11.04.2024
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY


List of annexes:
Statut_mBanku_S.A..pdf  (REPORT)
By-laws_of_mBank_S.A..pdf  (REPORT)

POLISH FINANCIAL SUPERVISION AUTHORITY
REPORT No 19 / 2024
Date of issue: 2024-04-11
Short name of the issuer
mBank S.A.
Subject
Registration by the court 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:
Registration by the court of amendments to the By-laws of mBank S.A. The Management Board of mBank S.A. ("Bank") informs that on April 10, 2024, the Bank received a decision of the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of April 9, 2024, on the basis of which changes to the Bank's By-laws were registered, resulting from Resolution No. 24 adopted by the XXXVII Ordinary General Meeting of mBank S.A. on March 27, 2024. Registered changes to the Bank's By-laws include amendments to par. 34, regarding the amount of share capital and the total number of votes, but the bank informed about it in report No. 56/2023. Change in par. 34 of the By-laws only reflects the changes described in the report No. 56/2023.After recording the shares in the securities accounts of the eligiblepersons, the Bank's share capital amounts to PLN 169,860,668 and is divided into 42,454,167 ordinary bearer shares and 11,000 ordinary registered shares with a nominal value of PLN 4 each. Each share carries the right to one vote during the Annual General Meeting of the Bank.The total number of votes stemming from the Bank's shares amounts to 42,465,167. The Court's decision described above contains an obvious writing error consisting in indicating the incorrect date of preparation of the notarial deed, i.e. instead of 27/03/24, the date 27/03/23 is entered. The bank has already taken appropriate steps to correct this error in the register of entrepreneurs. The registration applies to the following changes to the Bank's By-laws: 1. § 4 is amended to read as follows: “1. The Bank has internal governance, which includes in particular: the management system, the organization of the Bank, principles of operation, powers, duties and responsibilities as well as mutual relations between the Supervisory Board, the Management Board and persons performing key functions in the Bank. 2. The Bank's management system includes, among others: the risk management system and the internal control system.” 2. § 5 is amended to read as follows: “The Bank's business purpose is to provide banking services, as well as consulting and advisory services in financial matters, and to perform economic activity within the scope defined in § 6 of the By-laws.” 3. § 6 item 1 is amended by deleting: -point 9 in the wording: “9) performing operations ordered by third parties related to issuing of securities,” and - point 11 in the wording: “11) performing forward financial transactions,” and the adequate amendment of numbering of the following points, in the result giving item 1 the following wording: “1. banking operations: 1) receiving cash deposits payable on request or within due time limits and operating the accounts of such deposits, 2) operating other bank accounts, 3) performing bank financial settlements, 4) extending financial credits and loans, 5) performing cheques and bills of exchange operations and operations with warrants, 6) extending and confirming sureties, 6a) extending and confirming bank guarantees, opening and confirming letters of credit, 7) intermediation in effecting money transfers and settlements made in foreign exchange dealings, 8) issuing bank securities, 9) taking into deposit valuables and securities, and making safe deposit boxes available to customers, 10) purchasing and selling of monetary receivables, 11) performing the functions of a representative bank as stipulated in the Bonds Law, 12) purchasing and selling foreign exchange values, 13) issuing payment instruments, including cards and performing operations using such instruments, 14) issuing electronic money, 15) providing payment initiation services, 16) providing account information services.” 4. Point 2 is deleted from § 6 item 2 in the following wording: “2) purchasing or acquiring shares and rights, shares of another legal entity and purchasing participatory units and investment certificates in investment funds,” and the existing points 3-16 are changed as points 2-15. 5. § 6 item 2 point 10 is amended, including renumbering as point 9) to read as follows: “9) providing custody services, including maintaining securities accounts, as well as executing activities related to providing custody services,” 6. § 6 item 3 is amended to read as follows: “3. Activities pursuant to Art. 69 section 2 of the Act on Trading in Financial Instruments on the principles set out in Art. 111 of this Act, consisting of: 1) acceptance and transfer of orders to acquire or dispose of financial instruments,; 2) execution of orders referred to in point 1, on the account of the on behalf of clients from whom those orders originate; 3) acquisition or disposal of financial instruments for own account; 4) managing portfolios that include one or more financial instruments; 5) investment advisory; 6) offering financial instruments; 7) provision of services in the performance of concluded issue guarantee agreements or concluding and performing other agreements of a similar nature, if their subject matter is financial instruments” 7. § 6 item 4 point 6 is amended to read as follows: “6) provision of services in the performance of concluded issue guarantee agreements or concluding and performing other agreements of a similar nature, if their subject matter is financial instruments.” 8. In § 6 item 4a is added and it reads as follows: “4a. Activities pursuant to Art. 69 section 4 of the Act on Trading in Financial Instruments, consisting of: 1) storing or registering financial instruments, including maintaining securities accounts, derivatives accounts and omnibus accounts, and maintaining cash accounts, as well as keeping records of financial instruments; 2) advising enterprises on capital structure, enterprise strategy or other issues related to such structure or strategy; 3) consulting and other services in the field of mergers, divisions and takeovers of enterprises; 4) currency exchange, if it is related to brokerage activities to the extent indicated in section 3; 5) preparing investment analyses, financial analyses and other general recommendations regarding transactions in financial instruments; 6) provision of additional services related to the emission guarantee agreement.” 9. In § 61 point 3 is added and it reads as follows: “3) issue capital bonds within the meaning of Art. 27a of the Act of 15 January 2015 on bonds.” 10. § 8 is amended to read as follows: “1. In order to perform its statutory activities, the Bank may open and close down branches and other offices in Poland and abroad. 2. The organizational structure of the Bank shall be set by the Board of Management in the Organizational Rules subject to § 22 section 1 letter a) hereof.” 11. § 20 is amended to read as follows: 1. The Supervisory Board can pass resolutions provided that at least half of its members are present at the meeting while all the members have been invited. 2. In exceptional cases, members of the Supervisory Board may pass resolutions by casting their votes in writing, with the mediation of another member of the Supervisory Board. No votes can be cast in writing on issues added to the agenda in the course of the meeting of the Supervisory Board. 3. The Supervisory Board can pass resolutions in writing or through telecommunications. A resolution is valid if all the members of the Supervisory Board were informed of the draft. 4. Resolutions of the Supervisory Board shall be passed by an ordinary majority of votes and in case of an equal number of votes, the vote of the Chairperson of the Supervisory Board shall prevail.” 12. § 22 item 1 letter i) is amended to read as follows: “i) approval of conclusion, amendment or termination of any significant affiliation agreements and/or cooperation treaties;” 13. In § 22 item 1 letter r) is added to read as follows: “r) 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 Supervisory Board of any such activity.” 14. § 22 item 2 is amended to read as follows: “The Supervisory Board may delegate its members to independently perform specific supervisory activities, as well as establish ad hoc or permanent committees of the Supervisory Board, consisting of members of the Supervisory Board, to perform specific supervisory activities.” 15. From § 22 items 3 and 4 are deleted in the following wording: 1. In particular, the Supervisory Board may appoint the following Standing Committees: 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; 2) the Audit Committee, whose authority includes, among others, the following: a) to formulate and present recommendations regarding election of entity entitled to audit the financial statements of the Bank by the General Meeting; b) to recommend approval or rejection of financial statements by the Supervisory Board; c) to monitor: the financial reporting process, effectiveness of internal control and risk management systems, as well as internal audit and financial audit activities ; d) to recommend to the Supervisory Board acceptance or refusal of acceptance for appointment and dismissal of a person managing the Internal Audit Department and the Compliance Department; e) to prepare policies and procedures regarding election of entity entitled to audit financial statements of the Bank, as well as providing by this entity of permitted non-audit services. 3) The Risk Committee, whose authority includes, among others, the following: a) exercising regular supervision of credit risks, market risks, liquidity risks and non-financial risks, including operational risk, as well as recommending to approve individual counterparty risk according to parameters defined by the Supervisory Board from time to time; b) to recommend approval or disapproval to the Supervisory Board for transactions between the Bank and the Members of the Bank’s bodies, as provided by the Banking law. The Supervisory Board is entitled to define afore mentioned parameters, further rights and authorities of the Risk Committee. 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. 5) The IT Committee, whose authority includes, among others, the following: a) to exercise regular supervision of the IT and IT security of the Bank between meetings of the Supervisory Board; b) to analyse the periodic reports for the Supervisory Board regarding IT and IT security; c) to present to the Supervisory Board conclusions from the analysis of the periodic reports on IT and IT security. 4.The Audit Committee shall include at least three members, however at least one member of the Audit Committee shall have knowledge and skills in accounting or audits of financial statements. Majority of members of the Audit Committee, including its Chairman, shall be Independent Supervisory Board Members.” 16. In § 22 the current item 5 is numbered as item 3. 17. In § 26 item 1 the first sentence is changed to read as follows: “1. The Board of Management directs the Bank's business and represents the Bank, including decisions regarding the acquisition, encumbering or disposal of real estate, a perpetual usufruct or part of real estate, subject to § 22 section 1 letter r).” 18. In § 27 item 1 is changed to read as follows: 1. The President of the Board of Management heads the work of the Board of Management. The responsibilities of the President include, among others: 1) heading the Board of Management, 2) representing the Bank, 3) issuing internal regulations and instructions, rules, and other provisions that regulate the Bank's activities, however if required by a provision of law or internal regulation of the Bank, such internal regulations and instructions, rules, and other provisions should be based on a prior resolution of the Board of Management with this respect, 4) division of competences among the Management Board Members, based on a resolution of the Board of Management, however no resolution with this respect can be passed without the consent of the President of the Board of Management and it requires approval from the Supervisory Board, 5) division of powers between the Managing Directors on the basis of a resolution of the Management Board, where such a resolution may not be adopted without the consent of the President of the Management Board.” 19. § 34 is changed and it reads as follows: “The share capital amounts to PLN 169,860,668 (one hundred sixty nine million eight hundred sixty thousand six hundred sixty eight) and is divided into 42,465,167 (forty two million four hundred sixty five thousand one hundred sixty seven) registered and bearer shares with a nominal value of PLN 4 (four) per share.” 20. Point 1) in § 35a item 9 is changed and it reads as follows: “1) concluding issue guarantee agreements or other agreements securing the success of the share issue,”Attached to this report is a unified text of the By-laws of mBank S.A.,including the above-mentioned changes.
Annexes
File Description
Statut mBanku S.A..pdfStatut mBanku S.A..pdf
By-laws of mBank S.A..pdfBy-laws of mBank S.A..pdf

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2024-04-11 Maciej Mołdawa Wicedyrektor ds. nadzoru inwestycyjnego, Departament Compliance

Files to download:

Statut-mBanku-S.A._202404110761404725.pdf

By-laws-of-mBank-S.A._202404110761404725.pdf