Current Report 

Drafted on:

09.01.2018

Current report No

2/2018

Abbreviated issuer’s name

mBank

Contents: 

The Management Board of mBank S.A. (hereinafter the “Bank”) announces that on 8 January 2018, 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 Resolution No. 45 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:

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

1. Article 6 (2) (15) is changed 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 (2).

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

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

1) perform the function of a point confirming trusted profiles (ePUAP) within the meaning of Article 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 13.10 of the Act of 11 February 2016 on State Aid for Parents.”

5. Article 22 (3) (1) is amended and it reads as follows:

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

a) exercising ongoing supervision over the operation of the Bank in the periods between the Supervisory Board meetings,

b) authorising the Management Board to acquire, encumber, and sell real estate, perpetual usufruct or share in real estate, and shares in companies and other fixed assets, if the value of the said transactions exceeds 1% of the Bank’s own funds as at 31 December of the preceding year, as defined in Article 33. Such authorisation is not required if the aforesaid acquisition took place as part of enforcement or bankruptcy proceedings, including bankruptcy proceeding with the possibility to make an arrangement or other settlement with the Bank’s debtor or in the case of the sale of assets so acquired. In the case of acquisition of real property, perpetual usufruct, share in real estate or shares 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,

c) performing the initial recruitment process of candidates for Members of the Management Board and the Supervisory Board of the Bank.”

6. Article 29 (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:

a) share capital,

b) supplementary capital,

c) reserve capital,

d) general risk reserve,

e) retained profit from previous years,

f) net profit for the current reporting period, calculated according to the applicable accounting principles,

g) other items of own capital.

The Bank creates specific funds, including the Company Social Benefits Fund.”

8. 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:

“The 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. Within the supplementary capital, the Bank also includes 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:

“The 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 net profit for unidentified risks in banking operations.”

Vice-Director for investment supervision, Compliance Department

Maciej Mołdawa 09.01.2018