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The Management Board of mBank S.A. (hereinafter the “Bank”) announces that on 25 September 2017 the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, registered amendments to the By-laws of mBank S.A. arising from Article 1 of Resolution No. 51 adopted by the 30th Annual General Meeting of mBank S.A. of 30 March 2017.
Please find below detailed information about the amendments made as a result of the registration of amendments to the Bank’s By-laws:
Article 35a is added in the following wording:
“Article 35a
- The Management Board of the Bank 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 zlotys) 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”).
- 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.
- 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.
- The Management Board of the Bank shall be authorised to lay down 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 those not taken up upon exercising the pre-emptive right.
- 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.
- The Management Board of the Bank is authorised, subject to 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.
- In the case when the Management Board of the Bank, subject to 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 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.
- When increasing the share capital within the limits of the authorised capital, the Management Board of the Bank shall issue shares only in exchange for contributions.
- 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.
- 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 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).”
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