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mBank’s share capital amounts to PLN 169,248,488 and is divided into 42,312,122 registered and bearer shares with a nominal value of PLN 4 each.

Commerzbank AG is the majority shareholder of mBank.

As at December 31, 2017, Commerzbank held directly 29,352,897 shares of mBank, which accounted for 69.4% of the share capital and votes at the General Meeting.

Shares accounting for 30.63% of mBank shares were in free float. These shares are held by institutional investors, in particular Polish pension funds and Polish and foreign investment funds, as well as individual investors. Nationale-Nederlanden Otwarty Fundusz Emerytalny exceeded the 5% threshold of shares and votes at the General Meeting. According to open pension funds lists of shares of companies listed on the WSE in fund portfolios at the end of 2017, Nationale-Nederlanden Otwarty Fundusz Emerytalny held 5.03% of mBank shares. The third largest shareholder of mBank was AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK, which held 4.53% of mBank shares.

Pursuant to the By-laws of mBank, each share gives the right to one vote at the General Meeting. There are no preferred shares. The control rights of Commerzbank AG as the parent entity of mBank are a result of the number of shares held, their percentage share in the equity, and the number of votes at the General Meeting of mBank.

The By-laws of mBank do not impose any limitations on the exercise of the voting right. There are no provisions which would separate the equity rights attached to securities from the holding of securities. Furthermore, there are no limitations on the transfer of the property right to securities issued by the bank.

Data on the basis of Lists of shares of stock listed companies in the portfolios of Polish pension funds: NN OFE and OFE AVIVA BZ WBK (OFE) at the end of 2017.

Information on the majority shareholder

The strategic shareholder of mBank, Commerzbank AG, is a leading German bank with a history dating back to 1870. It provides services to private and corporate customers.

Commerzbank holds branches and offices in almost 50 countries. The main markets for Commerzbank are Germany and Poland. There are about 1,000 branches in the branch network of Commerzbank in Germany. The Bank serves more than 18 million private customers as well as more than 60 thousand corporate clients, multinational companies, financial service providers, and institutional clients. The bank finances more than 30% of Germany’s foreign trade and is the leader in financing corporate clients in Germany and providing financial market products. Commerzbank Group is composed of two business segments: Private and Small Business Customers as well as Corporate Clients. Comdirect, owned by Commerzbank, is the German market leader in respect of direct banking and online brokerage services. In 2017, Commerzbank generated gross revenues of 9.2 billion Euros with approximately 49.3 thousand employees.

The German government, currently the largest shareholder of Commerzbank, holds a 15% stake in the share capital through Germany’s Financial Market Stabilisation Fund (SoFFin). The largest institutional investors are BlackRock and Cerberus. Each of them holds more than 5% of Commerzbank’s shares. The remaining institutional investors hold about 50% of shares in free float.

Internal control and risk management systems with regard to the process of preparing financial statements of mBank

Principles of appointing and dismissing Management Board Members