mbank hipoteczny covered bonds presentation...pln 30 m to pln 500 m k3 –annual sales below 30 m...

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Bank Hipoteczny Mortgage Covered Bonds Investor Presentation Proven track record and prospects for future growth

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Page 1: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Bank Hipoteczny

Mortgage Covered Bonds Investor Presentation

Proven track record and prospects for future growth

Page 2: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 2

Investment Highlights

mBANK GROUP & mBANK HIPOTECZNY

mBank Group – 4th largest banking group in Poland (in terms of assets), 69% owned by Commerzbank AG. Well capitalized & liquid

universal bank, recognized domestically and internationally as a mobile-banking icon

mBank Hipoteczny - longest (20 years) track record of covered bond issuance in the Polish capital market with the equivalent of ca.

EUR 1.7bln of covered bonds already outstanding placed on local and international market

Mortgage covered bonds - rated „A” by Fitch Ratings: 1 notch above the Polish sovereign rating & 3 notches above the issuer rating

Well diversified mixed cover pool of residential and commercial real estate with natural currency hedge

The covered bonds will offer a pick-up against Polish EUR Government curve as well as Western European covered bond issuers

The covered bonds from International Programme are expected to feature: ECB eligibility, Level 2A classification for LCR purposes,

and English language documentation

POLISH ECONOMY & REAL ESTATE MARKET

Poland – one of EU’s most resilient economies with profitable, well-capitalized and attractive banking sector

Growing, high standard real estate market with attractive prospects for lending growth

Strong covered bond legal framework: updated in 2016 with the objective of implementing best in class market practices for the

benefit of covered bonds investors

Growing covered bond market, offering European investors diversification and access to attractive exposures

Page 3: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 3

Agenda

mBank Group

mBank Hipoteczny

o mBank Group overview and key performance

o mBank Hipoteczny role in mBank Group Strategy

o Financial results and asset and liability structure

Covered bondso mBank Hipoteczny issuances track record and Polish Covered Bond Market

o Mortgage Covered Bond Programme

Cover Poolo Credit risk and other statistics

o Distribution by real estate type, currency, interest rate and geographical

Polish Economyo Polish economy fundamentals

o Banking sector stability

Real estate marketo Stable and growing residential market in Poland

o Commercial real estate and activity of residential developers

Legislation o Legal consideration of Polish Covered Bonds

Page 4: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Key product lines as of 2018

mBank Group in a snapshot

General description

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

assets and 5th by customer net loans and deposits as of the end

of 2018

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-rated by Fitch (BBB/F2) and Standard & Poor’s (BBB+/A-2)

Listed on the Warsaw Stock Exchange since 1992 a member of

WIG-20 blue chip index since its inception in 1994; 69.3%

owned by Commerzbank

Corporates andFinancial Markets

Fully fledged offering:

Corporate banking

Transactional banking

Investment banking

Brokerage

Leasing

Factoring

23.7 thou. clients

Retail Banking

A wide range of modern

financial services for

mass market, affluent

and private banking

clients as well as entrepreneurs

5,685 thou. clients

PolandCzech Republicand Slovakia

Source: mBanks’ consolidated financial statements as of 31.12.2018.

Key financial mBank Group data (PLN milion)

2015 2016 2017 2018

Total Assets 123,523 133,744 131,424 145,750

Net loans 78,434 81,763 84,476 94,723

Deposits 81,141 91,418 91,496 102,009

Equity 12,275 13,051 14,292 15,216

Total income 4,093 4,295 4,454 50,059

Net profit 1,301 1,219 1,092 1,316

Cost/Income ratio 50.1% 45.7% 45.9% 42.8%

Cost of risk 0.54% 0.46% 0.61% 0.78%

Return on Equity (ROE)

11.8% 10.1% 8.3% 9.5%

Tier 1 ratio 14.3% 17.3% 18.3% 17.5%

Total Capital Ratio 17.3% 20.3% 21.0% 20.7%

NPL ratio 5.7% 5.4% 5.2% 4.8%

NPL coverage ratio 58.9% 57.1% 59.2% 62.8%

| 4mGroup

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Market shares as of 2018

6.4%

Retail loansof the sector

Retail Deposits

6.6%

Corporate Loans

6.5%

Corporate Deposits

9.0%

Page 5: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 5

Efficiency3

Mobility2

Empathy1

Offer the best customer

experience i.e. give clients what

they need just in time they need

Make banking easy

Focused customer acquisition

oriented on development of active

client base, incl. mBank’s aspiration

to acquire 1/3 of the young entering

the banking market

Broaden the sources of

information about the client

to target our offer more precisely

Be the point of reference in terms

of mobile banking

Offer the best (most convenient,

hassle-free, intuitive and engaging)

mobile application on the banking

market

Enhance ‘mobile first’ distribution

approach within the multichannel

model

Minimize the functionality gap

between mobile and internet

Expand base of active mobile app

users and sales via mobile channel

Grow while keeping the FTE base

at current level

Increase average revenues per

client every year

Enhance assets profitability

through an active management of

balance sheet structure

Strengthen funding independence

through rising volume of covered

bonds and clients transactional

deposits

Simplify, streamline, automate and

digitalise all processes to be a

paperless bank

New mission emphasizes focus on being close to clients and taking advantageof the mobile revolution

„To help. Not to annoy. To delight… Anywhere.”

Specific business actions will be based on three strategy pillars

Highlights of mBank Group’s 2016-2020 strategy

mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 6: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

2013

Favourable demographics of customer base:

ca. 50% of retail clients are under the age of 35 and are expected to reach their highest personal income levels in the future,

mBank's mortgage clients predominantly live in urban areas and large cities of more than 100 thou. residents

mBank Group’s unique story of successful organic growthBrief history

Founding of Bank Rozwoju Eksportu (Export Development

Bank) as a joint-stock company

in 1986 the bank has served some of Poland’s largest

companies involved in foreign trade on export markets.

2012

Bank starts operations in the retail banking segment,

launching, in just 100 days, mBank – the first Internet

Bank in Poland

Bank launches its second retail arm, MultiBank bank aimed

at servicing demanding and affluent clients

Foreign expansion of bank’s retail operations, first outlets in the Czech Republic and Slovakia

2007

2017

2000

2001

Number of retail customers (thousand)

Corporate loans: PLN 44.2 BCorporate deposits: PLN 35.3 B[as of 2018]

Retail loans: PLN 52.9 BRetail deposits: PLN 65.9 B[as of 2018]

Number of corporate customers

673762

820 869905

924

4,1824,1283,789

4,229

3,556

2013 20162014 2015

4,437

2017

4,761

2018

4,5514,947 5,051

5,3425,685

+6%

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:

2013

1,838

20,940

10,805

5,144

2014

1,9832,193

5,748

11,831

2015

7,5201,255 6,067

12,750

16,333

2016

5,022

2,093

7,088

12,867

23,706

2017

13,993

2018

17,78719,562

22,048

10,056

2,123

+8%

mBank CZSK

Poland

mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation | 6

Source: mBanks’ consolidated financial statements.

The announcement of “One Bank” Strategy for 2012-2016;the establishment of Euro Medium Term Note Programme (EMTN)

Launch of New mBank transactional platform; rebranding of the Group under mBank name

The announcement of new mBank Group’s strategy (“mobile Bank”) for 2016-2020

2016Establishment of mAccelerator – a fund aimed to invest in FinTech start-ups

RHEINHYP-BRE Bank Hipoteczny SA setup (later mBank

Hipoteczny) as a joint venture of BRE Bank S.A. and

RHEINHYP Rheinische Hypothekenbank AG.

1999

1986

Page 7: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Loan Loss Provisions & Cost of Risk (PLN M) Net profit attributable to owners of mBank & Return on Equity (PLN M)

Total costs & C/I ratio(PLN M)

Total income & Net Interest Margin(PLN M)

mBank Group’s historical performance

NII NFC Trading and other

mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation | 7

Gradual uptrend of loan yield thanks to rising share of higher-margin products. Significant reduction of deposit costs, conversion of term deposits into current accounts

Cost/Income ratio at 42.9% underpinned by optimal banking platform.Continued investments in future growth, mainly in IT and security areas.Higher contribution to the Bank Guarantee Fund

Personnel Material and other BFG

one-off regulatory costsCAGR CAGR

808 844 855 877 903 952

812 856 866 925 960

20152013

19458

136

2014

7111151

2016

180

2017

1801,678

1,031

2018

1,7712,051 1,963 2,043 2,164

+5%+6%

835 902 897906

992976685

2,226

4,295

2013

4,454

2,833

613

2,491

547

2014

4,093

2,511

2015

556

2016

326

3,136

2017

3,496

587

2018

3,674

5,059

3,939

+7%+14%

2.6%2.2% 2.3% 2.1% 2.3% 2.5% 42.8%45.7% 44.9% 50.1% 45.7% 45.9%

+6%+14%

CAGR

478 516421 365

508694

20152013 201820172014 2016

+8%+37%

2015

1,206 1,301

2013

1,287 1,219

2014 2016

1,092

2017

1,316

2018

+2%+21%CAGR

13.1% 13.1% 11.8% 10.1% 8.3%0.70% 0.72% 0.54% 0.46% 0.61% 0.78% 9.5%

+21%+37%

Page 8: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Equity & Total Capital Ratio(PLN M)

Total Assets (PLN B)

mBank Group’s balance sheet development

| 8mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

CAGR

CAGR

CAGR

Total Gross Loans (PLN B)

Total Deposits(PLN B)

Individual clients Corporate clients Public sector

CAGR

Individual clients Corporate clients Public sector and other

20162015

123.5104.3

20142013

118.0133.7 131.4

2017

145.8

2018

+7%+11%

70.6

32.82.8

41.6

1.5

29.5

3.0

38.3

2013

1.7

33.4

46.3 48.148.9

2018

34.2

97.8

2016

1.3

37.9

87.4

2017

77.40.6

44.2

52.9

2014

81.4 84.6

2015

+7%+12%

10,256

2013

11,073

2014

12,275 13,051

20162015

14,292

2017

15,216

2018

+8% +6%

0.90.7

2013

32.2

53.5

26.8

2014

1.2

34.2

102.0

39.3

0.6

34.4

46.1

2015

34.6

55.7

2017

0.7

35.3

65.9

2018

0.5

2016

61.772.4

81.191.4 91.5

37.4

+11% +11%

19.38% 14.66% 17.25% 20.29% 20.99% 20.71%

+6%

+11%+12%

Page 9: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

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

Structure of Assets(PLN B)

Structure of Liabilities (PLN B)

Balance Sheet Analysis: Assets & Liabilities

| 9mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

70%

2%

12%

11%

5%

1.2

1.5

10.4

1.2

12/17

32.1

140.0

8.2

33.5

2.6

84.5

1.7

31.6

1.1

3.8

3.2

145.8

85.7

03/18

1.1

8.6

33.4

3.4

89.6

3.8

06/18

94.7

13.2

34.1

1.0

91.3

4.5

09/18

12.9

1.0

2.6

12/18

131.4 133.6

146.7

14.3

5.9

4.5

6.2

14.3

5.1

12/17

14.5

03/18

14.5

14.4

12/18

3.9

94.3

6.3

16.8

97.891.5

06/18

6.5

09/18

102.4

14.8

102.0

18.019.1

7.5

15.2

3.1

131.4 133.6140.0

146.7 145.8

4.6

65%

1%

23%

9%

1%1%

Page 10: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

(PLN B)

2014

109%

2016

190%

2015 2017 2018

149%

109%

144%

114%118%

199%

114%

165%

Basel III requirement ≥100%

2.68%

2015

17.47%

2.42%

requirementas of 06/18

14.29%

2.97%

2.96%

12.24%

2014

17.32%

2016

18.31%

2017

3.22%

20.29%

2018

13.97%

14.66%

17.25%

20.99% 20.69%

16.88%

Net Stable Funding Ratio (NSFR) Liquidity Coverage Ratio (LCR)

CET 1 capital ratio Tier 2 Total risk exposure amountXX.X

65.3166.5 69.4

1 Due to the adjustment of the application of the regulatory floor to the requirements of article 500 CRR and the extensions of the AIRB approach;Note: On 04.10.2016 the Polish FSA identified mBank as an other systemically important institution and imposed on the bank an additional buffer at 0.5% of total risk exposure amount.

mBank Group’s Total Capital Ratio mBank’s NSFR and LCR (mBank S.A. solo)

Key regulatory ratios: capitalisation and liquidity

68.0

| 10

76.2

mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 11: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 11

mBank Hipoteczny overview and role in Group strategy

ImmediateParent100%

UltimateParent69,37%

Corporate structure

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyResidentialCRE market

Legislation

mBank Hipoteczny is a specialised credit institution (mortgage bank) authorised to issue covered Bonds under Polish law.

mBank Hipoteczny has been issuing covered bonds since 2000, when it was the first bank to introduce mortgage covered bondsto the post-war Polish capital market, restoring their importance and place after 50 years of absence.

Outstanding publicly traded covered bonds issued by the Bank as of the end of 2018 are PLN 7.2 bn, represent 34% marketshare in the covered bond market in Poland.

Cost efficiency3

Scale of assets2

Covered Bonds1

Providing long term funding for mBank

Group by issue Covered Bonds to

• Diversify of the funding sources

• Improve long-term liquidity in the

Group – adaption to the NSFR

requirements

Development of retail mortgages

portfolio and CRE loans in close

cooperation with mBank, i.e. assuming

that origination will be executed by

mBank’s sales forces both in the retail

(since Q2 2017) and commercial real

estate (since 2019) area.

The Bank’s strategy assumes that the

foundation of its operations will be to

obtain long-term in the most cost-

effective business model possible.

The Bank is leveraging synergies

related to IT systems and processes

within the Group

The mBH strategic objectives for 2019–2022 are the following:

Page 12: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

mBank Hipoteczny assets origination – retail mortgages

| 12mBank Hipoteczny

Coveredbonds

Cover PoolPolish

EconomyResidentialCRE market

Legislation

Borrowers

Pooling model

Transfer of existing residential mortgage loan portfolio from mBank for its refinancing with mortgage Covered Bonds. Basedon framework agreement on acquiring portfolios of mortgage loans, introduced in 2014 as pioneer transaction of themortgage transfer on the Polish market.

Transfer is based on comprehensive model of cooperation between mBH and mBank:

Mortgage loanSale of loans

portfolio

Purchase price(pooling facility)

Cash Flows

Mortgage loans origination

After pooling: after-sale services, maintaining

customer relationship– no changes from the customer perspective.

Mortgage collateral

Mortgage collateral re-registration

Pooled loans portfolio

Cash Flows

The target level of the newly originated portfolio of residential assets at mBank S.A. meeting the pooling criteria is to amount to

over 90%. The inclusion of both primary and secondary market transactions in the transfer process with its cyclical nature is

aimed at a systematic increase in the value of the mortgage loan portfolio of mBH. The process of transferring mortgage loans

assumes transfer of assets to mBH on regular basis.

Covered Bonds

investors

Refinance by covered bonds

Page 13: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

mBank Hipoteczny - commercial real estate

| 13

Financed projects by type (as of EOY 2018)

Source: mBank Hipoteczny financial statements. Data as of 2018

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyResidentialCRE market

Legislation

Characteristics of funded projects

o Duration of the loan for commercial real estate is up to 20 years,

o Commercial loans denominated in EUR and PLN,

o 25% of the total investment cost is the minimum own funds ofthe borrower,

o Security features required by the Bank includes:

• mortgage entered in the first place in the Land and MortgageRegister maintained for the financed real property

• special purpose vehicle’s a specially created structurededicated to the specific project - scope of its operation islimited to activities related to its ownership andmanagement.

• assignment of rights from insurance against fire and otherperils for real estate which is the subject of credit or theregistered pledge on those rights,

Total 4.75 bn PLN

Acquiring assets financing commercial real estate (CRE) properties, being a significant cover pool pillar, is of strategic importancefor mBank Hipoteczny. Since 2019, CRE loans assets will be originated through the use of sales services of mBank.

mBank Hipoteczny acquires viacommercial pooling and syndicate modelloans for refinancing existing, completedCRE properties. Those loans are directlyeligible for cover pool.

The target model assumes a scenario ofmBank Hipoteczny participating insyndicate organised by mBank or bypurchasing loan assets from mBank -commercial pooling.

All decisions on the bank’s creditexposure will be made by mBH, basedon its independent credit risk analysis.mBH will no longer grant loans todevelopers, which will reduce risk profileby elimination of construction risk.

Risk ManagementCover pool eligibilityOrigination

1,2%

3,1%

3,6%

5,1%

6,1%

9,3%

35,4%

36,1%

Other

Hotel

Housing development

Mixed use property

Warehouse/Logistic centre

Commercial premises

Offices

Shopping centre

Page 14: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 14

mBank Hipoteczny NPL by business lines (%)

mBank Hipoteczny quality of the loan portfolio

mBank Hipoteczny Cost of Risk LLP by business lines (bps)

mBank Hipoteczny NPL ratio significantly below the market level– EOY 2018

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

3.72%3.42%3.72%

2.48%

Polish Banks mBank Group mBank Hipoteczny

3.59%

4.80%

6.80%

2.60%

0.31%

-3.21 pp

-2.17pp

Total NPL Ratio (non-fin) Mortgage NPL Ratio

Total NPL Ratio

(non-fin)

47 39 26Total Cost of

Risk LLP202.99%

Characteristics of the portfolio eligible for pooling

o Financing the purchase of real estate,

o LtV (loan to mortgage lending value) at the transfer date

does not exceed 100%,

o First rank joint contractual ordinary mortgage on all property

pledged as collateral,

o Property located in Poland,

o The remaining term of the loan over 3 years,

o Suitable internal rating,

o PLN denominated loans,

o No delays and defaults.

3.59%

5559

49

3842

4 4 4 2 4

2014 2015 2016 2017 2018

CRE

ML

19

2014 2015 2016 2017 2018

7,36%

8,76%

0,00% 0,02% 0,08%

7,18%

6,23%

0,15%

7,62%

0,31%

CRE

ML

Page 15: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

mBank Hipoteczny key financials

| 15

in PLN M 2015 2016 2017 2018

NII - Net Interest Income 110.8 130.1 156.0 176.3

NFC - Net Fee & Commission Income 6.5 1.5 -5,7 -2.5

Total income1) 114.1 134.1 146.9 171.7

Total costs2) (62.6) (65.7) (67.5) (63.6)

Cost/Income Ratio 54.82% 48.96% 45.99% 36.78%

LLP - Loan Loss Provisions (24.8) (21.6) (20.2) (16.71)

Operating result 26.8 46.9 59.2 88.3

Taxes on the balance sheet - (16.7) (24.4) (27.6)

Profit before income tax 26.8 30.2 34.7 60.7

Net profit 18.8 23.4 27.8 41.2

Net Interest Margin (NIM) 1.55% 1.37% 1.36% 1.44%

TCR 13.81% 14.54% 15.79% 16.25%

Cost of Risk LLP 0.39% 0.26% 0.20% 0.19%

ROE - Return on Equity (gross) 3.91% 3.62% 3.46% 5.85%

ROA - Return on Assets (gross) 0.37% 0.31% 0.30% 0.49%

Summary of Key Financials: Profit and Loss Accounts

1) total income (defined as net interest income + net fee and commission income + net trading income + other operating income - other operating expenses)2) total cost (overhead costs + amortisation and depreciation)

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Increasing NII

Operating costs at lower levels vs 2018

Cost efficiency(decreasing C/I ratio)

Net profits keep growingdespite financialinstitutions tax

Resilient asset quality

Return on Equity improved

Page 16: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 16

Development of Total Income (PLN M)

Net Interest Income

Net Fee and Commission Income

Trading and Other Income

Development of Revenues and Costs

2015

-0.4

6.5

2017

2.4

110.8

1.5

130.1

2016

156.0

116.9134.1

146.9

2018

178.0

179.3

+16.0%

Cost of Risk(bps)

Loan Loss Provisions (PLN M) & Cost of Risk Net Profit (PLN M) & Return on Equity (ROE) gross

3.9%39

20182015 2016

20.2

2017

24.821.6

16.7

41.2

2015 2016

18.8

2017 2018

23.427.8

+30.0%

ROE26

NIM (bps)155 137

3.6%

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

136

Development of Total Costs (PLN M)

Cost/Income ratio

Staff-related costs

Material Costs

Depreciation & Amortization

Other

54.8% 48.9%

63.6

19.6

2017

9.4 7.9

32.4

4.7

2015

34.3

3.8

22.7

3.2

2016

8.1

34.0

23.3

3.2

66.0

30.4

68.1 68.6

7.0

2018

22.4

-1.2%

3.46%

45.9%

20

144

19 5.85%

Core income (NII+NFC+Trading+Other ops) rising twice as fast as the balance sheet size.

Lowering operating costs (lower FTE count 2018 vs 2017

36.8%

Page 17: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 17

Structure of Assets (PLN M) Structure of Liabilities (PLN M)

Equity

Amounts due to other banks

Amounts due to customers

Other

Debt securities in issue

Amounts due from banks

Other

Loans and advances to customers

Derivative financial instruments

Investment securities

Asset/Liability growth

56

8

7,392(88%)

205

2015

43

19

1,134

12,386

58

10,767(88%)9,412

(88%)

16

2016

41

1,277(10%)49

2017

749

2751,069(9%)

2018

37

10,931(88%)

16

32

8,419

10,649

12,168

45

+13.7%

2016

2,960

1,056

225

7,043(58%)

4,165

266

234

904

6,153(58%)

36

782

12,168

2015

4

10,649

3,830(31%)

2017

2402471,086

7,870(64%)

3

3,180(26%)

2018

8,419

12,386

3,317(31%)

Total Gross Loans (PLN M)Balance sheet value (carrying value)

863

3,8003,7333,429 3,1633,706

584

361 4,375(46%)

20182015

4,714(50%)

2,601(35%)

4,705(44%)

322

4,430(60%)

2016

201

5,860(54%)

2017

143

6,195(57%)

4,592(42%)

7,392

9,412

10,767 10,931

-2%

+3%

Equity (PLN M)

Housing loans to individual clients

Public-sector loans

782

904

1,056

2015 2016 2017 2018

1,086

Corporate loans

TCR (%)13.8% 14.5%

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

15.8% 16.2% >12.875%

2018 EOY

Page 18: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 18

Asset/Liability structure

66(1%)

75

6,178(50%)

1,069(9%)

2018

4,748(39%)

37118(1%)

Other assets

Securities

Public sector loans

Derivatives

Mortgage loans

CRE/RRE loans

Amounts due from banks

12,291

490(4%)

Mortgage CB (public+ private offer)

1,060(8%)

3,353(26%)

247

7,551(59%)

2018

3

Other liabilities and provisions

Amounts due to other banks

Amounts due to customers

Notes

Total Equity

12,705

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Well diversified and stable balance sheet

PLN74%

EUR26%

PLN69%

EUR30%

USD0%

Fixed4%

Float96%

Structure of Liabilities (PLN M)Structure of Assets (PLN M)

Fixed22%

Float67%

Zero11%

Page 19: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 19

3,927

0

768

6,116

2015

150

7,748

0

80

80

330

5,268

2016

0501

80

6,463

2017

0300

7,118

2018

4,157

7,044

+23.1%

Long-term notes

Short-term notes

Public CB

Mortgage CB (public+ private offer)

Debt financial instruments by type (nominal value, PLN M) Debt financial instruments by currency (carrying value, PLN M)

Maturity of debt financial instruments by type (nominal value, PLN M)

Data as of: 2018Based on EUR/PLN NBP rate

4,083

2,915

1,242

2015 20182017

4,916

2,033

7,748

2016

2,1283,099

4,648

4,157

6,116

7,044

EUR

PLN

30%

70%

Debt securities issued

20232022

555

2019 2020 2021 2024 2025 2026 2029

80

516

215

344

650

1.000

215

1.450

310

1.337

206 185

580

10750

PLN - Mortgage Covered Bonds

EUR - Mortgage Covered Bonds

PLN - notes

14.2%

1.3%

84.5%

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

CAGR

Page 20: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Covered Bond Market in Poland

| 20

Polish Covered Bond Market by issuer– public issuancesoutstanding (PLN bn)

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

7.51(36%)

1.18(6%)

mBank Hipoteczny

Pekao Bank Hipoteczny

12.16(58%)

PKO Bank Hipoteczny

Total21.02bn PLN

Data based on NBP fx rate as of 31.12.2018. Data source: Financial statements of Pekao Bank Hipoteczny, PKO Bank Hipoteczny and mBank Hipoteczny

Increasing share of EUR Polish Covered Bond issuess

0

10

20

30

40

50

60

70

01/10 01/12 01/14 01/16 01/18 01/20

%EUR

58%

%

Outstanding Polish mortgage covered bonds currency split

mBH

4.05(56%) 0.86

12.39(59%)

8.79(41%)

Total Market

8.94(70%)

3.13(44%)

30%(3.89)

PKO BH

0.33(28%)

Pekao BH

EUR

PLN

21.18

7.1712.82

1.18

• Starting from 2012 mBH is active in the primary market’s

EUR debt segment which is reflected in the currency

structure of its issues,

• Issuer of 15-year mortgage covered bonds which are one

of the longest maturity instruments issued by Polish

commercial enterprises in history,

• mBH issued first PLN fixed rate Covered Bonds,

• mBH issued biggest 1 bn PLN Covered Bond on Polish

capital markets.

• First assimilation of Covered Bonds on Polish capital market

Page 21: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 21

mBank Hipoteczny – issuer track record

Crucial milestones in mBank Hipoteczny issuance history

3,429 3,1633,706

PLN bn

mBH outstanding covered bonds

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

EBRD invests in 3 series in USD

– 15 USD2 series in EUR

– 20 EUR M

EIB invests in2 series in PLN – 300 PLN M

15Y-Covered Bonds longest maturityin Polish market

history

02/05-2014

First fixed-rate Covered Bond in PLN

in Polish market history

28-04-2016

1 bn PLNbiggest

Covered Bonds issue in Polish market history

11-10-2017

300 m EURinaugural

issue of Covered Bonds under International Programme

26-04-2018

First issue of Mortgage Covered

Bond in Poland(after 1945)

28-06-2000

CeTO /

First listed Covered Bond in Poland

22-04-2003

First issue of Public Sector Covered Bonds

27-07-2007

Introduction of pooling model

First tranche01-09-2014

-

2 000

4 000

6 000

8 000

10 000

12 000

14 000

2000 2001 2002 2002 2003 2004 2004 2005 2006 2006 2007 2008 2008 2009 2010 2010 2011 2012 2012 2013 2014 2014 2015 2016 2016 2017 2018

mBH Total Assets

Page 22: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 22

Amount Currency Issue date Maturity date Tenor (yr) Coupon

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

20.0 M EUR 2015-02-25 2022-02-25 7.0 Fixed (1.135%) MS7+5bps

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

11.0 M EUR 2015-04-24 2025-04-24 10.0 Fixed (1.285%) MS+85bps

50.0 M EUR 2015-06-24 2020-06-24 5.0 EURIBOR 3M + 69bps

500.0 M PLN 2015-09-17 2020-09-10 5.0 WIBOR 3M + 110bps

255.0 M PLN 2015-12-02 2021-09-20 5.8 WIBOR 3M + 115bps

300.0 M PLN 2016-03-09 2021-03-09 5.0 WIBOR 3M + 120bps

50.0 M EUR 2016-03-23 2021-06-21 5.2 EURIBOR 3M + 87bps

50.0 M PLN 2016-04-28 2020-04-28 4.0 Fixed (2.91%)

100.0 M PLN 2016-05-11 2020-04-28 4.0 Fixed (2.91%)

13.0 M EUR 2016-09-28 2026-09-20 10.0 Fixed (1.18%) MS+90bps

35.0 M EUR 2016-10-26 2026-09-20 9.9 Fixed (1.183%) MS+80bps

24.9 M EUR 2017-02-01 2024-02-01 7.0 Fixed (0.94%) MS+46bps

500.0 M PLN 2017-09-29 2022-09-10 5.0 WIBOR3M + 75bps

1,000.0 M PLN 2017-10-11 2023-09-15 5.9 WIBOR3M + 82bps

100.0 M EUR 2017-10-30 2022-06-22 4.6 Fixed (0.612%) MS+40bps

300.0 M EUR 2018-04-26 2025-03-05 6.9 Fixed (1,073%) MS+42bps

300.0 M PLN 2018-06-22 2024-06-10 6.0 WIBOR3M + 58bps

10.0 M PLN 2018-10-11 2024-06-10 5.7 WIBOR3M + 58bps

100.0 M PLN 2019-02-22 2028-12-20 9.8 WIBOR3M + 80bps

Private placement 2016: EUR 70m and PLN 400m; 2017 PLN 300m + 400m PLN

Summary of Mortgage Covered Bonds public issued in 2015-2019. Data as of 28th February 2019.

Issuance activity - details

Covered Bonds Issuance – mBH is a frequent issuer on EUR and PLN market (PLN M)

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

151283

Q3 2013

127

Q2 2018

108

1,424

300

Q2 2014

128

Q2 2013

502

80

Q1 2018

83

Q4 2013

210

Q4 2015

Q1 2014

Q3 2017

Q4 2016

Q3 2014

500294

Q4 2014

Q1 2015

Q2 2015

500

Q3 2016

Q3 2015

255

Q4 2017

Q1 2016

513

150

Q2 2016

Q2 2017

56

400

Q1 2017

300

400

500

1,570

issued covered bonds

Page 23: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

• The recent confirmation of the withholdingtax treatment for covered bonds in Polandhas enabled mBank Hipoteczny to accessthe EUR-denominated covered market insyndicated format for the first time,

• Books opened with guidance of ms+high 40sarea,

• Strong order book momentum enabled theIssuer to revise the guidance to ms+45bpsarea (+/- 3bps) two hours later,

• Final pricing was at ms+42bps,

• The final orderbook was characterized by agranularity of 60 investors ordering overEUR 800mn resulting in a 2.7xoversubscribed book,

• The pricing implies a small new issuepremium in the high single digit area whichresults from the theoretical fair valuederived from the outstanding bonds of theirclosest comparables,

• The transaction provides a natural hedge formBank Hipoteczny mortgage portfolio whichis partially denominated in EUR.

Switzerland

15%

Germany

Austria

Others

Nordics

France/BeNeLux

60%

9%

6%

5%

5%

Allocation by Region

Allocation by Investor Type

26%

Others

Banks

Asset Manager

Insurance / Pension Funds

16%

Govt/Agencies

50%

7%

1%

Terms and Conditions

Security TypeMortgage Covered Bond, backed by Polish PLN and EUR-denominated mortgage loans

Issue TypeFixed Rate, Soft Bullet / Conditional Pass-Through Covered Bonds

Rating A / Positive Outlook (Fitch Ratings)

Size EUR 300mn

Price & Launch 19th April 2018

Settlement 26th April 2018

Maturity 5th March 2025

Tenor Short 7 years

Re-offer Spread MS +42bps

Coupon 1.073% Fixed, Annual, Act/Act ICMA

Law Polish Law

Listing Luxembourg Stock Exchange

Denomination EUR 100k

ISIN XS1812878889

BookrunnersCommerzbank (B&D), Erste Group, J.P. Morgan, LBBW, SG CIB

Final order bookAbove EUR 800mn (excluding JLM interest)

Oversubscription 2.7x

Number of accounts 60

mBank Hipoteczny successfully priced its inaugural covered bond sub-benchmark transaction with a EUR 300mn size (no grow). The deal was wellprepared with an expedited three day pan-European roadshow in Frankfurt,Munich/Stuttgart, Vienna/Zurich, Amsterdam, Paris, London andCopenhagen/Helsinki.

Main Highlights

EUR 300mn short 7Y Covered Bond

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation | 23

Page 24: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

PLN Covered Bonds issues 2017/2018

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation | 24

Series HPA31 HPA32 HPA33 + HPA34

Security Type Mortgage Covered Bond, backed by Polish PLN and EUR-denominated mortgage loans

Issue Type FRN/ Soft Bullet / Conditional Pass-Through Covered Bonds

Rating A / Positive Outlook (Fitch Ratings)

Size PLN 500 mn PLN 1 000 mn PLN 300 mn + PLN 10 mn

Issue date 29th September 2017 11th October 2017 22nd June 2018 + 11st October 2018

Maturity 10th September 2022 15th September 2023 10th June 2024

Tenor 5 years 6 years 6 years

Spread WIBOR3M +75bps WIBOR3M +82bpb WIBOR3M +58bps

Initial yield 2.48% 2.55% 2.28%

ISIN PLRHNHP00573 PLRHNHP00581 PLRHNHP00607

Law Polish Law

Listing Warsaw Stock Exchange & Bondspot

Bookrunner mBank S.A. mBank S.A., Erste Group Bank AG.

Region Allocation

Poland - 100% Poland – 100%Poland – 83%; Czech Republic – 8%

Germany – 7%; Austria – 2%

Allocation by Investor Type

Banks

Insurance / Pension Funds

Asset Manager

55%

43%

2%

60%

Banks

Insurance / Pension Funds

Asset Manager 13%

27%

HPA32 – was the biggest Covered Bonds issue in Polish market history.HPA33 - Bookrunners were mBank S.A. and Erste Group Bank AG. Final orderbook was characterized by a granularity of 23 investorsordering over PLN 577m resulting in a 1.9x oversubscribed book.This is not only the tightest PLN mortgage covered floater that mBank Hipoteczny issued but also marks another step for the Polishcovered market on the way to an extremely cheap source of funding for the banking sector.HPA34 - mBank Hipoteczny combined a newly issued series HPA34 with the June issue of HPA33 already quoted on the Warsaw StockExchange. In this way, mBH obtained a security with a total nominal value of PLN 310m.

Banks

11%Insurance /

Pension Funds

Asset Manager

17%

72%

Page 25: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Mortgage covered bonds

All issues

Mortgage CBs 7,170

PLN-denominated

4,045

EUR-denominated

3,125

WA Time to maturity 4.6 years

PLN-denominated

4.0 years

EUR-denominated

4.9 years

| 25

Distribution by interest rate (all issues)

Distribution by currency (all issues)

5,000

3,000

0

2,000

6,000

1,000

4,000

7,000

8,000

2019

516555

80

1,000

2021

1,450

2023

215

2025

310

2024

1,337

2026 2029

770

2020

650

295

1,516

206

344

417

EOY H12018

994

107

2022

215

185

7,171EUR PLN

Mortgage covered bonds maturity profile broken down by currency (all issues PLN m)

Outstanding Mortgage Covered Bonds

mBH

3,126(44%)

4,045(56%)

EUR

PLN

7,171

Fixed

mBH

4,540(63%)

7,171

Float2,631(37%)

Data as of 2018 M PLN

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 26: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 26mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

mBank Hipoteczny Domestic Covered Bonds Programme

Mortgage Covered Bond Programme by mBank Hipoteczny

Law Polish Law

Prospectus date 26th August 2016

Size PLN 15.0 bn (or the equivalent of this amount in EUR or USD)

Manner of offering Public Offering

Instruments Mortgage covered bonds („Hipoteczne listy zastawne”)

Form Dematerialised bearer securities

Depository KDPW, Poland

Secondary trading Regulated market operated by GPW / BondSpot (Catalyst market)

Required rating International investment-grade rating

Maturity Not less than 1 year

Interest rate Fixed, floating

Minimum value of a single series PLN 10.0 m (or the equivalent of this amount in USD or EUR)

Mandatory overcollateralisation Yes – 10%

DocumentsBase Prospectus

Appendixes to the Base Prospectus

Covered bonds issued by mBank Hipoteczny based on domestic Programme:

Fulfil the criteria of UCITS Directive & criteria of Article 129 (7) of the Capital Requirements Regulation (CRR)

Eligible as collateral for lombard facility, intraday credit and repo operation with Polish central bank (only PLN-denominated CBs)

All mortgage covered bonds (PLN and EUR-denominated) are listed on the Catalyst market

Soft bullet / conditional pass-through -maturity of the covered bonds obligations extended automatically by 12 months and if asset coverage or liquidity test were negative, pass through -in hypothetical case of mortgage bank’s insolvency

Mandatory liquidity reserve covering at least 6 months of interest due on the covered bonds outstanding

Page 27: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 27

Mortgage Covered Bond Programme by mBank Hipoteczny

Covered Bond RecognitionThe Mortgage Covered Bonds shall comply with (i) the requirements of Article 52(4) of the UCITS Directive, (ii) Art. 129 of the CRR and (iii) the Polish Covered Bond legislation.

Law & JurisdictionT&C`s: Polish Law and Polish Courts, English language legally bindingProgramme Agreement, Paying Agency Agreement: English Law and English Courts, English language legally binding

Prospectus date 6th July 2017 as supplemented on 10 August 2017 and 9 April 2018

Size EUR 3.0 bn

Form New Global Note - ECB repo eligible / Classical Global Note

Base Prospectus approval Authority Commission de Surveillance du Secteur Financier, Luxembourg (CSSF)

Clearing System Clearstream Luxemburg

Listing Luxembourg Stock Exchange

Expected Covered Bonds Rating Fitch Ratings Ltd – „A” outlook - positive

Maturity Up to 30 years

Interest rate Fixed, floating

Currency Multi currency

Minimum value of a single series EUR 100,000 or its equivalent in other currencies

Involved Parties

Issuer mBank Hipoteczny

Arranger: Commerzbank Aktiengesellschaft

Issuer`s Counsel Hogan Lovells LLP as to Polish and English law

Dealers Counsel: White & Case LLP as to Polish and English law

Fiscal and Paying Agent: Deutsche Bank Aktiengesellschaft

Luxembourg Listing Agent: Deutsche Bank Luxembourg S.A.

Appointed Dealers Commerzbank Aktiengesellschaft, Erste Group Bank AG, J.P. Morgan, Landesbank Baden-Württemberg, Société Générale.

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

marketLegislation

mBank Hipoteczny International Covered Bonds Programme

Page 28: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

PolandLong Term

Country ceiling

mBankBBB/-/BBB+

Stable/-/ Negative

mBank Hipoteczny

BBB/-/-Stable/-/-

CommerzbankBBB+/A1

/A-Stable / Stable/ Negative

MortgageCovered Bonds

A/-/-Stable/-/-

Pekao SABBB+/BBB+/A2

Stable/ Stable/ Stable

Pekao BHBBB+/-/-

Stable

Mortgage Covered Bonds

A-/-/-Negative/ - /-

PKO Bank Hipoteczny

-/Baa1/-- /Stable / -

PKO Bank Polski-/A2/-

- / Stable / -

MortgageCovered Bonds

-/Aa3/-

Fitch … BBB BBB+ A- A A+ AA- AA …

Moody’s … Baa2 Baa1 A3 A2 A1 Aa3 Aa2 …

S&P … BBB BBB+ A- A A+ AA- AA …

Fitch / Moody’s / S&P Ratings as of 31.03.2019 relation to sovereign rating relation to issuer rating

| 28

+3

+4

+3

+1

+1

+1

Covered Bonds rating among Polish issuers

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Source: Rating Agencies press releases

Page 29: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Mortgage Cover Pool – highlights

| 29

0% - NPL

56% of residential mortgageswith WA LTV of 78%

PLN

EU

R3 137 3 126

6 305

4 045

2 319

Cover Pool vs Covered Bonds EUR are balance sheet hedged

Number of residential mortgage 20,628

Number of commercial loans 309

Average loan size residential 0.26 M PLN

Average loan size commercial 13.22 M PLN

Top 10 largest exposure 9,85%

Rate type 100% Floating rate

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Strong overcollateralisation

Natural currency hedge for EUR and PLN Covered Bonds issues

v

Fitch Rating „A”

EOY 2018

v

mBH disclosures are compliant with the ECBC Covered Bond Label Convention - Harmonised Transparency Template (HTT) and are being published via: http://mhipoteczny.pl/en/investor-relations/

The best market transparency standards

Well diversified mixed high-quality cover pool

44% of commercial loanswith WA LTV of 68%

Cover poolreceivables + substitute assets

9,469 M PLN

Covered bondsoutstanding all issues

7,170 M PLN

OvercollateralisationActual, non-committed.

32.05%Regulatory minimum at 10%

100% Poland located

Page 30: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 30

Increasing share of residential mortgages in cover pool CRE/REE by the type of property

9%

8%

37%

40%

Werehouses

3%

Commercial real estate

Offices

Shopping malls

Retail

Hotels

Other3%

Mortgage Cover Pool – currency and mortgage type split

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

2

0

6

5

3

9

10

1

4

7

8

12/14

22%

06/15

34%

66%45%

12/15

40%

49%

12/16

60%

06/16

44%

56%

06/17

55%

45%

12/17

55%

95%

Residentialmortgages

CRE/RRE44%

06/18

78%

51%

12/18

56%

Share of EUR, USD and PLN-denominated loans in cover pool

7

9

0

3

5

1

10

2

4

6

8

66%

53%44%

12/18

67%

45%

12/15

56%

PLN

06/16

43% 42%

62%

34%38%

06/17

33%

12/17

33%

57%

06/18

EUR

USD67%

06/15 12/16

54%

12/14

31%

65%

Since 2014 the currency structure of the loan portfolio inmortgage cover pool was subject to changes resulting from asystematic growth of the portfolio of retail loans granted onlyin PLN.

In comparison with the end of Dec 2014, the share of loans inPLN increased by 31 percentage points and, as at 27th ofMarch 2018, accounted for 65% of the cover pool.

Amount of loans denominated in USD continue to phase out.

Historically mBH never granted loans denominated inCHF. Hence, there is no CHF-denominated loans in coverpool.

bn P

LN

bn P

LN

Page 31: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 31

Mortgage Cover Pool - by loans value

Value Residencial mortgages Commercial loans Total

(in PLN m) Value % share in cover pool Value % share in cover pool Value % share in cover pool

≤ 0.25 1,605.84 32% 0,88 0% 1,606.72 18%

0.25 - 0.5 2,352.60 47% 3,50 0% 2,356.10 26%

0.5 - 1.0 888.45 18% 17,17 0% 905.62 10%

1.0 - 5.0 136.03 3% 280,94 7% 416.97 5%

5.0 - 10.0 - - 316,52 8% 316.52 3%

10.0 - 15.0 - - 355,66 9% 355.66 4%

15.0 - 20.0 - - 479,62 12% 479.62 5%

20.0 - 30.0 - - 437,36 11% 437.36 5%

30.0 - 40.0 - - 579,69 14% 579.69 6%

40.0 - 50.0 - - 263,44 6% 263.44 3%

> 50.0 - - 1,406.98 34% 1,406.98 15%

TOTAL 4 983 100% 4,141.75 100% 9,124.69 100%

1,200

1,600

0

200

1,400

400

1,000

600

1,800

2,000

2,400

800

2,200

30.0 - 40.00.25 - 0.5

136

28117

40.0 - 50.0

1,606

0

3171

5.0 - 10.0≤ 0.25

4

2,353

0.5 - 1.0

888

1.0 - 5.0

00356

10.0 - 15.0

0

480

15.0 - 20.0

0

437

20.0 - 30.0

0

580 0

> 50.0

263

1,407

Residencial mortgages

Commercial loans

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Data as of H1 2018

Page 32: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Mortgage Cover Pool – residential ML regional distribution

| 32

Geographical distribution negatively correlated with unemployment– strong client base portfolio

Łódzkie

Zachodnio-pomorskie

Pomorskie

Warmińsko-mazurskie

Podlaskie

Mazowieckie

Lubelskie

Świętokrzyskie

Podkarpackie

Małopolskie

Śląskie

Opolskie

Dolnośląskie

Wielkopolskie

Kujawsko-pomorskie

Lubuskie

7.2%39,6%

3.9%

8.5%

1.1%

4.0%

10.5%

2,6%

4.1%

2.0%

10.7%

0.7%

0.8%

3.3%

0.7%

0.5%

% of mBH’s Mortgage Cover Pool – 2018 H1

> 20%10.0 – 19.9%5.0 – 9.9%1.0 – 4.9%< 1%

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Unemployment rate – 2018 H1 Data Source: GUS -Central Statistical Office

> 10%8.0 – 10.0%6.0 – 7.9%4.0 – 5.9%< 4%

Łódzkie

Zachodnio-pomorskie

Pomorskie

Warmińsko-mazurskie

Podlaskie

Warsaw

Lubelskie

Świętokrzyskie

Podkarpackie

Małopolskie

Śląskie

Opolskie

Dolnośląskie

Wielkopolskie

Kujawsko-pomorskie

Lubuskie

3.3%

2.6%

7.4%

4.9%

10.0%

4.5%

4.8%

8.9%

6.2%

7.9%

5.2%

6.1%

5.8%

7.8%

8.7%

8.1%

Mazowieckieexcl. Warsaw

9.8%

Page 33: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Supportive demographic profile of mBank’s retail client base

Distribution of Polish banks by attractiveness of customer base in terms of age and education

Source: mBank based on declarative answers from the syndicate survey Zoom Finance 4Q’16 by TNS, n=8.6k customers.

40%

20%

10%

30%

0%

70%65%60%55%50%45%35%30%10% 20% 25%15% 40%5%

Poland

average

% of customers with

higher education

Highest share of the Young (<30 years old)

% of customers under 30

years old

Poland

average

mBank’s clients are expected to reach their highest personal income

levels in the future

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

- other Banks

| 33

Page 34: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 34

Łódzkie3.1%

Zachodnio-pomorskie

1.4%

Pomorskie6.8% Warmińsko-

mazurskie0.7%

Podlaskie0.2%

Mazowieckie30.4%

Lubelskie1.3%

Świętokrzyskie1.5%

Podkarpackie4.1%Małopolskie

14.6%

Śląskie7.1%

Opolskie1.7%

Dolnośląskie19.0%

Wielkopolskie7.8%

Kujawsko-pomorskie

0.2%

Lubuskie0.2%

% of CRE/RRE regional distribution in Mortgage Cover Pool – 2018 H1

> 20%10.0 – 19.9%5.0 – 9.9%1.0 – 4.9%< 1%

Mortgage Cover Pool – CRE/RRE regional distribution

Geographical CRE/RRE regional distribution vs existing office stock by the cities – positive correlation

ŁódzkieŁódź

0,5 mln m2

PomorskieTricity

0,7 mln m2

MazowieckieWarszawa5,3 mln m2

MałopolskieKraków

1,1 mln m2

ŚląskieKatowice

0,5 mln m2

DolnośląskieWrocław

0,9 mln m2

WielkopolskiePoznań

0,5 mln m2

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Total office stock - EOY2017; Data source: Knight Frank

> 2 mln m2

1 mln m2 – 2 mln m2

0,5 mln m2 – 1 mln m2

< 0,5 mln m2

no available data

Page 35: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Poland – one of EU’s most resilient economies

Strengths Contributions to GDP growth

Source: Central Statistical Office of Poland, Eurostat.

2017 Nominal GDP share

Romania

EU-28

Czech Republic

Hungary

4.2%

Slovakia

Poland

Bulgaria

6.7%

4.1%

4.6%

3.4%

4.0%

3.7%3.8%

3.2%

3.8%

4.5%

2.3%2.6%

3.6%

Real GDP growth

Poland

Slovakia

Bulgaria

Romania

CzechRepublic

Hungary

GDP index (Q1 2008=100)

2018-2018(average)

2017

Poland – one of the fastest growing economies in the CEE region

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

Growth supported by expansionary policy-mix, solid influx of

EU funds, high cost competitiveness and key location within

the huge EU market

The most liquid financial market in the region

Economic rebound began in 2013 and it’s set to continue in

the coming quarters; Poland should continue to outperform

most of its peers

90

95

100

105

110

115

120

125

130

Q1/08 Q2/09 Q3/10 Q4/11 Q1/13 Q2/14 Q3/15 Q4/16

Poland Hungary Czech RepublicSlovakia Bulgaria Romania

| 35mBank

HipotecznyCovered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

42.2

%

11.2%

17.4

%

7.7%

4.6%

17.0%

mBank’sforecast

3.13.33.43.33.8

3.33.64.6

3.13.42.82.8

4.64.2

5.45.05.35.15.14.73.83.73.53.6

-3-2-101234567

Q1/14 Q3/14 Q1/15 Q3/15 Q1/16 Q3/16 Q1/17 Q3/17 Q1/18 Q3/18 Q1/19 Q3/19

Investment Net exports Consumption

Inventories GDP YoY (%)

Page 36: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 36

Stable growth within the forecast horizon

1

2

2

3

3

4

4

5

Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17

Wibor 3M NBP base rate 10-year yield

1.731.50

3.34

4.5%

4.0%

3.5%

3.0%

2.5%

2.0%

1.5%

1.0%

Key Polish interest rates

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Labour market is in its best shape ever Record-high consumer sentiment is supporting consumption

Polish unemployment rate is at its lowest since early 1990s and among the lowest in Europe. This has had a transformative effect on consumer senti-mentand perception of economic security and prospects.

Consumption is the key engine of economic growth right now. A dynamic of 5% is underpinned by record-high sentiment, strong wage growth and stable inflation.

Source: GUS, NBPSource: GUS, NBP

-20

-15

-10

-5

0

5

10

-2%

0%

2%

4%

6%

8%

10%

Q3/05 Q4/06 Q1/08 Q2/09 Q3/10 Q4/11 Q1/13 Q2/14 Q3/15 Q4/16 Q1/18

Household consumption YoY (LA)Expected changes in financial situation of households (-2Q, RA)

5%

8%

11%

14%

17%

20%

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017

Registered unemployment rate (seasonally adjusted)

Source: GUS

Inflation set to oscillate within the NBP’s target band due to various base effects in food and rising energy prices. There is an uptrend in core inflation. The MPC will stay put for another year at least.

-2%

-1%

0%

1%

2%

3%

2014 2015 2016 2017 2018

Repo rate CPI inflation Core inflation

Repo rate forecast CPI forecast Core CPI forecast

Inflation set to move sideways, but core inflation will be growing

Page 37: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Sound fundamentals for the banking business

Relatively strong labour market

4.2%

Poland Czech Republic

4.4%

EU-28Hungary

2.3%

Euro area

7.3%

8.7%

Unemployment rate – 31.12.2017

| 37mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Capitalisation and Funding – the Polish banking sector

TCR & Tier 1 ratio Loan-to-deposit ratio

2017

97.7%

2016

98.9%

2015

102.2%

2014

102.2%

Tier 1 ratio

Tier 2

20172016

17,3%

18.6%17.7%

14.7%

13.4%

2014

15.0%

2015

16.1%

16.3%

Source: Bloomberg Source: Bloomberg

With EM assets under significant stress (idiosyncratic problems of some countries like Turkey and Argentina, trade war fears, higher US dollar and commodity prices, perception of slowing global economy), spreads widened in recent months.

The PLN weakened in Q2/18 due to EM outflows, stronger USD and the persistently dovish MPC. Also, it provides a relief for exporters whose margins came under pressure in 2017.

PLN weakened considerably in H1/18Interest rate disparities (v. Germany, in basis points) are up

200

220

240

260

280

300

320

Jul-17 Sep-17 Nov-17 Jan-18 Mar-18 May-18

2Y 5Y 10Y

3,20

3,40

3,60

3,80

4,00

4,20

4,40

4,60

Jan-17 Mar-17 May-17 Jul-17 Sep-17 Nov-17 Jan-18 Mar-18 May-18 Jul-18

EUR/PLN USD/PLN CHF/PLN

4.60

4.40

4.20

4.00

3.80

3.60

3.40

3.20

Page 38: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Stable and growing residential market in Poland

| 38

Source: Deloitte Property Index report published in July 2017

index, 2015=100;

Residential units price on

primary and secondary market

in Poland remains stable

trough the years.

Low volatility of house price

dynamics driven by strong

demand and supply offers

significant potential for further

growth.

Data Source: Eurostat

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

372

434 450 464487

516

Czech Republic

POLAND HungaryUkraine EU-28 France

+115

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 2017, in %)

Source: Eurostat

House price dynamics in the CEE – very low volatility in Poland

Dwellings per 1 000 citizens

80

90

100

110

120

130

140

10Q1 10Q3 11Q1 11Q3 12Q1 12Q3 13Q1 13Q3 14Q1 14Q3 15Q1 15Q3 16Q1 16Q3 17Q1 17Q3 18Q1

Euro area - EA19 Czech Republic HungaryPoland Romania

-8

-6

-4

-2

0

2

4

6

8

10

Poland Euro area CzechRepublic

Hungary Romania

%

Quartile 1-3 Median

96

73 6958

4831

14

3

1615

2223

45

38

111 16 21

30 24

48

0

20

40

60

80

100

Romania POLAND Hungary CzechRepublic

Spain Austria Denmark

%

Owner

Rental

Mortgageloan

Page 39: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Energy efficiency – Polish real estate market

Several EU legislative instruments promote improvement ofenergy performance of buildings and boost ecologicalawareness among investors, as well as, the residents,especially lower consumption of energy.

The Construction Law of Poland defines the meaning of Energyperformance certificate according to amount of energy inkWh/m2/year that different type of buildings demand.

EP index defines the maximum annual consumption of non-renewable primary energy for HVAC, lighting and waterheating.For refurbished buildings the limit is higher 15% compared tonew buildings.

120

95

70

105

85

65

Obligatory from 1 January 2014 Obligatory from 1 January 2017 Obligatory from 1 January 2021

Energy performance index for heating and ventilation and

DHW heating in kWh/m2/year in residential buildings

single-family multi-family

465

141

5 43

Numbers of green building certifications in Poland

BREEAM LEED HQE WELL DGNB

Green building certification became leading trend on European realestate market. Exactly the same phenomenon is easy to observeon Polish market.

Certified buildings attract strong interest among tenants andpotential acquirers.

Up to now on Polish real estate market there are 618 greencertificates in majority granted by BREEAM and LEED.Worldwide certification trend is strong advantage of offices, with66,7% granted certificates in Poland.So we are pleased that mBank Hipoteczny’s headquarter iscertified by BREEAM.

| 39

Legal framework

Certification

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Page 40: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 40

Data Source for the slide: Cushman&Wakefield Report

Commercial Real Estate – investment volume

Poland - CEE leader in CRE investment (40%). The volume of transactions

concluded in 2017 on the commercial real property market amounted to approx.

EUR 5.1 bn and the result was higher with that recorded in 2016 (EUR 4.6 bn).

The share of the commercial real estate market is approx. 42% for market

retail, approx. 29% for offices market and approx. 22% for warehouse.

H1 2018 is record-high volume of transactions.

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

400

1250

1900

1200 1200

200650

1300950

1300

1800

1296

18401500

900

700

1 550

2 400

1 050

500

300

900

1 000

1 150

1 350 500

2 228

1 978

2 150

1 900

100

150

225

200

150

50

180

200 450

600

700

486

600 1100

340

10

20

225

40

50

117

20

100 200

150

100

41

182

380

38

0

1000

2000

3000

4000

5000

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 H1 2018

Office Retail Warehouse Others

Investment volume in Poland by sector m EUR

40%

27%

14%

4%

8%

7%Poland

Czech

Hungary

Slovakia

Romania

Bulgaria

Poland - CEE leader in CRE investment volumes (%)

Page 41: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Commercial Real Estate – Offices

2,90% 3,00%3,25%

3,50% 3,50% 3,50% 3,60% 3,75%

4,25%

4,75%

Offices - Prime Yield

0

2

4

6

8

10

12

14

16

0,0%

2,0%

4,0%

6,0%

8,0%

10,0%

12,0%

14,0%

16,0%

18,0%

20,0%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Average rate Vacancy rate

Source: JLL H1 2018

60%

10%

9%

7%

5%5%4%

Warszawa

Kraków

Łódź

Katowice

Trójmiasto

Wrocław

Poznań

Office resources by region (%)

0

2 000

4 000

6 000

8 000

10 000

12 000

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 H12018

0

100

200

300

400

500

600

700

800

900

1000

Office resources (thous. m2)

Annual supply Forecast Total surface resources

• In Poland prime yield is the highest in Europe (4,75%).• In Poland, the average rate per m2/EUR of office space is constantly

growing, despite the high supply, the vacancy rate is dropping.

Average price (EUR/m2) and Vacancy rate (%)

Source: CBRE; H1 2018

Source: Colliers, CBRE

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Source: Colliers, JLL

| 41

Page 42: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Commercial Real Estate – Retail

0

100

200

300

400

500

600

700

800

900

200620072008200920102011201220132014201520162017 H12018

0

2 000

4 000

6 000

8 000

10 000

12 000

14 000

Retail resources (thous. m2)

Annual supply Forecast Total surface resources

75%

16%

7%2%

shopping center

retail park

commercial warehouses

outlet center

Source: Cushman & Wakefield, H1 2018

905 863

620558 582 555

306 262208

142

490 450 444 420

258 229

• In Poland prime yield is the highest in Europe – 4,90% • We hace stable and growing retail commercial market in Poland

mostly are shopping 75%, retail park is 16%. Commercial warehouses and outlet center are less popular

Source: CBRE, Colliers H1 2018

Average density per 1,000 inhabitants

Source: Colliers, JLL

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation | 42

The structure of commercial space in Poland

2,00%

2,70% 2,75% 2,75% 2,90%3,15% 3,25% 3,30%

3,50%

4,90%

Source: JLL H1 2018

Retail - Prime Yield

Page 43: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Commercial Real Estate – Warehouses

3,50%

4,25% 4,25%4,50%

4,75%5,00%

5,40%5,70% 5,75%

6,50%

Source: JLL Q2 2018

25%

18%

13%

13%

11%

5%

3%2%2%

8% Warsaw - Around

Gorny Slask

Poznan

Central Poland

Wroclaw

Warsaw - City

Tricity

Cracow

Rzeszow

Others

• In Poland prime yield is the highest in Europe (6,50%)• Warehouse resources are constantly groving. Structure of warehouses

by regions over 50% for Warsaw - Around, Gorny Slask and Poznan.• Vacancy ratio on low level differentiate by regian

0,0%

1,0%

2,0%

3,0%

4,0%

5,0%

6,0%

7,0%

0

500

1000

1500

2000

2500

3000

3500

Warehouse resources (thous.m2) Vacancy rate (%)

Source: Axi Immo, H1 2018 r.

| 43

Werehouses resources by region (%)

Source: Colliers, JLL

Warehouses - Prime Yield

0

500

1000

1500

2000

2500

2006200720082009201020112012201320142015201620172018H1

0

2 000

4 000

6 000

8 000

10 000

12 000

14 000

16 000

Warehouse resources (thous. m2)

Total surface resources Forecast Annual supply

Warehouse space resources and vacancy rate

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Page 44: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Positive changes in Polish Covered Bonds Law

| 44

Fundamental changes in 2016 revision of the Act on Covered Bonds and Mortgage Banks- in line with the best market practices and with recommendations of the European Central Bank (ECB) and credit rating agencies

Improvements:

Increase of credibility and safety of covered bonds

• soft bullet / pass-through - maturity of the covered bonds obligations extended automatically by 12 months and if asset coverage or liquidity test were negative - pass through - in case of mortgage bank’s insolvency (details on the next slide)

• mandatory liquidity reserve covering at least 6 months of interest due on the covered bonds outstanding

• minimum legal overcollateralization requirement (OC) – 10%

Extension of covered bond supply

• increase refinancing limit for mortgage covered bonds forresidential mortgage loans to 80% from 60%

Extension of demand for covered bonds

• introduce investment limit for Pension Funds 5% of portfolio per issuer of covered bonds

• income from interest or discounts on the covered bonds earned by foreign investors is exempt from withholding tax (WHT)

Regulatory status - Compliance with:

Covered Bonds Programme

Domestic International

CRR art 129

UCITS 52 (4)

BRRD

Credit quality step 2 2

LCR Delegated Act (HQLA)

ECB Repo

Expected category III

NBP Repo

CBPP / LTRO

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Legal framework for Polish Covered Bonds Mortgage Bank

The Act on Covered Bonds and Mortgage Banks (Ustawa o listach zastawnych i bankach hipotecznych) of August 29, 1997 as amended

The Bankruptcy Law (Prawo upadłościowe) of February 28, 2003, Bankruptcy proceedings for mortgage banks, Article 442–450a

Specialised bank (mortgage bank) with the supervision of Polish Financial Supervision Authority (KNF)

Mortgage bank is a joint stock company with a legal personality (not a branch) with several licences e.a.: banking licence and a consent to start operating activity, both granted by the KNF

A covered bond issuer may issue mortgage or public covered bond Specific license for each covered bond type is required before the issuer may start

to issue covered bonds

Page 45: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Covered Bonds repayment in case of issuer bankruptcy

| 45

*details on the next slides

Coverage test*passed

Liquidity test*passed

Coverage testpassed

Liquidity testfailed

Coverage testfailed

Coverage and liquidity tests performs initially 3 months after insolvency and subsequently every 3 months -liquidity test and 6 months - coverage test

issuer bankruptcy

event

Soft bullet Pass through

or

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Covered bonds repaid according to terms and conditions of the covered bonds, with 12 M maturity extension

2/3 majority covered bondholders may adopt a resolution to sell the separate bankruptcy asset pool to another bank.

Extended to longest dated cover asset maturity plus 3Y, distinct rules for pro-rata repayment before extended maturity date (fixed to floating)

2/3 majority covered bondholders may adopt a resolution to • disapply maturity extension or• sell cover assets to another bank or non-bank

Maturity of outstanding covered bonds

Page 46: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Additionally for 12 M horizon:

• Interest under receivables in the cover pool for the next 12 months

• Obligations towards holders (principal + interest) that became due but were

not paid before the date of hypothetical insolvency

Obligatory cover pool tests

| 46

Coverage Test

Verifies at the day of test whether the value of the assets in the cover pool allows for outstanding covered bonds claims.

Liquidity Test

Verifies at the day of test whether the value of the assets in the cover pool allows for outstanding covered bonds claims even in extended

maturity in case of issuer insolvency. Separately for 6M and 12M horizon

Core assetsSubstitute

assetsLiquidity buffer

Hedging instruments

Outstanding covered bonds

(principal)

Due and unpaidinterestfrom CB

Cost of liquidating asset pool in case of insolvency

1

Test calculated also under stressed conditions:• +/- 20% FX rate or highest year change in

previous 12 M Tests performed min. once a 6M

Cover pool

CB claims

Test calculated also under stressed conditions:• +/- 20% FX rate or highest year change in

previous 12 M • +/- 400bps shift of interest rate curvesTests performed min. once a 3M

Substitute assets

Liquidity buffer

Net cash flows from hedging

instrumentsin timehorizon

Interest payable in

timehorizon

Principal amount that fall in time

horizon

Cost of liquidating

asset pool in case of

insolvency in time horizon

0

Cover pool CB claims

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 47: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Polish Covered Bonds Law vs German Pfandbriefe Law

| 47

PolandHipoteczne Listy Zastawne (HLZ)

GermanyMortgages Pfandbriefe (Hypfe)

Special Covered Bonds Law YES YES

Special bank principle YES NO

Mortgage Valuation concept Mortgage lending value Mortgage lending value

Loan to Value (LtV) cap 100% NO

Mortgage value refinancing limit (consider as OC)

Residential: 80%Commercial: 60%

60% of mortgagelending value

Geographical scope for mortgage assets

PL EEA, CH, US, CA, JP, AU, NZ, SG

Repayment structure Soft–bullet and CPT Hard Bullet

Legal framework for bankruptcySpecific legal framework superseding the

general insolvency lawSpecific legal framework superseding the

general insolvency law

Bankruptcy remotenessPreferential claim by law

Specific cover pool administrationPreferential claim by law

Specific cover pool administration

Recourse upon cover pool default Yes, pari passu with unsecured creditors Yes, pari passu with unsecured creditors

Minimum Mandatory Overcollateralization

10% 2%

CRR, UCITS compliant YES YES

Source: European Covered Bond Council

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 48: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 48

DisclaimerIMPORTANT: The following applies to this document, the oral presentation of the information in this presentation by mBank Hipoteczny S.A. (the “Bank”) or any person

on behalf of the Bank, and any Q&A session that follows the oral presentation (collectively, the “Presentation”). In accessing the Presentation, you agree to be bound by

the following terms and conditions.

The Presentation and its contents are strictly confidential and are intended for use by the recipient for information purposes only and may not be reproduced,

redistributed, published or passed on to any other person, directly or indirectly, in whole or in part, for any purpose. This document may not be removed from the

premises. If this document has been received in error it must be returned immediately to the Bank. The Presentation is not directed to, or intended for distribution to or

use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other jurisdiction where such distribution or use would be

contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Presentation is not for publication, release or distribution in

the United States, the United Kingdom, Australia, Canada or Japan.

This document and its contents may not be viewed by persons within the United States or “U.S. Persons” (as defined in Regulation S under the Securities Act of 1933, as

amended (the “Securities Act”)). The covered bonds referred to herein (the “Securities”) have not been registered under the Securities Act or the laws of any state or

other jurisdiction of the United States and the Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons unless so

registered, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The Bank

does not intend to register any portion of the offering of the Securities in the United States or to conduct a public offering of the Securities in the United States. By

accessing the Presentation, you represent that you are a non-U.S. person that is outside the United States.

The Presentation is made to and directed solely at: (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments

falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and

other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to

engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of

the Bank or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(iv) above being “Relevant

Persons”). Any investment activity to which the Presentation relates will only be available to and will only be engaged with Relevant Persons. Any person who is not a

Relevant Person should not act or rely on the Presentation. By accessing the Presentation, you represent that you are a Relevant Person.

The Presentation does not constitute or form part of, and should not be construed as an offer to sell or the solicitation or invitation of an offer to subscribe for or

purchase the Securities in any jurisdiction or an inducement to enter into investment activity, and nothing contained therein shall form the basis of or be relied on in

connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding the Securities. The Presentation is an advertisement, does

not constitute an offering document or listing particulars in compliance with the regulations or rules of any stock exchange and does not comprise a prospectus for the

purposes of EU Directive 2003/71/EC (as amended) (the “Prospectus Directive”). Prospective investors are required to make their own independent investigations and

appraisals of the business and financial condition of the Bank and the nature of the Securities before taking any investment decision with respect to the Securities. Full

information on the Bank and definitive terms of the offer of the Securities is only available on the basis of the combination of the of Base Prospectus dated 6 July 2017,

as supplemented on 10 August 2017 and 9 April 2018 (the “Base Prospectus”) and the final terms in relation to the relevant offering (the “Final Terms”) which will be

published on the Luxembourg Stock Exchange website (www.bourse.lu) and on the website of the Bank (www.mhipoteczny.pl). This Presentation may contain

information different from the Base Prospectus and the Final Terms. Therefore, the Presentation is qualified in its entirety by the information in the Base Prospectus and

the Final Terms for the proposed transaction on which your investment decision must be based. No part of this Presentation, nor the fact of its distribution, should form

the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

Page 49: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

| 49

DisclaimerThe Presentation has been prepared by the Bank. Any dealer acting in connection with the offering of the Securities (the “Dealer”) is acting exclusively for the Bank and no one

else, and will not be responsible for providing advice in connection with the Presentation to any other party. Subject to applicable law, none of the Bank or the Dealer accepts any

responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of the Presentation, including its accuracy, completeness or verification or

for any other statement made or purported to be made in connection with the Bank, the Presentation or the Securities and nothing in this document or at this presentation shall be

relied upon as a promise or representation in this respect, whether as to the past or the future. The Bank and the Dealer accordingly disclaim all and any liability (including any

liability for damages for misrepresentation under the UK Misrepresentation Act 1967) whatsoever, whether arising in tort, contract or otherwise (save as referred above) which any

of them might otherwise have in respect of the Presentation or any such statement.

This Presentation contains certain statistical and market information relating to the banking sector in Poland, including information on the market share of certain banks and the

Bank. Unless attributed exclusively to another source, such market information has been calculated based on data provided by third party sources identified herein and includes

estimates, assessments, adjustments and judgments that are based on the Bank’s experience and familiarity with the sector in which the Bank operates. Because such market

information has been prepared in part based upon estimates, assessments, adjustments and judgments and not verified by an independent third party, such market information is,

unless otherwise attributed to a third party source, to a certain degree subjective. While it is believed that such estimates, assessments, adjustments and judgments are

reasonable and that the market information prepared is appropriately reflective of the sector and the markets in which the Bank operates, there is no assurance that such

estimates, assessments and judgments are the most appropriate for making determinations relating to market information or that market information prepared by other sources

will not differ materially from the market information included herein.

The Presentation contains forward-looking statements. All statements other than statements of historical fact included in the Presentation are forward-looking statements. Any

historical information is not indicative of future performance. Forward-looking statements give the Bank’s current expectations and projections relating to its financial condition,

results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including

words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words

and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the

Bank’s control that could cause the Bank’s actual results, performance or achievements to be materially different from the expected results, performance or achievements

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strategies and the environment in which it will operate in the future.

No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the

Presentation or the opinions contained therein or the assumptions on which such opinions are based. The Presentation has not been independently verified (including review and

verification of any rating agency, government entity, regulatory body or listing authority) and will not be updated. The Presentation, including but not limited to forward-looking

statements, applies only as of the date of this document and is not intended to give any assurances as to future results. The Bank expressly disclaims any obligation or undertaking

to disseminate any updates or revisions to the Presentation, including any financial data or forward-looking statements, and will not publicly release any revisions it may make to

the Presentation that may result from any change in the Bank’s expectations, any change in events, conditions or circumstances on which these forward-looking statements are

based, or other events or circumstances arising after the date of this document. Market data used in the Presentation not attributed to a specific source are estimates of the Bank

and have not been independently verified.

This Presentation does not purport to identify all of the risks (direct or indirect) and information which may be associated with any decision relevant in respect of an offering of the

Securities. Nothing in this Presentation should be construed as legal, tax, regulatory, accounting or investment advice.

The distribution of this Presentation in certain jurisdictions may be restricted by law and persons into whose possession this Presentation or any document or other information

referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities

laws of any such jurisdiction. This Presentation and any materials distributed in connection with this Presentation are not directed to, or intended for distribution to or use by, any

person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary

to law or regulation or which would require any registration or licensing within such jurisdiction. The Bank and the Dealer do not accept any liability to any person in relation to the

distribution or possession of this Presentation in or from any jurisdiction.

Page 50: mBank Hipoteczny Covered Bonds Presentation...PLN 30 M to PLN 500 M K3 –annual sales below 30 M Corporate customers split: 2013 1,838 20,940 10,805 5,144 2014 1,983 2,193 5,748 11,831

Contact details

| 50

mBank Hipoteczny S.A.ul. Armii Ludowej 2600-609 Warszawa

Frank Bock Direct dial: +48 22 829 01 16

Vice-President of the Management Board, mBank e-mail: [email protected]

Chairman of Supervisory Board, mBank Hipoteczny

Piotr Cyburt Direct dial: +48 22 579 74 02

President of the Management Board, mBank Hipoteczny e-mail: [email protected]

Karol Prażmo Direct dial: +48 22 829 17 12

Head of mBank Group Treasury e-mail: [email protected]

Krzysztof Dubejko Direct dial: +48 22 579 74 97

Board Member, Head of Financial Markets mBH e-mail: [email protected]

Wojciech Zdunkiewicz Direct dial: +48 22 579 75 90

Head of mBH Treasury e-mail: [email protected]