Abak Spolka Akcyjna

Registration Form • Apr 14, 2023

Court's registration of amendments to the By-laws of mBank S.A.TheManagement Board of mBank S.A. (Bank) announces that on 14 April 2023,the District Court for the capital city of Warsaw, 13th CommercialDivision of the National Court Register _quot;Registry Court_quot;, registeredamendments to the By-laws of mBank S.A. arising from Resolution No. 21,adopted by the 36th Annual General Meeting of mBank S.A. on 30 March2023.

The registration concerns the following amendments to the By-laws of theBank:

1. In § 17 items 1 and 2 are changed and they read as follows:

"1. The Supervisory Board shall be composed of not less than fivemembers elected by the General Meeting. Members of the Supervisory Boardshall possess knowledge, skills and experience adequate for fulfillingtheir function and duties entrusted to them and shall guarantee theproper fulfilment of these duties. At least half of the members of theSupervisory Board, including the Chairman, shall hold Polishcitizenship, permanently reside in Poland, speak Polish and haveexperience on the Polish market which can be used in supervision of theBank.

2. Members of the Supervisory Board are appointed for a joint term ofoffice of 3 (three) years. The term of office is calculated in financialyears (the first financial year of the term of office is each time thefinancial year in which the performance of the function began, even ifit would not commence at the beginning of this financial year). Themandate of a member of the Supervisory Board shall expire no later thanon the date of the General Meeting approving the financial statementsfor the last full financial year of performing the function of a memberof the Supervisory Board."

2. In § 22 item 3 point 1) is changed and it reads as follows:

"1. the Executive Committee, whose authority includes, among others, thefollowing:

a) to exercise regular supervision of the operations of the Bank betweenmeetings of the Supervisory Board;

b) authorizing the Board of Management to acquire, encumber, and sellreal estate, a perpetual usufruct or part of real estate and stock andparticipatory shares in companies as well as other fixed assets, if thevalue of the said transactions exceeds 1% of the Bank's own funds asdefined in § 33, as per December 31 of the preceding year. Suchauthorization is not required if such acquisition results fromexecution, bankruptcy, or negotiation procedures, or other settlementswith the Bank's debtors, or in the case of sale of assets so acquired.In the case of such acquisitions, resulting from execution, bankruptcy,or negotiation procedures, or other settlements with the Bank's debtors,or in the case of sale of assets so acquired, the Board of Management isobliged to inform the Executive and Nomination Committee of any suchactivity."

3. In § 22 item 3 point 4) is changed and it reads as follows:

"4.The Remuneration and Nomination Committee, whose authority includes,among others, the following:

a) to review principles and amounts of remuneration of Members of theManagement Board, including the setting of relevant amounts,

b) to table opinions concerning approval for Members of the ManagementBoard to engage in competitive activity,

c) issuing recommendations to the Supervisory Board regarding: generalguidelines for the Management Board on the level and structure ofremuneration for the senior management of the Bank and the remunerationpolicy for each category of persons, whose professional activity hasmaterial impact on the Bank's risk profile,

d) monitoring the level and structure of remuneration of the seniormanagement,

e) issuing opinions and monitoring the remuneration policy adopted bythe Bank and assisting the Bank's bodies in matters regardingdevelopment and implementation of this policy,

f) recommending candidates to the Management Board and Supervisory Boardbased on the criteria for suitability of the Management Board andSupervisory Board as a whole and of individual Management Board andSupervisory Board members designated under the Suitability Policy ofmBank, as well as on the diversity criteria for the composition of theManagement Board and Supervisory Board,

g) defining the scope of duties for a candidate for the Management Boardand Supervisory Board and requirements for knowledge and expertise, aswell as assessing the expected time commitment necessary to perform thefunction,

h) effectuating periodic evaluation of a structure, size, compositionand effectiveness of activities of the Management Board and recommendingchanges with this respect to the Supervisory Board,

i) effectuating periodic evaluation of knowledge, competence andexperience of the Management Board as a whole and each of its members,as well as informing the Management Board about the results of thisevaluation."

4. § 24 is changed and it reads as follows:

"1. Meetings of the Supervisory Board should be convened as needed, atleast four times in each financial year, once in each quarter of thefinancial year.

2. The meeting of the Supervisory Board is chaired by the Chairman ofthe Supervisory Board. In the event of his absence, the function of thechairman of the meeting is performed by the Deputy Chairman of theSupervisory Board. If neither the Chairman of the Supervisory Board northe Deputy Chairman of the Supervisory Board is present at the meeting,the meetings are chaired by a Supervisory Board member elected by thosepresent at the meeting.

3. Notice of convening the meeting, including the date, time and placeof the meeting, the proposed agenda, as well as the method of usingmeans of direct remote communication during the meeting, shall be sentto the Supervisory Board Members by e-mail at least 14 days before thedate of the meeting. In justified cases, if no Supervisory Board Memberobjects to it, this period may be shortened.

4. During the meeting, the Supervisory Board may also adopt resolutionson matters not included in the proposed agenda, if none of theSupervisory Board Members participating in the meeting objects. If notall members of the Supervisory Board are present at the meeting,information on the adoption of a resolution not included in the proposedagenda shall be immediately communicated to members of the SupervisoryBoard not present at the meeting. A resolution adopted on an issue notincluded in the proposed agenda of the meeting shall be effective if,within 7 days of receiving information on adoption of the resolution,none of the Supervisory Board Members absent at the meeting objects tosuch modification of the agenda of the meeting."

5. § 25 is changed and it reads as follows:

1. The Board of Management is composed of at least three members.Members of the Board of Management shall possess knowledge, skills andexperience adequate for fulfilling their function and duties entrustedto them and shall guarantee the proper fulfilment of these duties. Atleast half of the members of the Management Board, including thePresident of the Management Board, shall hold Polish citizenship,permanently reside in Poland, speak Polish and have experience on thePolish market which can be used in management of the Bank.

2. The Board of Management is composed of the President of the Board ofManagement and other members of the Board of Management. The SupervisoryBoard may entrust members of the Board of Management with the functionof the First Deputy President or a Deputy President of the Board ofManagement.

3. Members of the Management Board are appointed for a term of office of5 (five) years. The term of office is calculated in financial years (thefirst financial year of the term of office is each time the financialyear in which the performance of the function began, even if it wouldnot commence at the beginning of this financial year). The mandate of amember of the Management Board shall expire no later than on the date ofthe General Meeting approving the financial statements for the last fullfinancial year of performing the function of a member of the ManagementBoard.

4. The term of a member of the Board of Management shall also expire inthe case of death, resignation, or recalling of the member from theBoard of Management.

6. In § 26 item 6 is added and it reads as follows:

"6. The obligation to provide the Supervisory Board, without anadditional request, with information about the resolutions of theManagement Board and their subject matter, resulting from Art. 380 [1] §1 point 1 of the Commercial Companies Code, is limited to theresolutions of the Management Board regarding:

1) implementation of long-term (strategic) directions of the Bank'sbusiness development;

2) transactions and other events or circumstances that materially affector may affect the financial position of the Bank, including itsprofitability or liquidity."

7. In § 27 item 2 is changed and it reads as follows:

"2. The appointment of the President of the Management Board and theMember of the Management Board responsible for supervising themanagement of risks relevant to the Bank's operations, is subject toapproval by the Polish Financial Supervision Authority."

8. In § 31a:

1/ item 6 is changed and it reads as follows:

"6. The Internal Audit Department is supervised directly by thePresident of the

Management Board."

and

2/ item 7 is added and it reads as follows:

"7. The Compliance Department is supervised directly by the President ofthe Management Board or Member of the Management Board who - as part ofthe internal division of competences in the Management Board of the Bank- has been assigned competences in the area of compliance risksupervision and, at the same time, no competencies in the area ofsupervision over the management of risks relevant to the Bank'soperations."

Attached to this report is a unified text of the By-laws of mBank S.A.,including the above-mentioned amendments.