27.03.2024
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY

POLISH FINANCIAL SUPERVISION AUTHORITY










REPORT No 14 / 2024






Date of issue: 2024-03-27
Short name of the issuer
mBank S.A.
Subject
Official market - legal basis
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Contents of the report:
XXXVII OGM - Election of the Supervisory Board of mBank S.A. for a new term of officeThe Management Board of mBank S.A. hereby announces that on March 27,2024, the XXXVII Annual General Meeting of mBank S.A. elected eightmembers of the Supervisory Board for a joint term of office for three years asfollows: Professor Agnieszka Słomka-Gołębiowskais a purpose-driven Non-Executive Director and Board Advisor helping companies in navigating sustainability journey to net zero economy. Ms. Słomka-Gołębiowska has nearly 20 years of extensive experience on boards of large publicly listed and private companies, as well as international organizations such as UN WFP, UNAIDS. Currently, she is a Chairwoman of mBank, where she also serves as Chair of the Remuneration and Nomination Committee, and a member of Risk and Audit Committee. She has been appointed also as Board Member and Chair of Audit Committee in Grupa Pracuj, a European leading HR technology platform as well as Ghelamco Invest, a finance arm of a top-tier commercial real estate company.Her past board experiences include companies from SaaS businesses, aerospace and defense (A&D) industries as well as infrastructure and construction. She holds seat at the EU Platform on Sustainable Finance, assisting the European Commission on Sustainable Finance Framework, as well as Advisory Board of Sustainable Investment Forum Poland (POLSIF).Agnieszka Słomka-Gołębiowska is a Professor at the Warsaw School of Economics with research focus on governance and sustainability. She holds PhD in Economics and MSc. in Finance and Banking from the Warsaw School of Economics (with distinction), completing Master Program in International Business at the Copenhagen Business School. She received prestigious awards including the Alexander von Humboldt Fellowship at Muenster University and the Polish-American Fulbright Fellowship at the University of California, Berkeley (Haas), where she cooperated with prof. Oliver Williamson - Nobel Prize winner in economics. She is an author of numerous articles in JCR journals, books as well as a speaker at business and academic conferences. In 2019, she received the Corporate Governance Personality Award. She is a mentor at the Hertie School of Governance, Berlin and an ambassador of Vital Voices Partnership Program on women entrepreneurship and empowerment. Dr. Bettina Orlopp Bettina Orlopp holds a degree in business administration awarded by the University of Regensburg, where she also received a PhD degree. She began her professional career as a Management Consultant at McKinsey & Company in 1995, where she was elected Partner in 2002. In 2014, she started her career at Commerzbank as Divisional Board Member of group development and strategy. Bettina Orlopp has been CFO since March 2020 and Deputy CEO since July 2021 at Commerzbank AG. She leads the departments Finance, Tax, Investor Relations, and Treasury and has been member of the Board of Managing Directors since 2017. Before working as CFO, she was responsible in the Board for Legal, Compliance, and Human Resources.She is a Member of the following committees of Commerzbank AG: Asset and Liability Committee (ALCO), Group Sustainability Board, Executive Pension Committee and Group Market Risk Committee.  Aleksandra Gren Graduated from Harvard Business School (Negotiations), London School of Economics (European Policy and Politics) and University of British Columbia (International Relations). FinServ technology executive with 25+ years of professional experience in banking technology and banking. Started her career at the Royal Bank of Canada in Vancouver. After a year-long break for master's studies at the London School of Economics, she started working for ING Bank in Italy, where she participated in the preparations for entering the ING Bank Direct market. She continued her career with American fintech companies operating in EMEA, as an analyst, advisor and for many years as a manager and board member. Proven track record of high-value, successful partnerships and transformational initiatives in the banking sector. Recognized by London-based Banking Technology Awards and PayTech Leadership Awards in Top 10 women in tech in 2016 and 2018. Named Global Ambassador and Mentor by Bank of America GAP Global Leadership Development and Mentoring Program for emerging entrepreneurs in the US in March 2019. Dr. Hans-Georg Beyer Dr. Hans-Georg Beyer studied at the Witten/Herdecke University (Business Economics & General Management) and SKEMA Business School (International Finance). In 2020, he received a PhD at the University of St. Gallen (HSG) based on a doctoral thesis on risk governance at board level of European banks.  Dr. Hans-Georg Beyer has many years of experience in Commerzbank Group, among others in positions related to managing the compliance area and the internal audit area. He holds the function of Chief Compliance Officer and Divisional Board Member Group Compliance at Commerzbank AG. He is responsible for all compliance units of Commerzbank Group, including the compliance units in its foreign branches and subsidiaries.  Thomas Schaufler Thomas Schaufler graduated in 2002 from the University of Applied Sciences (FHW-Fachhochschule) in Vienna with a master's degree in management and entrepreneurship. Thomas Schaufler finished professional courses and has professional certificates (e.g. Certificated European Financial Analyst CEFA).  Thomas Schaufler has more than twenty years of professional experience in the banking sector, including fourteen years in managerial positions in the banking sector. Currently he is the Member of the Board of Managing Directors of Commerzbank AG responsible for business segment of private and small-business customers. Previously, he sat on the Board of Managing Directors of Erste Group Bank AG, acting as Head of the Group Retail Board. Thomas Schaufler has managerial experience in retail banking sales, Treasury sales, product management in European countries and asset management.  Bernhard Spalt Bernhard Spalt graduated from the University of Vienna with a master's degree in law with a specialization in European law. Bernhard Spalt has more than thirty years of professional experience in the financial sector, and he has held management and board positions since 1999. He has many years of experience in all areas of risk management, working for international financial institutions, including in Austria, Romania, Slovakia, Hungary and the Czech Republic. In recent years, he served as Chairman of the Management Board at Erste Group Bank AG, having previously served as a Member of the Management Board responsible for risk management at Erste Bank der Oesterreichischen Sparkassen AG, Banca Comerciala Romana SA, Slovenska Sporitelna SA and Erste Bank Hungary ZRT.  Mirosław Godlewski Mr. Godlewski has a Master diploma from Industry Management Faculty, Warsaw University of Technology and he has MBA from Ashridge Management College and AMP from Harvard Business School. Currently Mr. Godlewski is Senior Advisor with BCG, Board Member at Eubioco Sp  z o.o., Supervisory Board Member of ONDE S.A. and a Partner in the Hedgehog Fund. Mirosław Godlewski was Supervisory Board Member at Netia S.A., Celon Pharma S.A., Absolvent.pl, ABC Date S.A. and also a Member of Remuneration and Nomination Committee. In the period of 2007–2014 he was the President and CEO at Netia S.A. Mr. Godlewski held managerial positions at Opoczno S.A., DEC Sp. z o.o., Pepsi-Cola Polska and MEMRB Polska. Tomasz Bieske Tomasz Bieske holds a master's degree in Economics from the University of Cologne, Germany. For six years after graduation he worked in the head office of Dresdner Bank AG in Frankfurt, where his main responsibilities included lending to international corporate clients and trading in sovereign debt on the secondary market.  From 1988, he worked for Arthur Andersen in Frankfurt as Manager in charge of business consulting for financial institutions. Two years later he moved back to Warsaw to co-found Arthur Andersen in Poland, where he served as Partner and Head of Financial Markets Group. He was responsible for working with clients from the financial sector, which included auditing the financial statements of leading banks in Poland, sale of banks’ non-performing loan portfolios and valuation of private banks' shares. He participated in a number of due diligence processes commissioned by foreign investors and in consulting projects in the financial markets sector. Following the merger of Arthur Andersen and Ernst & Young in 2002, Tomasz Bieske continued as Partner and Head of Financial Markets Group. He led the majority of key projects in the financial services sector, including the preparation of public offerings of PKO BP S.A. and Kredyt Bank S.A. and auditing of the financial statements of the National Bank of Poland, PKO BP S.A., Pekao S.A., Getin Holding and a number of other banks, and the Social Insurance Institution (ZUS). He also led a number of advisory projects in the banking sector (including the development of the concept of the GPW privatisation, preparation of the operational change plan for the Ministry of Finance and the merger of four state-owned banks into Pekao S.A. prior to its privatisation). In 2011, he participated in the work of the committee for regulatory and business changes in the cooperative banking sector. Tomasz Bieske works closely with the Polish Bank Association and the National Association of Cooperative Banks. He holds a licence of a Polish statutory auditor. In 2011, he was awarded the gold medal of the Polish Bank Association for his contribution to the development of banking in Poland in 1991–2011. Since June 2013, he has been a member of the supervisory boards of several GPW-listed companies (including Masterlease S.A., Kruk S.A. and mBank S.A.). He completed the three-month Oxford Fintech Programme in 2019 and the three-month Venture Capital Programme at the University of Oxford in 2020. Since 2019, he has been a member of the Association of Independent Non-Executive Directors. In the academic year 2023/2024, he serves as a coach for students taking the post-graduate course “Professional Supervisory Board” at Kozminski Academy in Warsaw. According to the information available to mBank S.A., the aforementioned persons are not involved in any business competitive with mBank S.A. and have no records in the Register of Insolvent Debtors maintained under the National Court Register Act.In accordance with the criteria applied by the Bank, the following persons are independent members of the Supervisory Board of the Bank:1. Agnieszka Słomka-Gołębiowska,2. Aleksandra Gren,3. Mirosław Godlewski,4. Tomasz Bieske. Additionally, on March 27 2024, Ms. Agnieszka Słomka-Gołębiowska was elected as the Chairwoman of the Supervisory Board, and Ms. Bettina Orlopp as the Deputy Charwoman of the Supervisory Board.

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2024-03-27 Agata Paluch Menedżer kierujący Wydziałem nadzoru inwestycyjnego, Departament Compliance