Pre-Annual General Meeting Information • Aug 22, 2025
Pre-Annual General Meeting Information
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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, taking into account the request to convene the Extraordinary General Meeting of the Bank received from the shareholder Commerzbank AG, submitted pursuant to Article 400 § 1 of the Commercial Companies Code, hereby convenes an Ordinary General Meeting and in accordance with the wording of Art. 4022 of the CCC presents the following information:
Extraordinary General Meeting is to be held at 12 p.m., 18 September 2025 at the Bank's registered seat in Warsaw, 18 Prosta Street. The following items will be considered at 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 Extraordinary General Meeting (the "EGM"). Such demand should be submitted to the Management Board not later than 21 days before the day of the EGM, that is on 28 August 2025 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 13 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 EGM and/or matters which are to be introduced to the agenda before the date of the EGM. The draft resolutions should be submitted in writing and/or by using electronic means, in accordance with the rules specified in point 13 hereof.
Each shareholder may submit draft resolutions regarding matters introduced to the agenda during the EGM.
Shareholder of the Bank may participate in the EGM 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 EGM 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 EGM.
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 email 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 EGM, number of shares from which the voting right is to be exercised, date of the EGM 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 EGM 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 EGM 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 EGM 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 EGM.
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 EGM.
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 EGM. The power of attorney for the above-mentioned persons can authorise to represent only at the EGM. 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 12 September 2025, until 4:00 p.m., 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 16 September 2025 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.
During the General Meeting, a shareholder has the right to ask questions and request information regarding the Bank. As long as it is necessary for the assessment of the matter included in the agenda, the Management Board is required to provide the shareholder with requested information. The Management Board will refuse to provide information if it could be detrimental to the Bank, its related company or its subsidiary, and in particular through disclosure of technical, trade or organisational secrets of the enterprise. A Management Board Member may refuse to provide information if it could lead to their liability under the criminal, civil or administrative laws. A response is deemed given when the relevant information is available on the Bank's website in the place dedicated to shareholders' questions and responses, that is: https://www.mbank.pl/en/investor-relations/general-meeting/
For important reasons, the Management Board may provide information in writing outside of the General Meeting. The Management Board is required to provide information within two weeks from the request filing at the General Meeting at the latest.
Pursuant to the Article 4061 Article 1 of the CCC, persons who are the Bank's shareholders 16 days before the EGM (the "Record Date"), i.e. on 2 September 2025, shall have the right to participate in the EGM.
The right to participate in the EGM have only the persons being shareholders of the Bank on the Record Date. Pledgees and users who are entitled to vote have the right to participate in the EGM, if the establishment of a limited property right in their favour is registered in the securities account on the Record Date.
At the demand of a person entitled from shares, notified not earlier than after the announcement on calling the general meeting, that is not earlier than on 22 August 2025, and not later than on the first working day after the Record Date, that is not later than on 3 September 2025, the entity running the securities account issues a personal certificate confirming the right to participate in the EGM. In relation to the shares registered on a collective account, a certificate of the right to participate in the EGM may be prepared in Polish and/or English language and issued by the holder of that collective account.
The list of those entitled to participate in the EGM 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 EGM 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 EGM.
In accordance with Art. 407 § 1 of the CCC, three days before the date of the EGM, that is on 15-17 September 2025, from 9:00 a.m. to 4:00 p.m., a list of shareholders entitled to participate in the EGM 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 EGM a
shareholder has also the right to demand copies of applications on the matters covered by the agenda of the EGM.
Persons entitled to participate in the EGM will be allowed to receive electronic device enabling voting on the date of the EGM, in front of the meeting room starting from 11:00 a.m.
In accordance with the wording of Art. 402³ of the CCC information and documentation regarding the EGM will be available at the Bank's website www.mbank.pl starting from the date of calling the EGM.
Information relating to the EGM are available at the Bank's website www.mbank.pl
On the matters related to the EGM, 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.
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 169,987,892 as at 1 January 2025 ("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: 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.
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