16.3. Significant blocks of shares

Commerzbank AG is the majority shareholder of mBank.

At the end of 2014, Commerzbank held 29,352,897 shares of mBank, which accounted for 69.54% of the share capital and votes at the General Meeting. 30.46% of mBank shares in free float are held by institutional investors, in particular Polish pension funds and Polish and foreign investment funds as well as individual investors.

The pension funds ING Otwarty Fundusz Emerytalny and AVIVA Otwarty Fundusz Emerytalny Aviva BZ WBK, which exceeded the 5% threshold of shares in 2013, reduced their stake in the share capital and votes of mBank to less than 5% in 2014. Following the admission to exchange trading of mBank’s new shares issued under the incentive scheme, the stake of AVIVA Otwarty Fundusz Emerytalny Aviva BZ WBK in the share capital and votes at the General Meeting of mBank decreased to 4.996% on 30 July 2014. As ING OFE sold some of mBank shares it held, its stake was reduced to 4.94% at 10 December 2014.

Commerzbank is a leading international commercial bank with branches and offices in more than 50 countries. The core markets of Commerzbank are Germany and Poland. With the business areas Private Customers, Mittelstandsbank, Corporates & Markets and Central & Eastern Europe, its private customers and corporate clients, as well as institutional investors, profit from a comprehensive portfolio of banking and capital market services. Commerzbank finances more than 30 per cent of Germany’s foreign trade and is the unchallenged leader in financing for SMEs. With its subsidiaries comdirect and Poland’s mBank it owns two of the world’s most innovative online banks. With approximately 1,100 branches and approximately 90 advisory centres for business customers Commerzbank has one of the densest branch networks among German private banks. In total, Commerzbank boasts approximately 15 million private customers, as well as 1 million business and corporate clients. The Bank, which was founded in 1870, is represented at all the world’s major stock exchanges. In 2014, it generated gross revenues of more than EUR 9 billion with an average of approximately 52,000 employees.

Pursuant to the By-laws of mBank, each share gives the right to one vote at the General Meeting. There are no preferred shares. The control rights of Commerzbank AG as the parent entity of mBank are a result of the number of shares held, their percentage share in the equity, and the number of votes at the General Meeting of mBank.

The By-laws of mBank do not impose any limitations on the exercise of the voting right. There are no provisions which would separate the equity rights attached to securities from the holding of securities. Furthermore, there are no limitations on the transfer of the property right to securities issued by the Bank.