Current Report 

Drafted on:

27.09.2018

Current report No

48/2018

Abbreviated issuer’s name

mBank

Contents: 

Further to current report no. 32/2018 of 30 August 2018 on the registration of amendments to the By-laws of mBank S.A. by the court, the Management Board of mBank S.A. (hereinafter the “Bank”) announces that on 26 September 2018 the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, rectified an obvious writing mistake regarding the registration of amendments to the By-laws of the Bank arising from Resolution No. 32 adopted by the 31st Annual General Meeting of mBank S.A. of 12 April 2018.

The valid entry concerning the amendments to the By-laws adopted during the 31st Annual General Meeting of mBank S.A. refers to the registration of amendment to Article 31a and Article 33 (1) of the Bank’s By-laws.

In addition to the amendments specified in current report no. 32/2018, the Bank’s By-laws are amended as follows:

1. Article 31a has been amended and reads as follows:

“Article 31a

1. The Bank has an internal control system in place which aims at ensuring:

1) effectiveness and efficiency of operations of the Bank,

2) reliability of financial reporting,

3) compliance with the principles of risk management in the Bank,

4) compliance of operations of the Bank with provisions of law, internal regulations and market standards.

2. The Management Board is responsible for planning, introducing and ensuring the operation of an adequate and effective internal control system. The Supervisory Board supervises introduction of the internal control system and evaluates its adequacy and effectiveness.
3. The Bank’s internal control system includes:

1) controlling function to ensure the observance of control mechanisms regarding in particular risk management in the Bank, which includes positions, groups of people and/or organisational units responsible for the performance of tasks assigned to this function,

2) compliance unit (Compliance Department) responsible for identification, assessment, controlling and monitoring of the risk of the Bank’s business being non-compliant with the provisions of law, internal regulations and market standards, as well as presenting reports in this respect,

3) independent internal audit unit (Internal Audit Department) responsible for independent and objective revision and assessment of adequacy and effectiveness of the risk management system and internal control system, excluding the internal audit unit.

4. The Internal Audit Department and the Compliance Department prepare regular reports on their activities for the Management Board and the Supervisory Board. Notwithstanding any special internal regulations in this respect, every internal audit report of the Internal Audit Department must also be provided for information purposes to the Chairman of the Supervisory Board.
5. Detailed principles of internal control are specified in the relevant rules introduced by way of an order issued by the President of the Management Board based on a resolution of the Management Board and the Supervisory Board.
6. The Internal Audit Department and the Compliance Department are supervised directly by the President of the Management Board.”

2. In Article 33, section 1 has been amended and it reads as follows:

“1. The Bank's own funds include:

1)  share capital,

2)  supplementary capital,

3)  reserve capital,

4)  general banking risk reserve,

5) retained profit from previous years,

6) net profit for the current reporting period, calculated in accordance with the accounting principles currently in force,

7) other components of equity:

1. a) valuation of financial instruments classified as “measured at fair value through other comprehensive income”,
2. b) valuation of financial instruments representing cash flows hedge,
3. c) exchange rate differences on the conversion of shares in foreign entities,
4. d) actuarial gains and losses related to post-employment benefits as a result of changes in actuarial assumptions,
5. e) share in other comprehensive income of entities measured under the equity method.”

Vice-director for investment supervision, Compliance Department

Maciej Mołdawa 27.09.2018