mBank S.A.

AGM Information • Feb 26, 2016

29th Annual General Meeting of mBank S.A. - drafts of resolutions

The Management Board of mBank S.A. announces the drafts of resolutionsthat will be discussed at the Annual General Meeting of mBank S.A. on 24March 2016:

Resolution No. 1

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Approval of the Management Board Report on the Business of mBankS.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 resolvedas follows:

§ 1

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

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

b) Statement of Comprehensive Income for the accounting year from 1January to 31 December 2015 showing a total comprehensive income of PLN1 155 226 thousand,

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

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

e) Statement of Cash Flows for the accounting year from 1 January to 31December 2015 showing a net increase in cash and cash equivalents by PLN2 151 129 thousand,

f) Explanatory notes to the Financial Statements,

are approved.

§ 2

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

Resolution No. 2

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Division of the undivided profits from previous years

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

§ 1

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

§ 2

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

Resolution No. 3

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Division of the 2015 net profit

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

§ 1

The net profit earned by mBank S.A. in 2015, amounting to PLN1,271,449,406.95 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 isleft undivided.

§ 2

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

Resolution No. 4

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolvedas 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.

Resolution No. 5

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1

Mrs. Lidia Jabłonowska-Luba, Vice-President of the Management Board ofthe Bank, is given the vote of discharge of her duties for the financialyear 2015.

§ 2

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

Resolution No. 6

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1

Mr. Przemysław Gdański, Vice-President of the Management Board of theBank, is given the vote of discharge of his duties for the financialyear 2015.

§ 2

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

Resolution No. 7

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1

Mr. Hans Dieter Kemler, Vice-President of the Management Board of theBank, is given the vote of discharge of his duties for the financialyear 2015.

§ 2

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

Resolution No. 8

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1

Mr. Jarosław Mastalerz, Vice-President of the Management Board of theBank, is given the vote of discharge of his duties for the financialyear 2015.

§ 2

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

Resolution No. 9

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1

Mr. Cezary Kocik, Vice-President of the Management Board of the Bank, isgiven the vote of discharge of his duties for the financial year 2015.

§ 2

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

Resolution No. 10

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Management Board ofmBank S.A.

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

§ 1Mr. Jörg Hessenmüller, Vice-President of the ManagementBoard of the Bank, is given the vote of discharge of his duties for thefinancial year 2015.

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

Resolution No. 11

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Approval of election to the Supervisory Board, on the basis of § 19section 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 asfollows:

§1

1. In relation to resignation of Mr. Stefan Schmittmann from the post ofa Member of the Supervisory Board as of 31 December 2015, the GeneralMeeting 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 theperiod starting from 1 January 2016.

2. The General Meeting judges that Mr. Marcus Chromik possessesknowledge, skills and experience adequate for fulfilling his functionand duties entrusted to him and guarantees the proper fulfilment ofthese duties.

§ 2

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

Resolution No. 12

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 13

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 14

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 15

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 16

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 17

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 18

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 19

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 20

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 21

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolvedas 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.

Resolution No. 22

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 23

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Boardof mBank S.A.

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

§ 1

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

§ 2

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

Resolution No. 24

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Approval of the Management Board Report on the Business of mBankGroup for 2015 and the Consolidated Financial Statements of mBank Groupfor 2015

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

§ 1

The audited consolidated financial statements of the mBank Group for2015 comprising of:

a) Consolidated Income Statement for the accounting year from 1 Januaryto 31 December 2015 showing a net profit of PLN 1 304 128 thousand,

b) Consolidated Statement of Comprehensive Income for the accountingyear from 1 January to 31 December 2015 showing a total comprehensiveincome of PLN 1 187 411 thousand,

c) Consolidated Statement of Financial Position as at 31 December 2015showing total assets and total liabilities & equity of PLN 123 523 021thousand,

d) Consolidated Statement of Changes in Equity for the accounting yearfrom 1 January to 31 December 2015 showing an increase of capital by PLN1 201 984 thousand,

e) Consolidated Statement of Cash Flows for the accounting year from 1January to 31 December 2015 showing a net increase in cash and cashequivalents by PLN 1 960 681 thousand,

f) Explanatory notes to the Consolidated Financial Statements,

and the Management Board Report on the Business mBank Group for theperiod from 1 January 2015 to 31 December 2015, are approved.

§ 2

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

Resolution No. 25

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

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 resolvedas follows:

§ 1

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

1. In § 6 section 2 new points 16) - 18) are added and they read asfollows:

"16) providing reporting services to trade repositories and providingservices related to direct and indirect clearing of financial servicesby central counterparties (CCP) within the meaning of Regulation (EU) No648/2012 of the European Parliament and of the Council on OTCderivatives, central counterparties and trade repositories,

17) performing the function of point confirming trusted profiles (ePUAP)within the meaning of art. 20c of the Act of 17 February 2005 onimplementation of IT solutions in activities of entities renderingpublic services,

18) performing activities specified in art. 13.5.3 and 13.5.10 of theAct of 11 February 2016 on state's help in raising children."

2. In § 6 section 4 is changed and it reads as follows:

"4. following activities conducted under Art. 70.2 of the Act on Tradingin Financial Instruments:

1) acceptance and transfer of orders to acquire or dispose of financialinstruments,

2) execution of orders, referred to in point 1, on behalf of clientsfrom whom those orders originate,

3) acquisition or disposal of financial instruments for own account,

4) investment advisory,

5) offering financial instruments,

6) provision of services under standby underwriting agreement and firmcommitment underwriting agreements or execution and performance of othersimilar agreements on financial instruments."

3. In § 17 section 1 is changed and it reads as follows:

"1. The Supervisory Board shall be composed of not less than fivemembers elected by the General Meeting, for a joint term of office ofthree years. Members of the Supervisory Board shall possess knowledge,skills and experience adequate for fulfilling their function and dutiesentrusted to them and shall guarantee the proper fulfilment of theseduties. At least half of the members of the Supervisory Board, includingthe Chairman, shall hold Polish citizenship, permanently reside inPoland, speak Polish and have experience on the Polish market which canbe used in supervision of the Bank."

4. In § 22 section 1 letter a) is changed and it reads as follows:

"a) approving the proposals of the Management Board concerning: theessential organizational structure of the Bank which shall be construedas separated structurally and organizationally basic areas of the Bank'soperation reporting to particular members of the Management Board andinternal division of competences in the Management Board,".

5. In § 22 section 3 point 4 a new letter e) is added and it reads asfollows:

"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."

6. In § 25 section 1 is changed and it reads as follows:

"1. The Board of Management is composed of at least three membersappointed for a joint term of office of 5 years. Members of the Board ofManagement shall possess knowledge, skills and experience adequate forfulfilling their function and duties entrusted to them and shallguarantee the proper fulfilment of these duties. At least half of themembers of the Management Board, including the President of theManagement Board, shall hold Polish citizenship, permanently reside inPoland, speak Polish and have experience on the Polish market which canbe used in management of the Bank."

7. In § 27 section 1 point 4 is changed and it reads as follows:

"4) division of competences among the Management Board Members andsubordinate Managing Directors, based on a resolution of the Board ofManagement, however no resolution with this respect can be passedwithout the consent of the President of the Board of Management and itrequires approval from the Supervisory Board."

8. In § 29 section 3 is changed and it reads as follows:

"3. Procuration may be revoked by each Management Board member actingindividually. A power of attorney may be revoked by two members of theManagement Board acting jointly or by one Management Board member actingjointly with the procurator or by two procurators acting jointly."

9. § 34 is changed and it reads as follows:

"§ 34

The share capital amounts to PLN 168. 955.696 (one hundred sixty eightmillion nine hundred fifty five thousand six hundred ninety six) and isdivided into 42.238.924 (forty two million two hundred thirty eightthousand nine hundred twenty four) registered and bearer shares with anominal value of PLN 4 (four) per share."

§ 2

The Supervisory Board of the Bank is hereby authorized to determine theconsolidated text of the amended By-laws of the Bank.

§ 3

The Resolution comes into force on the day of its adoption, with effectas of its registration by the registry court.

Resolution No. 26

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Amendments to the Standing Rules of the General Meeting of mBankS.A.

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

§ 1

In the Standing Rules of the General Meeting of mBank S.A.:

1. In § 5 section 1 letter e) is changed and it reads as follows:

"e) the Shareholder or Plenipotentiary of a Shareholder shall be issueda voting card or an electronic device for voting."

2. In § 11 section 3 is changed and it reads as follows:

"3. A participant of the General Meeting who leaves the meeting roomduring the General Meeting should deregister his voting card orelectronic device for voting, and register again upon his return to themeeting room."

3. § 16 is changed and it reads as follows:

"§ 16

1. Shareholders shall propose candidates for Members of the SupervisoryBoard to the Chairman of the General Meeting, orally or in writing.

2. Members of the incumbent Supervisory Board may propose candidates forMembers of the elected Supervisory Board pursuant to point 1.

3. Candidates for Members of the Supervisory Board shall possessknowledge, skills and experience adequate for fulfilling their functionand duties entrusted to them and shall guarantee the proper fulfilmentof these duties.

4. The person who proposes a candidate for a Member of the SupervisoryBoard shall provide detailed grounds, and in particular describe theeducational and professional background of the candidate.

5. If the Supervisory Board is elected by way of voting in separategroups, the provisions of the Code of Commercial Partnerships andCompanies shall apply.

4. In § 17 section 1 is changed and it reads as follows:

"1. Candidates for Members of the Supervisory Board shall make astatement for the minutes of the General Meeting concerning independenceof the candidate and functions performed in management boards orsupervisory boards of other entities."

§ 2

This Resolution comes into force on the day of its adoption, however itbecomes effective starting from the General Meeting following the XXIXOrdinary General Meeting of mBank S.A.

Resolution No. 27

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Division of mWealth Management Spółka Akcyjna.

§ 1

1. Acting based on Art. 541 of the Commercial Companies Code (the"CCC"), the division of mWealth Management S.A. with its registered seatin Warsaw ("mWM" or the "Company Being Divided") is hereby resolved uponin accordance with the procedure specified in Art. 529 § 1.1 of the CCC,i.e.:

• through a transfer of a part of the assets and liabilities of theCompany Being Divided to mBank S.A. ("mBank") in the form of anorganised part of the enterprise of mWM connected with the provision ofbrokerage services involving: (i) the acceptance and transfer of ordersto buy or sell financial instruments, (ii) the management of portfolioscomprising one or more financial instruments, (iii) investment advisoryservices, (iv) the offering of financial instruments, (v) thepreparation of investment analyses, financial analyses and otherrecommendations of a general nature relating to transactions infinancial instruments as well as other activities which do notconstitute the Operations of the Office of the Real Estate Market andAlternative Investments as defined below (the "Brokerage Business"); and

• through a transfer to BRE Property Partner sp. z o.o. ("BRE PP") of apart of the assets and liabilities of the Company Being Divided in theform of an organised part of the enterprise of mWM connected withadvisory and intermediation services within the scope of acquiring andinvesting in real estate as well as other alternative investments(investment gold, investment silver, fine art) in favour of naturalpersons as well as the performance of analyses within the scope of thereal estate market (the "Operations of the Office of the Real EstateMarket and Alternative Investments"),

(the "Division").

2. Approval is hereby granted to the division plan of the Company BeingDivided agreed in writing among the Company Being Divided as well asmBank and BRE PP on 15 December 2015 and made available since that dayto this date, inclusive, to the public on the website of the CompanyBeing Divided and mBank (www.mbank.pl) and BRE PP (www.brepp.pl) (the"Division Plan"). The Division Plan is attached to this resolution asSchedule 1.

3. In connection with the Division, approval is hereby granted to thetransfer of an organised part of the enterprise of mWM connected withthe Brokerage Business to mBank and of an organised part of theenterprise of mWM connected with the Operations of the Office of theReal Estate Market and Alternative Investments to BRE PP in such scopeand on such terms as specified in this resolution and in the DivisionPlan.

§ 2

1. Since mBank is the sole shareholder of the Company Being Divided,pursuant to Article 550 of the CCC, no increase in the share capital ofmBank is envisaged in connection with the acquisition by mBank of a partof the assets and liabilities of mWM and, consequently, mBank will notissue any mBank shares in exchange for the acquired assets andliabilities of mWM.

2. In result of the Division the share capital of BRE PP will beincreased by PLN 140,500 (one hundred and forty thousand, five hundred)i.e. from PLN 2,500,000 (two million five hundred thousand) up to PLN2,640,500 (two million six hundred and forty thousand, five hundred) byway of the issuance of 281 (two hundred and eighty-one) shares with anominal value of PLN 500 (five hundred) each and a total nominal valueof PLN 140,500 (one hundred and forty thousand, five hundred) (the "NewShares"). All the New Shares will be allotted to the existing soleshareholder of the Company Being Divided, i.e. mBank, in accordance withthe adopted exchange ratio of the shares in the Company Being Dividedinto the shares in BRE PP, which was established as follows: every79.7686832740214 shares in the Company Being Divided will entitle to oneNew Share.

3. The assets and liabilities of the Company Being Divided acquired byBRE PP will be allocated to the share capital and the spare capital ofBRE PP, whereby PLN 140,500 (one hundred and forty thousand, fivehundred) will be transferred to the share capital and an amountcorresponding to the book value of an organised part of the enterpriseconnected with the Operations of the Office of the Real Estate Marketand Alternative Investments as at the Division date, less the value ofthe share capital, i.e. less PLN 140,500 (one hundred and fortythousand, five hundred), will be transferred to the spare capital.

4. No additional payments will be required in connection with theDivision.

§ 3

Approval is hereby granted to the following amendments to the Articlesof Association of BRE PP:

a) §7 section 1 of the Articles of Association of BRE PP will be wordedas follows:

"The share capital of the Company is 2,640,500 (two million six hundredand forty thousand, five hundred) and is divided into 5,281 (fivethousand, two hundred and eighty-one) shares with a nominal value of PLN500.00 (five hundred) each.";

b) in § 8 of the Articles of Association of BRE PP the followingsubsection 4 will be added:

"281 shares were subscribed for by mBank Spółka Akcyjna in result of thedivision of mWealth Management Spółka Akcyjna".

§ 4

The New Shares in BRE PP allotted to mBank will authorise it toparticipate in the profits of BRE PP for the financial year commenced on1 January of the year in which the Company Being Divided is deleted fromthe register.

§ 5

The management board of mBank is hereby authorised to perform allactions, things and deeds necessary to effect the Division.

§ 6

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

Resolution No. 28

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Division of Dom Maklerski mBanku Spółka Akcyjna.

§ 1

1. Acting based on Art. 541 of the Commercial Companies Code (the"CCC"), the division of Dom Maklerski mBanku S.A. with its registeredseat in Warsaw ("mDM" or the "Company Being Divided") is hereby resolvedupon in accordance with the procedure specified in Art. 529 § 1.1 of theCCC, i.e.:

• through a transfer of a part of the assets and liabilities of theCompany Being Divided to mBank S.A. with its registered seat in Warsaw("mBank") in the form of an organised part of the enterprise of mDMconnected with the provision of brokerage services involving: (i) theacceptance and transfer of orders to buy or sell financial instruments,(ii) the execution of the orders referred to in section (i) for theaccount of the customer, (iii) the acquisition or disposal of financialinstruments for own account, (iv) the offering of financial instruments,(v) the provision of services under standby underwriting agreements andfirm commitment underwriting agreements or the execution and performanceof other similar agreements concerning financial instruments, (vi) thekeeping or registration of financial instruments, including the keepingof securities accounts and cash accounts, (vii) advising companies oncapital structure, corporate strategy and other matters related to suchstructure or strategy, (viii) advisory and other services relating tothe mergers, demergers and acquisitions of companies, (ix) providingforeign-exchange services where such are connected with the activityreferred to in Art. 69 section 2 of the Act on Trading in FinancialInstruments, (x) the preparation of investment analyses, financialanalyses and other recommendations of a general nature relating totransactions in financial instruments, (xi) additional services relatedto standby underwriting and firm commitment underwriting agreements (the"Brokerage Business"); and

• through a transfer to mCentrum Operacji sp. z o.o. with its registeredseat in Łódź ("mCO") of a part of the assets and liabilities of theCompany Being Divided in the form of an organised part of the enterpriseof mDM connected with the servicing of and rendering human resources andpayroll services (the "HR and Payroll Services"),

(the "Division").

2. Approval is hereby granted to the division plan of the Company BeingDivided agreed in writing among the Company Being Divided as well asmBank and mCO on 15 December 2015 and made available since that day upto this date, inclusive, to the public on the website of the CompanyBeing Divided (www.mdm.pl), mBank and mCO (www.mbank.pl) (the "DivisionPlan"). The Division Plan is attached to this resolution as Schedule 1.

3. In connection with the Division, approval is hereby granted to thetransfer of an organised part of the enterprise of mDM connected withthe Brokerage Business to mBank and of an organised part of theenterprise of mDM connected with the HR and Payroll Services to mCO insuch scope and on such terms as specified in this resolution and in theDivision Plan.

§ 2

1. Since mBank is the sole shareholder of the Company Being Divided,pursuant to Article 550 of the CCC, no increase in the share capital ofmBank is envisaged in connection with the acquisition by mBank of a partof the assets and liabilities of mDM and, consequently, mBank will notissue any mBank shares in exchange for the acquired assets andliabilities of mDM.

2. In result of the Division, the share capital of mCO will be increasedby PLN 12,500 (twelve thousand, five hundred) i.e. from PLN 26,539,000(twenty-six million, five hundred and thirty-nine thousand) up to PLN26,551,500 (twenty-six million, five hundred and fifty-one thousand,five hundred) by way of the issuance of 25 (twenty-five) shares with anominal value of PLN 500 (five hundred) each and a total nominal valueof PLN 12,500 (twelve thousand, five hundred) (the "New Shares"). Allthe New Shares will be allotted to the existing sole shareholder of theCompany Being Divided, i.e. mBank, in accordance with the adoptedexchange ratio of the shares in the Company Being Divided into theshares in mCO, which was established as follows: every 13,880 (thirteenthousand, eight hundred and eighty) shares in the Company Being Dividedwill entitle to one New Share.

3. The assets and liabilities of the Company Being Divided acquired bymCO will be allotted to the share capital and the spare capital of mCO,whereby PLN 12,500 (twelve thousand, five hundred) will be transferredto the share capital and an amount corresponding to the book value of anorganised part of the enterprise connected with the HR and PayrollServices as at the Division date, less the value of the share capital,i.e. less PLN 12,500 (twelve thousand, five hundred), will betransferred to the spare capital.

4. No additional payments will be required in connection with theDivision.

§ 3

Approval is hereby granted to the following amendments to the Articlesof Association of mCO:

a) §7 section 1 of the Articles of Association of mCO will be worded asfollows:

"The share capital of the Company is 26,551,500 (twenty-six million,five hundred and fifty-one thousand, five hundred) and is divided into53,103 (fifty-three thousand, one hundred and three) shares with anominal value of PLN 500.00 (five hundred) each.";

b) § 8, first sentence preceding subsection a) of the Articles ofAssociation of mCO will be worded as follows:

"All the shares in the share capital of the Company are held by mBankS.A. with its registered seat in Warsaw, i.e. it holds:";

c) in § 8 of the Articles of Association of mCO the following subsectione) will be added:

"25 (twenty-five) shares with a nominal value of PLN 500.00 (fivehundred) each and a total value of PLN 12,500 (twelve thousand, fivehundred) which were subscribed for by mBank S.A. in result of theDivision of Dom Maklerski mBanku S.A.".

§ 4

The New Shares in mCO allotted to mBank will authorise it to participatein the profits of mCO for the financial year commenced on 1 January ofthe year in which the Company Being Divided is deleted from the register.

§ 5

The management board of mBank is hereby authorised to perform allactions, things and deeds necessary to effect the Division.

§ 6

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

Resolution No. 29

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

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

Pursuant to § 28 section 4 of the Corporate Governance Principles forSupervised Institutions adopted in Resolution No. 218/2014 of the PolishFinancial Supervision Authority of 22 July 2014 it is resolved asfollows:

§ 1

Upon considering the assessment of functioning of the remunerationpolicy at mBank S.A. in 2015 presented by the Supervisory Board of mBankS.A., the General Meeting of mBank S.A. judges that the remunerationpolicy regarding members of the Management Board and persons holding keypositions at mBank S.A. contributes to the development and security ofthe operations of the Bank.

§ 2

1. Remuneration of the Supervisory Board members is established in aresolution of the General Meeting.

2. In establishing the level of remuneration of the Supervisory Boardmembers, the General Meeting shall consider, in particular: the functionperformed, the scale of operations of the Bank and duties arising fromworking on the committees of the Supervisory Board.

§ 3

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

Resolution No. 30

of XXIX Ordinary General Meeting

of mBank S.A.

dated 24 March 2016

Draft

Re.: Appointment of the Statutory Auditor to audit the FinancialStatements of mBank S.A. and mBank Group for 2016

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

§1

The General Meeting of Shareholders of mBank S.A. appoints___________________________________ as the Statutory Auditor to auditthe Financial Statements of mBank S.A. and the Consolidated FinancialStatements of mBank Group for 2016.

§ 2

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