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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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Bank Hipoteczny

Mortgage Covered Bonds Investor Presentation

Proven track record and prospects for future growth

Page 2: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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 „Aa3” by Moody’s Investors Service: 3 notches above the Polish sovereign rating & 5 notches above

the issuer rating.

Well diversified mixed cover pool of residential and commercial real estate.

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

regional peers.

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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Key product lines as of 2019 H1

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 2019 H1

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 and RESPECT

index; 69.33% owned by Commerzbank

Corporates andFinancial Markets

Fully fledged offering:

Corporate banking

Transactional banking

Investment banking

Brokerage

Leasing

Factoring

25,002 thou. clients

Retail Banking

A wide range of modern

financial services for

mass market, affluent

and private banking

clients as well as entrepreneurs

5,552 thou. clients

PolandCzech Republicand Slovakia

Key financial mBank Group data (PLN milion)

2015 2016 2017 2018 2019 H1

Total Assets 123,523 133,744 131,424 145,750 152,433

Net loans 78,434 81,763 84,476 94,723 100,422

Deposits 81,141 91,418 91,496 102,009 110,341

Equity 12,275 13,051 14,292 15,216 15,681

Total income 4,093 4,295 4,454 5,059 2,591

Net profit 1,301 1,219 1,092 1,316 496

Cost/Income ratio 50.1% 45.7% 45.9% 42.8% 48.4%

Cost of risk 0.54% 0.46% 0.61% 0.78% 0.90%

Return on Equity (ROE)

11.8% 10.1% 8.3% 9.5% 6.6%

Tier 1 ratio 14.3% 17.3% 18.3% 17.5% 16.7%

Total Capital Ratio 17.3% 20.3% 21.0% 20.7% 19.7%

NPL ratio 5.7% 5.4% 5.2% 4.8% 4.8%

NPL coverage ratio 58.9% 57.1% 59.2% 62.8% 61.3%

| 4mGroup

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Market shares as of 2019 H1

Corporate Loans

Retail loansof the sector

7.1%

Retail Deposits Corporate Deposits

6.7%

10.5%

6.5%

Source: IFRS Consolidated Financial Statements of mBank Group

Page 5: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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

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

2001

Number of retail customers (thou.)

Corporate loans: PLN 47.05 BCorporate deposits: PLN 38.13 B

Retail loans: PLN 56.05 BRetail deposits: PLN 70.24 B

Number of corporate customers (thou.)

820 869905

924938

2016

4,5414,128

2015

4,1824,761

2017

4,437

2018 2019 H1

4,947 5,0515,342

5,685 5,479

+3%

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:

2019 H1

5,748

1,983

6,067

2015

11,831

7,7772,123

12,750

2016

2,09319,562

7,088

12,867

2017

2,19322,048

7,520

13,993

2018

2,277

14,948

20,940

23,70625,002

+6%

mBank CZSK

Poland

mGroupCoveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation | 6

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

2016

Establishment 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

Launch of e-commerce services via mElements

2000

2018

Source: IFRS Consolidated Financial Statements of mBank Group

Page 7: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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 below 50% 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 costs

CAGR CAGR

855 877 903 952466 504

866 925 960

505 523

1,110

194

2015

13611

2016

1,963

2018

151 180

2017

1802,043

1,031

138

2018 H1

226

2019 H1

2,051 2,164

1,253

+2%

+13%

897906

992976685

2017

556

208

2.511

4.093

2.8331.928

2015 2016

326

3.136

587

3.496

2018

5.059

518409

1.671

2018 H1

455

2019 H1

4.4544.295

2.598 2.591

+7%

-0,3%

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

CAGR

421 365508

694

339 370

2015 2016 2018 H12017 2019 H12018

+18%

+9%

706496

2015

1.301

2016

1.219 1.092

2017

1.316

2018 2018 H1 2019 H1

+0,4%

-30%

CAGR

11.8% 10.1% 8.3%0.54% 0.46% 0.61% 0.78% 9.5%

2.6% 42.7%

0.99% 10.2%

2.7% 48.4%

0.90% 6.6%

Source: IFRS Consolidated Financial Statements of mBank Group

Page 8: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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

118.0

2014

133.7123.5

2015 2017

131.4

2016

145.8

2018

152.4

2019 H1

+5%+5%

33.4

2014

1.7

46.3

2015

1.5

48.9 52.9

2016

1.3

37.9

48.1

2017

32.8

0.6

44.2

2018

81.4

3.0

41.6

34.2

56.0

77.484.6 87.4

97.8

2019 H1

103.7

47.0

0.6

+6%+6%

11,073

2014 2016

12,275 13,051

2015

14,292

2017

15,216

2018 2019 H1

15,681

+7%+3%

39.365.9

32.2

0.7

0.935.3

2014

53.5

0.6

34.4

46.1

0.5

37.4

2016

1.2

34.6

55.7

2018

2.0

81.1 38.1

70.2

2019 H12015 2017

72.4

91.4 91.5102.0

110.3

+9%+8%

14.66% 17.25% 20.29% 20.99% 20.71% 19.70%

Source: IFRS Consolidated Financial Statements of mBank Group

Page 9: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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

72%

2%

11%

10%

5%

03/19

1.1

145.8150.8

12.9

06/1909/18

2.6

13.28.6

06/18

33.4

1.23.4

4.0

89.6

3.8

34.1

2.64.5

9.9

91.3

33.5

1.0

94.7

12/18

34.7

140.0146.7

97.7

3.5 1.0

152.4

3.1

100.4

2.5 1.1

34.3

11.0

1.0

19.1

97.8

3.1 3.0

102.0

12/18 06/19

6.3

14.5

16.8

4.6

06/18

6.5

14.8

102.4

3.9

09/18

18.4

15.2

18.0

146.7140.0

145.8

03/19

152.4150.8

2.5

107.6

15.3

6.9

110.3

16.6

15.7

6.97.5

66%

1%

22%

7%

1%2%

Source: IFRS Consolidated Financial Statements of mBank Group

Page 10: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

(PLN B)

114%

2018

199%

201720162015

109%

120%

144%

114%

165%

2019 H1

118%

190%183%

Basel III requirement ≥100%

20.99%

17.32%

14.29% 14.60%

2015

2.96%

requirementas of 06/19

2.97%

2016

2.68%

18.31%

2017

3.22%

2019 H1

17.51%

17.47%

2018

17.25%

20.29%20.69%

19.66%

16.68%

2.98%

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

CET 1 capital ratio Tier 2 Total risk exposure amount

65.3169.4

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

82.6

Source: IFRS Consolidated Financial Statements of mBank Group

Page 11: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 11

mBank Hipoteczny overview and role in Group strategy

Immediate Parent100%

Ultimate Parent69,33%

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 bonds to thepost-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 2019 H1 are PLN 7.2 bn, represent 30% market share in thecovered 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

mBH strategic objectives for 2019–2022 are the following:

Page 12: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

mBank Hipoteczny - commercial real estate

| 13

Financed projects by type (as of 2019 H1)

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 andMortgage Register 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 4.84 bn PLN

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

Origination model assumes of mBankHipoteczny participate in syndicatemodel commercial real estate loansorganised by mBank or by purchasingloan assets from mBank - commercialpooling model.

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 removal of construction phase risk.

Risk ManagementCover pool eligibilityOrigination

Warehouse Logistic centre

Hotel OtherShopping centres

Offices

4.2%

Housing development

8.9%

Commercial premises

0.8%

35.8%

Mixed use property

33.9%

6.4%5.5%

4.5%

Source: Management Board Report mBank Hipoteczny

Page 14: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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– 2019 H1

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

3.72%3.42%

Polish Banks

3.48%

mBank Group mBank Hipoteczny

0.22%

6.80%

2.40%

4.80%

2.30%

-3.32 pp

-2.18 pp

Total NPL Ratio (non-fin) Mortgage NPL Ratio

Total NPL Ratio

(non-fin)

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%

59

49

3842

15

4 4 2 41

20182015 2016 2017 2019 H1

CRE

ML

19

0,02%

7,36%

2015

7,18%

0,08% 0,15%

2016

0,22%

6,23%

2017

7,62%

0,31%

2018

7,95%

2019 H1

CRE

ML

133.48%

Source: Management Board Report mBank Hipoteczny

Page 15: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

mBank Hipoteczny key financials

| 15

in PLN M 2015 2016 2017 2018 2018 H1 2019 H1

NII - Net Interest Income 110.8 130.1 156.0 176.3 84.8 91.7

NFC - Net Fee & Commission Income

6.5 1.5 (5,7) (2.5) (1.0) (3.4)

Total income1) 114.1 134.1 146.9 171.7 79.5 89.2

Total costs2) (62.6) (65.7) (67.5) (63.6) (33.3) (39.6)

Cost/Income Ratio 54.82% 48.96% 45.99% 36.78% 41.51% 43.83%

LLP - Loan Loss Provisions (24.8) (21.6) (20.2) (16.71) (8.56) (8.34)

Operating result 26.8 46.9 59.2 88.3 37.3 43.0

Taxes on the balance sheet - (16.7) (24.4) (27.6) (13.6) (16.1)

Profit before income tax 26.8 30.2 34.7 60.7 23.8 26.8

Net profit 18.8 23.4 27.8 41.2 16.6 17.2

Net Interest Margin (NIM) 1.55% 1.37% 1.36% 1.44% 1.38% 1.38%

TCR 13.81% 14.54% 15.79% 16.25% 15.22% 17.43%

Cost of Risk LLP 0.39% 0.26% 0.20% 0.19% 0.16% 0.13%

ROE - Return on Equity(gross)

3.91% 3.62% 3.46% 5.85% 4.62% 4.66%

ROA - Return on Assets (gross)

0.37% 0.31% 0.30% 0.49% 0.39% 0.41%

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

2019 H1 higher costsdue to one-off BFG

contribution impact off -13.3 m PLN

Net profits keep growingdespite financialinstitutions tax

Resilient asset quality

Return on Equity improved

Increased capitalisationdue to larger share of

residential low risk loans.

Source: IFRS Financial Statements of mBank Hipoteczny

Page 16: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 16

Development of Total Income (PLN M)

Development of Revenues and Costs

84.8

2016

2.4134.1

2017

1.5

146.9

176.3156.0

130.1

2018 2018 H1

91.7

2019 H1

171.7

79.589.2

+13.1%

+12.1%

Cost of Risk(bps)

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

2016 2017

16.7

2018 2019 H12018 H1

21.620.2

8.6 8.3

-12.0%

-2.6%23.4

20172016 2018 2018 H1 2019 H1

27.8

41.2

16.6 17.2

+32.7%

+3.5%

ROE26

NIM (bps)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 –including BFG

48.9%

2016

23.3

7.9

34.3

3.4

22.7

3.2

8.1

34.0

3.2

39.6

6.0

2017

7.0

33.3

68.6

22.4

3.8

2018

14.8

10.71.7

2018 H1 2019 H1

14.9

13.0

8.3

68.163.6

30.4

-3.3%

+18.8%

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.

2019 H1 higher costs due to one-off BFG contribution impact off -13.3 m PLN

36.8% 43.8%138

13 4.66%

138 41.5%

4.62%16

Net Interest Income

Net Fee and Commission Income

Trading and Other Income

Source: IFRS Financial Statements of mBank Hipoteczny

Page 17: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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

Assets & Liabilities growth

1,134

2018

49

45

9,412(88%)

2019 H12016

561,0691,277

10,767(88%)

19

1,174(9%)

2017

275

4337

10,931(88%)

46

58

10,649

1616

262

12,102(89%)

1 19

12,168 12,386

13,603+8.5%

6,153(58%)

240

904

36

3,317(31%)

2016

7,996(59%)

234

1,056

7,043(58%)

4

3,830(31%)

2017

1,086

12,386

7,870(64%)

37

3,180(26%)

247

2018

2401,251

4,109(30%)

2019 H1

10,649

12,16813,603

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

863

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

584

2017

10,931

4,705(44%)

322

4,375(46%)

4,714(50%)

2016

10,767

2018

201

5,860(54%)

143

6,195(57%)

4,592(42%)

135

7,262(60%)

4,705(39%)

2019 H1

9,412

12,102

+2%

-2%

Equity (PLN M)

Housing loans to individual clients

Public-sectorloans

904

1,086

2016

1,251

2017 2018 2019 H1

1,056

Corporate loans

TCR (%)

14.5%

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

15.8% 16.2%

>12.875%

Investment securities

Amounts due frombanksLoans and advances tocustomers

Other

Derivative financial instruments

17.4%

Source: IFRS Financial Statements of mBank Hipoteczny

Page 18: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 18

CRE loans

46

19

1,174(9%)

135(1%)

4,705(35%)

7,262(53%)

262(2%)

2019 H1

Amounts due from banks

Securities

Derivatives

Public sector loans

Mortgage loans

Other assets

13,603

717(5%)

Covered Bonds7,279(54%)

4,109(30%)

240(2%)1,251(9%)

2019 H1

Notes

Amounts due to other banks

Other liabilities and provisions

Total Equity

13,603

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

PLN74%

EUR26%

PLN69%

EUR31%

Floating97%

Fixed3%

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

Floating71%

Fixed20%

Zero9%

Well diversified and stable balance sheet

Source: Based on mBank Hipoteczny IFRS Financial Statement as of 2019 H1.

Page 19: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 19

80

300

768

0

0

501

5,268

2016

7,171

80

6,439

2017

330

7,156

0

0

2018

7150

2019 H1

6,116

7,020

7,8017,871

+8.8%

Short-term notes

Long-term notes

Mortgage CB (public+ private offer)

Public CB

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)

4,6754,083

2,033

2016

3,1262,104

4,916

2017 2018

3,091

4,780

2019 H1

6,116

7,020

7,8717,801

EUR

PLN

30%

70%

Debt securities issued

1,322

100

202620212019

1,450

650

2029202320222020

310

2024 2025 2028

213 200

340 350

213

555 510

1,000

65 106204

100183

EUR - Mortgage Covered Bonds

PLN - Mortgage Covered Bonds

PLN - notes

9.1%

90.9%

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

CAGR

Source: IFRS Financial Statements of mBank Hipoteczny; EUR/PLN NBP rate

Page 20: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Covered Bond Market in Poland

| 20

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

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

7.16(29%)

mBank Hipoteczny

PKO Bank Hipoteczny

Pekao Bank Hipoteczny

1.17(5%)

15.95(66%)

Total24.28bn PLN

Data based on NBP fx rate as of 30.06.2019. Data source: Press releases / 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

2012 20162014 20182010 06/2019

63%%EUR

%

Outstanding Polish mortgage covered bonds currency split

Pekao BHmBH

15.27(63%)

4.07(57%)

9.01(37%)

3.09(43%)

Total Market

11.82(74%)

4.14(26%)

PKO BH

0.360.81

EUR

PLN

24.28

7.16

15.95

1.17

• 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 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 2019 H1.

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

H1 2012

H2 2012

582

H1 2013

798

80

H2 2014

43

H1 2016

340

H2 2013

215

H1 2014

H1 2015

968

100

663698

204

H2 2016

300400

H1 2017

106

400

1,925

H2 2017

1,576

H1 2018

10

H2 2018

H1 2019

H2 2015

issued covered bonds

Data as of: 2019 H1Based on EUR/PLN NBP rate

Page 23: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

• 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Mortgage covered bonds

All issues

Mortgage CBs 7,156

PLN-denominated

4,065

EUR-denominated

3,091

WA Time to maturity 4.2 years

PLN-denominated

3.4 years

EUR-denominated

5.0 years

| 24

Distribution by interest rate (all issues)

Distribution by currency (all issues)

7,000

5,000

3,000

8,000

2,000

4,000

0

1,000

6,000

2020

2131,510

1,000

2022

7,156

1,450416

510

2023 2029

106

768

310

2024

1,322

2025 2028

555

100

650

2019 H1 20262019 2021

213990

183

340

204

EUR PLN

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

Outstanding Covered Bonds

3,091(43%)

4,065(57%)

EUR

mBH

PLN

7,156

2,603(36%)

7,156

4,553(64%)

mBH

Fixed

Float

Data as of 2019 H1 (PLN M)

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Data as of: 2019 H1Based on EUR/PLN NBP rate

Page 25: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 25

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 11th July 2019 - Supplemented 5th September 2019

Size EUR 3.0 bn

Form New Global Note - ECB repo eligible

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

Clearing System Clearstream Luxemburg

Listing Luxembourg Stock Exchange

Expected Covered Bonds Rating Moody’s Investors Service Ltd – „Aa3”

Maturity Up to 30 years

Interest rate Fixed, floating

Currency Multi currency

Denomination of Covered BondsMinimum denomination of each Covered Bond will exceed EUR 100,000 or its equivalent amount in other currency

Involved Parties

Issuer mBank Hipoteczny

Arranger: Commerzbank Aktiengesellschaft

Issuer`s Counsel Clifford Chance 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

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

marketLegislation

mBank Hipoteczny International Covered Bonds Programme

Page 26: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

PolandLong Term

Country ceiling

mBankBBB/-/BBB+

Stable/-/ Negative

mBank HipotecznyBBB/Baa2/-

Stable/-/-

CommerzbankBBB+/A1

/A-Stable / Stable/ Negative

MortgageCovered Bonds

-/Aa3/-

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/-

ING Bank Hipoteczny

-/Baa1/-- /Stable / -

ING BankA/A2/-

Stable / Stable / -

MortgageCovered Bonds

-/Aa3/-provisional

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 02.09.2019 relation to sovereign rating relation to issuer rating

| 26

+5

+4

+3

+1

Covered Bonds rating among Polish issuers

mBankHipoteczny

Coveredbonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Source: Rating Agencies press releases

+3

+4

+3

Page 27: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Cover Pool – highlights

| 27

0% NPL

60% - Residential ML

PLN

EU

R

3 213 3 091

6 896

4 065

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Strong overcollateralisation

mBH strategy for the following years is to be EUR issuer. Covered by significant increase of residential PLN denominated mortgages. Which results in the necessity of hedge ccyrisk by covered bond swap.

v

Moody’s Rating „Aa3”

2019-08-29 – HTT report

v

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

The best market transparency standards

Well diversified mixed high-quality cover pool

40% - CRE loans

Cover poolreceivables + substitute assets

10,521 M PLN

Covered bondsoutstanding all issues

7,252 M PLN

OvercollateralisationActual, non-committed.

45.0%Regulatory minimum at 10%

OC after the sub-

benchmark size issue

19.0 - 22.0%

Covered bond swap characteristics:

• Swap to be included into the cover pool,

• Swap surviving the issuer default,

• Swap counterparty meets all Moody’s criteria for Aa3 + 3 notches leeway rating.

100% Poland located properties

100% Floating rate type

WA LtMLV - 76.9% WA LtMLV - 68.3%

Number of loans 24,390 Number of loans 303

Average size 0.25 m PLN Average size 13.81 m PLN

Page 28: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 28

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

39%

37%

9%

5%4%

2%3% Other

Commercial real estate

Hotel/Tourism

Property developers

Warehouse/Logistic Centre

Retail

Office

Shopping malls

Cover Pool – currency and mortgage type split

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

0

3

10

6

5

2

8

7

1

11

9

4

06/19

57%

40%66%

12/1712/15 12/16

51%

44%

95%

43%

12/14

22%

06/18

78%

56%

06/15

Commercial Real Estate44%

34%

40%

60%

06/16

56%

49%

06/17

55%

45%

55%

45%

12/18

60%

08/19

Residential mortgages

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

2

7

1

9

5

3

0

10

4

11

6

8

12/1612/15

43% 30%

06/19

31%

06/16 06/1712/14

PLN

34%67%

44%

54%

06/15

53%

68%

12/17

45%

08/19

56%57%

33%

66%

42%

62%

65% 67%

06/18

33%

12/18

32% EUR38%

USD

70%

Since 2014 the currency structure of the loan portfolio inmortgage cover pool was subject to changes resulting froma systematic growth of the portfolio of retail loans grantedonly in PLN.

mBH strategy for the following years is to be EUR issuercovered by significant increase of residential PLN denominated mortgages.

Historically mBH never granted loans denominated in CHF. Hence, there is no CHF-denominated loans in cover pool.

bn P

LN

bn P

LN

Page 29: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 29

Cover Pool - by loans value

Value Residencial mortgages Commercial loans Total

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

≤ 0.25 2,028.86 33% 0.81 0% 2,029.66 20%

0.25 - 0.5 3,009.65 48% 3.42 0% 3,013.07 29%

0.5 - 1.0 1,026.61 17% 17.31 0% 1,043.92 10%

1.0 - 5.0 128.90 2% 280.52 7% 409.42 4%

5.0 - 10.0 - - 320.50 8% 320.50 3%

10.0 - 15.0 - - 339.55 8% 339.55 3%

15.0 - 20.0 - - 422.91 10% 422.91 4%

20.0 - 30.0 - - 659.67 16% 659.67 6%

30.0 - 40.0 - - 574.72 14% 574.72 6%

40.0 - 50.0 - - 351.23 8% 351.23 3%

> 50.0 - - 1,214.95 29% 1,214.95 12%

TOTAL 6,194.0 100% 4,485.6 100% 10,379.60 100%

0

1,500

1,000

3,000

500

2,000

2,500

3,500

1

≤ 0.25

3,010

0.25 - 0.5

17

0.5 - 1.0

129423340320

5.0 - 10.0 10.0 - 15.0

3

15.0 - 20.0

660

> 50.020.0 - 30.0

575

30.0 - 40.0 40.0 - 50.0

1,215

281 351

1,027

2,029

1.0 - 5.0

Residencial mortgages

Commercial loans

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

PLN

m

Based on mBH HTT report - 2019-08-29

Page 30: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Cover Pool – residential ML regional distribution

| 30

Łódzkie

Zachodnio-pomorskie

Pomorskie

Warmińsko-mazurskie

Podlaskie

Mazowieckie

Lubelskie

Świętokrzyskie

Podkarpackie

Małopolskie

Śląskie

Opolskie

Dolnośląskie

Wielkopolskie

Kujawsko-pomorskie

Lubuskie

7.0%40.0%

3.50%

8.8%

1.1%

3.4%

10.1%

2.9%

3.6%

1.9%

11.2%

0.6%

0.5%

4.6%

0.6%

0.5%

% of mBH’s Mortgage Cover Pool – 2019-08-28

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

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Mazowieckie

4.5%

Łódzkie

Zachodnio-pomorskie

Pomorskie

Warmińsko-mazurskie

Podlaskie

Lubelskie

Świętokrzyskie

Podkarpackie

Małopolskie

Śląskie

Opolskie

Dolnośląskie

Wielkopolskie

Kujawsko-pomorskie

Lubuskie

2.8%

6.6%

4.4%

8.8%

3.9%

4.2%

7.9%

5.6%

7.3%

4.7%

5.6%

5.1%

7.0%

7.9%

7.6%

Mazowieckie

4.5%

Unemployment rate – 2019 H1 Data Source: GUS - Central Statistical Office

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

Geographical distribution negatively correlated with unemployment– strong client base portfolio

Based on mBH HTT report - 2019-08-29

Page 31: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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

| 31

Page 32: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 32

% of CRE/RRE regional distribution in Mortgage Cover Pool – 2019-08-28

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

Cover Pool – CRE/RRE regional distribution

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

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Total office stock - EOY2018; 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

ŁódzkieŁódź

0,5 m m2

PomorskieTricity

0.8 m m2

MazowieckieWarszawa5.5 m m2

MałopolskieKraków1.5 m2

ŚląskieKatowice0.5 m

m2

DolnośląskieWrocław

1.05 m m2

WielkopolskiePoznań

0.5 m m2

Łódzkie3.0%

Zachodnio-pomorskie

2.4%

Pomorskie5.5% Warmińsko-

mazurskie1.7%

Podlaskie0.4%

Mazowieckie28.9%

Lubelskie1.3%

Świętokrzyskie1.4%

Podkarpackie3.6%

Małopolskie18.3%

Śląskie6.4%

Opolskie1.3%

Dolnośląskie16.6%

Wielkopolskie5.6%

Kujawsko-pomorskie

3.%

Lubuskie0.1%

Based on mBH HTT report - 2019-08-29

Page 33: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 33

Poland – one of EU’s most resilient economies

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Source: Eurostat

2018 Nominal GDP share

Czech Republic

Poland

Hungary

Slovakia

EU-28

3.8%

Romania

3.6%Bulgaria

5.1%3.3%

3.7%

4.8%

1.6%

3.0%

4.2%

4.0%

3.2%

2.9%2.8%

1.9%

Real GDP growth

Poland

Slovakia

Bulgaria

Romania

CzechRepublic

Hungary

GDP index (Q1 2008=100)

2018

2019-2020(average)

The largest economy in Central and Eastern Europe (CEE)

with more than 40% of the region’s gross domestic product1

Track record of steady growth despite prolonged turmoil

experienced by the international financial markets

Growth supported by expansionary policy-mix, solid influx

of EU funds under 2014-2020 framework, high cost

competitiveness and key location within the huge EU market

Economic expansion began in 2013 and GDP growth

continued to remain solid in the next quarters

Source: Central Statistical Office of Poland

1 Share of 2018 Nominal GDP of CEE region defined as: Bulgaria, Czech Republic, Hungary, Poland,Romania and Slovakia

3.1 3.3 3.4 3.33.8

3.3 3.6

4.6

3.1 3.42.8 2.8

4.64.2

5.45.0 5.3 5.1 5.1 4.9

-3

-2

-1

0

1

2

3

4

5

6

7

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

Investment Net exports Consumption

Inventories GDP YoY (%)

90

100

110

120

130

140

150

Q1/08 Q3/09 Q1/11 Q3/12 Q1/14 Q3/15 Q1/17 Q3/18

Poland Hungary Czech RepublicSlovakia Bulgaria Romania

42.0%

11.1%

17.5%

7.6%

4.7%

17.1%

Strengths Contributions to GDP growth

Poland – one of the fastest growing economies in the region

Page 34: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Sound fundamentals for the banking business

Relatively strong labour market

5.3%

Poland Euro area2018

3.3%

Czech Republic

Hungary

2.7%

EU-282018

7.3%

8.7%

Unemployment rate – 2019 H1

| 34mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Capitalisation and Funding – the Polish banking sector

TCR & Tier 1 ratio Loan-to-deposit ratio

2018

92.4%

2017

94.8%

2016

95.7%

2015

98.9%

Tier 1 ratio

Tier 2

20182017

17.2%

19.1%19.0%

16.3%

15.0%

2015

16.1%

2016

17.2%

17.7%

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 35: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 35

Stable growth within the forecast horizon

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Labour market is in its best shape ever Consumption is set to remain a key pillar of growth

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

Consumption will be further supported by the new fiscal package (personal tax cuts, social transfers including the extended child subsidy programme), whose impact is estimated at 0.5 p.p. in 2019 and 2020.

Source: GUS, NBPSource: GUS, NBP

5%

8%

11%

14%

17%

20%

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

Registered unemployment rate (seasonally adjusted)

Source: Central Statistical Office of Poland Source: Bloomberg

Inflation rate (YoY) and the path of interest rates Key Polish interest rates

1,0

1,5

2,0

2,5

3,0

3,5

4,0

Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19

Wibor 3M NBP base rate 10-year yield

4.0

3.5

3.0

2.5

2.0

1.5

1.0

1.72

1.50

2.91

-2,0%

-1,5%

-1,0%

-0,5%

0,0%

0,5%

1,0%

1,5%

2,0%

2,5%

3,0%

Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19

Repo rate CPI inflation Core inflation

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

-0.5%

-1.0%

-1.5%

-2.0%

-25

-20

-15

-10

-5

0

5

10

-2%

0%

2%

4%

6%

8%

10%

Q1/05 Q3/06 Q1/08 Q3/09 Q1/11 Q3/12 Q1/14 Q3/15 Q1/17 Q3/18

Household consumption YoY (LA)

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

Page 36: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Asset quality trends in Poland

Comparison of NPL ratios for CEE countries – 2017

Source: Polish FSA

Mortgage NPL ratio evolution in Poland A conservative regulatory environment

Improving risk indicators in Poland – NPL ratios by sector

Recommendation S

Introduction of a limitation on LtV: to 90%, if part of the loan exceeding the 80% limit was insured or backed by high quality collateral, and to80% in other cases; a gradual reduction to the target levels in 2017

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

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

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

4%

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18

Total Households Corporates

5.9%

6.8%

8.7%

Czech Republic

PolandBulgaria

10.2%

Slovenia Hungary Romania Slovakia

9.2%8.4%

6.6% 6.6%

3.7%2.8%

Source: ECB (Statistical Data Warehouse) Source: Polish FSA

Introductionof IFRS9

0,8%

1,2%

1,6%

2,0%

2,4%

2,8%

3,2%

3,6%

Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18

Total Mortgages FX Mortgages

3.0%

2.5%

3.6%

3.2%

2.8%

2.4%

2.0%

1.6%

1.2%

0.8%

| 36mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal Estate

MarketLegislation

Page 37: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Stable and growing residential market in Poland

| 37

Source: Deloitte Property Index 2018

index, 2015=100;

Residential prices 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

376

452 462 465 476 489507 518

FrancePOLAND Czech Republic

DenmarkHungary Belgium EU 28 Germany

+113

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 2018, 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

150

10Q1 10Q3 11Q1 11Q3 12Q1 12Q3 13Q1 13Q3 14Q1 14Q3 15Q1 15Q3 16Q1 16Q3 17Q1 17Q3 18Q1 18Q3 19Q1

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 38: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Residential market in Poland - stable demand

| 38mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Average house price per square meter vs. average monthly wages by major Polish cities.

0,30

0,40

0,50

0,60

0,70

0,80

0,90

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

square

mete

rGdańsk CracowŁódź PoznańWarsaw WrocławAverage for Poland

Average house prices remain stable trough the years. Increase since 2013 was offset by significant increase of average wages. -Houses purchasing power almost doubled during last 10 years.

Average house price per square meter – primary market by major Polish cities.

4 000

4 500

5 000

5 500

6 000

6 500

7 000

7 500

8 000

8 500

9 000

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

PLN

Gdańsk CracowŁódź PoznańWarsaw WrocławAverage for Poland

Source: GUS - Central Statistical Office; NBP

Page 39: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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.mBank Hipoteczny’s headquarter is certified by BREEAM(Excellent).

| 39

Legal framework

Certification

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Source: Construction Law of Poland. Certification units webside.

Page 40: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

| 40

Data Source for the slide: Cushman&Wakefield Report

Commercial Real Estate – investment volume

Poland - CEE leader in CRE investment (50%).

The volume of transactions concluded in 2018 on the commercial real property market

amounted to approx. EUR 5.23 bn and the result was higher with that in 2017 (EUR 5.1

bn).

The share of the commercial real estate market in H1 2019 is approx. 63% for offices

market, approx. 17% for market retail and approx. 15% for warehouse.

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

400

1250

1900

1200 1200

200650

1300950

13001800

12961840

1500

2750

1660700

1 550

2 400

1 050500

300

900

1 0001 150

1 350 500

2 228

1 9782 150

2 500

450

100

150

225

200

150

50

180

200 450

600700

486

600 1100

1840

384

10

20

225

40

50

117

20

100 200

150

100

41

182

380

120

150

0

1000

2000

3000

4000

5000

6000

7000

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 H1 2019

Office Retail Warehouse Others

Investment volume in Poland by sector m EUR

50%

31%

8%

5%6% Poland

Czech

Hungary

Slovakia

Romania

Poland - CEE leader in CRE investment volumes (%)

Page 41: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Commercial Real Estate – Offices

Source: JLL H1 2019

Office resources by region (%)

• 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: Cresa; H1 2019

Source: Cresa, H1 2019

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

Source: Cresa

| 41

0

2000

4000

6000

8000

10000

12000

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

2019

0

400

800

1200

1600

Annual supply Total surface resources (right axis)

3,00% 2,75% 2,95%3,50%

3,00%3,50% 3,50% 3,50%

4,15%4,75%

9,75%

0,00%

2,00%

4,00%

6,00%

8,00%

10,00%

12,00%

52%

13%

5%

5%

7%

10%

5%2%1%

Warsaw

Cracow

Łódź

Katowice

Trójmiasto

Wrocław

Poznań

Lublin

Szczecin

0%

2%

4%

6%

8%

10%

12%

14%

5

6

7

8

9

10

11

12

13

14

15

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

2019

Average price [EUR/m2] Vacancy rate [%] (right axis)

Office resources (ths. square meters) Office prime yields

Page 42: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Commercial Real Estate – Retail

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 – 4,00% • We have stable and growing retail commercial market in Poland

mostly are shopping 72%, Commercial warehouses is 18%. Retail park and outlet center are less popular

Average density per 1,000 inhabitantsSource: Cresa

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation | 42

The structure of commercial space in Poland

Source: JLL H1 2019

Retail - Prime Yield

0

2000

4000

6000

8000

10000

12000

14000

16000

0

100

200

300

400

500

600

700

800

900

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

2019

H2

2019Annual supply Forecast Total surface resources (right axis)

2,00%

2,70% 2,65% 2,75% 2,90%3,15%

3,50% 3,30%3,50%

4,00%

9,75%

72%

18%

8%

2%

shopping center

commercial

warehouses

retail park

outlet center

Source: Cresa 2019

Retail resources (ths. square meters)

Page 43: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

Commercial Real Estate – Warehouses

Source: JLL Q2 2019

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

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

Source: Cresa, H1 2019

| 43

Werehouses resources by region (%)Source: Colliers, JLL

Warehouses - Prime Yield

0

500

1000

1500

2000

2500

2006200720082009201020112012201320142015201620172018 H12019

0

2 000

4 000

6 000

8 000

10 000

12 000

14 000

16 000

18 000

Warehouse resources (thous. m2)

Annual supply Forecast Total surface resources (right axis)

Warehouse space resources and vacancy rate

mBankHipoteczny

Covered bonds

Cover PoolPolish

EconomyReal estate

marketLegislation

3,50% 3,90% 3,90% 4,20% 4,50% 4,75% 5,00% 5,30% 5,25%6,50%

11,75%

19%

17%

12%17%

12%

5%

4%4%3%

7%Warsaw - Around

Gorny Slask

Poznan

Central Poland

Wroclaw

Warsaw - City

Szczecin

Tricity

Cracow

Others

0,0%

1,0%

2,0%

3,0%

4,0%

5,0%

6,0%

7,0%

8,0%

9,0%

0

500

1 000

1 500

2 000

2 500

3 000

3 500

Warsaw- Around

GornySlask

Poznan CentralPoland

Wroclaw Warsaw- City

Szczecin Tricity Cracow Others

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

Page 44: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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 6months - 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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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: Prezentacja programu PowerPoint€¦ · Key product lines as of 2019 H1 mBank Group in a snapshot General description Poland’s 4th largest universal banking group in terms of total

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

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| 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

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

purposes of EU Directive 2003/71/EC (as amended or re-enacted) (the “Prospectus Directive”), 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 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 11 July 2019, as supplemented on 5 September 2019 (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.

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| 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, fairness 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

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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,

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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

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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

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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

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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

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Contact details

| 50

mBank Hipoteczny S.A.al. 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]