Registration by the court of amendments to the By-laws of mBank S.A.
Registration by the court of amendments to the By-laws of mBank S.A. TheManagement Board of mBank S.A. ("Bank") informs that on April 11, 2025,the Bank received a decision of the District Court for the capital cityof Warsaw in Warsaw, 13th Commercial Division of the National CourtRegister of April 11, 2025, on the basis of which changes to the Bank'sBy-laws were registered, resulting from Resolution No. 23 adopted by theXXXVIII Ordinary General Meeting of mBank S.A. on March 27, 2025.
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. 34/2024. Change in par. 34 ofthe By-laws only reflects the changes described in the report No.34/2024.
After recording the shares in the securities accounts of the eligiblepersons, the Bank's share capital amounts to PLN 169,987,892 and isdivided into 42,485,973 ordinary bearer shares and 11,000 ordinaryregistered shares with a nominal value of PLN 4 each. Each share carriesthe right to one vote during the Annual General Meeting of the Bank. Thetotal number of votes stemming from the Bank's shares amounts to42,496,973.
The registration applies to the following changes to the Bank's By-laws:
1. § 8 item 2 is amended to read as follows:"2. Theorganizational structure of the Bank shall be set by the Board ofManagement in the Organizational Rules subject to § 22 section 1 letterb) hereof."
2. From § 11 item 1 letter n) is deleted in the following wording:"n)election of an entity qualified to audit financial statements of theBank"
3. In § 22 item 1 letters s) and t) are added in the following wording:"s)selection of an audit firm to audit the financial statements of the Bankand the consolidated financial statements of the Bank's capital group,t)selection of an audit firm to attest sustainability reporting of theBank and the Bank's capital group."
4. In § 31 item 1 is amended to read as follows:"1. The annualbalance sheet and profit and loss account are audited by a certifiedauditing firm, elected by the Supervisory Board."
5. § 34 is changed and it reads as follows:"The share capitalamounts to PLN 169.987.892 (one hundred sixty nine million nine hundredeighty seven thousand eight hundred ninety two) and is divided into42.496.973 (forty two million four hundred ninety six thousand ninehundred seventy three) registered and bearer shares with a nominal valueof PLN 4 (four) per share."
6. § 47 is changed and it reads as follows:"Before the annualgeneral meeting, the Bank makes available to shareholders: the annualfinancial report, the Management Board's report, the Supervisory Board'sreport, the report on the audit of the financial statements and thereport on the certification of sustainable development reporting, inaccordance with the provisions applicable in this regard."
Attached to this report is a unified text of the By-laws of mBank S.A.,including the above-mentioned changes.