Current Report 

Drafted on:

30.03.2017

Current report No

20/2017

Abbreviated issuer’s name

mBank

Contents: 

The Management Board of mBank S.A. announces the content of the resolutions adopted by the Annual General Meeting of mBank S.A. on 30 March 2017:

Resolution No. 1

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on approval of the Management Board Report on the Business of mBank S.A. and the Financial Statements of mBank S.A. for 2016

Pursuant to Article 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The Management Board Report on the Business of mBank S.A. and the Financial Statements of mBank S.A. for 2016 reviewed by a statutory auditor comprising of:

1. income statement for the financial year from 1 January to 31 December 2016 showing a net profit of PLN 1,219,339 thousand,
2. statement of comprehensive income for the financial year from 1 January to 31 December 2016 showing a total comprehensive income of PLN 772,214 thousand,
3. statement of financial position as at 31 December 2016 showing total assets and total liabilities & equity of PLN 128,215,265 thousand,
4. statement of changes in equity for the financial year from 1 January to 31 December 2016 showing an increase of equity by PLN 781,456 thousand,
5. statement of cash flows for the financial year from 1 January to 31 December 2016 showing a net increase in cash and cash equivalents by PLN 8,107,630 thousand,
6. explanatory notes to the financial statements, are approved.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,849,319

votes “against”: 0

abstentions: 15,143.

Resolution No. 2

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on division of the 2016 net profit

Pursuant to Article 11 letter b) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The net profit earned by mBank S.A. in 2016, amounting to PLN 1,219,339,249.57 shall be allocated: in the amount of PLN 20,000,000.00 – to the general risk fund of mBank S.A. The remaining part of profit in the amount of PLN 1,199,339,249.57 is left undivided.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,864,462

votes “against”: 0

abstentions: 0.

Resolution No. 3

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on the distribution of the undistributed retained profit from previous years

Pursuant to Article 11 letter b) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The undivided profits from previous years, amounting to PLN 2,761,505,904.92, shall be allocated to the supplementary capital of mBank S.A.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,864,462

votes “against”: 0

abstentions: 0.

Resolution No. 4

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Cezary Stypułkowski, President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 5

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mrs. Lidia Jabłonowska-Luba, Vice-President of the Management Board of the Bank, is given the vote of discharge of her duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 6

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Przemysław Gdański, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 7

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Hans Dieter Kemler, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 8

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Jarosław Mastalerz, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 9

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Cezary Kocik, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 10

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Jörg Hessenmüller, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the period between 1 January 2016 and 30 June 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 11

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Christoph Heins, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the period between 1 July 2016 and 31 December 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 12

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on approval of election to the Supervisory Board, on the basis of Article 19 section 3 of the By-laws of mBank S.A.

Pursuant to Article 19 section 3 of the By-laws of mBank S.A., it is resolved as follows:

Article 1

1. In relation to resignation of Mr. Martin Blessing from the post of a Member of the Supervisory Board as of 30 April 2016, the General Meeting of mBank S.A. approves the election of 24 March 2016 of Mr. Ralph Michael Mandel for the post of a Member of the Supervisory Board for the period starting from 1 May 2016.
2. The General Meeting considers that Mr. Ralph Michael Mandel possesses knowledge, skills and experience adequate for the proper discharge of the duties entrusted with Members of the Supervisory Board and guarantees the proper discharge of these duties.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 34,971,864

votes “against”: 1,892,598

abstentions: 0.

Resolution No. 13

of the 30th Annual General Meeting of mBank S.A. dated 30 March 2017

on approval of election to the Supervisory Board, on the basis of Article 19 section 3 of the By-laws of mBank S.A.

Pursuant to Article 19 section 3 of the By-laws of mBank S.A., it is resolved as follows:

Article 1

1. In relation to resignation of Mr. Martin Zielke from the post of a Member of the Supervisory Board as of 15 December 2016, the General Meeting of mBank S.A. approves the election of 15 December 2016 of Mr. Jörg Hessenmüller for the post of a Member of the Supervisory Board for the period starting from 16 December 2016.
2. The General Meeting considers that Mr. Jörg Hessenmüller possesses knowledge, skills and experience adequate for the proper discharge of the duties entrusted with Members of the Supervisory Board and guarantees the proper discharge of these duties.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 34,971,864

votes “against”: 1,892,598

abstentions: 0.

Resolution No. 14

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Maciej Leśny, Chairman of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 15

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Andre Carls, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 16

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Thorsten Kanzler, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 17

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Martin Blessing, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the period between 1 January 2016 and 30 April 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 18

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Wiesław Thor, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 19

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017 on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mrs. Teresa Mokrysz, Member of the Supervisory Board of the Bank, is given the vote of discharge of her duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 20

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Waldemar Stawski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,859,221

votes “against”: 5,241

abstentions: 0.

Resolution No. 21

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Marek Wierzbowski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,859,221

votes “against”: 5,241

abstentions: 0.

Resolution No. 22

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Stephan Engels, Member of the Supervisory Board (Deputy Chairman of the Supervisory Board from 16 December 2016), is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 23

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Martin Zielke, Deputy Chairman of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the period between 1 January 2016 and 15 December 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 24

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mrs. Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board, is given the vote of discharge of her duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,859,221

votes “against”: 5,241

abstentions: 0.

Resolution No. 25

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Marcus Chromik, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 26

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Ralph Michael Mandel, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the period between 1 May 2016 and 31 December 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 27

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mBank S.A

Pursuant to Article 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

Mr. Jörg Hessenmüller, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the period between 16 December 2016 and 31 December 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,857,548

votes “against”: 6,914

abstentions: 0.

Resolution No. 28

of the 30th Annual General Meeting of mBank S.A. dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mrs. Małgorzata Anczewska, President of the Management Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of her duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 29

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board - a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Paweł Bogusz, Vice-President of the Management Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 30

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Cezary Kocik, Chairman of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 31

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Dariusz Solski, Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 32

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Paweł Przybyłek, Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 33

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mrs. Monika Powroźnik, Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of her duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 34

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Łukasz Witkowski, Member of the Supervisory Board of mWealth Management S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 35

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Jarosław Kowalczuk, President of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 36

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Adam Jaroszewicz, Vice-President of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 37

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Karol Bach, Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 38

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Michał Marczak, Member of the Management Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 39

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Cezary Stypułkowski, Chairman of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A., is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 40

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Hans Dieter Kemler, Deputy Chairman of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 41

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Paweł Przybyłek, Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 42

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Włodzimierz Waluś, Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 43

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on vote of discharge of duties for a Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A.

Pursuant to Article 393 point 1, Article 395 § 2 point 3 and Article 529 § 1 point 1 of the Polish Code of Commercial Partnerships and Companies, it is resolved as follows:

Article 1

Mr. Paweł Graniewski, Member of the Supervisory Board of Dom Maklerski mBanku S.A. – a company partially taken over by mBank S.A, is given the vote of discharge of his duties for the period between 1 January 2016 and 20 May 2016.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,842,405

votes “against”: 6,914

abstentions: 15,143.

Resolution No. 44

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on approval of the Management Board Report on Performance of mBank Group and the consolidated financial statements of mBank Group for 2016

Pursuant to Article 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The consolidated financial statements of mBank Group for 2016 reviewed by a statutory auditor comprising of:

1. consolidated income statement for the financial year from 1 January to 31 December 2016 showing a net profit of PLN 1,222,224 thousand,
2. consolidated statement of comprehensive income for the financial year from 1 January to 31 December 2016 showing a total comprehensive income of PLN 775,099 thousand,
3. consolidated statement of financial position as at 31 December 2016 showing total assets and total liabilities & equity of PLN 133,743,502 thousand,
4. statement of changes in equity for the financial year from 1 January to 31 December 2016 showing an increase of capital by PLN 776,197 thousand,
5. consolidated statement of cash flows for the financial year from 1 January to 31 December 2016 showing a net increase in cash by PLN 8,356,044 thousand,
6. Explanatory notes to the consolidated financial statements,

and the Management Board Report on Performance of mBank S.A. Group for the period from 1 January 2016 to 31 December 2016, are approved.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462 including:

votes “for”: 36,849,319

votes “against”: 0

abstentions: 15,143.

Resolution No. 45

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

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

Pursuant to Article 11 letter e) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The following amendments are made to the By-laws of the Bank:

1. Section 2 point 15) is amended in article 6, and it reads as follows:

 “15) providing trust services and issuing electronic identification means within the meaning of trust services regulations,”

2. Points 17) and 18) are deleted from Article 6 section 2.
3. In Article 6 section 2, point 17) is added and it reads as follows:

“17) providing other financial services, in particular services of accepting information regarding monetary receivables and enabling other banks to access this information in order to transmit it to debtors.”

4. Article 61 is added and it reads as follows:

“Apart from its objects and scope of activities, the Bank is additionally entitled to:

1) perform the function of point confirming trusted profiles (ePUAP) within the meaning of art. 20c of the Act of 17 February 2005 on implementation of IT solutions in activities of entities rendering public services,

2) perform activities specified in art. 13.5.3 and 13.5.10 of the Act of 11 February 2016 on state’s help in raising children.”

5. Article 22, section 3 point 1) is amended and it reads as follows:

“1) the Executive and Nomination Committee, whose tasks include, among others, the following:

1. exercising regular supervision over the operations of the Bank between meetings of the Supervisory Board;
2. authorizing the Management Board to acquire, encumber, and sell real estate, a perpetual usufruct or part of real estate and stock and participatory shares in companies as well as other fixed assets, if the value of the said transactions exceeds 1% of the Bank's equity as defined in Article 33, calculated as at December 31 of the preceding year. Such authorisation is not required if this acquisition results from execution and bankruptcy proceedings, including bankruptcy proceedings with a possibility to make an arrangement or other settlements with the Bank's debtors, or in the case of sale of assets so acquired. In the case of acquisition of real property, perpetual usufruct or interests in real estate, shares or equity interests in companies resulting from the above-mentioned proceedings or agreements with the Bank’s debtors, or in the case of sale of assets so acquired, the Management Board is obliged to inform the Executive Committee and Nomination Committee of any such activity;
3. performing the initial recruitment process of candidates for Members of the Management Board and the Supervisory Board of the Bank.”
4. Article 29 section 3 is amended and it reads as follows:

“3. Commercial power of attorney may be revoked by each Member of the Management Board acting individually.”

7. Article 33 is amended and it reads as follows:

"1. The Bank's own funds include:

1. share capital,
2. supplementary capital,
3. reserve capital,
4. general risk fund,
5. retained profit from previous years,
6. net profit for the current reporting period, calculated according to the applicable accounting principles,
7. other items of own capital.
8. The Bank shall create specific funds, including a Company Social Benefits Fund.”
9. Article 34 is amended and it reads as follows:

“The share capital amounts to PLN 169,120,508 (one hundred sixty nine million one hundred twenty thousand five hundred and eight) and is divided into 42,280,127 (forty two million two hundred eighty thousand one hundred and twenty seven) registered and bearer shares with a nominal value of PLN 4 (four) per share.”

9. Article 36 is amended and it reads as follows:

“Supplementary capital is built from the net profit generated in the financial year and from the surplus gained in the issue of shares above the nominal value that remains when the cost of the issue is covered; its purpose is to cover balance-sheet losses which may arise in connection with the Bank's operations. In the supplementary capital, the Bank also reflects settlements from incentive programs based on shares of the Bank according to the applicable accounting principles.”

10. Article 37 is amended and it reads as follows:

“Reserve capital is built from a part of the annual net profit, separate from the supplementary capital, with the purpose of covering specific losses and expenses of the Bank or for other purposes. In the reserve capital, the Bank also includes the valuation of incentive programs based on shares of the Bank according to the applicable accounting principles.”

11. Article 39 is amended and it reads as follows:

“Other components of the Bank’s equity are generated in line with applicable accounting rules.”

12. Article 40 is amended and it reads as follows:

“The general risk fund is formed from amounts written off from the annual profit for unidentified risks in banking operation.”

Article 2

The Supervisory Board of the Bank is hereby authorised to determine the consolidated text of the amended By-laws of the Bank.

Article 3

The Resolution comes into effect on the day of its adoption, with effect as of its registration by the registry court.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 36,445,462

votes “against”: 0

abstentions: 419,000.

Resolution No. 46

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on the stance of shareholders of mBank S.A. concerning appraisal of functioning of remuneration policy regarding Members of the Management Board and persons holding key positions at mBank S.A.

Pursuant to Article 28(4) of the Corporate Governance Principles for Supervised Institutions adopted in Resolution No. 218/2014 of the Polish Financial Supervision Authority of 22 July 2014, it is resolved as follows:

Article 1

Taking into account the assessment of functioning of the remuneration policy at mBank S.A. in 2016 presented by the Supervisory Board of mBank S.A., the General Meeting of mBank S.A. considers the remuneration policy regarding Members of the Management Board and persons holding key positions at mBank S.A. as favourable to the development and security of the operations of the Bank.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 34,893,125

votes “against”: 62,327

abstentions: 1,909,010.

Resolution No. 47

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on the appointment of a statutory auditor to audit financial statements of mBank S.A. and consolidated financial statements of mBank S.A. Group for 2017

Pursuant to Article 11 letter n_ of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The Annual General Meeting of mBank S.A. hereby selects PricewaterhouseCoopers Sp. z o. o. as the statutory auditor to review the mBank S.A. financial statements and consolidated financial statements of mBank S.A. Group for the year 2017.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 33,999,899

votes “against”: 1,196,235

abstentions: 1,668,328.

Resolution No. 48

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on specifying the number of Members of the Supervisory Board of mBank S.A.

Pursuant to Article 17 section 4 of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The Supervisory Board of mBank S.A. shall be composed of 12 persons.

Article 2

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 34,553,528

votes “against”: 1,198,401

abstentions: 1,112,533.

Resolution No. 49

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on election of Members of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter d) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The Supervisory Board composed of 12 persons is hereby appointed for the joint term of office of three years, consisting of:

1. Tomasz Bieske
2. Andre Carls
3. Marcus Chromik
4. Stephan Engels
5. Janusz Fiszer
6. Mirosław Godlewski
7. Jörg Hessenmüller
8. Thorsten Kanzler
9. Maciej Leśny
10. Ralph Michael Mandel
11. Teresa Mokrysz
12. Agnieszka Słomka-Gołębiowska

Article 2

The Annual General Meeting of mBank S.A. considers that the persons appointed to the Supervisory Board of mBank S.A. possess knowledge, skills and experience adequate for the proper discharge of the duties entrusted with Members of the Supervisory Board of mBank S.A. and guarantee the proper discharge of these duties.

Article 3

This Resolution comes into effect on the day of its adoption.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 35,244,471

votes “against”: 1,200,241

abstentions: 419,750.

Prior to adoption of Resolution no. 49 of the 30th Annual General Meeting of mBank S.A. dated 30 March 2017 on election of Members of the Supervisory Board of the Bank for the new joint term of office, the following was subject to voting:

1) the list of candidates meeting independence criteria: Agnieszka Słomka-Gołębiowska, Janusz Fiszer, Mirosław Godlewski, Tomasz Bieske.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 35,244,471

votes “against”: 1,200,241

abstentions: 419,750.

2) and the list of candidates not meeting the independence criteria: Andre Carls, Marcus Chromik, Stephan Engels, Jörg Hessenmüller, Thorsten Kanzler, Maciej Leśny, Ralph Michael Mandel, Teresa Mokrysz.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 35,244,471

votes “against”: 1,200,241

abstentions: 419,750.

Resolution No. 50

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on remuneration of Members of the Supervisory Board of mBank S.A.

Pursuant to Article 11 letter j) of the By-laws of mBank S.A., it is resolved as follows:

Article 1

The monthly remuneration of Members of the Supervisory Board of the Bank is fixed in the following amounts:

• Chairman of the Supervisory Board - PLN 17,000
• Deputy Chairman of the Supervisory Board - PLN 14,500
• Member of the Supervisory Board - PLN 12,000

Article 2

1. For participation in the Standing Committees appointed by the Supervisory Board, the following monthly remuneration is fixed for Members of the Supervisory Board:

1) for participation in one Standing Committee: 50% of the remuneration received by the given Member pursuant to Article 1;

2) for participation in another Standing Committee: 25% of the remuneration received by the given Member pursuant to Article 1.

2. No additional remuneration shall be due to a Member of the Supervisory Board for participation in three or more Standing Committees of the Supervisory Board.
3. Notwithstanding provisions of Article 1 and Article 2 (1) and (2), the Member of the Supervisory Board holding the post of the Chairman of the Audit Committee of the Supervisory Board of the Bank shall be entitled to additional remuneration in the amount equal to 80% of the remuneration received by the given Member pursuant to Article 1 and Article 2(1).1.

Article 3

Resolution No. 26 of the 25th Annual General Meeting dated 30 March 2012 on the rules of remuneration of Members of the Supervisory Board of the Bank becomes null and void.

Article 4

The Resolution comes into effect on 1 April 2017.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 32,162,927

votes “against”: 2,374,274

abstentions: 2,327,261.

Resolution No. 51

of the 30th Annual General Meeting of mBank S.A.

dated 30 March 2017

on amendments to the By-laws of mBank S.A. and authorisation of the Management Board of mBank S.A. to increase the share capital of mBank S.A. within the limits of the authorised share capital with the option for the Management Board to exclude the pre-emptive right of the existing shareholders of mBank S.A. in whole or in part upon approval by the Supervisory Board of mBank S.A.

Pursuant to Articles 430§1, 444, 445 and 447 of the Polish Code of Commercial Partnerships and Companies and Article 11 letter e_ of the By-laws of mBank S.A, it is resolved as follows:

Article 1

The Bank’s By-laws are amended by adding, after Article 35, Article 35a in the following wording:

“Article 35a

1. The Management Board shall be authorised to increase the share capital of the Bank by an amount not higher than PLN 60,000,000 (in words: sixty million) by way of a one-off or repeated share capital increase within the limits indicated above by way of the issue of bearer shares (hereinafter the “authorised capital”).
2. The authorisation referred to in (1) shall expire after three years from the date on which the amendments to the By-laws of the Bank providing for the authorised capital are entered into the register of entrepreneurs of the National Court Register.
3. The Management Board of the Bank shall be authorised to increase the share capital within the limits of the authorised capital provided the Supervisory Board gives its consent to such capital increase and an appropriate resolution in the form of a notarial deed is adopted by the Management Board.
4. The Management Board of the Bank shall be authorised to set detailed conditions and ways of conducting the subscription for shares issued in connection with the share capital increase within the limits of the authorised capital and if a decision to issue shares within a closed or an open subscription is taken, in particular to:

- set the time of opening and closing the share subscription,

- set the conditions and ways of subscribing for shares,

- allocate shares, including allocation of shares not taken up upon exercising the pre-emptive right.

5. Resolutions of the Management Board on fixing the issue price of shares issued within the limits of the authorised capital shall require consent of the Supervisory Board of the Bank.
6. The Management Board of the Bank is authorised upon the consent of the Supervisory Board of the Bank to divest a shareholder of the pre-emptive right (in whole or in part) as regards shares issued within the share capital increase within the limits of the authorised capital.
7. In the case when the Management Board of the Bank, upon the consent of the Supervisory Board, divests shareholders of the pre-emptive right (in whole or in part) with respect to the shares issued within the share capital increase within the limits of the authorised capital, the Management Board of the Bank shall offer the issued shares in a private placement within the meaning of Article 431 § (2)(1) of the Polish Code of Commercial Partnerships and Companies to the eligible Investors (the “Eligible Investors Enjoying the Pre-emptive Right”) who were the Bank’s shareholders eligible to participate in the last General Meeting before the Management Board adopted the resolution regarding divesting shareholders of the pre-emptive right (in whole or in part) with respect to the shares issued within the share capital increase within the limits of the authorised capital (the “Pre-emptive Right Date”). The Eligible Investors Enjoying the Pre-emptive Right shall have the pre-emptive right to take up shares issued within the share capital increase within the limits of the authorised capital in a number which shall be the product of: (a) the ratio of the number of the Bank’s shares held by such Eligible Investor Enjoying the Pre-emptive Right as at the Pre-emptive Right Date to the number of all outstanding shares of the Bank as at the Pre-emptive Right Date, and (b) the final number of offered shares issued within the share capital increase within the limits of the authorised capital set by the Management Board of the Bank, provided that if the number of shares so determined is not an integer, it shall be rounded down to the nearest integer (the “Pre-emptive Right to Subscribe for Shares”). To exercise the Pre-emptive Right to Subscribe for Shares, an Eligible Investor Enjoying the Pre-emptive Right must meet the following additional conditions (the “Qualifying Criteria for an Eligible Investor Enjoying the Pre-emptive Right”): (a) the submission, during the book-building process, of a document confirming that such investor was the Bank’s shareholder as at the Pre-emptive Right Date and held at least 0.1% of total voting rights in the Bank’s share capital, where the investor’s entry in the list of entities entitled to participate in the last General Meeting shall be a sufficient proof that the investor was the Bank’s shareholder as at the Pre-emptive Right Date; (b) the submission by such investor, during the book-building process, of a declaration of interest in acquiring shares at a price not lower than the final issue price set by the Management Board of the Bank; and (c) the conclusion with the Bank of an agreement to subscribe for the shares offered to such investor at the issue price set by the Management Board of the Bank. The above shall not limit the Management Board of the Bank’s right to offer, at its own discretion, any remaining shares issued within the share capital increase within the limits of the authorised capital that have not been subscribed for in the exercise of the pre-emptive right, also to selected Eligible Investors, at a price not lower than the price paid by the Eligible Investors Enjoying the Pre-emptive Right.
8. When increasing the share capital within the limits of the authorised capital, the Management Board of the Bank issues shares only in exchange of contributions.
9. The Management Board of the Bank may not issue preference shares to the shareholders acquiring shares due to the share capital increase within the limits of the authorised capital, and may not provide them with any personal privileges.
10. Unless provisions of law or this paragraph state otherwise, the Management Board is authorised to decide on all matters connected with the share capital increase within the limits of the authorised capital, and in particular to:

1) conclude standby commitment underwriting agreements, firm commitment underwriting agreements or other agreements securing the success of the share issue,

2) take all necessary actual and legal steps to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange), including submitting all necessary applications, documents or notifications to the Polish Financial Supervision Authority and to perform appropriate acts, submit all necessary applications, documents or notifications in order to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange),

3) adopt resolutions and take all other necessary actual and legal steps as regards dematerialisation of shares and to conclude agreements for registration and dematerialisation of shares with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland).”

Article 2

1. Adopting the proposed resolution on the amendments to the By-laws of the Bank and authorisation of the Management Board to increase the share capital within the limits of the authorised capital aims at making it possible for the Bank to obtain quick and flexible funding if a need for it arises. Introducing a flexible mechanism that allows increasing the Bank’s share capital is particularly justified when the regulatory requirements and recommendations on capital requirements for banks issued by supervisory authorities change quickly. What is important, the Bank’s Management Board will be able to adapt the size and time of the issue to market conditions and current capital needs of the Bank by using the authorisation to increase the share capital within the limits of the authorised capital.
2. The authorisation to increase the share capital granted to the Management Board of the Bank will make it possible for the Management Board:

1) to shorten and simplify the process of obtaining funds as part of capital increase as it will not be necessary to convene and hold the General Meeting in order to increase the share capital,

2) to reduce costs of the share capital increase,

3) to offer the new issue shares at the most convenient time compared with the procedure for an ordinary increase of share capital, and

4) to mitigate the risk of unfavourable changes in the economic situation on the capital market as a result of shortening the capital increase process.

Article 3

The General Meeting of the Shareholders of the Bank, after considering the justification of the introduction of the authorised capital presented in Article 2 as well as the opinion of the Management Board of the Bank (accepted by the Supervisory Board of the Bank) as regards the grounds for the increase of the share capital within the limits of the authorised capital, ways of fixing the issue price as well as possibility of divesting a shareholder of the pre-emptive right in whole or in part, appended as appendix no. 2 to the resolution, hereby agrees with the standpoint of the Management Board and accepts it as justification of this resolution as required by the provisions of the Polish Code of Commercial Partnerships and Companies.

Article 4

On the basis of Article 430 § 5 of Polish Code of Commercial Partnerships and Companies, the Supervisory Board of the Bank is hereby authorised to determine the consolidated text of the amended By-laws of the Bank.

Article 5

The Resolution comes into effect on the day of its adoption, with effect as of the date of registration of the amendments to the By-laws of the Bank into the register of entrepreneurs of the National Court Register, according to Article 430 § 1 of the Polish Code of Commercial Partnerships and Companies.

Opinion of the Management Board of mBank S.A on the grounds for share capital increase within the limits of the authorised capital, ways of fixing the issue price, as well as possibility of divesting a shareholder of the pre-emptive right in whole or in part with regard to each share capital increase within the limits of the authorised capital (regarding a draft of Resolution No. 51 of the 30th Annual General Meeting of mBank S.A. held on 30 March 2017).

Acting pursuant to Article 433 § 2 and in connection with Article 447 § 2 of the Polish Code of Commercial Partnerships and Companies, with respect to a draft of Resolution No. 45 of the 30th Annual General Meeting of mBank S.A. held on 30 March 2017, the Management Board of mBank S.A presents a written opinion on the grounds for share capital increase within the limits of the authorised capital, ways of fixing the issue price, as well as possibility of divesting a shareholder of the pre-emptive right in whole or in part with regard to each share capital increase within the limits of the authorised capital.
Introduction of provisions pertaining to the authorisation of the Management Board of mBank S.A. to increase the share capital within the limits of the authorised share capital to the By-Laws of mBank S.A. is to simplify and limit in time the share capital increase process if such a need arises, and hence to make it possible to obtain funds for operations and development of the Bank in the most optimal way.

To introduce a flexible and quick mechanism for share capital increase within the limits of the authorised share capital, it is in the Bank’s interest to authorise the Management Board (upon approval by the Supervisory Board) to effect a total or partial divestment of the pre-emptive right of the existing shareholders with regard to each share capital increase within the limits of the authorised share capital. Divesting the existing shareholders of the pre-emptive right will make it possible to offer external investors to take up shares without the necessity to convene an annual general meeting, as a result of which the Bank will gain new shareholders in a quick and cost-effective way. That will contribute to an increased trading in the Bank’s shares on the Warsaw Stock Exchange. The guarantee under which the existing shareholders will not be divested of the pre-emptive right without the consent of the Bank’s Supervisory Board protects the rights of the Bank’s shareholders in case such an act turns out to be contrary to the interests of the Bank and shareholders.

The authorisations granted to the Bank’s Management Board by the Annual General Meeting may be used only within the limits of the authorisation granted, both within the value of share capital increase and the time frame agreed on.

The issue price of shares in respect of one or several subsequent issues will be determined by the Bank’s Management Board upon approval by the Supervisory Board. The authorisation of the Bank’s Management Board to set the issue price will make it possible to ensure the optimal level of the proceeds from the share issue, taking into account the current book value of the Bank and its capital needs. The issue price of shares will be set in particular on the basis of the institutional investors’ interest in the offer voiced during the book-building process and the analysis of the price sensitivity of the demand for shares, taking into account the current situation on financial markets. The decision about the issue price of shares will be taken by the Bank’s Management Board in the form of a resolution.

In view of the above goals, passing a resolution on share capital increase within the limits of the authorised capital with the possibility for the Management Board to exclude the pre-emptive right of the existing shareholders of mBank S.A. in whole or in part is fully justified and it is in the best interest of the Bank and its shareholders.

The number of shares in respect of which valid votes were cast: 36,864,462 shares, which accounts for 87.19% of the share capital.

Total number of valid votes: 36,864,462, including:

votes “for”: 31,583,675

votes “against”: 3,622,721

abstentions: 1,658,066. 

President of the Management Board

Cezary Stypułkowski 30.03.2017