26.04.2016

Registration of amendments to the By-laws of mBank S.A.

Current Report 

Drafted on:

26.04.2016

Current report No

33/2016

Abbreviated issuer’s name

mBank

Contents: 
The Management Board of mBank S.A. ("Bank"), announces that on 26 April 2016 the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, registered amendments to the Bank’s By-laws of arising from Article 1 items 3 - 6 of Resolution No. 25 adopted by the 28th Annual General Meeting of mBank S.A. held on 30 March 2015 and Article 1 item 1 of Resolution No. 25 adopted by the 29th Annual General Meeting of mBank S.A. held on 24 March 2016.

Please find below detailed information about the amendments made as a result of the registration of amendments to the Bank's By-laws:

Article 6 section 2 has been amended by addition of item 16 in the following wording:
“16) providing services of reporting to trade repositories and rendering services related to direct or indirect clearing of financial instruments by central counterparties (CCP) within the meaning of Regulation (EU) No. 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories.”

In Article 22 section 1, l) has been added in the following wording:

“l) issuing opinions concerning transactions concluded with affiliated entities, if the planned total value of a single transaction exceeds 20% of the Bank's own funds as defined in Article 33, as at December 31 of the previous year. The opinion of the Supervisory Board shall not be required in the case of transactions in derivative instruments in which risk is limited by established collateral; however, the Supervisory Board will be informed of such transactions.”

Article 22 section 3 item 2 (d) has been amended as follows:

“d) approving changes in the position of the head of Internal Audit Department and the head of Compliance Department proposed by the Management Board.”

Article 29 section 2 has been amended as follows:

“2. Powers of attorney shall be granted by two members of the Management Board acting jointly or by one member of the Management Board acting jointly with a holder of commercial power of attorney or two holders of commercial power of attorney acting jointly.”

Article 34 has been amended as follows:

"Article 34
The share capital amounts to PLN 168,840,628 (one hundred sixty-eight million eight hundred forty thousand six hundred twenty-eight zloty) and is divided into 42,210,157 (forty-two million two hundred ten thousand one hundred fifty-seven) registered and bearer shares with a nominal value of PLN 4 (four) per share.”

SIGNATURE OF THE PERSONS REPRESENTING THE COMPANY

Deputy Director of the Compliance Department

Maciej Mołdawa 26.04.2016