the cycle. Main rate settled at 1.5% and is set to remain there for a few quarters

• The environment for Polish bonds remains mid-term supportive: high real rates, very low inflation (also globally), easing from the ECB, acceleration of growth (better credit quality), still low yields on many core markets

On a relative basis, PLN is still the strongest currency in the region

1.551.5

2.6

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

96

98

100

102

104

106

108

110

112

114

Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Apr-15

EUR/PLN EUR/CZK EUR/HUF

-2%

-1%

0%

1%

2%

3%

4%

5%

6%

Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15

Repo rate CPI inflation Core inflationRepo rate forecast CPI forecast Core CPI forecast

1,0

2,0

3,0

4,0

5,0

6,0

7,0

Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15

Wibor 3M NBP base rate 10-year yield

7.0%

6.0%

5.0%

4.0%

3.0%

2.0%

1.0%

Interest rates (eop)

|44

Credit growth remains balanced and steady

Corporate loans and deposits (% YoY)

Source: National Bank of Poland.

Household loans and deposits (% YoY)

• Better cash flows (costs are growing slower than expenditures

due to low commodity prices) are reflected in growing corporate

deposits

• Growth in corporate lending broadened and accelerated in

2014. The bank expects it to accelerate further in 2015,

reaching 8-10% at year end. This will reflect primarily greater

investment activity, as financing investment is at the moment

the primary reason to apply for bank loans. In addition, banks

are loosening credit standards

Household deposits are growing robustly as nominal household

income remains rock-solid

Household credit has rebounded, led by consumer loans.

On the other hand, growth in mortgage loans remains muted,

as banks raise profit margins and lend reluctantly. The impact

of new LtV limits set by the FSA seems to be limited, state of

the economy reflected in consumer sentiment remains the

main driver of the mortgage market

SNB decision remains neutral or mildly negative for monthly

payments (FX effects compensated by sharply negative CHF

LIBOR rate)

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

-5%

0%

5%

10%

15%

20%

25%


Household deposits Household loans Mortgage

-10%

-5%

0%

5%

10%

15%

20%

25%

30%


Corporate deposits Corporate loans Corporate investment loans

0,8%

1,2%

1,6%

2,0%

2,4%

2,8%

3,2%

3,6%

Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14

Total Mortgages FX Mortgages

|45

Asset quality trends in Poland

Development of NPL ratios by country

Source: World Bank, National Bank of Poland.

Mortgage NPL ratio evolution in Poland A conservative regulatory environment

Stable risk indicators in Poland – NPL ratios by sector

8.5%8.8%

Euro area

5.3%6.4%6.4%

EU-28

7.8%7.9%

6.7%

Hungary

16.6%16.7%15.8%

Czech Republic

5.7%5.2%

5.2%

Poland

8.1%

2014

2012

2013

Recommendation S

• Foreign-currency mortgage loans as a niche product offered only to borrowers earning permanent income in the loan currency

• Introduction of a limitation on LtV: to 95% in 2014, 90% in 2015, and in 2016 - 85% or 90% if the loan is reliably insured

• Recommended to retail customers repayment period no longer than 25 years for retail customers

Recommendation T

• Assessment of the client's standing based on certificates of income, external databases, e.g. the Credit Information Bureau (BIK)

• Maximum Debt-to-Income ratio determined by the bank’s management board and approved by the supervisory board

5%

6%

7%

8%

9%

10%

11%

12%

13%

Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14

Total Households Corporates

6.7%

8.2%

11.3%

3.2%3.4%

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

3.6%

3.2%

2.8%

2.4%

2.0%

1.6%

1.2%

0.8%

|46ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

Consolidated Profit and Loss Account under IFRS

Quarterly results (PLN thou.) Q1/14 Q2/14 Q3/14 Q4/14 Q1/15

Net interest income 591,014 617,232 649,880 632,532 587,439

Net fee and commission income 241,406 243,685 216,234 200,365 193,857

Dividend income 0 2,811 16,195 986 31

Net trading income 92,118 110,202 96,324 70,512 102,618

incl. FX result 65,151 69,742 53,539 44,616 78,687

Gains less losses from investment securities 9,845 4,041 3,545 34,495 195,008

Net other operating income 22,237 45,793 36,699 1,017 39,175

Total income 956,620 1,023,764 1,018,877 939,907 1,118,128

Total operating costs (430,617) (455,277) (441,203) (443,468) (452,839)

Overhead costs (384,785) (406,665) (393,523) (395,570) (405,708)

Amortisation (45,832) (48,612) (47,680) (47,898) (47,131)

Loan loss provisions (89,487) (155,860) (157,917) (112,639) (99,971)

Profit before tax 436,516 412,627 419,757 383,800 565,318

Net profit attributable to owners of mBank

337,770 324,827 315,454 308,617 450,936

|47

Consolidated Statement of Financial Position

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

Assets (PLN thou.) Q1/14 Q2/14 Q3/14 Q4/14 Q1/15

Cash and balances with Central Bank 2 089 199 1 418 016 4 176 981 3 054 549 2 406 938

Loans and advances to banks 1 500 011 4 933 231 3 721 009 3 751 415 4 052 272

Trading securities 1 180 071 2 812 471 2 637 559 1 163 944 2 043 083

Derivative financial instruments 2 216 630 3 017 875 4 073 025 4 865 517 4 824 571

Loans and advances to customers 70 923 030 70 137 177 71 958 401 74 582 350 78 977 052

Investment securities 26 605 235 27 128 055 28 154 394 27 678 614 28 442 073

Intangible assets 431 959 460 135 448 246 465 626 458 185

Tangible fixed assets 705 955 710 505 700 870 717 377 706 458

Other assets 1 491 167 1 329 980 1 456 810 1 706 430 1 383 256

Total assets 107 143 257 111 947 445 117 327 295 117 985 822 123 293 888

Liabilities (PLN thou.) Q1/14 Q2/14 Q3/14 Q4/14 Q1/15

Amounts due to other banks 19 481 097 22 297 031 19 777 664 13 383 829 17 839 429

Derivative financial instruments 2 120 892 2 915 003 3 969 956 4 719 056 4 838 248

Amounts due to customers 63 596 439 63 293 721 69 563 534 72 422 479 71 861 014

Debt securities in issue 5 658 722 7 696 154 8 009 714 10 341 742 10 382 134

Subordinated liabilities 3 453 003 3 278 869 3 312 935 4 127 724 4 436 572

Other liabilities 2 966 900 2 147 252 1 913 576 1 918 012 2 336 627

Total liabilities 97 277 053 101 628 030 106 547 379 106 912 842 111 694 024

Total equity 9 866 204 10 319 415 10 779 916 11 072 980 11 599 864

Total equity and liabilities 107 143 257 111 947 445 117 327 295 117 985 822 123 293 888

|48ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

mBank Group’s Ratios

1 Since Q4/13 mBank Group has applied a more conservative client-oriented approach in its methodology of retail NPL recognition

Financial Ratios Q1/14 Q2/14 Q3/14 Q4/14 Q1/15

Net Interest Margin (quarterly) 2.30% 2.30% 2.32% 2.27% 2.06%

Net Interest Margin YtD 2.30% 2.30% 2.31% 2.30% 2.06%

Net Interest Margin YtD (excl. CHF portfolio) 2.73% 2.72% 2.72% 2.70% 2.38%

Cost to Income Ratio (quarterly) 45.0% 44.5% 43.3% 47.2% 40.5%

Cost to Income Ratio YtD 45.0% 44.7% 44.2% 44.9% 40.5%

Cost of Risk (quarterly) 0.51% 0.88% 0.89% 0.61% 0.52%

Cost of Risk YtD 0.51% 0.70% 0.76% 0.72% 0.52%

ROE net (quarterly) 13.74% 13.55% 12.84% 12.43% 16.22%

ROE net YtD 13.74% 13.64% 13.37% 13.13% 16.22%

ROA net YtD 1.26% 1.21% 1.16% 1.13% 1.46%

Loans to Deposits 111.5% 110.8% 103.4% 103.0% 109.9%

Total Capital Ratio 16.26% 15.79% 15.57% 14.66% 16.28%

Common Equity Tier 1 Ratio 13.58% 13.20% 13.05% 12.24% 12.89%

Equity / Assets 9.2% 9.2% 9.2% 9.4% 9.4%

RWA / Assets 56.4% 55.3% 54.2% 56.2% 54.7%

NPL ratio1 6.1% 6.4% 6.3% 6.4% 6.1%

NPL coverage ratio1 48.8% 50.1% 51.7% 51.9% 53.7%

NPL coverage ratio incl. general provisions1 54.7% 56.0% 58.1% 56.8% 58.5%

Data as of 31 March 2015.

|49

mBank’s subordinated securities outstanding

Type Nominal value Currency Maturity date Tier II eligible

Bond 400 M CHF 08-03-2017 No

Loan 70 M CHF 18-12-2017 No

Loan 90 M CHF 24-06-2018 √ Yes

Bond 170 M CHF perpetual √ Yes

Bond 80 M CHF perpetual √ Yes

Bond 500 M PLN 20-12-2023 √ Yes

Bond 750 M PLN 17-01-2025 √ Yes

• c. PLN 4,418 M of CRD IV eligible and non-eligible instruments offer additional ”cushion” for

fixed income investors

.

.

Note: The exchange rate used in translating foreign currency subordinated liabilities was 1 CHF = 3.9110 PLN (announced by the National Bank of Poland as of 31 March 2015).

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

11%

7%

21%

60%

1%

1%

2%

3%

71%

22%

NIM

|50

Amounts due to banks

Other Amounts due to customers

Issue of debt securities

Subordinated liabilities

992.7

17.0

208.8

11.9

706.0

37.911.1

Q3/14

1,035.1

18.8

218.0

12.2

735.5

42.58.1

Q2/14

970.7

21.2

195.3

11.6

710.0

28.3 4.3

Q1/14

957.7

16.4

214.5

12.1

681.7

Q4/14

3.6

Q1/15

912.3

14.3

29.4

9.8

650.5

29.912.7

195.148.0

225.5

58.9

18.52.6

Q1/14

366.7

53.0

207.2

45.5

21.3

39.6

Q4/14

360.2

46.4

225.3

64.4

20.43.8

Q3/14

385.2

45.5

234.0

60.5

17.1

28.1

Q2/14

353.5

324.8

35.6

2.424.7

Q1/15

193.9

68.2

2.3 2.3 2.12.32.3

Change in the presentation of premiums on bonds: since Q2/14 this item is moved

from other costs to interest income on investment securities as a net amount

Cash and short-term deposits Loans and advances

Investment securities

Debt securities held for trading

Derivatives classified into banking book

Other

1%

Interest Income Structure (PLN M)

Interest Expense Structure (PLN M)

Net Interest Income & Margin

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

-11%

-7%

Q1/15

314.5

60.8

3.011.7

78.7

26.8

65.7

25.5

42.3

Q4/14

337.4

63.4

3.212.3

87.8

30.2

63.2

24.2

53.1

Q3/14

339.3

64.1

3.212.0

97.1

30.5

62.9

32.4

37.2

Q2/14

369.2

65.2

3.512.0

119.0

28.1

64.9

33.1

43.4

Q1/14

353.8

61.5

3.6 10.4

109.7

30.8

64.1

27.0

46.7

+11%

+46%

Q4/14

70.5

44.6

25.9

Q3/14

96.3

53.5

42.8

Q2/14

110.2

69.7

40.5

Q1/14

92.1

65.1

27.0

102.6

78.7

Q1/15

23.9

|51

Fee and Commission Income & Trading Income

Fee and Commission Income Structure (PLN M)

Net Trading Income Structure (PLN M)

FX Result Other Trading Income

Credit related fees

Accounts & Money transfersPortfolio management

Guarantees and trade finance Insurance activity

Brokerage & issue fees

Payment card fees Other (incl. custody)

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

19%

21%

8%

13%

9%

1%

25%

4%

-1.7%

+1.4%

|52

+5.2%

47.9

6.6

157.3

214.0

443.5

Q4/14

34.1

47.1

11.6

151.4

208.6

452.8

Q1/15

+2.1%

146.8

11.8

17.7

45.8

17.7

Q3/14Q1/14

430.6441.2

215.8

152.6

7.3

47.7

Q2/14

455.3

208.4 205.9

170.8

12.3

48.6

17.717.7

-2.5%

-3.7%

+0.1%

+3.1%

-1.6% +2.8%

1 Incl. taxes and fees, contributions to the Social Benefits Fund

QoQ YoY

Personnel Costs

Material Costs

Other1

Amortization

Contributions to the BFG

+X.X% Excluding contributions to the BFG

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

Total Costs & C/I ratio

Development of mBank Group’s Costs (incl. Amortisation)(PLN M) In November 2014, the Council of Polish Bank

Guarantee Fund published the resolution

informing about the increase in fees which banks

are required to pay in 2015.

Annual contribution and prudential levy were

set at 0.189% and 0.05%, respectively.

45.0% C/I ratio of mBank Group (quarterly)44.5% 43.3% 47.2% 40.5%

49.0% Excluding one-off gain on the sale of insurance subsidiary

418.7412.9

|53

Source: Eurostat.

Mortgage penetration in Poland remains low while home ownership rates are among the highest in Europe

Distribution of population by tenure status in selected countries (data for 2013, in %)

Owner, no outstanding mortgage or housing loan Tenant, rent at reduced price or freeTenant, rent at market priceOwner, with mortgage or loan

7.1

60.0

32.5

0.4

Denm

ark

13.8

49.2

37.0

0.0

Germ

any

25.0

27.6

38.9

8.5

United K

ingdom

27.3

37.4

17.3

18.1

Belg

ium

29.4

42.9

18.5

9.2

Austr

ia30.9

26.4

27.2

15.5

Fin

land

31.0

42.6

10.7

15.7

Fra

nce

33.0

31.3

19.4

16.3

Eu

ro a

rea (

18

)37.8

28.7

22.6

10.9

Port

ugal

39.6

34.6

11.3

14.5

EU

-28

42.8

27.2

19.0

11.0

Spain

45.6

32.0

13.2

9.1

Italy

55.7

17.3

14.3

12.7

Gre

ece

60.2

15.6

18.9

5.3

Czech R

epublic

61.9

18.2

16.0

3.9

Neth

erl

ands

Slo

venia

67.0

9.6

5.7

17.7

Hungary

69.5

20.2

3.2

7.2

PO

LA

ND

73.6

10.2

4.2

12.0

Slo

vakia

80.9

9.6

7.6

2.0

Bulg

ari

a83.3

2.4 1.8

12.5

Rom

ania

94.6

1.0 1.43

.0

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

|54

Source: Central Statistical Office of Poland; internal mBank’s data.

mBank’s mortgage client analysis: favourable client domicile across the country

mBank’s portfolio distribution – by province Unemployment rate – by provinceas of 31.03.2015

% of mBank’s Mortgage Portfolio 28.6% - 10.0% 7.0% - 9.9%4.0% - 6.9% 1.0% - 3.9%

Łódzkie

Zachodnio-Pomorskie

Pomorskie

Warmińsko-Mazurskie

Podlaskie

Mazowieckie

Lubelskie

Świętokrzyskie

Podkarpackie

Małopolskie

Śląskie

Opolskie

Dolnośląskie

Wielkopolskie

Kujawsko-Pomorskie

Lubuskie

8.0%

28.6%

4.4%

10.2%

2.0%

9.4%

5.4%

4.1%

8.5%

2.1%

10.5%

1.8%

1.8%

1.4%

1.0%

1.0%

Łódzkie12.3%

Zachodnio-Pomorskie

15.7%

Pomorskie11.4%

Warmińsko-Mazurskie18.8%

Podlaskie13.4%

Mazowieckie9.9%

Lubelskie13.0%

Świętokrzyskie14.6%

Podkarpackie14.9%

Małopolskie10.1%

Śląskie9.8%

Opolskie12.0%

Dolnośląskie10.8%

Wielkopolskie8.0%

Kujawsko-Pomorskie

15.8%

Lubuskie12.8%

Unemployment Rate in Poland 8.0% - 10.5% 10.6% - 12.5%12.6% - 15.0% 15.1% - 18.8%

Mortgage portfolio concentrated in low unemployment areas, with 34.6% of clients living in the biggest cities

in Poland (Warsaw, Cracow, Poznan, Lodz, Wroclaw, Tricity)

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

mBank’s mortgage clients analysis: age and place of residence

|55

Structure of clients by age Structure of clients by place of residence

Majority of mBank’s mortgage clients are below 45 and they are mostly living in urban areas,

in particular cities of more than 100 thou. residents

8.5%

24.1%

7.2%

15.8%

7.8%

28.7%

10.7%

mBank

30.5%24.4%

10.7%

9.9%

Market*

21.5%

50 and above

40-44

45-49

35-39

30-34

below 30

Cli

en

ts

<

4

5 y

ea

rs

83% 70%

Cli

en

ts

<

4

5 y

ea

rs

* Based on ‘Retail Banking Audit’ survey

17.3%

14.9%

23.2%34.2%

36.1%

8.4%

11.1%

mBank

22.2%

11.1%

Market*

21.5%

Below 20 thou.

101-500 thou. (mBank) / 100-199 thou. (Market)

21-100 thou.

Village

Above 500 thou. (mBank) / 200 thou. (Market)

* Based on ‘Retail Banking Audit’ surveyN

o.

of in

habitants

> 1

00 t

hou.

59% 33%


ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

55.1%

18.2%

8.6%

16.6%1.5%

|56

mBank’s mortgage clients analysis: source and level of income

Participation in providing for client’s household


mBank’s mortgage clients are on average more affluent with higher disposable income,

while loan servicing is assured by at least 2 persons in 73% of cases

73.3%

Equal participation of client’s and client’s partner

Mainly client or client’s partner

No answer

Only client or client’s partner

Single-person household

Households of 73% of mortgage clients are provided for by at least two persons

Monthly client’s individual net income (in PLN)

Monthly income per person in the client’s household (in PLN)

* Based on ‘Retail Banking Audit’ survey

Note: In mBank’s survey 20% clients refused to answer, in TNS Polska survey 40% respondents gave no answer.

Market* 73.8% 17.5%7.7%

1.1%

mBank 19.0% 42.6% 19.1% 19.2%

above 9,000 (mBank) / 10,000 (Market)

6,001-9,000 (mBank) / 10,000 (Market)

3,001-6,000

below 3,000

* Based on ‘Social Diagnosis’ survey

Note: In mBank’s survey 22% clients refused to answer, in the market survey 5% respondents gave no answer.

Market* 55.0% 27.2% 9.9%7.8%

mBank 16.8% 27.5% 29.3% 26.4%

above 4,000

2,501–4,000

1,501–2,500

below 1,500

ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

|57

mBank’s Management Team

Jarosław MastalerzVice-President of the Management BoardChief Operating Officer

• Between 1996 and 1998 in the audit department of PwC

• Since 2003 Financial Director at Generali

• Since 2006 at mBank as President of the Management Board of BRE Ubezpieczenia and BRE Ubezpieczenia TUiR

• Member of the Management Board responsible for Retail Banking since 2007, COO since 2012

Cezary KocikVice-President of the Management BoardHead of Retail Banking

• From 1994 to 1996 in Stockbroker House of PBG Bank

• Since 2004 in mBank as Head of Retail Credit Risk Department, Head of Marketing and Sales Department, Managing Director for retail banking sales and business processes

• Member of the Management Board of mBank since 2012

Jörg HessenmüllerVice-President of the Management Board Chief Financial Officer• From 1998 to 2009 worked for Dresdner Bank, holding the

position of Head of Financial Control

• In 2009 appointed Managing Director in Commerzbank Groupand worked as Head of Investment Banking Finance, Group Finance, responsible for controlling and management reporting

• CFO of mBank since April 2012

Cezary StypułkowskiPresident of the Management BoardChief Executive Officer

• Holds a Ph.D. in corporate law from the University of Warsaw, studiedat Columbia University Business School in New York as a member of the Fulbright Program

• Between 1991 and 2003 chaired the Management Board of Bank Handlowy S.A.

• From 2003 to 2006 acted as President of the Management Board ofPZU Group

• In 2007 appointed Managing Director of J.P. Morgan Investment Bank responsible for Central and Eastern Europe

• A member of Institute of International Finance in Washington

• CEO of mBank since October 2010

Lidia Jabłonowska-LubaVice-president of the Management BoardChief Risk Officer

• From 1994 to 2001 worked for Schroeder Smith Barney Poland

• In 2002 joined Bank Handlowy, then Kredyt Bank as deputy president in charge of finance and risk

• In 2010 appointed Senior General Manager at KBC Group in Brussels responsible for managing all risk types

• Vice-President of the Management Board since April 2013

Hans Dieter KemlerVice-President of the Management BoardHead of Financial Markets

• From 1998 to 2005 a Managing Director for Corporate Risk Advisory in the head office of Commerzbank

• Between 2005 and 2009 a member of the senior management of Commerzbank with responsibility for International Public Finance


Przemysław GdańskiVice-President of the Management Board Head of Corporate and Investment Banking

• Between 1993 and 2002 in IBP Bank and then ABN AMRO Bank

• Since 2002 in BPH, where in 2006 took the position of Deputy President of the Management Board, responsible for corporate banking and real estate financing


ManagementTeam

mBank’sClients


BankingSector

PolishEconomy

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Contact details

Oliver Koepke

Head of Treasury

Direct dial: +48 22 829 01 37

E-mail: [email protected]

Wojciech Chmielewski

Head of Investor Relations and Group Strategy

Direct dial: +48 22 829 14 34


Paweł Lipiński

Investor Relations Officer

Direct dial: +48 22 829 15 33


mBank S.A.ul. Senatorska 1800-950 Warszawa

mbank group

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