mBank S.A.

AGM Information • Mar 31, 2022

Resolution No. 1 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Approval of the Management Board Report on the Business of mBank Group, including the Management Board Report on the Business of mBank S.A., for 2021

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

§ 1

The Management Board Report on Performance of mBank S.A. Group in 2021 (including Management Board Report on Performance of mBank S.A.) for the period between 1 January 2021 and 31 December 2021, is approved.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18 % of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,484,390,

"against" votes: 0,

"abstain" votes: 44,781.

Resolution No. 2 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Approval of the Financial Statements of mBank S.A. for 2021

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

§ 1

The audited Financial Statements of mBank S.A. for the year 2021 comprising of:

• a) Income Statement for the period from 1 January to 31 December 2021 showing a net loss of PLN 1 215 353 thousand,
• b) Statement of Comprehensive Income for the period from 1 January to 31 December 2021 showing a total comprehensive net loss of PLN 3 096 428 thousand,
• c) Statement of Financial Position as at 31 December 2021 showing total assets and total liabilities & equity of PLN 191 873 819 thousand,
• d) Statement of Changes in Equity for the period from 1 January to 31 December 2021 showing a decrease of equity by PLN 3 085 869 thousand,
• e) Statement of Cash Flows for the period from 1 January to 31 December 2021 showing a net increase in cash and cash equivalents by PLN 8 227 473 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: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,484,390,

"against" votes: 0,

"abstain" votes: 44,781.

Resolution No. 3 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Coverage of the 2021 loss

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

§ 1

The net loss suffered by mBank S.A. in 2021, amounting to PLN 1 215 353 334.02 is covered from the Bank's supplementary capital.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171 including:

"for" votes: 36,529,170,

"against" votes: 0,

"abstain" votes: 1.

Resolution No. 4 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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 2 098 480 869.01.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,529,170,

"against" votes: 0,

"abstain" votes: 1.

Resolution No. 5 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 6 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 7 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Adam Pers, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 8 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Krzysztof Dąbrowski, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 9 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Andreas Böger, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 10 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Marek Lusztyn, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2021

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,478,521,

"against" votes: 0,

Resolution No. 11 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Approval of election to the Supervisory Board, on the basis of § 19 section 3 of the Bylaws 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 Mrs. Sabine Schmittroth from the post of a Member of the Supervisory Board effective as of the end of 24 March 2021, the General Meeting of mBank S.A. approves the election on 24 March 2021 of Mr. Arno Walter for the post of a Member of the Supervisory Board for the period starting from 25 March 2021.
• 1. The General Meeting judges that Mr. Arno Walter possesses necessary knowledge, skills and experience required to fulfil the duties of a Member of the Supervisory Board 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: 36,529,171 shares, which accounts for 86,18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 33,193,251,

"against" votes: 17,918,

"abstain" votes: 3,318,002.

Resolution No. 12 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Approval of election to the Supervisory Board, on the basis of § 19 section 3 of the Bylaws 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. Jörg Hessenmüller from the post of a Member of the Supervisory Board effective as of the end of 30 September 2021, the General Meeting of mBank S.A. approves the election on 25 October 2021 of Mr. Armin Barthel for the post of a Member of the Supervisory Board for the period starting from 25 October 2021.
• 1. The General Meeting judges that Mr. Armin Barthel possesses necessary knowledge, skills and experience required to fulfil the duties of a Member of the Supervisory Board 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: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 33,061,077,

"against" votes: 150,093,

"abstain" votes: 3,318,001.

Resolution No. 13 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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, Chairwoman of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 35,946,018.

"against" votes: 524,503,

Resolution No. 14 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Sabine Schmittroth, Member of the Supervisory Board, is given the vote of discharge of her duties for the financial year 2021, for the period between 1 January and 24 March 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 35,946,018,

"against" votes: 524,503,

Resolution No. 15 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Bettina Orlopp, Member of the Supervisory Board until 30 September 2021 and Deputy-Chairwoman of the Supervisory Board from 1 October 2021, is given the vote of discharge of her duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18 % of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,349,009,

"against" votes: 121,512,

Resolution No. 16 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Marcus Chromik, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,362,012,

"against" votes: 108,509,

Resolution No. 17 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Jörg Hessenmüller, Deputy-Chairman of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2021, for the period between 1 January and 30 September 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 35,946,018,

"against" votes: 524,503,

Resolution No. 18 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Tomasz Bieske, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2021.

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for XX.XX% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 35,946,018,

"against" votes: 524,503,

Resolution No. 19 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Mirosław Godlewski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for XX.XX% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 35,946,018,

"against" votes: 524,503,

Resolution No. 20 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Aleksandra Gren, Member of the Supervisory Board of the Bank, is given the vote of discharge of her duties for the financial year 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,170, including:

"for" votes: 36,470,520,

"against" votes: 0,

Resolution No. 21 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Arno Walter, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2021, for the period between 25 March and 31 December 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital. Total number of valid votes: 36,529,171, including: "for" votes: 36,470,521, "against" votes: 0, "abstain" votes: 58,650.

Resolution No. 22 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

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. Armin Barthel, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2021, for the period between 25 October and 31 December 2021.

§ 2

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

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,470,520,

"against" votes: 0,

Re.: Approval of the Consolidated Financial Statements of mBank Group for 2021

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

§ 1

The audited consolidated financial statements of the mBank Group for the year 2021 comprising of:

• a) Consolidated Income Statement for the period from 1 January to 31 December 2021 showing a net loss of PLN 1 178 813 thousand,
• b) Consolidated Statement of Comprehensive Income for the period from 1 January to 31 December 2021 showing a total comprehensive net loss of PLN 2 967 702 thousand,
• c) Consolidated Statement of Financial Position as at 31 December 2021 showing total assets and total liabilities & equity of PLN 199 538 885 thousand,
• d) Consolidated Statement of Changes in Equity for the period from 1 January to 31 December 2021 showing a decrease of capital by PLN 2 957 151 thousand,
• e) Consolidated Statement of Cash Flows for the period from 1 January to 31 December 2021 showing a net increase in cash and cash equivalents by PLN 8 301 202 thousand,
• f) Explanatory notes to the Consolidated 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: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,484,390,

"against" votes: 0,

"abstain" votes: 44,781.

Resolution No. 24 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Amendments to the By-laws of mBank S.A.

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

§ 1

The following amendments are made to the By-laws of the Bank:

1. In § 6 item 5 is changed and it reads as follows:

"The Bank may perform, or act as an intermediary in the performance of, activities indicated in section 1 and 2, for banks, credit institutions, financial institutions, lending institutions or affiliates, providing that those activities are included in the scope of activities of the commissioning entity."

2. In § 11 item 2 is added and it reads as follows:

"2. Acquisition and disposal of real property, perpetual usufruct, or of an interest therein shall not require a resolution of the General Meeting."

3. § 30b is changed and it reads as follows:

"§ 30b

• 1. The Bank's internal legislation shall be issued in the form of:
• a) strategies by the Management Board or the Management Board and the Supervisory Board,
• b) policies by the standing committees, appointed on the basis of § 8a section 3, Management Board or Management Board and Supervisory Board,
• c) regulations by the President of the Management Board,
• d) circular letters by the Management Board Members, Managing Directors or directors of organisational units of the Bank,
• e) organisational rules of organisational units of the Bank by the Management Board Members or Managing Directors,

• f) work procedures by the Management Board Members, Managing Directors or directors of organizational units of the Bank.

• Detailed rules of issuing internal legislation of the Bank are specified in a relevant regulation on internal legislation."

4. § 34 is changed and it reads as follows:

"§ 34

The share capital amounts to PLN 169,539,536 (one hundred sixty nine million five hundred thirty nine thousand five hundred thirty six) and is divided into 42.384.884 (forty two million three hundred eighty four thousand eight hundred eighty four) registered and bearer shares with a nominal value of PLN 4 (four) per share."

§ 2

On the basis of Article 430(5) of the Code of Commercial Companies, the Supervisory Board of the Bank is hereby authorized to determine the consolidated text of the amended By-laws of the Bank.

§ 3

The Resolution comes into force on the day of its adoption with effect as of the date of registration of the amendments to the By-laws of the Bank into the register of entrepreneurs of the National Court Register, according to Article 430(1) of the Code of Commercial Companies.

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 30,996,246,

"against" votes: 5,532,923,

"abstain" votes: 2.

Resolution No. 25 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Stance of shareholders of mBank S.A. concerning appraisal of functioning of remuneration policy regarding members of the Management Board and persons holding key positions at mBank S.A.

Pursuant to § 28 section 4 of the Corporate Governance Principles for Supervised Institutions adopted in Resolution No. 218/2014 of the Polish Financial Supervision Authority of 22 July 2014, it is resolved as follows:

§ 1

Upon considering the assessment of functioning of the remuneration policy at mBank S.A. in 2021 presented by the Supervisory Board of mBank S.A. included in the Report of the Supervisory Board of mBank S.A. on its activities in 2021, the General Meeting of mBank S.A. judges that the remuneration policy regarding members of the Management Board and persons holding key positions at mBank S.A. contributes to the development and security of the operations of the Bank.

§ 2

This resolution comes into force on the date of its adoption.

The number of shares from which valid votes were cast: 36,529,171 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,171, including:

"for" votes: 36,484,390,

"against" votes: 0,

"abstain" votes: 44.781.

Resolution No. 26 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Approval of the "Policy for the Assessment of Qualifications (Suitability), Appointment and Dismissal of Members of the Bank's Body at mBank S.A. and Brokerage Office authorities"

Pursuant to the European Banking Authority (EBA) Guidelines to assess the suitability of members of management bodies and key function holders dated 2 July 2021 and on the basis of § 57 section 2 in relation to § 81 of the Ordinance of the Minister of Finance dated 29 May 2018 on detailed technical and organisational conditions for investment firms, banks, mentioned in art. 70 section 2 of the act on trading of financial instruments, as well as fiduciary banks, it is resolved as follows:

§1

The General Meeting of Shareholders of mBank S.A. approves the "Policy for the Assessment of Qualifications (Suitability), Appointment and Dismissal of Members of the Bank's Body at mBank S.A. and Brokerage Office authorities" (the Policy).

§ 2

The General Meeting of Shareholders of mBank S.A. authorises the Supervisory Board of mBank S.A. to perform any necessary changes to the content of the Policy, in the period between the day of closing the assembly of the General Meeting of Shareholders of mBank S.A. until the day of the next General Meeting of Shareholders of mBank S.A. Each amendment performed by the Supervisory Board of mBank S.A. on the basis of this authorisation, shall require approval of the next General Meeting of Shareholders of mBank S.A.

§ 3

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

The number of shares from which valid votes were cast: 36.529.170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,170, including:

"for" votes: 36,529,169,

"against" votes: 0,

"abstain" votes: 1.

Resolution No. 27 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Assessment of suitability of members of the Supervisory Board and assessment of adequacy of internal regulations of mBank S.A. regarding functioning of the Supervisory Board and its effectiveness

In accordance with the European Banking Authority (EBA) Guidelines to assess the suitability of members of management bodies and key function holders dated 2 July 2021 and the Methodology of suitability of members of bodies of entities supervised by the Polish Financial Supervision Authority, issued by the Authority of the Financial Supervision Commission in January 2020, as amended, as well as on the basis of recommendation 8.9 of the Recommendation Z of the Polish Financial Supervision Authority regarding rules for corporate governance in banks, it is resolved as follows:

§1

The General Meeting of Shareholders of mBank S.A. assesses that in the period between the closing of the last General Meeting of Shareholders of mBank S.A., that is from 24 March 2021 until the day this resolution is adopted, members of the Supervisory Board of mBank S.A. in the composition:

Mrs. Agnieszka Słomka-Gołębiowska, Chairwoman of the Supervisory Board;

Mrs. Bettina Orlopp, Member of the Supervisory Board until 30 September 2021 and Deputy-Chairwoman of the Supervisory Board from 1 October 2021;

Mr. Marcus Chromik, Member of the Supervisory Board;

Mr. Jörg Hessenmüller, Deputy Chairman of the Supervisory Board performing functions until 30 September 2021;

Mr. Tomasz Bieske, Member of the Supervisory Board;

Mr. Mirosław Godlewski, Member of the Supervisory Board;

Mrs. Aleksandra Gren, Member of the Supervisory Board;

Mrs. Sabine Schmittroth, Member of the Supervisory Board performing functions until 24 March 2021;

Mr. Arno Walter, Member of the Supervisory Board performing functions from 25 March 2021; Mr. Armin Barthel, Member of the Supervisory Board performing functions from 25 October 2021;

each of them have met the individual criteria of suitability of a member of the Supervisory Board.

§ 2

The General Meeting of Shareholders of mBank S.A. assesses that in the period between the closing of the last General Meeting of Shareholders of mBank S.A., that is from 24 March 2021 until the day this resolution is adopted, the Supervisory Board of mBank S.A. has met the collective criteria of suitability.

On the basis of the self-assessment of the Supervisory Board included in the Report of the Supervisory Board of mBank S.A. on its activities in 2021, the General Meeting of Shareholders of mBank S.A., evaluates positively the adequacy of internal regulations of mBank S.A. regarding functioning of the Supervisory Board, that is the By-laws and the Rules of the Supervisory Board of mBank S.A. as well as the effectiveness of operation of the Supervisory Board.

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

The number of shares from which valid votes were cast: 36.529,170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36.529,170, including:

"for" votes: 36.529,169,

"against" votes: 0,

"abstain" votes: 1.

Resolution No. 28 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Opinion of the General Meeting of mBank S.A. on Report on remuneration of Members of Management Board and Supervisory Board of mBank S.A.

On the basis of Article 90g. 6 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies ("the Act") and art. 395 § 2[1] of the Code of Commercial Companies, it is hereby resolved as follows:

§ 1

1. General Meeting of mBank S.A., after familiarizing itself with the Report on remuneration of Members of Management Board and Supervisory Board prepared by the Supervisory Board of mBank S.A. for 2021 on the basis of Article 90 of the Act (Report) and assessed by a statutory auditor - Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością spółka komandytowa, expresses a positive opinion regarding the Report.

2. General Meeting of mBank S.A. does not submit comments to the Report.

§ 2

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

The number of shares from which valid votes were cast: 36.529,170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36.529,170, including:

"for" votes: 33,319,088,

"against" votes: 3,210,081,

"abstain" votes: 1.

Resolution No. 29 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Amendments to the resolution no 32 of the XXXIII Ordinary General Meeting of mBank S.A. dated 27 March 2020 regarding appointment of the Statutory Auditor to audit the Financial Statements of mBank S.A. and Consolidated Financial Statements of mBank Group for years 2020-2022

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

§ 1

The Ordinary General Meeting of mBank S.A. amends the the resolution no 32 of the XXXIII Ordinary General Meeting of mBank dated 27 March 2020 regarding Appointment of the Statutory Auditor to audit the Financial Statements of mBank S.A. and Consolidated Financial Statements of mBank Group for years 2020-2022, in such manner that§ 1 of the resolution is changed and it reads as follows: .

The General Meeting of Shareholders of mBank S.A. appoints Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością spółka komandytowa as the Statutory Auditor to audit the Financial Statements of mBank S.A. and the Consolidated Financial Statements of mBank Group for years 2020-2021.

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

The number of shares from which valid votes were cast: 36.529,170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36.529,170, including:

"for" votes: 32,414,431,

"against" votes: 1,603,237,

"abstain" votes: 2,511,502.

Resolution No. 30 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Appointment of the Statutory Auditor to audit the Financial Statements of mBank S.A. and Consolidated Financial Statements of mBank Group for years 2022-2023

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

§1

The General Meeting of Shareholders of mBank S.A. appoints KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k. as the Statutory Auditor to audit the Financial Statements of mBank S.A. and the Consolidated Financial Statements of mBank Group for years 2022-2023.

§ 2

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

The number of shares from which valid votes were cast: 36,529,170 shares, which accounts for 86.18% of the share capital.

Total number of valid votes: 36,529,170, including:

"for" votes: 30,993,356,

"against" votes: 1,609,931,

"abstain" votes: 3,925,883.

Resolution No. 31 of XXXV Ordinary General Meeting of mBank S.A. dated 31 March 2022

Re.: Principles of remuneration of the Members of the Supervisory Board of mBank S.A.

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

§ 1

The monthly remuneration of the Members of the Supervisory Board of the Bank is fixed in the following amounts:

1) Chairman of the Supervisory Board	PLN 21,000;
2) Deputy Chairman of the Supervisory Board	PLN 14,500;
3) Member of the Supervisory Board	PLN 12,000.

§ 2

1. For participation in the Standing Committees appointed by the Supervisory Board, the following monthly remuneration is fixed for the Members of the Supervisory Board:

1) For participation in the first Standing Committee: 50% of the remuneration received by that Member pursuant to § 1;

2) For participation in the second Standing Committee: 25% of the remuneration received by that Member pursuant to § 1.

1. No additional remuneration shall be due in case a Member of the Supervisory Board participates in three or more Standing Committees of the Supervisory Board.

2. Notwithstanding provisions of § 1 and § 2 sections 1 and 2, the Member of the Supervisory Board holding the post of Chairman of the Audit Committee of the Supervisory Board of the Bank shall be entitled to additional remuneration in the amount equal to 80% of the sum of remuneration received by that Member pursuant to § 1 and § 2 section 1 point 1.

§ 3

The resolution no. 50 of the XXX OGM of 30 March 2017 regarding the principles of remuneration of the Members of the Supervisory Board of the Bank is hereby repealed.

§ 4

This Resolution comes into effect on 1 April 2022.

The number of shares from which valid votes were cast: 36,529,170 shares, which accounts for 86.18 % of the share capital.

Total number of valid votes: 36,529,170, including:

"for" votes: 34,952,527,

"against" votes: 3,642,

"abstain" votes: 1,573,001.

Moreover, the XXXV Annual General Meeting of mBank S.A. adopted the following resolutions:

• on electing the Chairman of the Meeting: Gabriel Wujek was elected Chairman of the Annual General Meeting.

The number of shares from which valid votes were cast: 36,529,070 shares, which accounts for 86.18 % of the share capital. Total number of valid votes: 34,956,070, including: "for" votes: 34,956,070, "against" votes: 0, "abstain" votes: 1,573,000.

• on electing the Returning Committee: The Returning Committee was elected in the following composition: 1. Marta Żbikowska-Michalik, 2. Dominik Szepietowski,

• Michał Weinzieher.

The number of shares from which valid votes were cast: 36,529,170 shares, which accounts for 86.18 % of the share capital.

Total number of valid votes: 36,529,170, including: "for" votes: 34,956,170, "against" votes: 0, "abstain" votes: 1,573,000.