mBank's share capital amounts to PLN 169,347,928 and is divided into 42,324,982 ordinary bearer shares and 12,000 ordinary registered shares with a nominal value of PLN 4 each.

Commerzbank AG is the majority shareholder of mBank.

As at December 31, 2018, Commerzbank held directly 29,352,897 shares of mBank, which accounted for 69.33% of the share capital and votes at the General Meeting.

Shares accounting for 30.67% 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.

As at December 31, 2018, Nationale-Nederlanden Otwarty Fundusz Emerytalny exceeded the 5% threshold of shares and votes at the General Meeting of mBank. In accordance with the lists of shares of WSE-listed companies held in funds’ portfolios as at the end of 2018, published by open-end pension funds, Nationale-Nederlanden Otwarty Fundusz Emerytalny held 5.00% of mBank shares. Furthermore, AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK held 4.1% of mBank shares, and Otwarty Fundusz Emerytalny PZU – 4.0%.

Shareholder Number of the shares as at the end of 2018 % share in the number of shares and votes
1. Commerzbank AG 29,352,897 69.33%
2. Nationale-Nederlanden Otwarty Fundusz Emerytalny1 2,117,564 5.00%

1Data based on the List of shares of companies listed on the WSE in the portfolio of NN OFE.

On February 4, 2019, the bank received from the Nationale-Nederlanden OFE a notification of a reduction of shares in the company’s shareholding to less than 5% of votes at the General Meeting of mBank.

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.

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 70 thousand corporate clients, multinational companies, financial service providers, and institutional clients. The bank finances more than 30% of Germany’s foreign trade. It is the leader in financing corporate clients in Germany and a major supplier of financial market products.

Commerzbank Group is composed of two business segments: Private and Small Business Customers (Privat- und Unternehmerkunden) and Corporate Clients (Firmenkunden). Comdirect, owned by Commerzbank, is the German market leader in respect of direct banking and online brokerage services. In 2018, Commerzbank generated income of EUR 8.6 billion with approximately 49,000 employees. Commerzbank posted a net result attributable to Commerzbank shareholders of EUR 865 million for 2018.

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 Cerberus (more than 5% of Commerzbank shares) and BlackRock (less than 5% of Commerzbank shares). The remaining institutional investors hold about 55% of shares in free float.

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