1. Information regarding the Group of mBank S.A.

The Group of mBank S.A. (the “Group”) consists of entities under the control of mBank S.A. (the “Bank”) of the following nature:

  • strategic: shares and equity interests in companies supporting particular business segment of mBank S.A. (corporates and financial markets segment, retail banking segment and other) with an investment horizon not shorter than 3 years. The formation or acquisition of these companies was intended to expand the range of services offered to the clients of the Bank;
  • other: shares and equity interests in companies acquired in exchange for receivables, in transactions resulting from composition and work out agreements with debtors, with the intention to recover a part or all claims to loan receivables and insolvent companies under liquidation or receivership.

The parent entity of the Group is mBank S.A., which is a joint stock company registered in Poland and a part of Commerzbank AG Group.

The head office of the Bank is located at 18 Senatorska St., Warsaw.

The shares of the Bank are listed on the Warsaw Stock Exchange.

As at 31 December 2014, mBank S.A. Group covered by the Consolidated Financial Statements comprised the following companies:

mBank S.A., the parent entity

mBank S.A. was established under the name of Bank Rozwoju Eksportu SA by Resolution of the Council of Ministers N° 99 of 20 June 1986. The Bank was registered pursuant to the legally valid decision of the District Court for the Capital City of Warsaw, 16th Economic Registration Division, on 23 December 1986 in the Business Register under the number RHB 14036. The 9th Extraordinary Meeting of Shareholders held on 4 March 1999 adopted the resolution changing the Bank’s name to BRE Bank S.A. The new name of the Bank was entered in the Business Register on 23 March 1999. On 11 July 2001, the District Court in Warsaw issued the decision on the entry of the Bank in the National Court Register (KRS) under number KRS 0000025237.

On 22 November 2013, the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, registered the amendments to the Bank’s By-lows arising from Resolutions N° 26 and Resolutions N° 27 of the 26th Annual General Meeting of mBank S.A., which was held on 11 April 2013. With the registration of changes in By-lows, the name of the Bank has changed from the current BRE Bank Spółka Akcyjna on mBank Spółka Akcyjna (abbreviated mBank S.A.).

According to the Polish Classification of Business Activities, the business of the Bank was classified as ‘Other monetary intermediation’ under number 6419Z. According to the Stock Exchange Quotation, the Bank is classified as ‘Banks’ sector as part of the ‘Finance’ macro-sector.

According to the By-laws of the Bank, the scope of its business consists of providing banking services and consulting and advisory services in financial matters, as well as of conducting business activities within the scope described in its By-laws. The Bank operates within the scope of corporate, institutional and retail banking (including private banking) throughout the whole country and operates trade and investment activities as well as brokerage activities.

The Bank provides services to Polish and international corporations and individuals, both in the local currency (Polish Zloty, PLN) and in foreign currencies.

The Bank may open and maintain accounts in Polish and foreign banks, and can possess foreign exchange assets and trade in them.

The Bank conducts retail banking business in Czech Republic and Slovakia through its foreign mBank branches in these countries.

As at 31 December 2014 the headcount of mBank S.A. amounted to 4 895 FTEs (Full Time Equivalents) and of the Group to 6 318 FTEs (31 December 2013: Bank 4 696 FTEs, Group 6 073 FTEs).

As at 31 December 2014 the employment in mBank S.A. was 6 015 persons and in the Group 8 277 persons (31 December 2013: Bank 5 681 persons, Group 7 826 persons).

The business activities of the Group are conducted in the following business segments presented in detail in Note 5.

Corporates and Financial Markets Segment, including:

Corporate and Investment Banking

  • mFaktoring S.A., subsidiary

The company operates in Poland and provides factoring services for domestic, export and import transactions. It is a member of the Polish Factors Association and Factors Chain International. mBank holds an indirect stake (through MLV 45 Sp. z o.o. spółka komandytowa, its subsidiary) of 100% of shares in the share capital and 100% of votes at the General Meeting of the company.

  • mLeasing Sp. z o.o., subsidiary (the corporate segment of the company’s activity)

The company’s core business is to lease chattels such as: machinery, equipment, technology lines, passenger cars, vans and trucks, tractors, trailers and semi-trailers, buses, vehicles, special equipment, ships, aircraft, rolling stock, office equipment, computer hardware. mLeasing’s offer for corporate clients includes leasing of real estate, mainly offices, hotels, warehouses and logistics centres, petrol stations, public buildings and municipal infrastructure. The company has a network of offices in the largest cities of Poland. mBank holds indirectly through its subsidiary MLV 45 Sp. z o.o. spółka komandytowa 100% shares of mLeasing.

  • Garbary Sp. z o.o., subsidiary

The only business of the company is to administer the buildings of a former meat factories located at 101/111 Garbary St. in Poznań.

  • MLV 45 Sp. z o.o. spółka komandytowa, subsidiary

The company was founded as a result of the transformation of BRE Holding Sp. z o.o. into commandite company. The company’s assets consists of 100% shares of mLeasing Sp. z o.o., 100%  shares of mFaktoring S.A., 73.06% shares of mBank Hipoteczny S.A. and 79.99% shares of mLocum S.A.

  • Transfinance a.s., subsidiary

Transfinance a.s. provides factoring services to small and medium-sized enterprises in the Czech Republic. Its services include domestic and international factoring. The core business of the company also includes purchase of collections, letters of credit, bank guarantees, as well as forfeiting. As at 31 December 2014, the Bank held 100% of Transfinance’s shares. In January 2015, the Bank sold 100% of the company’s shares. The transaction  has been described under Note 24 “Assets and liabilities held for sale”.

  • Dom Maklerski mBanku S.A., (the corporate segment of the company’s activity).

Financial Markets

  • mFinance France S.A., subsidiary

The core business of the company is to raise funds for the Bank by issuing euro-notes on international financial markets. In 2012, the company issued Eurobonds with a nominal value of EUR 500 000 thousand with maturity date in 2015. In 2013, the company has issued the following tranches of Eurobonds maturing in 2018: nominal value of CHF 200 000 thousand and the nominal value of CZK 500 000 thousand. In 2014 there were two issues of Eurobonds with a nominal value of EUR 500 000 thousand each, and maturing dates in 2019 and 2021.

Retail Banking Segment (including Private Banking)

  • Aspiro S.A., subsidiary

Aspiro S.A. offers mBank S.A. and third party banks’ products. Its offer includes mortgage loans, business products, cash loans, insurance products and leasing. It has a national distribution network comprising 23 Stationary Financial Centres, 23 Mobile Financial Centres, 67 mKiosks, including 5 Partner mKiosks.

  • AWL I Sp. z o.o., subsidiary

AWL I Sp. z o.o is the special purpose entity, an indirect subsidiary of mBank SA (100% of the shares in the company holds BRE TUiR S.A.). The company was acquired for the purpose of restructuring the insurance business within the mBank Group.

  • Dom Maklerski mBanku S.A., subsidiary (the retail segment of the company’s activity)

The company’s core business is to provide services related to trading in securities, rights in property other than securities, and other financial instruments on the capital market in accordance with the applicable law and the licences held by the company.

  • mBank Hipoteczny S.A., subsidiary

The core business of mBank Hipoteczny S.A. is to grant mortgage loans to finance commercial real estate, residential development projects and local government investments. The company issues mortgage and public bonds to finance its lending operation.

  • mLeasing Sp. z o.o., subsidiary (the retail segment of the company’s activity)
  • mWealth Management S.A., subsidiary

The company’s core business is to provide comprehensive wealth management services. In 2011, a new business model focused on offering investment related advice was implemented. The Company continues its strategic direction communicated as a change in the offer "From Asset Manager for Wealth Manager." The new model provides advice on all assets, financial and non-financial, focusing on client business plans and assistance in this regard.

  • BRE Ubezpieczenia TUiR S.A., subsidiary, insurer

The core business of the company is insurance activity within the scope of the second division of underwriting – property and casualty insurance. The company sells its products through the Internet platform developed in cooperation with retail branches of the Bank. Also, typical products known as bancassurance for customers of the Bank are sold via an insurance agent, the company BRE Ubezpieczenia Sp. z o.o. The Bank holds indirectly, through its subsidiary Aspiro S.A., 100% of the company’s shares. On 11 September 2014, Aspiro S.A. concluded an agreement with Avanssur SA the company belonging to AXA Group for the sale of 100% shares in BRE TUiR. The transaction is conditioned by meeting specific conditions precedent.

  • BRE Ubezpieczenia Sp. z o.o., subsidiary, insurance agent

The core business of the company involves services provided as an insurance agent and services within the scope of settlements due to insurance agreements of insured persons. The Bank holds indirectly, through its subsidiary Aspiro S.A., 100% of the company’s shares.

  • BRE Agent Ubezpieczeniowy Sp. z o.o., subsidiary, insurance agent

The core business of the company is to provide services as an insurance agent within the scope of settlements and administration of the low contribution insurance contracts in credits. The Bank holds indirectly, through its subsidiary Aspiro S.A., 100% of the company’s shares.

Other

  • mCentrum Operacji Sp. z o.o., subsidiary

The core business of the company is i.a. providing services in the field of data and document management, as well as an electronic archive, a traditional archive, business processes and transaction banking.

  • mLocum S.A., subsidiary

mLocum S.A. is a property developer operating in the primary market of residential real estate. The company develops and assesses investment projects; arranges, supervises and manages building designs and construction work; acts as a 'substitute investor'; sources funds for investment. The Bank holds indirectly, through MLV 45 Sp. z o.o spółka komandytowa, 79.99% of the shares of the company.

  • BDH Development Sp. z o.o., subsidiary

The company's core business is implementation and completion of development projects on the basis of residential property taken over by mBank S.A. Group through restructuring and recovery of investment loans, in order to recover the greatest possible value of the real estate taken over. The Bank holds 100% of the shares of the company.

 

Other information concerning companies of the Group

As a part of the reorganisation of mBank S.A. Group, on 25 February 2014, the share capital of the company AWL I Sp. z o.o. was increased by the amount of PLN 72 876 thousand. All shares in the increased share capital were taken by the current partner BRE Ubezpieczenia TUiR S.A. (“BRE TUiR S.A.”) in exchange for a contribution in kind in the form of 100% of the shares of BRE Ubezpieczenia Sp. z o.o. and 100% of the shares of BRE Agent Ubezpieczeniowy Sp. z o.o.

Therefore, starting from the first quarter of 2014, the Group began to consolidate the subsidiary AWL I Sp. z oo, which was the direct owner of shares in companies BRE Ubezpieczenia Sp. z o.o. and BRE Agent Ubezpieczeniowy Sp. z o.o.

On 30 July 2014, as part of the reorganisation of the insurance business in mBank Group, the company Aspiro S.A. acquired from AWL I Sp. z o.o. 100% of shares of BRE Ubezpieczenia Sp. z o.o. and BRE Agent Ubezpieczeniowy Sp. z o.o. for a total amount of PLN 72 876 thousand. The transaction resulted  in redemption of shares in the company AWL I Sp. z o.o., by which its current share capital amounts to PLN 300 thousand. The sole shareholder of AWL I Sp. z o.o remains BRE Ubezpieczenia TUiR S.A. These events had no impact on the result of mBank Group.

On 11 September 2014, the Bank’s subsidiary Aspiro S.A., a shareholder of the company BRE TUiR, concluded an agreement with Avanssur SA the company belonging to AXA Group for the sale of 100% shares of BRE TUiR.

Therefore, starting from the financial statements as at 30 September 2014, the Group classified BRE TUiR and indirectly its subsidiary AWL I Sp. z o.o. as non-current assets (disposal groups) held for sale.

On 8 December 2014, an agreement for the sale of 100% shares of Transfinance a.s. between mBank S.A. and UniCredit Bank Czech Republic and Slovakia a.s. (UniCredit) was concluded. The transaction was finalized on 20 January 2015, after the fullfilment of all contractual suspending conditions. The sale of Transfinance is the result of implementing the One Bank Strategy for 2012-2016 and is the last stage of restructuring of foreign factoring activities of the Group i.e. after the sale of Magyar Factor zRt. and Intermarket Bank AG in 2011.

In accordance with the above mentioned, the Group classified Transfinance a.s. as non-current assets (disposal groups) held for sale as at 31 December 2014.

Information of the sale of BRE TUiR and Transfinance a.s. are included under Note 24 "Assets and liabilities held for sale".

Information concerning the business conducted by the Group’s entities is presented under Note 5 “Business Segments” of these Consolidated Financial Statements.

The consolidated financial statements of the Bank cover the following companies:

 
Company 31.12.2014 31.12.2013
Share in voting rights (directly and indirectly) Consolidation method Share in voting rights (directly and indirectly) Consolidation method
Aspiro S.A.  100% full 100% full
AWL I Sp. z o.o. 100% full - -
BDH Development Sp. z o.o. 100% full 100% full
BRE Agent Ubezpieczeniowy Sp. z o.o. 100% full 100% full
BRE Ubezpieczenia Sp. z o.o. 100% full 100% full
BRE Ubezpieczenia TUiR S.A. 100% full 100% full
Dom Maklerski mBanku S.A. 100% full 100% full
Garbary Sp. z o.o. 100% full 100% full
mBank Hipoteczny S.A. 100% full 100% full
mCentrum Operacji Sp. z o.o.  100% full 100% full
mFaktoring S.A.  100% full 100% full
mLeasing Sp. z o.o.  100% full 100% full
mWealth Management S.A. 100% full 100% full
MLV 45 Sp. z o.o. spółka komandytowa  100% full 100% full
Transfinance a.s. 100% full 100% full
mFinance France S.A. 99.98% full 99.98% full
mLocum S.A. 79.99% full 79.99% full
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The Management Board of mBank S.A. approved these Consolidated Financial Statements for issue on 2 March 2015.