31.05.2022
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY

POLISH FINANCIAL SUPERVISION AUTHORITY
REPORT No 21 / 2022
Date of issue: 2022-05-31
Short name of the issuer
mBank
Subject
Court’s registration of amendments to the By-laws of mBank S.A. – error of the registry court
Official market - legal basis
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Contents of the report:
Court’s registration of amendments to the By-laws of mBank S.A. – error of the registry court The Management Board of mBank S.A. (hereinafter the "Bank") announces that on 30 May 2022, the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register (“Registry Court”), registered amendments to the By-laws of mBank S.A. arising from Resolution No. 24, adopted by the 35th Annual General Meeting of mBank S.A. on 31 March 2022. The registration concerns the following amendments to the By-laws of the Bank: 1. In § 6 section 5 is changed and it reads as follows: “The Bank may perform, or act as an intermediary in the performance of, activities indicated in section 1 and 2, for banks, credit institutions, financial institutions, lending institutions or affiliates, providing that those activities are included in the scope of activities of the commissioning entity.” 2. In § 11 section 2 is added and it reads as follows: “2. Acquisition and disposal of real property, perpetual usufruct, or of an interest therein shall not require a resolution of the General Meeting.” 3. § 30b is changed and it reads as follows: “1. The Bank’s internal legislation shall be issued in the form of: a) strategies – by the Management Board or the Management Board and the Supervisory Board, b) policies – by the standing committees, appointed on the basis of § 8a section 3, Management Board or Management Board and Supervisory Board, c) regulations – by the President of the Management Board, d) circular letters – by the Management Board Members, Managing Directors or directors of organisational units of the Bank, e) organisational rules of organisational units of the Bank – by the Management Board Members or Managing Directors, f) work procedures – by the Management Board Members, Managing Directors or directors of organizational units of the Bank. 2. Detailed rules of issuing internal legislation of the Bank are specified in a relevant regulation on internal legislation.” 4. § 34 is changed and it reads as follows: “The share capital amounts to PLN 169,539,536 (one hundred sixty nine million five hundred thirty nine thousand five hundred thirty six) and is divided into 42.384.884 (forty two million three hundred eighty four thousand eight hundred eighty four) registered and bearer shares with a nominal value of PLN 4 (four) per share.” At the same time, the Management Board informs that the registration of the aforementioned amendments to the to the By-laws of the Bank was made due to an error of the Registry Court. The Bank submitted an application for the registration of the amendments to the By-laws in view of provision of Article 430 §2 of the Act dated September 15 2000 Code of Commercial Companies, according to which: "The management board shall report an amendment to the by-laws to the registry court. An application for registration of the amendment to the by-laws shall be filed within three months of the adoption of a relevant resolution by the general meeting, subject to the provisions of Article 431 § 4 and Article 455 § 5." Simultaneously with the application for registration of amendments to the By-laws of the Bank, a motion was also filed to suspend the proceedings in this respect. The above resulted from the fact that pursuant to Art. 34 section 2 of the Banking Law Act dated August 29 1997, amendments to the by-laws of a bank require permission of the Polish Financial Supervision Authority. A relevant application for permission to amend the By-laws was submitted to the Polish Financial Supervision Authority. However, the proceedings concerning the issuance of the permission for the amendments had not been completed by the time the application for the registration of the amendments was filed with the Registry Court. The Registry Court overlooked the Bank's request to suspend the proceedings and, erroneously, registered the aforementioned amendments to the By-laws of the Bank. Considering that the ruling of the Registry Court dated 30 May 2022 concerning registration of the amendments to the By-laws was issued without the permission of the Polish Financial Supervision Authority required under Article 34 Section 2 of the Banking Law Act dated 29 August 1997, the Bank will file a complaint against the said ruling. In view of the foregoing, a consolidated text of the By-laws of the Bank incorporating amendments registered by the Registry Court on May 30 2022 has not been attached to this current report.

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2022-05-31 Maciej Mołdawa Wicedyrektor Departamentu Compliance