Registration by the court of amendments to the By-laws of mBank S.A.

The Management Board of mBank S.A. (_quot;Bank_quot;) informs that on April 10,2024, the Bank received a decision of the District Court for the capitalcity of Warsaw in Warsaw, 13th Commercial Division of the National CourtRegister of April 9, 2024, on the basis of which changes to the Bank'sBy-laws were registered, resulting from Resolution No. 24 adopted by theXXXVII 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, butthe bank informed about it in report No. 56/2023. Change in par. 34 ofthe By-laws only reflects the changes described in the report No.56/2023.After recording the shares in the securities accounts ofthe eligiblepersons, the Bank's share capital amounts to PLN 169,860,668and is divided into 42,454,167 ordinary bearer shares and 11,000ordinary registered shares with a nominal value of PLN 4 each. Eachshare carries the right to one vote during the Annual General Meeting ofthe Bank.The total number of votes stemming from the Bank'sshares amounts to 42,465,167.

The Court's decision described above contains an obvious writing errorconsisting in indicating the incorrect date of preparation of thenotarial 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 inthe 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: themanagement system, the organization of the Bank, principles ofoperation, powers, duties and responsibilities as well as mutualrelations between the Supervisory Board, the Management Board andpersons performing key functions in the Bank.

2. The Bank's management system includes, among others: the riskmanagement 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 asconsulting and advisory services in financial matters, and to performeconomic 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 thirdparties related to issuing of securities," and

- point 11 in the wording: "11) performing forward financialtransactions,"

and the adequate amendment of numbering of the following points, in theresult giving item 1 the following wording:

"1. banking operations:

1) receiving cash deposits payable on request or within due time limitsand 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 operationswith warrants,

6) extending and confirming sureties,

6a) extending and confirming bank guarantees, opening and confirmingletters of credit,

7) intermediation in effecting money transfers and settlements made inforeign exchange dealings,

8) issuing bank securities,

9) taking into deposit valuables and securities, and making safe depositboxes available to customers,

10) purchasing and selling of monetary receivables,

11) performing the functions of a representative bank as stipulated inthe Bonds Law,

12) purchasing and selling foreign exchange values,

13) issuing payment instruments, including cards and performingoperations 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 legalentity and purchasing participatory units and investment certificates ininvestment 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) toread as follows:

"9) providing custody services, including maintaining securitiesaccounts, as well as executing activities related to providing custodyservices,"

6. § 6 item 3 is amended to read as follows:

"3. Activities pursuant to Art. 69 section 2 of the Act on Trading inFinancial 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 financialinstruments,;

2) execution of orders referred to in point 1, on the account of the onbehalf 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 guaranteeagreements or concluding and performing other agreements of a similarnature, 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 issueguarantee agreements or concluding and performing other agreements of asimilar 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 inFinancial Instruments, consisting of:

1) storing or registering financial instruments, including maintainingsecurities accounts, derivatives accounts and omnibus accounts, andmaintaining cash accounts, as well as keeping records of financialinstruments;

2) advising enterprises on capital structure, enterprise strategy orother issues related to such structure or strategy;

3) consulting and other services in the field of mergers, divisions andtakeovers of enterprises;

4) currency exchange, if it is related to brokerage activities to theextent indicated in section 3;

5) preparing investment analyses, financial analyses and other generalrecommendations regarding transactions in financial instruments;

6) provision of additional services related to the emission guaranteeagreement."

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 15January 2015 on bonds."

10. § 8 is amended to read as follows:

"1. In order to perform its statutory activities, the Bank may open andclose down branches and other offices in Poland and abroad.

2. The organizational structure of the Bank shall be set by the Board ofManagement in the Organizational Rules subject to § 22 section 1 lettera) hereof."

11. § 20 is amended to read as follows:

1. The Supervisory Board can pass resolutions provided that at leasthalf of its members are present at the meeting while all the membershave been invited.

2. In exceptional cases, members of the Supervisory Board may passresolutions by casting their votes in writing, with the mediation ofanother member of the Supervisory Board. No votes can be cast in writingon issues added to the agenda in the course of the meeting of theSupervisory Board.

3. The Supervisory Board can pass resolutions in writing or throughtelecommunications. A resolution is valid if all the members of theSupervisory Board were informed of the draft.

4. Resolutions of the Supervisory Board shall be passed by an ordinarymajority of votes and in case of an equal number of votes, the vote ofthe 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 significantaffiliation 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 sellreal estate, a perpetual usufruct or part of real estate and stock andparticipatory shares in companies as well as other fixed assets, if thevalue of the said transactions exceeds 1% of the Bank's own funds asdefined in § 33, as per December 31 of the preceding year. Suchauthorization is not required if such acquisition results fromexecution, bankruptcy, or negotiation procedures, or other settlementswith 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 isobliged 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 performspecific supervisory activities, as well as establish ad hoc orpermanent committees of the Supervisory Board, consisting of members ofthe 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 followingStanding Committees:

1) the Executive Committee, whose authority includes, among others, thefollowing:

a) to exercise regular supervision of the operations of the Bank betweenmeetings of the Supervisory Board;

b) authorizing the Board of Management to acquire, encumber, and sellreal estate, a perpetual usufruct or part of real estate and stock andparticipatory shares in companies as well as other fixed assets, if thevalue of the said transactions exceeds 1% of the Bank's own funds asdefined in § 33, as per December 31 of the preceding year. Suchauthorization is not required if such acquisition results fromexecution, bankruptcy, or negotiation procedures, or other settlementswith 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 isobliged to inform the Executive and Nomination Committee of any suchactivity;

2) the Audit Committee, whose authority includes, among others, thefollowing:

a) to formulate and present recommendations regarding election of entityentitled to audit the financial statements of the Bank by the GeneralMeeting;

b) to recommend approval or rejection of financial statements by theSupervisory Board;

c) to monitor: the financial reporting process, effectiveness ofinternal control and risk management systems, as well as internal auditand financial audit activities ;

d) to recommend to the Supervisory Board acceptance or refusal ofacceptance for appointment and dismissal of a person managing theInternal Audit Department and the Compliance Department;

e) to prepare policies and procedures regarding election of entityentitled to audit financial statements of the Bank, as well as providingby this entity of permitted non-audit services.

3) The Risk Committee, whose authority includes, among others, thefollowing:

a) exercising regular supervision of credit risks, market risks,liquidity risks and non-financial risks, including operational risk, aswell as recommending to approve individual counterparty risk accordingto parameters defined by the Supervisory Board from time to time;

b) to recommend approval or disapproval to the Supervisory Board fortransactions between the Bank and the Members of the Bank's bodies, asprovided 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 theManagement Board, including the setting of relevant amounts,

b) to table opinions concerning approval for Members of the ManagementBoard to engage in competitive activity,

c) issuing recommendations to the Supervisory Board regarding: generalguidelines for the Management Board on the level and structure ofremuneration for the senior management of the Bank and the remunerationpolicy for each category of persons, whose professional activity hasmaterial impact on the Bank's risk profile,

d) monitoring the level and structure of remuneration of the seniormanagement,

e) issuing opinions and monitoring the remuneration policy adopted bythe Bank and assisting the Bank's bodies in matters regardingdevelopment and implementation of this policy,

f) recommending candidates to the Management Board and Supervisory Boardbased on the criteria for suitability of the Management Board andSupervisory Board as a whole and of individual Management Board andSupervisory Board members designated under the Suitability Policy ofmBank, as well as on the diversity criteria for the composition of theManagement Board and Supervisory Board,

g) defining the scope of duties for a candidate for the Management Boardand Supervisory Board and requirements for knowledge and expertise, aswell as assessing the expected time commitment necessary to perform thefunction,

h) effectuating periodic evaluation of a structure, size, compositionand effectiveness of activities of the Management Board and recommendingchanges with this respect to the Supervisory Board;

i) effectuating periodic evaluation of knowledge, competence andexperience of the Management Board as a whole and each of its members,as well as informing the Management Board about the results of thisevaluation.

5) The IT Committee, whose authority includes, among others, thefollowing:

a) to exercise regular supervision of the IT and IT security of the Bankbetween meetings of the Supervisory Board;

b) to analyse the periodic reports for the Supervisory Board regardingIT and IT security;

c) to present to the Supervisory Board conclusions from the analysis ofthe periodic reports on IT and IT security.

4.The Audit Committee shall include at least three members, however atleast one member of the Audit Committee shall have knowledge and skillsin accounting or audits of financial statements. Majority of members ofthe Audit Committee, including its Chairman, shall be IndependentSupervisory 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 representsthe Bank, including decisions regarding the acquisition, encumbering ordisposal 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 Boardof Management. The responsibilities of the President include, amongothers:

1) heading the Board of Management,

2) representing the Bank,

3) issuing internal regulations and instructions, rules, and otherprovisions that regulate the Bank's activities, however if required by aprovision of law or internal regulation of the Bank, such internalregulations and instructions, rules, and other provisions should bebased on a prior resolution of the Board of Management with this respect,

4) division of competences among the Management Board Members, based ona resolution of the Board of Management, however no resolution with thisrespect can be passed without the consent of the President of the Boardof Management and it requires approval from the Supervisory Board,

5) division of powers between the Managing Directors on the basis of aresolution of the Management Board, where such a resolution may not beadopted 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 ninemillion eight hundred sixty thousand six hundred sixty eight) and isdivided into 42,465,167 (forty two million four hundred sixty fivethousand one hundred sixty seven) registered and bearer shares with anominal 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 securingthe success of the share issue,"Attached to this report isa unified text of the By-laws of mBank S.A.,including theabove-mentioned changes.