The Management Board of mBank S.A. announces the content of resolutions adopted by the Annual General Meeting of mBank S.A. held on 24 March 2016: Resolution no. 1 of the 29th Annual General Meeting of mBank S.A. dated 24 March 2016

Current Report |

Drafted on:

24.03.2016

Current report No

23/2016

Abbreviated issuer&rsquo|s name

mBank

Contents: |

The Management Board of mBank S.A. announces the content of resolutions adopted by the Annual General Meeting of mBank S.A. held on 24 March 2016: Resolution no. 1 of the 29th Annual General Meeting of mBank S.A. dated 24 March 2016

Resolution No. 1

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

 |

Re.: Approval of the Management Board Report on the Business of mBank S.A. for 2015 and the Financial Statements of mBank S.A. for 2015

Pursuant to §| 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

 |

§| 1

The Management Board Report on the Business of mBank S.A. for 2015 and the audited Financial Statements of mBank S.A. for 2015 comprising of:

 |

a) Income Statement for the accounting year from 1 January to 31 December 2015 showing
a net profit of PLN 1 271 449 thousand,

 |

b) Statement of Comprehensive Income for the accounting year from 1 January to 31 December 2015 showing a total comprehensive income of PLN 1 155 226 thousand,

 |

c) Statement of Financial Position as at 31 December 2015 showing total assets and total liabilities &| equity of PLN 118 795 306 thousand,

 |

d) Statement of Changes in Equity for the accounting year from 1 January to 31 December 2015 showing an increase of equity by PLN 1 675 533 thousand,

 |

e) Statement of Cash Flows for the accounting year from 1 January to 31 December 2015 showing a net increase in cash and cash equivalents by PLN 2 151 129 thousand,

 |

f) Explanatory notes to the Financial Statements,

 |

are approved.

 |

§| 2

This Resolution comes into effect on the day of its adoption

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.
Total number of valid votes: 34,127,986 including:
votes &ldquo|for&rdquo|: 34,111,605,
votes "|against"|: 0,
abstentions: 16,381.

Resolution No. 2

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

§| 1

The General Meeting of Shareholders of mBank S.A. decides not to perform the division of the undivided profits from previous years, amounting to PLN 1,223,305,322.12.

 |

§| 2

This Resolution shall come into force on the date of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.
Total number of valid votes: 34,127,986 including:
votes &ldquo|for&rdquo|: 34,111,985,
votes "|against"|: 0,
abstentions: 1.

 |

Resolution No. 3

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Re.: Division of the 2015 net profit

 |

Pursuant to §| 11 letter b) of the By-laws of mBank S.A., it is resolved as follows:

 |

§| 1

The net profit earned by mBank S.A. in 2015, amounting to PLN 1,271,449,406.95 shall be allocated: in the amount of PLN 30,000,000.00 - to the general banking risk reserve of mBank S.A.

 |

The remaining part of profit in the amount of PLN 1,241,449,406.95 is left undivided.

§| 2

This Resolution shall come into force on the date of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,111,986,

votes "|against"|: 0,

abstentions: 0.

 |

Resolution No. 4

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Cezary Stypułkowski, President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

Resolution No. 5

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

Resolution No. 6

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

 |

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

Resolution No. 7

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

 |

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

 |

Resolution No. 8

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

 |

Resolution No. 9

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

Resolution No. 10

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 34,110,582,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

Resolution No. 11

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

§|1

1. In relation to resignation of Mr. Stefan Schmittmann from the post of a Member of the Supervisory Board as of 31 December 2015, the General Meeting of mBank S.A. approves the election on 10 December 2015 of Mr. Marcus Chromik for the post of a Member of the Supervisory Board for the period starting from 1 January 2016.

2. The General Meeting judges that Mr. Marcus Chromik possesses knowledge, skills and experience adequate for fulfilling his function and duties entrusted to him and guarantees the proper fulfilment of these duties.

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,986 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,986 including:

votes &ldquo|for&rdquo|: 31,930,742,

votes "|against"|: 194,248,

abstentions: 2,002,996.

Resolution No. 12

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Maciej Leśny, Chairman of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

 |

Resolution No. 13

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Andre Carls, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

Resolution No. 14

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Thorsten Kanzler, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

 |

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 34,110,581,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

 |

Resolution No. 15

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Martin Blessing, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

 |

Resolution No. 16

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Wiesław Thor, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

Resolution No. 17

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mrs. Teresa Mokrysz, Member of the Supervisory Board of the Bank, is given the vote of discharge of her duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

Resolution No. 18

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Waldemar Stawski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,011,604,

votes "|against"|: 0,

abstentions: 1,116,381.

 |

Resolution No. 19

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Marek Wierzbowski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,011,604,

votes "|against"|: 0,

abstentions: 1,116,381.

Resolution No. 20

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Stephan Engels, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 34,110,581,

votes "|against"|: 1,023,

abstentions: 16,381.

 |

 |

Resolution No. 21

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

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 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 33,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |

Resolution No. 22

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mrs. Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board, is given the vote of discharge of her duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

 |

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 34,111,604,

votes "|against"|: 0,

abstentions: 16,381.

Resolution No. 23

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

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:

 |

§| 1

Mr. Stefan Schmittmann, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2015.

 |

§| 2

This Resolution comes into effect on the day of its adoption.

The number of shares from which valid votes were cast: 34,127,985 shares, which accounts for 80.80% of the share capital.

Total number of valid votes: 34,127,985 including:

votes &ldquo|for&rdquo|: 34,010,581,

votes "|against"|: 1,023,

abstentions: 1,116,381.

 |