Current Report 

Drafted on:

03.11.2020

Current report No

72/2020

Legal basis: 

Article 56 sec. 1 item 2) of the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies – current and periodic information

Contents: 

The Management Board of mBank S.A. (hereinafter the "Bank") announces that on 3 November 2019, 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. 25, adopted by the 33rd Annual General Meeting of mBank S.A. on 27 March 2020.

Please be informed that the entry regarding amendments to the By-laws registered on 3 November 2020 includes, inter alia, the entry of a change in the amount of the share capital of the Bank, however this is data as of 27 March 2020, that is as at the date of adoption of a resolution by the 33nd Annual General Meeting of mBank S.A. The actual amount of the share capital was reported in the current report 70/2020 dated 23.10.2020. Starting from 23.10.2020 the share capital of the Bank equals to PLN 169,461,724 and divides into 42,354,431 ordinary registered shares and 11,000 ordinary bearer shares, each with nominal value PLN 4. Each share equals one vote at the general meeting of shareholders of the Bank.

The total number of votes resulting from all shares of the Bank equals to 42,365,431.

Moreover, please be informed that the entry to the register of entrepreneurs regarding amendments registered on 3 November 2020 indicates registration of an amendment to § 22 section 1 letter i) of the By-laws of the Bank. According to Resolution No. 25 adopted by the 33rd Annual General Meeting of mBank S.A. on 27 March 2020 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, §22 section 1letter l) 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 3 November 2020 contains an obvious typing mistake. 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 amendment to § 22 section 1 letter i) of the By-laws of the Bank.

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

1. Letter l) in § 22 section 1) is changed and it reads as follows:: “l) approval of the remuneration policy for each category of persons, whose professional activity has material impact on the Bank’s risk profile;”
2. In § 22 section 1 letters o) and p) are added and they read as follows: “o) approval of entering by the Bank into material transaction with an associated entity, to the extent as required by commonly binding provisions of law, applicable to public companies; p) preparation of annual report on remuneration of members of the Management Board and the Supervisory Board, to the extent as required by commonly binding provisions of law, applicable to public companies.”
3. Letter c) in § 22 section 3 point 4 is changed and it reads as follows: “c) issuing recommendations to the Supervisory Board regarding: general guidelines for the Management Board on the level and structure of remuneration for the senior management of the Bank and the remuneration policy for each category of persons, whose professional activity has material impact on the Bank’s risk profile,”
4. § 34 is changed and it reads as follows: “34 The share capital amounts to PLN 169,401,468 (one hundred sixty nine million four hundred one thousand four hundred sixty eight) and is divided into 42.350.367 (forty two million three hundred fifty thousand three hundred and sixty seven) registered and bearer shares with a nominal value of PLN 4 (four) per share.”

Attached to this report is a unified text of the By-laws of mBank S.A., including the above-mentioned changes.

By-laws of Bank

Vice-director for investment supervision, Compliance Department

Maciej Mołdawa 03.11.2020