AGM Information • Feb 25, 2021
AGM Information
Open in ViewerOpens in native device viewer
The Management Board of mBank S.A. with its registered seat in Warsaw (the "Bank"), acting on the basis of Art. 399 § 1 of the Commercial Companies Code ("CCC") and § 10 of the By-laws of the Bank, hereby convenes an Ordinary General Meeting and in accordance with the wording of Art. 4022 of the CCC presents the following information:
Ordinary General Meeting is to be held at 15:00 hours, 24 March 2021 at the Bank's registered seat in Warsaw, 18 Prosta Street. The following items will be considered at the meeting:
follows:
13) Approval of election to the Supervisory Board, on the basis of § 19 section 3 of the By-laws of mBank S.A.
14)-25) Vote of discharge of duties for Members of the Supervisory Board of mBank S.A.;
29) 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.;
30) Approval of amendments to the "Policy on the assessment of qualifications (suitability) of members of the supervisory body, management body and key functions holders in mBank S.A.";
31) Assessment of suitability of members of the Supervisory Board;
32) 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.;
33) Amendments to the By-laws of mBank S.A. and authorization of the Management Board of mBank S.A. to increase the share capital of mBank S.A. within the limits of the authorized capital without the possibility to divest current shareholders of the pre-emptive right in whole or in part.
9. Information from the Management Board on the status of disputes related to loans indexed to CHF.
10. Closing of the Meeting.
Shareholder(s) of the Bank representing at least 1/20 of the share capital may demand that the specific items be placed in the agenda of the Ordinary General Meeting (the "OGM"). Such demand should be submitted to the Management Board not later than 21 days before the day of the OGM, that is on 3 March 2021 at the latest. The demand should include a justification and/or a draft resolution regarding the proposed item in the agenda. The demand may be submitted in electronic form, in accordance with the rules specified in point 12 hereof.
Shareholder(s) of the Bank representing at least 1/20 of the share capital may submit to the Bank draft resolutions regarding matters introduced to the agenda of the OGM and/or matters which are to be introduced to the agenda before the date of the OGM. The draft resolutions should be submitted in writing and/or by using electronic means, in accordance with the rules specified in point 12 hereof.
Each shareholder may submit draft resolutions regarding matters introduced to the agenda during the OGM.
Shareholder of the Bank may participate in the OGM and exercise his or her voting right in person (in the case of a legal person - through persons authorised to make statements of will) and/or through a proxy. The proxy of a shareholder exercise all rights of the shareholder, unless otherwise provided in the text of the power of attorney. The proxy who may grant further powers of attorney, provided it stems from the granted power of attorney. One proxy may represent more than one shareholder. If the shareholder holds shares entered on more than one securities account, he may appoint a proxy to exercise rights from the shares entered on each of these accounts. If the shareholder holds shares entered on a collective account, he may appoint separate proxys to exercise rights from the shares entered on this account.
A power-of-attorney to participate in the OGM and exercise the voting right should be granted in writing or in electronic form.
The right to represent a shareholder who is not a natural person shall be set out in an excerpt from a relevant register (or its copy) or a series of powers of attorney presented when drawing up the list of attendance. The person(s) who appoint (s) the power of attorney on behalf of a Shareholder who is not a natural person shall be named in the valid copy of a relevant register. It is implied that the written power of attorney confirming the right to represent a Shareholder at the General Meeting is legal and requires no confirmation unless its authenticity or validity arouse doubts of the Chairman of the General Meeting. In such a case, the right is reserved to request that a proxy presents an original document or a copy certified by a notary to be a true copy of the document or other entity entitled to certify that documents are true copies of an excerpt from a relevant register or a series of powers of attorneys to represent the shareholder at OGM.
In the case when any document presented as a proof of granting a power of attorney is prepared in a language other than Polish, then the Bank is provided also with sworn translation into Polish
The Bank publishes the forms used during the proxy voting at the website of the Bank at https://www.mbank.pl/en/investor-relations/general-meeting/. Using the form is not obligatory. The form includes an instruction regarding exercising the voting right by the proxy, however, it does not replace a power of attorney granted to a proxy by a shareholder. The bank will not verify whether or not proxies exercise the voting right in accordance with the instructions they received from mandators.
A shareholder notifies the Bank on granting the authorisation via electronic means by using the e-mail address: [email protected]
Power of attorney granted in the electronic form does not require a digital signature verified by means of a valid qualified certificate.
Notification on granting the power of attorney via electronic means should include name and/or name and surname of the mandator, his or her phone number and e-mail address, as well as name and/or name and surname of the proxy, his or her phone number and e-mail address.
Together with the notification on granting the power of attorney the shareholder provides the Bank with the text of the power of attorney including at least the following data: name and/or name and address of the mandator, name and/or name and surname of the proxy, number and series of the ID or passport of a proxy being an individual, explicit authorisation of the proxy to represent the shareholder at the OGM, number of shares from which the voting right is to be exercised, date of the OGM at which the voting right is to be exercised, date of granting the power of attorney and signature of the shareholder.
Examples of powers of attorneys for participation in the OGM are placed at the Bank's website at: https://www.mbank.pl/en/investor-relations/general-meeting/.
Additionally, if an authorisation has not been granted by an individual, the shareholder provides the Bank, in the notification on granting the authorisation via electronic means, with a scanned excerpt from a register where the shareholder is registered and/or a scan of other document confirming authorisation of persons granting the power of attorney to act on behalf of the shareholder.
If the proxy is not a natural person, the shareholder additionally provides the Bank with a scanned excerpt from a register, in which the proxy is registered and/or a scan of other document confirming the fact of existence of such proxy.
All scanned documents the shareholder presents to the Bank in PDF. Providing the Bank with above-mentioned documents does not exempt the proxy from his or her obligation to present documents helping with his or her identification when an attendance list of shareholders authorised to participate in the OGM is prepared.
In the case of doubts about the authenticity of the aforesaid documents, the Management Board reserves that they can request to present originals of the said documents before the commencement of the Ordinary General Shareholders meeting or their copies certified by a notary or other entity authorized to certify that documents are true copies. If the proxy of a shareholder will not present them, he will not be allowed to participate in the Ordinary General Meeting.
The above-mentioned rules should also be used for notifying the Bank in the electronic form of revoking a power of attorney.
Notification on granting or revoking the power of attorney via electronic form should be sent to the Bank by 2 p.m. on the business day directly preceding the day of the OGM.
The Bank undertakes the appropriate actions in order to identify a shareholder and a proxy in order to verify the validity of a power of attorney granted via electronic means, these actions however, have to be proportionate to the goal. The Bank has, inter alia, the right to contact by phone or via e-mail (indicated in the notification on granting a power of attorney) in order to verify the fact of granting the power of attorney and its scope.
A member of the Management Board, member of the supervisory board, liquidator, employee of the Bank and/or a member of its bodies and/or employee of the Bank's subsidiary, may be a proxy at the OGM. The power of attorney for the above-mentioned persons can authorise to represent only at the OGM. The proxy is obliged to disclose to the shareholder circumstances of possibility of a conflict of interest. Granting further authorisation is excluded. The proxy votes in accordance with instructions given to him or her by the shareholder.
Subject to requirements specified in the preceding paragraph, a shareholder of the Bank may vote as a proxy also when resolutions are adopted regarding his or her responsibility towards the Bank, from any reasons, including granting discharge, releasing form an obligation towards the Bank and a dispute between him or her and the Bank.
The Bank anticipates a possibility to participate in the General Meeting via means of electronic communication. Rules and conditions of participation in the General Meeting via means of electronic communication, as well as manner of communication and exercising of voting rights are specified in the Rules of Participation in a General Meeting of mBank S.A. with the Use of Means of Electronic Communication (the Rules), as attached to this Announcement.
Not later than six (6) days before the date of the General Meeting, that is by 18 March 2021, until 16:00 hours, a shareholder should provide the Bank, at e-mail address: [email protected], with a proper statement along with documents listed in the Rules.
Using the electronic communication shall be possible through a link which shall be sent to a shareholder by the Bank, once his or her authorization is positively verified, on 22 March 2021 at the latest.
In order to participate in a General Meeting remotely with the use of means of electronic communication, participants must have:
Lower bandwidth and older versions of browsers may cause problems or disrupt communication with the General Meeting, delay the stream, or make it impossible to cast votes.
While using the platform, it is suggested that the user should not use any other apps overloading the computer and Internet connection used by the platform.
The Bank does not anticipate a possibility to exercise voting rights via correspondence.
Pursuant to the Article 4061 Article 1 of the CCC, persons who are the Bank's shareholders 16 days before the OGM (the "Record Date"), i.e. on 8 March 2021, shall have the right to participate in the OGM.
The right to participate in the OGM have only the persons being shareholders of the Bank on the Record Date. Those entitled from registered shares and from temporary certificates, as well as pledgees and usufructuaries who have the voting right, are entitled to participate in the OGM, if only they are entered in the book of shares on the Record Date.
At the demand of a person entitled from dematerialised bearer shares, notified not earlier than after the announcement on calling the general meeting, that is not earlier than on 25 February 2021, and not later than on the first working day after the Record Date, that is not later than on 9 March 2021, the entity running the securities account issues a personal certificate confirming the right to participate in the OGM. In relation to the shares registered on a collective account, a certificate of the right to participate in the OGM may be prepared in Polish and/or English language and issued by the holder of that collective account.
The list of those entitled from the bearer shares to participate in the OGM is prepared by the Bank on the basis of a list prepared by the National Deposit of Securities, in accordance with the regulations on a trading in financial instruments.
The National Deposit of Securities prepares the above-mentioned list on the basis of lists passed to it not later than by 12 days before the OGM date by entities entitled to do so in accordance with the regulations on a trading in financial instruments. The basis for preparing such list passed to the National Deposit of Securities are personal certificates confirming the right to participate in the OGM.
In accordance with Art. 407 § 1 of the CCC, three days before the date of the OGM, that is on 19, 22 and 23 March 2021, from 9:00 a.m. to 4:00 p.m., a list of shareholders entitled to participate in the OGM will be presented in the Bank's registered seat.
A shareholder may demand to provide him with a list of shareholders to be sent via e-mail, free of charge, by giving his or her e-mail address at which the list should be sent. The demand should be sent at the e-mail address: [email protected] Within a week before the OGM a shareholder has also the right to demand copies of applications on the matters covered by the agenda of the OGM.
Persons entitled to participate in the OGM will be allowed to receive voting cards on the date of the OGM, in front of the meeting room starting from 11:30 p.m.
In accordance with the wording of Art. 402³ of the CCC information and documentation regarding the OGM will be available at the Bank's website www.mbank.pl starting from the date of calling the OGM.
Information relating to the OGM are available at the Bank's website www.mbank.pl
On the matters related to the OGM, particularly related to:
shareholders may contact the Management Board of the Bank by writing at the following e-mail: [email protected]
The risk related to using the electronic way of communication lays on the side of a shareholder.
If the original documents are prepared in a language other than Polish, sworn translations into Polish should also be attached.
Any documents sent to the Bank via electronic means should be prepared in PDF.
In accordance with requirements of Art. 402 § 2 of the CCC, the Management Board of the Bank hereby announces the proposed changes to the By-laws of mBank S.A.:
1. § 13 in the wording:
"Shareholders can participate in the General Meeting and cast their votes either in person or by proxies. The powers of attorney for participation in the General Meeting shall be made out in writing or in electronic form and attached to the minutes."
"1. Shareholders may participate in the General Meeting and cast their votes either in person or by proxies. The powers of attorney for participation in the General Meeting shall be made out in writing or in electronic form and attached to the minutes.
2. In § 22 section 3 in the wording:
"3. In particular, the Supervisory Board may appoint the following Standing Committees:
The Supervisory Board is entitled to define afore mentioned parameters, further rights and authorities of the Risk Committee.
The Supervisory Board is entitled to define afore mentioned parameters, further rights and authorities of the Risk Committee.
e) issuing opinions and monitoring the remuneration policy adopted by the Bank and assisting the Bank's bodies in matters regarding development and implementation of this policy.
5) The IT Committee, whose authority includes, among others, the following:
a) to exercise regular supervision of the IT and IT security of the Bank between meetings of the Supervisory Board;
b) to analyse the periodic reports for the Supervisory Board regarding IT and IT security;
c) to present to the Supervisory Board conclusions from the analysis of the periodic reports on IT and IT security."
3. § 34 in the wording:
"The share capital amounts to PLN 169,401,468 (one hundred sixty nine million four hundred one thousand four hundred sixty eight) and is divided into 42.350.367 (forty two million three hundred fifty thousand three hundred and sixty seven) registered and bearer shares with a nominal value of PLN 4 (four) per share."
"The share capital amounts to PLN 169,468,160 (one hundred sixty nine million four hundred sixty eight thousand one hundred and sixty) and is divided into 42.367.040 (forty two million three hundred sixty seven thousand and forty) registered and bearer shares with a nominal value of PLN 4 (four) per share."
4. § 35a in the wording:
"1. The Management Board shall be authorized to increase the share capital of the Bank by the amount not higher than PLN 60,000,000 (in words: sixty million) by way of single or repeated share capital increase within the limits indicated above by way of bearer shares issue (hereinafter the "authorized capital").
The authorization described in point 1 above shall expire after three years from the date the amendments to the By-laws of the Bank including the authorized capital are entered into the register of entrepreneurs of the National Court Register.
The Management Board of the Bank shall be authorized to increase the share capital within the limits of the authorized capital provided the Supervisory Board gives its consent to such capital increase and an appropriate resolution in the form of a notarial deed is adopted by the Management Board.
The Management Board of the Bank shall be authorized to set detailed conditions and ways of subscription of shares issued in connection with the share capital increase within the limits of the authorized capital and in case of decision to issue shares within an open or closed subscription, and in particular to:
set the time limit to open and close the share subscription,
set the conditions and ways to subscribe for shares,
allocate shares, including allocation of shares not taken up upon exercising the preemptive right.
The resolutions of the Management Board on fixing the issue price of shares issued within the limits of the authorized capital shall require consent of the Supervisory Board of the Bank.
The Management Board of the Bank is authorized upon the consent of the Supervisory Board to divest a shareholder of the preemptive right (in whole or in part) as regards shares issued within the share capital increase within the limits of the authorized capital.
In case the Management Board of the Bank, upon the consent of the Supervisory Board, deprives a shareholder of the pre-emptive right (in whole or in part) with respect to the shares issued within the share capital increase within the scope of the authorized share capital, the Management Board of the Bank shall offer the issued shares in a private placement within the meaning of Article 431(2)(1) of the Code of Commercial Companies to the eligible Investors (the "Eligible Investors Holding the Right of First Refusal") who were the Bank's shareholders eligible to participate in the last General Meeting before the Management Board adopted a resolution regarding depriving shareholders of the pre-emptive right (in whole or in part) with respect to the shares issued within the share capital increase within the scope of the authorized share capital (the "Record Date for the Right of First Refusal"). The Eligible Investors Holding the Right of First Refusal shall have the right of first refusal to subscribe for the shares issued within the share capital increase within the scope of the authorized share capital in a number which shall be the product of: (a) the ratio of the number of the Bank's shares held by such Eligible Investor Holding the Right of First Refusal on the Record Date for the Right of First Refusal to the number of all of the Bank's shares existing on the Record Date for the Right of First Refusal, and (b) the final number of offered shares issued within the share capital increase within the scope of the authorized share capital set by the Management Board of the Bank, provided that if the number of shares so determined is not an integer, it shall be rounded down to the nearest integer (the "Right of First Refusal to Subscribe for Shares"). To exercise the Right of First Refusal to Subscribe for Shares, an Eligible Investor Holding the Right of First Refusal must meet the following additional conditions (the "Qualifying Criteria for an Eligible Investor Holding the Right of First Refusal"): (a) the submission during the bookbuilding process of a document confirming that such investor was the Bank's shareholder on the Record Date for the Right of First Refusal and held at least 0.1% of total voting rights in the Bank's share capital, where the investor's entry in the list of entities entitled to participate in the last General Meeting shall be sufficient proof that the investor was the Bank's shareholder on the Record Date for the Right of First Refusal; (b) the submission by such investor during the bookbuilding process of a declaration of interest in acquiring shares for a price not lower than the final issue price set by the Management Board of the Bank; and (c) the execution with the Bank of an agreement to subscribe for the shares offered to such investor for the issue price set by the Management Board of the Bank. The above shall not limit the Management Board of the Bank's right to offer any remaining shares issued within the share capital increase within the scope of the authorized capital that have not been subscribed for in the exercise of the right of first refusal at its own discretion, including to selected Eligible Investors, at the price not lower than the price paid by the Eligible Investors Holding the Right of First Refusal.
The Management Board of the Bank shall issue shares within the share capital increase exclusively for cash contributions.
The Management Board of the Bank shall not issue preference shares or shares carrying personal preferences within the share capital increase within the limits of the authorized capital.
Unless provisions of law or this paragraph state otherwise, the Management Board is authorized to decide on all matters connected with the share capital increase within the limits of the authorized capital, and in particular to:
1) conclude standby commitment underwriting agreements, firm commitment underwriting agreements or other agreements securing the success of the share issue,
2) take all necessary actual and legal steps to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange), including submitting all necessary applications, documentation or notifications to the Polish Financial Supervision Authority and to perform appropriate acts, submit all necessary applications, documentation or notifications in order to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange).
3) adopt resolutions and take all other necessary actual and legal steps as regards dematerialization of shares and to conclude agreements for registration and dematerialization of shares with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland)."
"1. The Management Board shall be authorized to increase the share capital of the Bank by the amount not higher than PLN 60,000,000 (in words: sixty million) by way of single or repeated share capital increase within the limits indicated above by way of bearer shares issue (hereinafter the "authorized capital").
The authorization described in point 1 above shall expire after three years from the date the amendments to the By-laws of the Bank including the authorized capital are entered into the register of entrepreneurs of the National Court Register.
The Management Board of the Bank shall be authorized to increase the share capital within the limits of the authorized capital provided the Supervisory Board gives its consent to such capital increase and an appropriate resolution in the form of a notarial deed is adopted by the Management Board.
The Management Board of the Bank shall be authorized to set detailed conditions and ways of subscription of shares issued in connection with the share capital increase within the limits of the authorized capital and in case of decision to issue shares within an open or closed subscription, and in particular to:
set the time limit to open and close the share subscription,
set the conditions and ways to subscribe for shares,
allocate shares, including allocation of shares not taken up upon exercising the preemptive right.
The resolutions of the Management Board on fixing the issue price of shares issued within the limits of the authorized capital shall require consent of the Supervisory Board of the Bank.
The Management Board of the Bank is not authorized to divest a shareholder of the preemptive right (in whole or in part) as regards shares issued within the share capital increase within the limits of the authorized capital.
The Management Board of the Bank shall issue shares within the share capital increase exclusively for cash contributions.
The Management Board of the Bank shall not issue preference shares or shares carrying personal preferences within the share capital increase within the limits of the authorized capital.
Unless provisions of law or this paragraph state otherwise, the Management Board is authorized to decide on all matters connected with the share capital increase within the limits of the authorized capital, and in particular to:
1) conclude standby commitment underwriting agreements, firm commitment underwriting agreements or other agreements securing the success of the share issue,
2) take all necessary actual and legal steps to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange), including submitting all necessary applications, documentation or notifications to the Polish Financial Supervision Authority and to perform appropriate acts, submit all necessary applications, documentation or notifications in order to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange).
3) adopt resolutions and take all other necessary actual and legal steps as regards dematerialization of shares and to conclude agreements for registration and dematerialization of shares with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland)."
------------------- Information on personal data processing
mBank S.A., Prosta 18, 00-850 Warszawa, entered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw, 13 th, Commercial Division, under KRS 0000025237, Tax Identification Number (NIP): 526-021-50-88, with its fully paid-up share capital amounting to PLN 169.468.160 as at 1 January 2021 ("the Bank") acts as the personal data controller of the Shareholder and the Shareholder's representatives.
The Bank processes personal data of the Shareholder and the Shareholder's representatives in order to comply with legal obligations to which the Bank is subject (regarding organizing and holding the General Shareholders Meeting ) and for the purposes of the legitimate interests of the Bank (for evidential purposes – safeguarding information in case of a legal necessity to prove facts). The provision of personal data is necessary to participate in the General Shareholders Meeting.
The following data regarding Shareholders entitled from bearer shares: first name and surname or business name, registered office (address of residence), number, type and code of shares registered in order to participate in the General Shareholders Meeting is being acquired from the entity keeping the securities deposit (Krajowy Depozyt Papierów Wartościowych S.A.) - in accordance with the regulations on trading in financial instruments and Code of Commercial Companies.
The Bank processes personal data of the Shareholder and the Shareholder's representatives for a period necessary to perform the legal obligations to which the Bank is subject or to fulfill the purposes of the legitimate interests of the Bank and for the period being the prescription period for potential claims.
The Shareholder and the Shareholder's representatives:
1/ have the right to access and correct their data, as well as to transfer them; and
2/ may demand that the data be erased or that their processing be restricted, or may object to their processing.
The function of the Personal Data Protection Officer is held by a Bank employee who may be contacted at the following e-mail address: [email protected].
The President of the Personal Data Protection Office acts as the supervisory authority in terms of personal data protection and the Customer and the Customer's representatives have the right to lodge a complaint to the President of the Personal Data Protection Office.
Data, including personal data, of the Shareholder and the Shareholder's representatives, may be disclosed to entities entrusted by the Bank with data processing for the purpose of the performance of agreements on rendering services for the benefit of the Bank and other recipients authorized to receive personal data according to binding provisions of law.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.