Company Announcements

COMMERZBANK AG - Pre-stabilisation mBank SA € 500mn green snp due 2027

Pre-Stabilisation notice

15thSeptember 2021

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

mBank S.A.

€ 500,000,000 Green 6NC5 senior, non-preferred Notes due 2027

Pre-Stabilisation Notice

Commerzbank AG (contact: Daniela Olt-Farrelly; telephone: +49 69 13620) hereby announces, as Stabilisation Coordinator, that the Stabilising Managers named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 under the Market Abuse Regulation (EU Regulation 596/2014).


The security to be stabilised:

Issuer:                                mBank S.A.

Guarantor (if any):                    none

Aggregate nominal amount:              € 500,000,000

Description:                           senior, non-preferred green Notes, rated
                                       BBB-/BBB-, S&P/ Fitch due 21 September
                                       2027

Offer price:                           tbc

Other offer terms:                     denoms 100k/100k, under the issuer’s
                                       EMTN programme, early redemption option
                                       of the issuer, reset margin over
                                       3MEuribor

Stabilisation:

Stabilisation Coordinator:             Commerzbank
Stabilising Managers:                  Erste Group Bank
                                       UBS Europe
                                       UniCredit Bank

Stabilisation period expected to start 15th September 2021
on:

Stabilisation period expected to end   no later than 30 days after the proposed
on:                                    issue date of the securities

Existence, maximum size and conditions The Stabilising Managers may over-allot
of use of over-allotment facility.     the securities to the extent permitted
                                       in accordance with applicable law.

Stabilisation trading venue:           Luxembourg



In connection with the offer of the above securities, the Stabilising Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States or any other jurisdiction in which such distribution would be unlawful.

END