| The Management Board of mBank S.A. announces the drafts of resolutions that will be discussed at the Annual General Meeting of mBank S.A. on 30 March 2017 Resolution No. |1 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Approval of the Management Board Report on the Business of mBank S.A. and the Financial Statements of mBank S.A. for 2016 | | Pursuant to §| |11 |letter a) of the By-laws of mBank S.A., it is resolved as follows: The Management Board Report on the Business of mBank S.A. and the audited Financial Statements of mBank S.A. for 2016 comprising of: Income Statement for the accounting year from 1 January to 31 December 2016 showing a net profit of PLN 1 |219 339 thousand, Statement of Comprehensive Income for the accounting year from 1 January to 31 December 2016 showing a total comprehensive income of PLN 772 |214 thousand, Statement of Financial Position as at 31 December 2016 showing total assets and total liabilities &| equity of PLN 128 |215 |265 thousand, Statement of Changes in Equity for the accounting year from 1 January to 31 |December 2016 showing an increase of equity by PLN 781 |456 thousand, Statement of Cash Flows for the accounting year from 1 January to 31 |December 2016 showing a net increase in cash and cash equivalents by PLN 8 |107 |630 thousand, Explanatory notes to the Financial Statements, are approved. | This Resolution comes into effect on the day of its adoption.
Resolution No. |2 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Division of the 2016 net profit Pursuant to §| |11 |letter b) of the By-laws of mBank S.A., it is resolved as follows: The net profit earned by mBank S.A. in 2016, amounting to PLN |1,219,339,249.57 shall be | | allocated: in the amount of PLN 20,000,000.00 |- to the general banking risk reserve of mBank S.A. | The remaining part of profit in the amount of PLN 1,199,339,249.57 is left undivided. | | This Resolution shall come into force on the date of its adoption. |
Resolution No. |3 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Division of the undivided profits from previous years Pursuant to §| |11 |letter b) of the By-laws of mBank S.A., it is resolved as follows: | The undivided profits from previous years, amounting to PLN |2,761,505,904.92 shall be allocated to the supplementary capital of mBank S.A. | This Resolution shall come into force on the date of its adoption.
Resolution No. |4 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Cezary Stypułkowski, President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |5 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mrs. Lidia Jabłonowska-Luba, Vice-President of the Management Board of the Bank, is given the vote of discharge of her duties for the financial year 2016. | This Resolution comes into effect on the day of its adoption. |
Resolution No. |6 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Przemysław Gdański, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. |
Resolution No. 7 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: | Mr. Hans Dieter Kemler, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. | | | | | | | | | | | This Resolution comes into effect on the day of its adoption.
Resolution No. |8 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Jarosław Mastalerz, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. | Resolution No. |9 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Cezary Kocik, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. Resolution No. |10 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Jö|rg Hessenmü|ller, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016, for the period between 1 January 2016 and 30 June 2016. This Resolution comes into effect on the day of its adoption. Resolution No. |11 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A. | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Christoph Heins, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2016, for the period between 1 July 2016 and 31 December 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |12 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft Re.: Approval of election to the Supervisory Board, on the basis of §| 19 section 3 of the By-laws of mBank S.A. | Pursuant to §| |19 |item 3 of the By-laws of mBank S.A., it is resolved as follows: | | In relation to resignation of Mr. Martin Blessing from the post of a Member of the Supervisory Board as of 30 April 2016, the General Meeting of mBank S.A. approves the election on 24 March 2016 of Mr. Ralph Michael Mandel for the post of a Member of the Supervisory Board for the period starting from 1 May 2016. The General Meeting judges that Mr. Ralph Michael Mandel possesses knowledge, skills and experience adequate for fulfilling his function and duties entrusted to him and guarantees the proper fulfilment of these duties. | | This Resolution comes into effect on the day of its adoption.
Resolution No. |13 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft Re.: Approval of election to the Supervisory Board, on the basis of §| 19 section 3 of the By-laws of mBank S.A. | Pursuant to §| |19 |item 3 of the By-laws of mBank S.A., it is resolved as follows: | | In relation to resignation of Mr. Martin Zielke from the post of a Member of the Supervisory Board as of 15 December 2016, the General Meeting of mBank S.A. approves the election on 15 December 2016 of Mr. Jö|rg Hessenmü|ller for the post of a Member of the Supervisory Board for the period starting from 16 December 2016. The General Meeting judges that Mr. Jö|rg Hessenmü|ller possesses knowledge, skills and experience adequate for fulfilling his function and duties entrusted to him and guarantees the proper fulfilment of these duties. | | This Resolution comes into effect on the day of its adoption.
Resolution No. |14 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Maciej Leśny, Chairman of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. |Resolution No. |15 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Andre Carls, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |16 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Thorsten Kanzler, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. | |
Resolution No. |17 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Martin Blessing, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016, for the period between 1 January 2016 and 30 April 2016. This Resolution comes into effect on the day of its adoption. | | | | | | | |
Resolution No. |18 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Wiesław Thor, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |19 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mrs. Teresa Mokrysz, Member of the Supervisory Board of the Bank, is given the vote of discharge of her duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. |
Resolution No. |20 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Waldemar Stawski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. |
Resolution No. |21 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Marek Wierzbowski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |22 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Stephan Engels, Member of the Supervisory Board (Deputy Chairman of the Supervisory Board from 16 December 2016), is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |23 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Martin Zielke, Deputy Chairman of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2016, for the period between 1 January 2016 and 15 December 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |24 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mrs. Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board, is given the vote of discharge of her duties for the financial year 2016. This Resolution comes into effect on the day of its adoption.
Resolution No. |25 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A. | | Pursuant to §| |11 |letter c) of the By-laws of mBank S.A., it is resolved as follows: Mr. Marcus Chromik, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2016. This Resolution comes into effect on the day of its adoption. Resolution No. |26 of XXX Ordinary General Meeting of mBank S.A. dated 30 March 2017 Draft | | Re.: Vote o |