Current Report 

Drafted on:

30.08.2018

Current report No

32/2018

Abbreviated issuer’s name

mBank

Contents: 

The Management Board of mBank S.A. (hereinafter the “Bank”) announces that on 29 August 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. 32 adopted by the 31st Annual General Meeting of mBank S.A. on 12 April 2018 (amendments to §§ 11, 17, 20, 22, 31a, 34 and 47 of the By-laws of the Bank) and Resolution No. 38 adopted by the 31st Annual General Meeting of mBank S.A. on 9 May 2018 (amendment to § 34a of the By-laws of the Bank).

Please be informed that among amendments to the By-laws registered on 29 August 2018, an amendment to § 34a concerns a conditional increase of the share capital by PLN 3,736,000 (three million seven hundred thirty six thousand) by way of issue of 934,000 (nine hundred thirty four thousand) ordinary bearer shares with a face value of PLN 4.00 (four) each.

Registration of the conditional share capital increase does not change the amount of the share capital of the Bank. Currently the share capital of the Bank amounts to PLN 169,248,488 PLN and is divided into 42,312,122 ordinary registered and bearer shares with a nominal value of PLN 4 per share. The total number of votes at the Bank’s General Meeting amounts to 42,312,122 (each share being entitled to one vote).

Moreover, please be informed that the entry to the register of entrepreneurs regarding amendments registered on 29 August 2018 indicates registration of an amendment to § 31a section 1 of the By-laws of the Bank. According to Resolution No. 32 adopted by the 31st Annual General Meeting of mBank S.A. on 12 April 2018 and the motion regarding registration of amendments submitted to the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, among other provisions of the By-laws, §31a and § 33 section 1 of the By-laws of the Bank have been included.

It is our opinion that the above-mentioned entry to the register of entrepreneurs of 29 August 2018 contains an obvious typing mistake, consisting in an indication that § 31a section 1 of the By-laws of the Bank has been amended, whereas correctly it should indicate that § 31a and § 33 section 1 of the By-laws of the Bank have been amended.

The Bank shall submit a motion regarding correction of the above-mentioned obvious mistake. Nonetheless, taking into consideration the wording of the entry to the register of entrepreneurs of the National Court Register regarding amendments to By-laws of the Bank, a detailed listing of provisions of the By-laws of the Bank which have been amended or added presented below does not include information regarding amendments to § 31a and § 33 section 1 of the By-laws of the Bank.

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

1. In § 11 the wording of letter n) is changed and it reads as follows:

“n) election of an entity qualified to audit financial statements of the Bank.”

2. In § 17 section 4 and 5 are changed and they reads as follows:

“4. The number of members of the Supervisory Board shall be determined by the General Meeting with the provision of sections 5. Members of the Supervisory Board may be re-elected. The Supervisory Board elects its Chairman and Deputy Chairmen from among the Supervisory Board members.

5. At least two of the Supervisory Board Members shall be Independent Supervisory Board Members.”

3. In § 17 section 6 is deleted.

4. In § 20 section 6 is changed and it reads as follows:

“6. Adoption of resolution in contravention with requirements under section 5 shall not, however affect its validity, if adopted in accordance with the provisions of § 20 sections 1 - 4.”

5. In § 22 section 3 point 2 is changed and it reads as follows:

“2. the Audit Committee, whose authority includes, among others, the following:

1. a) to formulate and present recommendations regarding election of entity entitled to audit the financial statements of the Bank by the General Meeting;
2. b) to recommend approval or rejection of financial statements by the Supervisory Board;
3. c) to monitor: the financial reporting process, effectiveness of internal control systems and systems of risk management, as well as internal audit and financial audit activities ;
4. d) to recommend to the Supervisory Board acceptance or refusal of acceptance for appointment and dismissal of a person managing the Internal Audit Department and the Compliance Department;
5. e) to prepare policies and procedures regarding election of entity entitled to audit financial statements of the Bank, as well as providing by this entity of permitted non-audit services.”

6. In § 22 section 3 point 3, letter a) is changed and it reads as follows:

“a) exercising regular supervision of credit risks, market risks, liquidity risks and non-financial risks, including operational risk, as well as recommending to approve individual counterparty risk according to parameters defined by the Supervisory Board from time to time;”

7. In § 22 section 4 is changed and it reads as follows:

“4. The Audit Committee shall include at least three members, however at least one member of the Audit Committee shall have knowledge and skills in accounting or audits of financial statements. Majority of members of the Audit Committee, including its Chairman, shall be Independent Supervisory Board Members.”

8. § 34 is changed and it reads as follows:

“34

The share capital amounts to PLN 169.248.488 (one hundred sixty nine million two hundred forty eight thousand four hundred eighty eight) and is divided into 42.312.122 (forty two million three hundred twelve thousand one hundred and twenty two) registered and bearer shares with a nominal value of PLN 4 (four) per share.”

9. In § 34a letter e) is added in the following wording:
10. e) Pursuant to Resolution of the Annual General Meeting of 9 May 2018 on the Issue of Subscription Warrants, Conditional Share Capital Increase with Divestment of the Existing Shareholders’ Pre-emptive Right to Subscription Warrants and Shares, Change of the Company’s By-Laws and on Applying for Admission of Shares to Trading on the Regulated Market, and Dematerialisation of Shares, the share capital of the Bank has been conditionally increased by PLN 3,736,000 (three million seven hundred thirty six thousand) by way of issue of 934,000 (nine hundred thirty four thousand) ordinary bearer shares with a face value of PLN 4.00 (four) each.

10. § 47 is changed and it reads as follows:

“47

Copies of annual financial statements, the report of the Board of Management, the report of the Supervisory Board and the audit report, shall be distributed to the shareholders at their request not later than fifteen days before the Ordinary General Meeting.”

Deputy Director of the Compliance Department

Agata Rowińska 30.08.2018