16.6. General Meeting and shareholder rights

General Meeting procedures and powers

The General Meeting is convened and prepared pursuant to the provisions of the Code of Commercial Partnerships and Companies, the Bank’s By-laws, and the Standing Rules of the General Meeting. Both the By-laws and the Standing Rules of the General Meeting are available on the website of mBank.

The General Meeting convened by the Management Board in the way of an ordinary procedure is held once a year, no later than in June. The Supervisory Board may convene an Ordinary General Meeting if the Management Board fails to convene it within the time limits set out in the By-laws and an Extraordinary General Meeting, if the Supervisory Board considers it necessary. In addition, under specific circumstances, the shareholders have the right to convene a General Meeting or to request for a General Meeting to be convened.

Shareholders may participate in the General Meeting and cast their votes either in person or by proxies. One proxy may represent more than one shareholder.

Subject to the cases defined in the Code of Commercial Partnerships and Companies, the General Meeting is valid regardless of the number of shares represented at the General Meeting.

All matters submitted to the General Meeting are previously submitted to the Supervisory Board for consideration.

Subject to specific exceptions, resolutions of the General Meeting are passed in an open ballot by a simple majority of votes, unless the Code of Commercial Partnerships and Companies or the mBank By- laws impose a stricter requirement for the passing of resolutions on specific issues. A secret ballot is required in the case of elections and motions to dismiss members of the Bank’s authorities or liquidators, motions to call members of the Bank’s authorities or liquidators to account, and motions concerning personal issues. In addition, a secret ballot is required if requested by at least one shareholder present or represented at the General Meeting.

Voting takes place with the use of a computer system, which also counts the votes. The By-laws and Standing Rules of the General Meeting do not provide for the possibility to vote by mail or with the use of electronic means of communication.

The following matters require a resolution of the General Meeting in addition to other matters set out in the Code of Commercial Partnerships and Companies:

  • Examination and approval of the report of the Management Board on the Bank’s operation and financial statements for the past financial year.
  • Adoption of resolutions on the distribution of profits or coverage of losses.
  • Vote of discharge of duties for members of the Bank’s authorities.
  • Election and dismissal of Members of the Supervisory Board.
  • Amendment to the By-laws.
  • Increase or reduction of the Bank’s share capital.
  • Adoption of resolutions concerning the cancellation of shares and resolutions to cancel shares, in particular setting the policy of share cancellation not regulated in the By-laws.
  • Creation and winding up of special purpose funds.
  • Issue of convertible bonds or preferred bonds.
  • Establishment of the principles of remunerating Members of the Supervisory Board.
  • Liquidation of the Bank or its merger with another bank.
  • Appointment of liquidators.
  • Matters submitted by the Supervisory Board.
  • Matters submitted by shareholders in accordance with the By-laws.
  • Election of an entity authorised to audit financial statements as statutory auditor of the Bank.

The General Meetings of mBank take place on the Bank’s premises in Warsaw and are broadcast on-line. The General Meetings may be attended by the representatives of the media.

Shareholder Rights  

The shareholders have the right to participate in the profit reported in the audited financial statements and allocated by the General Meeting to be paid to the shareholders.

The shareholders representing at least one-half of the share capital or at least one-half of the total number of votes in the Company may convene an Extraordinary General Meeting. The shareholders appoint the chairman of such meeting. The shareholder(s) representing at least one-twentieth of the share capital may request that the Management Board convene an Extraordinary General Meeting and that specific items be put on the agenda for such meeting.

Only persons who are shareholders of the Bank sixteen days before the date of the General Meeting have the right to participate in the General Meeting of the Bank. The shareholder(s) of the Bank representing at least one-twentieth of the share capital may request that specific items be put on the agenda for the Ordinary General Meeting. The request should be submitted to the Management Board of the Bank no later than twenty-one days prior to the date of the Ordinary General Meeting.

Shareholders may participate in the General Meeting and cast their votes either in person or by proxies.

A shareholder has the right to:

  • Vote, propose motions and raise objections.
  • Justify his or her position briefly.
  • Stand for election for Chairman of the General Meeting and propose a candidate for Chairman of the General Meeting to be noted in the minutes.
  • Take the floor during the proceedings and make a reply.
  • Table draft resolutions concerning the items put on the agenda.
  • Propose amendments and additions to draft resolutions on the agenda for the General Meeting before the discussion on the item covering the draft resolution concerned by the proposal is closed.
  • Propose formal motions relating to the proceedings and the voting procedure.
  • Propose candidates for the Bank’s Supervisory Board in writing to the Chairman of the General Meeting or orally to the minutes.
  • Review the book of minutes and request a copy of resolutions authenticated by the Management Board.
  • Take legal action to have a resolution of the General Meeting annulled where the shareholder voted against a resolution of the General Meeting and after its adoption raised an objection to the minutes or the shareholder was unreasonably prevented from participating in the General Meeting or the shareholder was not present at the General Meeting as a result of it being convened incorrectly or the adopted resolution not being on the agenda.
  • Take legal action against the Company to have a resolution of the General Meeting annulled where the resolution is in breach of law.

The Management Board is obliged to provide the shareholder, at the shareholder’s request, with information concerning the Company if this is justified by the assessment of an issue on the agenda. The Management Board should refuse information if:

  • This could damage the Company or its associated company or subsidiary, in particular due to disclosure of technical, trade or organisational secret of the Company.
  • This could expose a Member of the Management Board to criminal, civil or administrative liability.

In justified cases, the Management Board may provide information in writing no later than two weeks after the General Meeting is adjourned.

27th Ordinary General Meeting in 2014

The 27th Ordinary General Meeting was held on 31 March 2014. The Meeting was attended by shareholders or their proxies representing in total 79.83% of shares in the Company’s share capital.

The 27th Ordinary General Meeting passed resolutions on approving the financial statements and the reports of the Management Board of mBank and mBank Group for 2013, the distribution of the net profit of 2013, the vote of discharge of duties for members of the Supervisory Board and the Management Board, determining the number of Supervisory Board Members, election of Supervisory Board Members, amendments to the By-laws of the Bank and amendments to the Rules of the General Meeting.

The Resolution concerning amendments to the By-laws of the mBank was required in order to bring the By-laws in line with amendments of generally applicable provisions of law and changes of the names of positions of Bank Directors other than Management Board Members, to accommodate policies issued by standing committees appointed by the Management Board of the Bank in the catalogue of internal regulations, and to update the amount of the Bank’s share capital stated in the By-laws.

The Resolution of the General Meeting concerning amendments to the Standing Rules of the General Meeting of the Bank was required in order to bring the provisions of the Rules in line with the changed name of the Bank as decided by the 26th Ordinary General Meeting of the Bank.

The resolutions adopted by the 27th Ordinary General Meeting and the detailed voting results are available on the Bank’s website in the section dedicated to General Meetings

(http://www.mbank.pl/relacje-inwestorskie/walne-zgromadzenia/).