Current Report |

Drafted on:

31 March 2014

Current report No

25/2014

Abbreviated issuer&rsquo|s name

mBank

Legal basis

Article 56 section 1 item 2 of the Act on Public Offering - current and periodic information

Contents: |

The Management Board of mBank SA hereby presents draft resolutions that were adopted by at the Annual General Meeting of mBank SA on 31 March 2014: Resolution No 1 of XXVII Annual General Meeting of mBank S.A. of 31 March 2014 on approving the Management Board report of mBank and the financial statements of mBank&rsquo|s for 2013. Pursuant to §| 11 letter a) of Articles of Association of mBank, we hereby resolve the following: §| 1 We hereby approve the Management Report of mBank S.A. as well as the financial statements for the 2013 of mBank S.A. verified by the auditor, comprising the following: a) income statement for the financial year from 1 January to 31 December 2013, showing the net profit of PLN 1,070,306 thousand, b) statement of comprehensive income for the financial year from 1 January to 31 December 2013, showing the comprehensive income of PLN 905,947 thousand, c) statement of financial position prepared as at 31 December 2013, where amount of assets and the amount of liabilities and equity is PLN 100,232,132 thousand, d) statement of changes in equity for the financial year from 1 January to 31 December 2013, showing an increase in equity by PLN 500,426 thousand. e) statement of cash flows for the financial year from 1 January to 31 December 2013 showing the decrease in net cash by PLN 4,152,238 thousand, f) notes to the financial statements. §| 2 This Resolution comes into force on the day of its adoption. Number of shares for which valid votes were cast: 33,639,063 shares, constituting 79.82% of the share capital. The total number of valid votes: 33,639,063, including: votes &ldquo|for&rdquo|: 33,639,061 and votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 2. Resolution No 2 of XXVII Annual General Meeting of mBank S.A. of 31 March 2014 on net profit distribution for 2013 Pursuant to §| 11 letter b) of the Articles of Association of mBank S.A. it is determined as follows: §| 1 the Bank&rsquo|s net profit generated in 2013 amounting to PLN 1,070,305,846 shall be allocated to: 1. in the amount of PLN 91,288,000 to loss carryforwards, 2. in the amount of PLN 716,984,486 to dividends for Bank&rsquo|s shareholders, whereas the dividend per share amounts to PLN 17, 3. in the amount of PLN 50,000,000 to General Risk Fund of the Bank, 4. in the amount of PLN 212,033,360 to supplementary capital of the Bank. §| 2 The Annual General Meeting recommends that the dividend date is determined on 5 May 2014 (dividend date), and the dividend payment date on 19 May 2014 (dividend payment date). §| 3 This Resolution comes into force on the day of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,954, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: Resolution No 3 of XXVII Annual General Meeting of mBank S.A. of 31 March 2014 on vote of approval for the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Cezary Stypułkowski, the President of the Management Board of the Bank is given the vote of approval for the financial year 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 4 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on the vote of approval for the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mrs Lidia Jabłonowska-Lubie , the Vice-President of the Management Board of the Bank is given the vote of approval for the financial year 2013, for the period from 12 April 2013 to 31 December 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 5 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on the vote of approval the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Wiesław Thor, the Vice-President of the Management Board of the Bank is given the vote of approval for the financial year 2013, for the period from 1 January 2013 to 11 April 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 6 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on vote of approval for the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Przemysław Gdański, the Vice-President of the Management Board of the Bank is given the vote of approval for the financial year 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 7 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on vote of approval the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Hans Dieter Kemler, the Vice-President of the Management Board of the Bank is given the vote of approval for the financial year 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 8 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on vote of approval for the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Jarosław Mastalerz, the Vice President of the Management Board of the Bank is given the vote of approval for the financial year 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 9 of XXVII Ordinary General Meeting of mBank S.A. of 31 March 2014 on vote of approval for the Member of the Management Board of mBank S.A. Pursuant to §| 11 letter c) of the Articles of Association of mBank S.A. it is agreed as follows: §| 1 Mr Cezary Kocik, the Vice President of the Management Board of the Bank is given the vote of approval for the financial year 2013. §| 2 Resolution becomes effective on the date of its adoption. Number of shares for which valid votes were cast: 33,668,954 shares, constituting 79.89% of the share capital. The total number of valid votes: 33,668,954, including votes &ldquo|for&rdquo|: 33,668,169, votes &ldquo|against&rdquo|: 0, and &ldquo|abstained&rdquo|: 785 Resolution No 10 of the General Meeting  |