14.04.2023
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY


List of annexes:
Statut_zalacznik_nr_1.pdf  (REPORT)
By-Laws_Appendix_no_1.pdf  (REPORT)

POLISH FINANCIAL SUPERVISION AUTHORITY
REPORT No 24 / 2023
Date of issue:
Short name of the issuer
mBank S.A.
Subject
Court's registration of amendments to the By-laws of mBank S.A.
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.The Management Board of mBank S.A. (Bank) announces that on 14 April 2023, 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. 21, adopted by the 36th Annual General Meeting of mBank S.A. on 30 March 2023. The registration concerns the following amendments to the By-laws of the Bank: 1. In § 17 items 1 and 2 are changed and they read as follows: “1. The Supervisory Board shall be composed of not less than five members elected by the General Meeting. Members of the Supervisory Board shall possess knowledge, skills and experience adequate for fulfilling their function and duties entrusted to them and shall guarantee the proper fulfilment of these duties. At least half of the members of the Supervisory Board, including the Chairman, shall hold Polish citizenship, permanently reside in Poland, speak Polish and have experience on the Polish market which can be used in supervision of the Bank. 2. Members of the Supervisory Board are appointed for a joint term of office of 3 (three) years. The term of office is calculated in financial years (the first financial year of the term of office is each time the financial year in which the performance of the function began, even if it would not commence at the beginning of this financial year). The mandate of a member of the Supervisory Board shall expire no later than on the date of the General Meeting approving the financial statements for the last full financial year of performing the function of a member of the Supervisory Board.” 2. In § 22 item 3 point 1) is changed and it reads as follows: “1. the Executive Committee, whose authority includes, among others, the following: a) to exercise regular supervision of the operations of the Bank between meetings of the Supervisory Board; b) authorizing the Board of Management to acquire, encumber, and sell real estate, a perpetual usufruct or part of real estate and stock and participatory shares in companies as well as other fixed assets, if the value of the said transactions exceeds 1% of the Bank's own funds as defined in § 33, as per December 31 of the preceding year. Such authorization is not required if such acquisition results from execution, bankruptcy, or negotiation procedures, or other settlements with the Bank's debtors, or in the case of sale of assets so acquired. In the case of such acquisitions, resulting from execution, bankruptcy, or negotiation procedures, or other settlements with the Bank's debtors, or in the case of sale of assets so acquired, the Board of Management is obliged to inform the Executive and Nomination Committee of any such activity.” 3. In § 22 item 3 point 4) is changed and it reads as follows: “4.The Remuneration and Nomination Committee, whose authority includes, among others, the following: a) to review principles and amounts of remuneration of Members of the Management Board, including the setting of relevant amounts, b) to table opinions concerning approval for Members of the Management Board to engage in competitive activity, 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, d) monitoring the level and structure of remuneration of the senior management, e) issuing opinions and monitoring the remuneration policy adopted by the Bank and assisting the Bank’s bodies in matters regarding development and implementation of this policy, f) recommending candidates to the Management Board and Supervisory Board based on the criteria for suitability of the Management Board and Supervisory Board as a whole and of individual Management Board and Supervisory Board members designated under the Suitability Policy of mBank, as well as on the diversity criteria for the composition of the Management Board and Supervisory Board, g) defining the scope of duties for a candidate for the Management Board and Supervisory Board and requirements for knowledge and expertise, as well as assessing the expected time commitment necessary to perform the function, h) effectuating periodic evaluation of a structure, size, composition and effectiveness of activities of the Management Board and recommending changes with this respect to the Supervisory Board, i) effectuating periodic evaluation of knowledge, competence and experience of the Management Board as a whole and each of its members, as well as informing the Management Board about the results of this evaluation.” 4. § 24 is changed and it reads as follows: “1. Meetings of the Supervisory Board should be convened as needed, at least four times in each financial year, once in each quarter of the financial year. 2. The meeting of the Supervisory Board is chaired by the Chairman of the Supervisory Board. In the event of his absence, the function of the chairman of the meeting is performed by the Deputy Chairman of the Supervisory Board. If neither the Chairman of the Supervisory Board nor the Deputy Chairman of the Supervisory Board is present at the meeting, the meetings are chaired by a Supervisory Board member elected by those present at the meeting. 3. Notice of convening the meeting, including the date, time and place of the meeting, the proposed agenda, as well as the method of using means of direct remote communication during the meeting, shall be sent to the Supervisory Board Members by e-mail at least 14 days before the date of the meeting. In justified cases, if no Supervisory Board Member objects to it, this period may be shortened. 4. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, if none of the Supervisory Board Members participating in the meeting objects. If not all members of the Supervisory Board are present at the meeting, information on the adoption of a resolution not included in the proposed agenda shall be immediately communicated to members of the Supervisory Board not present at the meeting. A resolution adopted on an issue not included in the proposed agenda of the meeting shall be effective if, within 7 days of receiving information on adoption of the resolution, none of the Supervisory Board Members absent at the meeting objects to such modification of the agenda of the meeting.” 5. § 25 is changed and it reads as follows: 1. The Board of Management is composed of at least three members. Members of the Board of Management shall possess knowledge, skills and experience adequate for fulfilling their function and duties entrusted to them and shall guarantee the proper fulfilment of these duties. At least half of the members of the Management Board, including the President of the Management Board, shall hold Polish citizenship, permanently reside in Poland, speak Polish and have experience on the Polish market which can be used in management of the Bank. 2. The Board of Management is composed of the President of the Board of Management and other members of the Board of Management. The Supervisory Board may entrust members of the Board of Management with the function of the First Deputy President or a Deputy President of the Board of Management. 3. Members of the Management Board are appointed for a term of office of 5 (five) years. The term of office is calculated in financial years (the first financial year of the term of office is each time the financial year in which the performance of the function began, even if it would not commence at the beginning of this financial year). The mandate of a member of the Management Board shall expire no later than on the date of the General Meeting approving the financial statements for the last full financial year of performing the function of a member of the Management Board. 4. The term of a member of the Board of Management shall also expire in the case of death, resignation, or recalling of the member from the Board of Management. 6. In § 26 item 6 is added and it reads as follows: “6. The obligation to provide the Supervisory Board, without an additional request, with information about the resolutions of the Management Board and their subject matter, resulting from Art. 380 [1] § 1 point 1 of the Commercial Companies Code, is limited to the resolutions of the Management Board regarding: 1) implementation of long-term (strategic) directions of the Bank's business development; 2) transactions and other events or circumstances that materially affect or may affect the financial position of the Bank, including its profitability or liquidity.” 7. In § 27 item 2 is changed and it reads as follows: “2. The appointment of the President of the Management Board and the Member of the Management Board responsible for supervising the management of risks relevant to the Bank's operations, is subject to approval by the Polish Financial Supervision Authority.” 8. In § 31a: 1/ item 6 is changed and it reads as follows: “6. The Internal Audit Department is supervised directly by the President of the Management Board.” and 2/ item 7 is added and it reads as follows: “7. The Compliance Department is supervised directly by the President of the Management Board or Member of the Management Board who - as part of the internal division of competences in the Management Board of the Bank - has been assigned competences in the area of compliance risk supervision and, at the same time, no competencies in the area of supervision over the management of risks relevant to the Bank's operations.” Attached to this report is a unified text of the By-laws of mBank S.A., including the above-mentioned amendments.
Annexes
File Description
Statut załącznik nr 1.pdfStatut załącznik nr 1.pdf
By-Laws_Appendix no 1.pdfBy-Laws_Appendix no 1.pdf

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2023-04-14 Maciej Mołdawa Wicedyrektor Departamentu Compliance

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Statut-zalacznik-nr-1_202304141869509280.pdf