SA Group Green Bond Framework (May 2026) (green bond framework)

May 2026

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Contents

1. mBank Group 3

2. mBank S.A. Group Green Bond Framework 9

3. Use of proceeds 11

4. Process for project evaluation and selection 15

5. Management of proceeds 18

6. Reporting 20

7. External review 22

Appendix 1. Exclusion Criteria 23

Appendix 2. Technical Eligibility Criteria 24

Notice:

This document has been prepared by mBank S.A. (the "Bank"). Any person or entity considering making any investment based upon information contained in this document should ensure that they are properly, independently and professionally advised.

This document was designed for use by specific persons familiar with the business and affairs of the Bank

and its subsidiaries and affiliates and should be considered only in connection with other information, oral or written, provided by the Bank (or any subsidiary or affiliate) herewith. These materials are not intended to provide the sole basis for evaluating and should not be considered as a recommendation with respect to any transaction or other matter. The information in this document does not purport to be comprehensive and has not been independently verified. The information contained in this document is provided as at the date of publication and might be subject to changes without notice. Such information and opinions are not guarantees or predictions of future performance and are subject to risks and uncertainties. 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. The distribution of this document may be restricted by law in some countries and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This document is an advertisement and not a prospectus and addressees should not subscribe for or purchase any securities referred to in this document except on the basis of information in any prospectus to be published by the Bank or other relevant document distributed by the Bank. This document does not constitute or form part of any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any notes or bonds of the Bank or any other securities, nor shall any part of it nor the fact of its distribution form

part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Bank. The information contained herein is for discussion purposes only and does not purport to contain all the information that may be required to evaluate the Bank or its respective financial position. Any offer, inducement or announcement to acquire notes or bonds of the Bank will be made solely by means of the relevant prospectus or other document required by relevant provisions of law and any decision

to keep, buy or sell notes or bonds of the Bank should be made solely on the basis of information contained in such prospectus or other document (as the case may be). This document does not constitute a recommendation regarding the notes or bonds of the Bank or any other securities. No reliance may be placed for any purposes whatsoever

on the information contained in this document or on its completeness.

No representation or warranty, express or implied, is given by or on behalf of the Bank, its subsidiaries or any of such persons' directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Bank, its subsidiaries or any

of such persons' members, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

Set up in 1986, mBank Group is Poland's fifth-largest universal banking group by total assets as at 31 December 2025. The Group serves around 5.9 million retail clients across Poland,

the Czech Republic and Slovakia, as well as 38,000 corporate clients, and employs 8,600 people.

mBank Group operates a diversified business model covering retail, SME, corporate

and investment banking, complemented by selected non banking services. mBank S.A., the Group's parent entity, has been listed on the Warsaw Stock Exchange since 1992, with Commerzbank AG as its strategic shareholder1.

As a financial institution, mBank Group recognizes its responsibility in supporting global and national transitions toward sustainable development and a climate-neutral economy.

This role includes financing activities that facilitate change and strengthen the financial resilience of both individual and corporate clients. By integrating sustainability into its strategy and operations, the Group aims to contribute to a more resilient economic and social environment.

Over the years, mBank Group has strengthened its commitments to sustainable development by adhering to key ESG regulations and participating in major voluntary initiatives that promote responsible banking and climate action. These external commitments support

the Group in aligning its strategic objectives with global sustainability goals and in enhancing its long-term impact. mBank Group is a signatory or participant of, among others:

• the UN Sustainable Development Goals (SDGs),

• the UN Environment Programme Finance Initiative - Principles for Responsible Banking

  (UNEP FI PRB),

• the UN Global Compact,

• the Science Based Targets initiative (SBTi),

• the Partnership for Carbon Accounting Financial (PCAF).

  1. Information on the current shareholder structure is available on mBank's website: https://www.mbank.pl/en/investor-relations/shares/shareholders.html

     
     
     

     From commitments to action

     Sustainable development is a key element of the mBank Group's business model and strategic direction, as defined in the "Full Speed Ahead!" Strategy. The Group aims to support clients

     in the transition to a climate neutral economy while strengthening long term financial

     resilience and pursuing responsible growth.

     To operationalise these ambitions, mBank Group implements an integrated approach in which

     sustainability is embedded across strategic pillars and business processes. This approach

     is further detailed in the mBank Group Transition Plan, which translates high-level objectives into concrete actions, sector specific pathways and measurable decarbonisation targets.

     Our sustainability targets for 2026-20302

     Climate action - developing a resilient business model supported by a credible transition plan

• Maintain the commitment to achieve net-zero emissions in Scope 1 and 2 by 2040, and net-zero emissions in Scope 3 by 2050.

• Reduce absolute Scope 1 and 2 GHG emissions by 42% by 2030 vs 2022.

• Reduce emissions intensity of key portfolio segments by 2030 versus 2022, in line with the Transition Plan:

  • 64% (kgCO₂e/m²) for commercial real estate,

  • 66% (kgCO₂e/MWh) for electricity generation,

  • 54% (kgCO₂e/m²) for residential real estate,

  • 47% (kgCO₂e/PLN) for leasing,

  • 10% (tCO₂e/mEUR, baseline 2024) for assets under management.

• Reduce the temperature rating of the corporate lending portfolio by 2029.

  The following product-related objectives represent a critical lever for achieving the climate commitments described above, and simultaneously contribute to strengthening the Group's overall financial performance.

  Economic momentum - financing change and unlocking economic potential

• Retail portfolio - double sales of energy efficient (EU Taxonomy-aligned) mortgage loans versus 2024,

• Corporate portfolio - allocate 15% of corporate loans engagement to sustainable, transition, and impact finance.

All activities and business processes of mBank Group are conducted in compliance

with the law as well as regulatory recommendations and requirements. The policies in place within the Group ensure that environmental, social and labour matters are managed in line with the highest standards. The relevant regulations also guarantee respect for human rights and uphold anti-corruption practices.

1. Full list of sustainability targets can be found in the Strategy of mBank Group for 2026-2030 (page 44), available on mBank's website: https://www.mbank. pl/pdf/msp-korporacje/relacje-inwestorskie/strategy-of-mbank-group-for-2026-2030-presentation.pdf

Since 2019, mBank has applied the Credit Policy for Industries Relevant to EU Climate Policy, which establishes exclusion criteria and enhanced risk requirements for activities inconsistent with the EU climate transition pathway. The Policy reflects mBank's alignment with the EU Taxonomy, the bank's Science Based Targets pathway, and its long-term objective to support the transition toward a low carbon economy.

Under this policy, the mBank Group applies strict exclusions to the most carbon intensive activities, including thermal coal extraction and coal fired power and heat generation, and does not finance activities related to shale gas or the development of nuclear power plants.

Financing of oil and gas extraction related capital expenditures is generally excluded, subject only to narrowly defined and highly restrictive exceptional conditions. Certain other fossil fuel related activities are not categorically excluded, but are classified as elevated risk and are subject to strengthened internal review and additional transition related requirements.

A detailed overview of the exclusion criteria and applicable restrictions is provided in Annex 1

to this Framework.

mBank's Sensitive Industries Policy sets out clear expectations for responsible business conduct across all client relationships and defines restrictions for sectors associated with significant social, ethical or environmental concerns. The Policy introduces enhanced due diligence requirements for activities that may pose heightened reputational or sustainability risks and is aligned with internationally recognised standards, including the UN Global Compact principles and the OECD Guidelines for Multinational Enterprises.

Under this policy, mBank refrains from entering into or continuing business relationships

with entities involved in severe human rights violations, including child or forced labour, as well as with entities responsible for serious environmental damage or the exploitation of protected or ecologically sensitive areas. Clients operating in sectors with heightened reputational exposure are subject to enhanced screening and ongoing monitoring, while relationships

with entities operating in jurisdictions subject to international sanctions or engaging in aggressive or harmful tax practices are excluded.

Through this Policy, mBank ensures that its client engagement practices remain consistent with widely recognised sustainability norms and complement the Group level policies supporting environmentally sustainable and transition aligned financing.

Further details on mBank's sustainability standards and ESG policies can be accessed on the bank's website: https://www.mbank.pl/en/about-us/ corporate-social-responsibility/our-standards/