mBank’s share capital amounts to PLN 169,401,468 and is divided into 42,350,367 shares with a nominal value of PLN 4 each, including 42,338,367 ordinary bearer shares and 12,000 ordinary registered shares. Each share carries the right to one vote during the Annual General Meeting of the bank.
In 2019, 13,385 ordinary bearer shares were admitted to trading and mBank’s registered share capital grew by PLN 53,540.
Commerzbank AG is our majority shareholder.
As at December 31, 2019, Commerzbank held directly 29,352,897 shares of mBank, which accounted for 69.31% of the share capital and votes at the General Meeting.
Shares accounting for 30.69% of mBank shares were in free float. These shares are held by institutional investors, in particular Polish pension funds and Polish and foreign investment funds, as well as individual investors. Nationale-Nederlanden Otwarty Fundusz Emerytalny holds the largest stake.
In accordance with the lists of shares of WSE-listed companies held in funds’ portfolios as at the end of 2019, published by open-end pension funds, Nationale-Nederlanden Otwarty Fundusz Emerytalny held 4.7% of mBank shares. Furthermore, AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK held 4.1% of mBank shares, and Otwarty Fundusz Emerytalny PZU – 4.0%.
| Shareholder | Number of shares as at the end of 2019 |
% share in the number of shares and votes |
|
|---|---|---|---|
| 1. | Commerzbank AG | 29,352,897 | 69.31% |
Pursuant to the By-laws of mBank, each share gives the right to one vote at the General Meeting. There are no preferred shares. The control rights of Commerzbank AG as the parent entity of mBank are a result of the number of shares held, their percentage share in the equity, and the number of votes at the General Meeting of mBank.
The By-laws of mBank do not impose any limitations on the exercise of the voting right. There are no provisions which would separate the equity rights attached to securities from the holding of securities. Furthermore, there are no limitations on the transfer of the property right to securities issued by the bank.
Information on the majority shareholder
Our majority shareholder, Commerzbank AG, is a leading German bank with a history dating back to 1870. It provides services to individuals and corporate customers.
Commerzbank holds branches and offices in almost 50 countries. With approximately 800 branches going forward, Commerzbank has one of the densest branch networks in Germany. Commerzbank serves more than 11 million private and small business customers nationwide and over 70,000 corporate clients, multinationals, financial service providers, and institutional clients worldwide. Commerzbank transacts approximately 30% of Germany’s foreign trade and is the market leader in German corporate banking. The bank offers its sector expertise to its corporate clients in Germany and abroad and is a leading provider of capital market products.
Commerzbank Group is composed of two business segments: Private and Small Business Customers (Privat- und Unternehmerkunden) and Corporate Clients (Firmenkunden). In 2019, Commerzbank generated gross revenues of EUR 8.6 billion, while the headcount amounted to approximately 48,500.
The Commerzbank 5.0 Strategy adopted by the Board of Managing Directors and Supervisory Board of Commerzbank in September 2019 provides for the disposal of its majority stake in mBank.
Principles of appointing and dismissing Management Board Members
Pursuant to the By-laws of mBank, the Management Board is composed of at least three Members appointed for a joint term of five years.
At least half of the Members of the Management Board, including the President of the Management Board, must hold Polish citizenship, be habitually resident in Poland, speak Polish, and have experience on the Polish market which can be used while managing the bank.
The President of the Management Board, the Vice-Presidents of the Management Board and other Members of the Management Board are appointed and dismissed by the Supervisory Board, which acts pursuant to the provisions of the Banking Law and considers whether they have the relevant qualifications for the assigned functions. The Polish Financial Supervision Authority (PFSA) approves two Members of the Management Board of the bank: the President of the Management Board and the Chief Risk Officer (Board Member responsible for developing and implementing the bank’s credit policy and risk management).
In accordance with the Code of Commercial Partnerships and Companies, a Member of the Management Board may also be dismissed or suspended by the General Meeting.
The mandate of a Member of the Management Board expires at the latest on the day of the General Meeting that approves the financial statements for the last full financial year of the term of that Management Board Member. The mandate of a Member of the Management Board also expires if the Member dies, resigns from his or her position, or is dismissed. The mandate of a Member of the Management Board appointed before the end of the term expires on the expiration date of mandates of the other Members of the Management Board.
Principles of amendments to the Company’s By-Laws
Amendments to the By-Laws of mBank require adoption of a resolution by the General Meeting of mBank and registration of the adopted amendment in the National Court Register. Before the General Meeting of mBank is presented with a draft resolution concerning amendment to the By-Laws, the Management Board of mBank adopts a resolution on the proposed amendment by approving the draft resolution of the General Meeting. The draft is then presented to the Supervisory Board for approval.
Under Article 34 (2) of the Banking Law Act of 29 August 1997, an amendment to the bank’s By-laws requires the authorisation of the Polish Financial Supervision Authority.
Amendments to mBank’s By-laws in 2019
The 32nd Annual General Meeting of mBank amended mBank’s By-laws. The amendments were then registered by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register.
The amendments made to mBank’s By-laws in 2019 were as follows:
- the Supervisory Board was assigned the following new responsibilities:
– exercising supervision over the implementation and operation of an adequate and effective risk management system and internal control system in the bank, and
– approving changes in the position of the head of the Internal Audit Department and the head of the Compliance Department;
- we specified the responsibilities of the Executive and Nomination Committee, including the following new responsibilities:
– defining the scope of duties for candidates for the Management Board and the Supervisory Board of the bank and requirements with regard to knowledge and skills, as well as assessing the expected time commitment necessary to perform the functions,
– performing periodic assessment of the structure, size, composition and effectiveness of the Management Board and its activities and recommending changes in this regard to the Supervisory Board, as well as performing periodic assessment of the knowledge, skills and experience of the Management Board as a whole and its individual members and informing the Management Board about the results of the assessment;
- we made changes to the wording of the task of the Audit Committee consisting in the monitoring of the financial reporting process, effectiveness of the internal control systems and risk management;
- we made changes to two provisions pertaining to the internal control system; and
- we updated the amount of mBank’s share capital.