SLIDE 1
mBank Group
A Leading Bank in one of the EU’s Strongest Economies
March 2019 Debt Investor Presentation
|2
Disclaimer (1/2)
This presentation has been prepared by mBank S.A. (the "Bank"). Any person or entity considering making any investment based upon information contained in this presentation should ensure that they are properly, independently and professionally advised. These materials were designed for use by specific persons familiar with the business and affairs of the Bank and its subsidiaries and affiliates and should be considered only in connection with other information, oral or written, provided by the Bank (or any subsidiary or affiliate) herewith. This presentation is not intended to provide the sole basis for evaluating, and should not be considered as a recommendation with respect to, any transaction or other matter. The information in this presentation, which does not purport to be comprehensive, has been provided by the Bank and has not been independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Bank or any of the Bank's subsidiaries or affiliates or by any of their respective officers, employees or agents in relation to the accuracy or completeness of these materials or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. By attending the presentation or by accepting this document you represent, warrant and undertake that (i) you have read and agree to comply with the contents of this disclaimer notice; (ii) you will treat and safeguard as strictly private and confidential this document and its contents and any comments made during the presentation and agree not to reproduce, redistribute or pass on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. Neither this presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any U.S. person (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). The Bank's securities have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States. Neither this presentation nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those
- jurisdictions. Any failure to comply with these restrictions may constitute a violation of Australian, Canadian or Japanese securities law. The distribution of this presentation in other
jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan and, subject to certain exceptions, may not be
- ffered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan.
This presentation is only being distributed to, and is only directed at, (1) persons who are outside the United Kingdom or (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities of the Bank will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. This presentation may not be communicated to or distributed in the Republic of Italy and no securities may be offered, sold or delivered nor any copy of any other document relating to the securities may be distributed in the Republic of Italy, in accordance with the Italian applicable laws and regulations, including in a way that would constitute an offer to the public as defined in Article 1, paragraph 1, letter (d) of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) or to qualified investors (investitori qualificati), as referred to in Article 100 of the Financial Services Act and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time. This presentation may not be communicated to or distributed to any retail investor in the European Economic Area. The expression "retail investor "means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). This presentation may not be communicated to or distributed to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. According to Polish tax law, in order to comply with the obligation to act with due care, as referred to in Article 41 section 25 of the Polish Personal Income Tax Act of 26 July 1991, as amended (“PIT Act”) and Article 26 section 1ab of the Polish Corporate Income Tax Act of 15 February 1992, as amended (“CIT Act”), the Issuer informs the Noteholders being the Affiliated Entities (as defined below) that the exemption from income tax pursuant to Article 21 section 1 point 130c) of the PIT Act and Article 17 section 1 point 50c) of the CIT Act applies to income from interest, whereby the note generating the income: a) has a maturity of not less than one year, b) has been admitted to trading on a regulated market or introduced to an alternative trading system within the meaning of the Act on Trading in Financial Instruments, in the Republic of Poland or in a state that is a party to a double taxation treaty concluded with the Republic of Poland, the provisions of which set out the principles of taxing income from dividends, interest and royalties, and