prepared for the Ordinary General Meeting held on 31 March 2026
mBank.plTable of contents
Activities of the Supervisory Board of mBank S.A. in 2025 4
Composition of the Supervisory Board and performance of its duties 5
Independence of the members of the Supervisory Board and lack of relations
with a shareholder holding at least 5% of the total number of votes 12
Competences, role and responsibilities of the Supervisory Board in supervising
the activities of mBank S.A., including with regard to sustainable development 12
Data on the activities of the Supervisory Board in 2025 13
Main directions of the Supervisory Board's activities in 2025 15
Information on the fulfilment of disclosure obligations to the Supervisory Board
and the remuneration payable to the Supervisory Board's advisor in 2025 16
Activities of the Committees of the Supervisory Board 17
Remuneration and Nomination Committee 18
Audit Committee 19
Risk Committee 21
IT Committee 24
Report on the assessment of the financial statements for 2025, the Management Board's Report on the Bank's performance in 2025 and the Management Board's proposal
on the allocation of the 2025 results and undivided profits from previous years 25
Assessment of the financial statements for 2025, the Management Board's report on the Bank's performance in 2025 and the Management Board's proposals on the
allocation of the 2025 results and undivided profits from previous years 26
Assessment of the Supervisory Board of mBank S.A. on the situation of the bank from the consolidation perspective, with consideration of the adequacy and effectiveness of the internal control system, the risk management system, the system for ensuring compliance of the bank's business with standards or applicable practices, and the internal audit system
operating at the bank 28
mBank Group activity in 2025 29
Assessment of the adequacy and effectiveness of the company's system of internal control, risk management, compliance with standards or applicable practices
and internal audit 33
Assessment of the reasonableness of expenditure in support of culture, charities,
media, community organisations, trade unions, etc 36
Assessment of mBank S.A.'s compliance with the principles of corporate governance and the manner of compliance with the disclosure obligations concerning compliance
with the principles of corporate governance defined in the Warsaw Stock Exchange Rules and regulations on current and periodic reports published by issuers of securities 38
Assessment of internal governance 41
Information on the degree of implementation of the diversity policy 42
Assessment of the compliance with the Principles of Corporate Governance
for Supervised Institutions 44
Assessment of the functioning of the Remuneration Policy at mBank S.A. 47
Summary 51
The Supervisory Board presents this report
in accordance with Article 382 § 3 and § 3[1] of the Code of Commercial Companies, § 70 (1) (14) and § 71 (1) (12)
of the Regulation of the Minister of Finance of 29 March 2018 on Current and Periodic Information Published by Issuers
of Securities and the provisions of the By-Laws of mBank S.A. ("the Bank's By-Laws"), the Rules of the Supervisory Board
of mBank ("the Supervisory Board Rules"), the Best Practice for GPW Listed Companies, the Principles of Corporate Governance for Supervised Institutions ("the Corporate Governance Principles") adopted by Resolution No. 218/2014
of the Polish Financial Supervision Authority of 22 July 2014, and Recommendation Z of the Polish Financial Supervision Authority concerning the principles of internal governance in banks ("Recommendation Z").
Activities of the Supervisory Board of mBank S.A. in 2025
-
Composition
of the Supervisory Board and performance
of its duties
As at 31 December 2025, the Supervisory Board of mBank S.A. worked in the following composition:
Function on the Supervisory Board of mBank S.A.
Chairwoman
1
Prof. Agnieszka Słomka-Gołębiowska
Deputy Chairman
2
Bernhard Spalt
3
Dr Hans-Georg Beyer
4
Tomasz Bieske
Members:
Aleksandra Gren
Sabrina Kensy
Thomas Schaufler
Carsten Schmitt
Dorota Snarska-Kuman
Aleksandra Sroka-Krzyżak
Supervisory Board of mBank S.A. by gender
Number of persons
%
Women
5
50%
Men
5
50%
Total
10
100%
Supervisory Board of mBank S.A.
under
30-50
over
by age
30 years
years
50 years
Number of persons on the Supervisory Board:
-
5
5
In 2025, the composition of the Supervisory Board changed. Following the resignation of Dr. Bettina Orlopp from her position of a member
of the Supervisory Board, submitted on 12 December 2024 with effect
as of 27 February 2025, on 28 February 2025, the Bank's Supervisory Board appointed Mr. Carsten Schmitt for a member of the Supervisory Board.
On 2 July 2025, Mirosław Godlewski submitted his resignation from the position of a member of the Bank's Supervisory Board, effective as of 17 September 2025. On 18 September 2025, the Supervisory Board appointed Dorota Snarska Kuman,
Aleksandra Sroka Krzyżak and Sabrina Kensy as members of the Supervisory Board. Consequently, the Supervisory Board expanded its composition to 10 members.
The current composition of mBank's Supervisory Board supports the goal
of achieving gender-balanced representation among top management positions, in line with the EU directive "Women on Boards" (Directive (EU) 2022/2381
of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJEU L 315, 2022, p. 44).
Competency profiles of the Supervisory Board Members:
Prof. Agnieszka Słomka-Gołębiowska
Chairwoman of the Supervisory Board, independent Supervisory Board Member, Chairwoman of the Remuneration and Nomination Committee, Member of the Risk Committee and Audit Committee
Agnieszka Słomka-Gołębiowska chairs the Supervisory Board of mBank S.A. where she also leads the Remuneration and Nomination Committee. She is an independent member of the Board
of Directors at Jeronimo Martins, as well as Grupa Pracuj S.A. and CD Projekt S.A., where she heads the Audit Committees. She has nearly 20 years of experience serving on the boards of public and private companies in Poland and abroad, covering sectors such as finance services, insurance, new technologies, defense, infrastructure, construction, and real estate. She has also served on advisory bodies of international organizations, including the UN World Food Programme, UNAIDS and
the ILO. She was a member of the European Platform on Sustainable Finance at the European Commission and currently chairs the Programme Council of the Sustainable Investment Forum Poland (POLSIF). She has participated in executive development programmes at Harvard Business School, IESE and the Cambridge Institute for Sustainability Leadership.
Agnieszka Słomka-Gołębiowska is a professor of Economics at the Warsaw School of Economics, where her research focuses on corporate governance and sustainable development. She is the author of books and numerous academic publications, a recipient of Fulbright and Alexander von Humboldt Foundation scholarships, and was awarded the Corporate Governance Personality Award in 2019. She actively supports the development of women in business and young leaders, serving as a mentor in the EmpowerPL+UA programmes and Hertie School of Governance programs, and acts as a Global Ambassador of the Vital Voices initiative.
Bernhard Spalt
Deputy Chairman of the Supervisory Board,
Chairman of the Risk Committee, Member of the Remuneration
and Nomination Committee
Bernhard Spalt graduated from the University of Vienna with a master's degree in law, specializing in European law. He has more than thirty years of professional experience in the financial sector and he has held management and board positions since 1999. He possesses extensive experience in all areas of risk management, having worked for international financial institutions in Austria, Romania, Slovakia, Hungary and Czechia.
In recent years, he served as President of the Management Board at Erste Group Bank AG.
Prior to this, he was a Member of the Management Board responsible for risk management
at Erste Bank der Oesterreichischen Sparkassen AG, Banca Comerciala Romana SA, Slovenska Sporitelna SA, and Erste Bank Hungary ZRT. Since 1 January 2024, he has served as Vice-President of the Management Board (Chief Risk Officer) at Commerzbank AG.
Dr Hans-Georg Beyer
Member of the Supervisory Board and Member of the Audit Committee
Dr. Hans-Georg Beyer studied at Witten/Herdecke University (Business Economics & General Management) and SKEMA Business School (International Finance). In 2020, he received a PhD from the University of St. Gallen (HSG), based on a doctoral thesis on risk governance at the board level of European banks.
Dr. Beyer has many years of experience within Commerzbank Group, including in positions related to managing compliance and internal audit functions. He holds the position of Chief Compliance Officer. He is responsible for all compliance units within Commerzbank Group, including those in its foreign branches and subsidiaries.
Tomasz Bieske
Independent Supervisory Board Member, Chairman of the Audit Committee, Member of the Remuneration and Nomination Committee
Tomasz Bieske holds a master's degree in Economics from the University of Cologne (Germany). For six years after graduation, he worked at the head office of Dresdner Bank AG
in Frankfurt, where his main responsibilities included lending to international corporate clients and trading in sovereign debt on the secondary market. From 1988, he worked for Arthur Andersen in Frankfurt, as a Manager in charge of business consulting for financial institutions. Two years later, he moved back to Warsaw to co-found Arthur Andersen in Poland, where he served as Partner and Head of Financial Markets Group. He was responsible for working with clients from the financial sector, which included auditing the financial statements of leading banks in Poland, the sale of non-performing loan portfolios of banks, and the valuation of private banks' shares. He also participated in several due diligence processes commissioned by foreign investors and in consulting projects in the financial markets sector.
Following the merger of Arthur Andersen and Ernst & Young in 2002, Tomasz Bieske continued as Partner and Head of Financial Markets Group. He led the majority of key projects in the financial services sector, including the preparation of public offerings for PKO BP S.A. and Kredyt Bank S.A., as well as auditing the financial statements of the National Bank of Poland, PKO BP S.A., Pekao S.A., Getin Holding and several other banks, as well as the Social Insurance Institution (ZUS). He also led various advisory projects in the banking sector, including the development of the concept of the GPW privatisation, the preparation of an operational change plan for the Ministry of Finance, and the merger of four state-owned banks into Pekao
S.A. prior to its privatisation. In 2011, he participated in the work of the committee for regulatory and business changes in the cooperative banking sector.
Tomasz Bieske works closely with the Polish Bank Association and the National Association of Cooperative Banks. He holds a license as a Polish statutory auditor. In 2011, he was awarded the gold medal of the Polish Bank Association for his contribution to the development of banking in Poland from 1991 to 2011. He was a member of the supervisory boards of several GPW-listed companies, including Masterlease S.A. and Kruk S.A.
He completed the three-month Oxford Fintech Programme in 2019 and the three-month Venture Capital Programme at the University of Oxford in 2020. Since 2019, he has been
a member of the Association of Independent Non-Executive Directors. In the academic year 2023/2024, he served as a coach for students enrolled in the postgraduate course "Professional Supervisory Board" at Kozminski Academy in Warsaw.
Aleksandra Gren
Independent Supervisory Board Member, Chairwoman of the IT Committee, Member of the Risk Committee and the Remuneration and Nomination Committee
Graduated from Harvard Business School (Negotiations), the London School of Economics (European Policy and Politics), and the University of British Columbia (International Relations). A FinServ technology executive with over 25 years of professional experience in banking technology and banking. She began her career at the Royal Bank of Canada in Vancouver.
After a year-long break for master's studies at the London School of Economics, she started working for ING Bank in Italy, where she participated in preparations for entering the ING Bank Direct market. She continued her career with American fintech companies operating in EMEA, working as an analyst, advisor, and, for many years, as a manager and board member.
Proven track record of successful partnerships and transformational initiatives in the banking sector. Recognized by the London-based Banking Technology Awards and PayTech Leadership Awards as one of the Top 10 Women in Tech in 2016 and 2018. Named Global Ambassador and Mentor by the Bank of America's GAP Global Leadership Development and Mentoring Program for emerging entrepreneurs in the US in March 2019.
Sabrina Kensy
Member of the Supervisory Board, Member of the Risk Committee
Sabrina Kensy graduated from Berlin School of Economics with a degree in Business Administration, specializing in banking. She has over seventeen years of professional experience in corporate banking, gained within the structures of Commerzbank AG, where for almost fourteen years she has held managerial positions. Since January 2021, she has served as Divisional Board Member responsible for the corporate banking division in the Central and Eastern Germany region. Earlier among positions she held were Head of the Central and Eastern Germany regional office responsible for the SME segment, and a manager within the Key Account Management Division. So far throughout her career, she has been responsible for
development of strategy and sales structures, the implementation of optimization processes and credit risk management while maintaining a balanced risk-return profile.
Thomas Schaufler
Member of the Supervisory Board, Member of the IT Committee
Thomas Schaufler graduated in 2002 from the University of Applied Sciences (FHW-Fachhochschule) in Vienna with a Master's degree in Management and Entrepreneurship. He has also completed professional courses and holds various certifications, including Certificated European Financial Analyst (CEFA).
With more than twenty years of professional experience in the banking sector, including fourteen years in managerial positions, Thomas Schaufler is currently a Member of the Management Board of Commerzbank AG, responsible for the business segment of private
and small-business customers. Previously, he served on the Management Board of Erste Group Bank AG, where he was Head of the Group Retail Board. Thomas Schaufler has extensive managerial experience in retail banking sales, treasury sales, product management across European countries and asset management.
Carsten Schmitt
Member of the Supervisory Board,
Member of the Audit Committee and the Remuneration and Nomination Committee
Carsten Schmitt graduated from Business Management and Finance. During the studies, in 1999 he began his career as a Trainee in Corporates & Markets at Commerzbank.
In the following years, he held managerial functions in international institutions, including entities of the banking sector. He held roles such as Team Lead for Credit Derivatives Structuring & Trading, Project Co-Lead for the Essen Hyp & Eurohypo Merger, and as Chief Operating Officer (COO) of Commerzbank in North America. He also gained experience in Risk and Resource Management capacity within the Corporate Clients division.
From 2019 to 2021, he was Divisional Board Member in Group Finance at Commerzbank AG and in 2021 Carsten Schmitt took the role as Executive Vice President, Head of Group Strategy, and Group M&A at Danske Bank.
Starting February 2025, he has been nominated as Chief Financial Officer at Commerzbank AG. He is a member of the Asset and Liability Committee (ALCO), Executive Pension Committee, and Group Market Risk Committee.
Dorota Snarska-Kuman
Independent Supervisory Board Member, Member of the Audit Committee
Dorota Snarska-Kuman holds a Master's degree from the Warsaw School of Economics. She is a Certified Statutory Auditor, licensed by the Polish Chamber of Statutory Auditors. She has completed numerous executive development programs, including at the Kellogg School of Management, the Northwestern University in Chicago, the International Institute for Management Development in Lausanne, and holds a certificate from Supervisory Corporate Boards members program at Harvard Business School in Boston.
She has over thirty years of professional experience in advisory services for the financial sector, particularly for banks, insurance companies, investment and pension funds, as well as leasing and factoring companies. For more than twenty five years she held executive and managerial positions in consulting firms Arthur Andersen, Ernst & Young and Deloitte. She specializes in accounting, auditing, financial reporting, and due diligence projects. She was a member of the Board of Directors of Deloitte Central Europe, where she served as Chair of the Audit Committee and a member of the Nomination and Remuneration Committee. Additionally, she served on the Board of Directors of Deloitte Continental Europe.
Aleksandra Sroka-Krzyżak
Independent Supervisory Board Member, Member of the Risk Committee and IT Committee
Aleksandra Sroka-Krzyżak holds a Master's degree in Finance and Banking from the Wrocław University of Economics. She is a graduate of the Advanced Management Programme
at INSEAD Business School and the Leading Organisations and Change program at the MIT Sloan School of Management.
She has over twenty years of professional experience in strategic consulting, financial services, and technology, including almost fourteen years of experience in holding executive and managerial positions.
Since February 2025, she has been Vice President at Skyscanner, responsible for operations, strategy, M&A, and the development of new business areas. Earlier, she spent 12 years at Boston Consulting Group (BCG), where she led projects for the banking, insurance, and digital sectors among offices in Warsaw, New York, Kyiv, and Milan. For three years, she served as Director
of Strategy and Digital Transformation at PKO Bank Polski, where she co-created the bank's digitalization program. From 2021 to 2024, she was associated with Allegro, overseeing mergers and acquisitions as well as the commercial area, ultimately serving as Vice President for Strategy and Corporate Development.
Current competency profiles of Supervisory Board members are also available on
mBank S.A.'s website.Members of the Bank's Supervisory Board and Management Board are selected in accordance with the Bank's Policy on the Assessment
of Qualifications (Suitability), Appointment and Dismissal of Members of the Bank's Body in mBank S.A. ("the Suitability Policy") which ensures that such persons have the expertise, aptitude, professional experience and reputation appropriate to perform the functions entrusted to them.
The latest amendments to the Suitability Policy were introduced by the Resolution No. 143/25 of the Supervisory Board dated 12 December 2025 and will be approved by the General Meeting. The changes were based, among others, on:
the draft provisions transposing into Polish law Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures ("Women on Boards"), and
the need to introduce greater flexibility into the provisions of the Policy regarding the requirement to obtain the approval of the Polish Financial Supervision Authority (KNF) for the appointment of certain members of the bank's governing bodies, in accordance with applicable law, following the entry into force of amendments to the Banking Law.
Independence of the members of the Supervisory Board and lack of relations with a shareholder holding at least 5% of the total number of votes
In 2025, the composition of mBank's Supervisory Board ensured adequate supervision over the nature and scale of the Bank's activities. In accordance with applicable regulations, half of the members of the Supervisory Board, including its Chairwoman, hold Polish citizenship, speak Polish and have experience in the Polish market. The composition of the Supervisory Board, the versatility and the rich and varied professional experience, knowledge and skills of its members reflect the Bank's diligence in ensuring supervisory functions in all areas of mBank's business.
Half of the Supervisory Board is composed of independent members, in accordance with the independence criteria for Supervisory Board members set out in the EBA Guidelines EBA/GL/2021/06 on the assessment of the suitability of members of the management body and key function holders. The following members of the Supervisory Board met in 2025 the independence criteria:
Prof. Agnieszka Słomka-Gołębiowska
Tomasz Bieske
Aleksandra Gren
Dorota Snarska-Kuman
Aleksandra Sroka-Krzyżak
These persons do not have any actual significant relationship with a shareholder holding at least 5% of the total vote in the company.
Competences, role and responsibilities of the Supervisory Board in supervising the activities
of mBank S.A., including with regard to sustainable development
The competences of the members of the Supervisory Board, their experience and knowledge complement each other in order to exercise an adequate level of collegial supervision of the Bank's activities. The By-Laws of mBank S.A., the Rules of the Supervisory Board, the Rules
of all Committees of the Supervisory Board and other internal regulations ensure that the Supervisory Board fully and adequately performs its supervisory functions. These regulations describe in detail the scope of activities of both the Supervisory Board and its Committees.
The responsibilities set out in the By-Laws and the Rules reflect the requirements of the Banking Law, the KNF Recommendations, the Corporate Governance Principles for Supervised Institutions, the Best Practice for GPW Listed Companies, EU regulations and generally applicable law. In order to streamline the supervisory functions, the Committees of the Supervisory Board supervise in detail the various areas of the Bank's activities.
The Supervisory Board's ongoing supervision, in addition to its standard monitoring duties, is expanding into new areas, including the company's sustainability activities, which today constitutes an important element of many companies' strategies. In 2025, the Supervisory Board approved the new strategy of the mBank Group for 2026-2030 under the slogan "Full Speed Ahead", which also includes the Bank's sustainability goals for 2026-2030.
-
Data
on the activities of the Supervisory Board in 2025
In the past reporting period, the Supervisory Board held 10 meetings and adopted 105 resolutions. The resolutions concerned many areas of the Bank's activity and were in line with the scope of supervisory functions defined by the requirements of generally applicable law (including the Banking Law), recommendations of the Polish Financial Supervision Authority, corporate governance rules, as well as the requirements described in the Bank's By-Laws and the Supervisory Board Rules.
Meetings of the Supervisory Board were held in a hybrid format, including by means of direct remote communication. In addition to regular meetings, the Supervisory Board remained
in close contact with the Management Board and monitored the situation of the Bank on an on-going basis.
In 2025, the members of the Supervisory Board devoted an adequate amount of time to the performance of their duties. The attendance rate of Supervisory Board members at meetings was 92%.
105
RE SOLU TION S
92%
ATTE N D AN CE
In addition to performing the duties required by law, the Supervisory Board deepens its knowledge by participating in specialized workshops and training sessions.
The attendance of the Supervisory Board members at meetings held in 2025 is presented in the table below (the composition of the Supervisory Board as at 31 December 2025):
Supervisory Board Member
Number
of attendances
Number of meetings
Prof. Agnieszka Słomka-Gołębiowska
10
10
Bernhard Spalt
8
10
Dr Hans-Georg Beyer
10
10
Tomasz Bieske
9
10
Aleksandra Gren
10
10
Sabrina Kensy (since 18.09.2025)
2
3
Thomas Schaufler
10
10
Carsten Schmitt
9
10
Dorota Snarska-Kuman (since 18.09.2025)
3
3
Aleksandra Sroka-Krzyżak (since 18.09.2025)
2
3
-
Main directions
of the Supervisory Board's activities in 2025
In 2025, the Supervisory Board at its meetings systematically discussed and evaluated periodic reports of the Management Board on the performance of the mBank Group and individual business lines in relation to the financial plan.
In line with regulatory requirements, the Supervisory Board regularly discussed detailed reports on risk management and on the Bank's activities, in particular in the following areas: IT and IT security, bancassurance, performance of outsourcing tasks, reports on compliance activities in the Brokerage Bureau of mBank S.A. and on the provision of brokerage services on the OTC (over-the-counter) derivatives market. The Supervisory Board discussed on an on-
going basis the situation regarding the FX mortgage loan portfolio (including CHF), taking into account the implementation of the settlements programme, and reports on improvements
in the AML/SAN/CFT area, and approved an update of the Recovery Plan. The Supervisory Board accepted communications addressed to it by the Polish Financial Supervision Authority, including in particular the discussion of the changing regulatory requirements and possible scenarios of development of the current situation.
In addition, the Supervisory Board closely monitored the Bank's current and projected capital position in view of the cost of provisions for the legal risk of the FX portfolio (including CHF and the accumulation of negative macroeconomic factors.
In 2025, the Supervisory Board, in accordance with the recommendation of the Remuneration and Nomination Committee, by Resolution No. 135/25 of 17 November 2025, suspended Julia Nusser, Vice-President of the Management Board for Compliance and HR, from performing her duties as a Management Board member until 31 March 2026.
In 2025, the Supervisory Board performed its oversight duties by also reviewing materials related to ICT risk, third party risk, cybersecurity, and digital technologies.
The Supervisory Board also approved the new strategy of the mBank Group for 2026-2030, under the slogan "Full Speed Ahead". An integral part of the Bank's strategy is the sustainability agenda, focusing on environmental, social and governance factors.
Information on the fulfilment of disclosure obligations to the Supervisory Board and the remuneration payable to the Supervisory Board's advisor in 2025
The Supervisory Board is of the opinion that the Management Board has correctly fulfilled
its obligations to provide the Supervisory Board with information under the provision of Article 3801 of the Code of Commercial Companies. In particular, the Management Board provided information on the Management Board's resolutions and their subject matter and the company's situation, including with regard to the company's assets, as well as important circumstances
in the conduct of the company's affairs, in particular in the area of operations, investments and personnel, and the progress in implementing the company's designated business development directions in an appropriate form, adequate scope and with the right frequency.
The Supervisory Board received all information, documents, reports and explanations concerning the Bank necessary for the supervision of the Bank in the course of its ongoing cooperation with the Management Board and the Bank's employees. In view of the above,
the Supervisory Board did not exercise its authority to request the preparation or transmission of information, documents, reports or explanations concerning the Bank pursuant to Article 382 § 4 of the Code of Commercial Companies.
In 2025, the total remuneration due from the Bank for all examinations commissioned
by the Supervisory Board in accordance with the procedure set out in Article 3821 of the Code of Commercial Companies was 241 260.02 + VAT PLN.
-
Activities of the Committees of the Supervisory Board
In accordance with the Corporate Governance Principles adopted by the Bank, the Best Practice for GPW Listed Companies, the requirements of the Act on Auditors and their Self-government, Entities Authorised to Audit Financial Statements and
Public Supervision, and pursuant to § 22 of the Bank's By-Laws, the following standing committees operate within the Supervisory Board:
the Remuneration and Nomination Committee,
the Audit Committee,
the Risk Committee, and
the IT Committee.
The Committees of the Supervisory Board carry out their functions in accordance with their rules approved by the Supervisory Board. The work of the aforementioned Commissions improves the functioning of the Supervisory Board and increases the efficiency of its operations. Many resolutions of the Supervisory Board are adopted in accordance with the recommendations of the individual Committees, which discuss and thoroughly analyse specific topics from all areas of the Bank's business in advance.
Pursuant to § 22 (3) of the Bank's By-Laws, all standing committees within the Supervisory Board make available to the shareholders detailed reports on their activities for the past reporting year. Such reports are presented in the set of materials for the Ordinary General Meeting, as part of this report.
In performance of the above obligation, the Supervisory Board presents reports on the activities of the Supervisory Board Committees in 2025.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee consisted of:
Function on the Remuneration and Nomination Committee
Chairwoman: 1 Prof. Agnieszka Słomka-Gołębiowska
Tomasz Bieske
Mirosław Godlewski (until 17.09.2025)
Aleksandra Gren (since 18.09.2025)
Members:
Dr Bettina Orlopp (until 27.02.2025)
Carsten Schmitt (since 28.02.2025)
Bernhard Spalt
In 2025 the Remuneration and Nomination Committee held 9 meetings and issued 21 decisions.
In 2025 the Committee conducted a process to identify and select candidates for the position. As a result of the selection process, the Committee recommended the following candidates for the Supervisory Board: Dorota Snarska-Kuman, Aleksandra Sroka-Krzyżak and Sabrina Kensy.
In 2025, the Committee also reviewed the management contracts of the Management Board Members and conducted a review of the list of successors for the Bank's top managerial positions.
The Committee considered matters relating to, among other things, the remuneration principles for Management Board members, employees with material impact on the Bank's risk profile and Bank's employees, the setting and accounting for the achievement of MbO objectives and the determination of bonuses for Management Board members and setting the bonus pool for the Bank's employees. The Committee also discussed the status
of compliance mBank's internal regulations with EU Directive 2022/2381 (Women on Boards).
The Committee analyzed initiatives aiming to close the gender pay gap and measures designed to improve the gender balance in employment and remuneration, and frequently discussed issues of diversity and inclusivity.
The Committee reviewed market benchmarking of remuneration of mBank's employees. The Remuneration and Nomination Committee periodically reviewed the Policy on the Assessment of Suitability of Members of the Bank's Bodies, Minimum Requirements for Members of the Supervisory Board and the Management Board. The Committee approved an updated package of policies including the Policy for the Identification of Key Functions at mBank S.A., Succession Planning, Appointment and Dismissal of Key Function Holders
and Assessment of Their Suitability, Risk Takers Identification Policy mBank S.A., Remuneration Policy for Individuals Having a Material Impact on the Risk Profile of mBank S.A. and Remuneration Policy for Employees of mBank S.A.
9
M E E TIN g S
21
D E CISION S
Audit Committee
The Audit Committee consisted of:
Function within the Audit Committee
Chairman: 1 Tomasz Bieske
Dr Hans-Georg Beyer
Aleksandra Gren (until 17.09.2025)
Dr Bettina Orlopp (until 27.02.2025)
Members:
Dorota Snarska-Kuman (from 18.09.2025)
Carsten Schmitt (since 28.02.2025)
Prof. Agnieszka Słomka-Gołębiowska
Majority of Audit Committee members, including its Chairman fulfil the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight. All Members of the Audit Committee have, individually and collectively, knowledge, skills and experience necessary to properly perform their duties, as specified in the minimum requirements for the Audit Committee adopted by the Supervisory Board, including the knowledge and skills in the areas of accounting, financial statements audit and banking industry.
The Audit Committee held 7 meetings and issued 33 decisions in 2025.
During the meetings, the Audit Committee members have raised a number of issues related to the presented materials, among others in the areas of non-financial sustainability reporting, internal control system, compliance and AML issues and requested additional analysis/
information from the Management Board to be discussed at subsequent Committee meetings.
The Management Board regularly informs the Audit Committee about the bank's financial standing, current and planned financial results, which were discussed in detail during the Committee's meetings, also with the participation of the representatives of the external auditor. The Chairman of the Audit Committee regularly met with the representatives of external auditor to discuss the issues identified during the review of financial statements and review of the group report for individual reporting periods. In addition, the Committee made on a quarterly basis decisions re: approval of the Disclosures regarding capital adequacy and recommended to the Supervisory Board the approval of the annual disclosures regarding capital adequacy of mBank Group.
One of the key topics which continued to take up significant amount of the Committee's attention in 2025 was the analysis of issues related to the foreign currency mortgage loans (including loans other than in CHF) and the status of client settlement programme. During the regular meetings, the impact of key issues arising from the regulatory and market environment on the bank financial results has been discussed, among others: the reform of the market reference indexes (WIBOR), legal risks from the area of customer rights protection (including "free loan sanction") and status of proceedings against the bank in the customer protection area. The Audit Committee has been regularly informed about the changes in the accounting policy and significant changes in IFRS9 models and their impact on bank's P&L.
The Committee regularly issued recommendations regarding cooperation with the external auditor firm with regard to permitted services, not related with the audit of financial statements. The committee is also regularly being informed about the costs of consulting services provided by other advisory firms. The Committee also issued a recommendation on the selection of an audit firm to perform the attestation of the sustainability reporting
of the mBank S.A. Group for the year 2025.
The Committee regularly supervises the functioning of the internal control system, including the execution of the control function, the compliance risk management function, and the internal audit function. In 2025, Audit Committee assessed the effectiveness of control function in mBank Group including results of vertical testing for the year 2024. The Committee carried out a collective assessment of the Internal Control System and the Risk Management System for 2024, and recommended actions aiming to strengthen these systems.
The Audit Committee issued the recommendations to the Supervisory Board to approve annual action plan of the Compliance Department for 2026 and annual internal audits plan for 2026. The members of the Audit Committee received reports on all audits conducted by the Internal Audit Department at the Bank and subsidiaries.
The Chairman of the Audit Committee attended all meetings summarising the results of KNF inspections. The Internal Audit Department regularly informs the Committee on the status
of implementation of KNF post-inspections recommendations and external auditor recommendations from the annual Auditor's letter to the Management Board.
The Audit Committee reviewed the correspondence with KNF and other supervisory authorities on an ongoing basis.
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After reviewing the information from the Management Board, the Committee recommended to the Supervisory Board to consider material transaction concluded in 2024 between mBank and related parties as being at arm's length in the ordinary course of the bank's business.
Risk Committee
The Risk Committee consisted of:
Function on the Risk Committee
Chairman: 1 Bernhard Spalt
Mirosław Godlewski (until 17.09.2025)
Aleksandra Gren
Thomas Schaufler (until 17.09.2025)
Members:
Sabrina Kensy (since 18.09.2025)
Prof. Agnieszka Słomka-Gołębiowska
Aleksandra Sroka-Krzyżak (since 18.09.2025)
The Risk Committee of the Supervisory Board (RCSB) held 4 meetings in 2025, made 26 decisions and issued 10 credit recommendations to the Group Credit Committee. The RCSB minutes were distributed to all Supervisory Board members.
In accordance with the tasks specified in the RCSB Rules the Committee conducted during 2025 regular supervision of credit, market, liquidity, capital and non-financial risk, including operational risk, based on the quarterly Risk & Capital Monitor report of mBank's Vice-President for Risk Management (CRO) and other materials submitted to the RCSB.
The standing items in the meetings of the Risk Committee in 2025 were:
the CRO introduction to the Risk Committee meeting,
the Chief Economist's review of the economic situation in Poland and worldwide and the discussion of its impact on the Bank,
the Risk & Capital Monitor report, providing detailed information on capital & liquidity position and the main risks in the mBank Group's activities,
the Finance area quarterly report on the capital position, MREL and RWA development, from the fourth quarter of 2025 the information scope was incorporated into the Risk & Capital Monitor Report,
information on the legal risk, including the CHF mortgage portfolio and legal uncertainty regarding consumer protection,
information on the ongoing and planned activities to manage ESG risks related
to environmental factors,
information on non-financial risks, incorporated into the Committee meeting agenda in the third quarter of 2025.
In 2025 the Risk Committee reviewed the internal capital and liquidity adequacy assessment process (ICAAP/ILAAP) in mBank Group, Risk Management Strategy and the strategies of managing particular risks (credit risk in retail and corporate areas, liquidity risk, market risk, operational risk, reputational risk, concentration risk, securitization risk, environmental risk) as well as the Investment Strategy, Capital Management Strategy and Contingency Plan in case of a threat of losing financial liquidity. The Risk Committee also adopted a new document in 2025, namely the Risk Appetite.
The Committee issued 26 decisions (mostly recommendations to the Supervisory Board) on the adoption of abovementioned risk management documents and risk limits.
In 2025, the Risk Committee focus remained on the legal risk related to the CHF mortgage portfolio and on issues of legal uncertainty regarding consumer protection. The Committee monitored
the progress of the settlement programme and the statistics of the legal cases. Regarding the regulatory developments, the adjustments to AIRB internal models, and the legal-risk-related costs incurred, the Committee oversaw the Management Board's efforts aimed at strengthening the Group's capital position, including the securitization of loan portfolios and the issuance of AT1 and T2 instruments.
In 2025, in the area of retail credit risk, the Risk Committee focused on maintaining high portfolio quality, increasing the sales volumes of mortgage and cash loans, and implementing process automation while keeping NPL ratios stable.
In corporate credit risk, key activities focused on maintaining stable portfolio quality, sector diversification, and a credit policy that supports profitability and market share growth. At its Q1 and Q2 meetings, the Committee examined the annual reviews of the corporate and retail
loan portfolios. Additionally, in 2025 the Risk Committee issued 10 recommendations for mBank Group Credit Committee with regard to exposures to a single entity.
In 2025, in the area of liquidity risk, the Risk Committee oversaw the maintenance of a stable liquidity position, which was strengthened by the AT1 issuance. The LCR level remained significantly above the market average, and the balance sheet structure was supported
by the growth of core balances and stable deposits.
The Committee's work in the area of market risk focused on monitoring the stabilisation
of net interest income in the context of expected interest rate cuts. The Committee reviewed a scenario analysis of the impact of key market factors on the balance sheet and profitability.
In the third quarter, the Risk Committee was presented with the annual comprehensive review of liquidity risk and market risk.
An important item on the agenda of all Committee meetings in 2025 was the topic of sustainable development (ESG). The work of the Risk
Committee focused on monitoring the development and implementation of a comprehensive Transformation Plan, which includes decarbonisation targets for the entire portfolio and the integration of climate risk into credit processes. The Plan was deemed compliant with European standards.
In the third quarter of 2025, the Risk Committee positively assessed the initiative to reorganise the non-financial risk management framework and implement a new operating model in this area, emphasising its strategic importance.
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In addition, Risk Committee members discussed the periodic reports on frauds (internal and external), reputational risk and the status of legal disputes. The results of the annual assessments of the operational, market and liquidity risks profiles and the annual model risk report were also reviewed.
IT Committee
The IT Committee consisted of:
Function in the IT Committee
Chairwoman: 1 Aleksandra Gren
Mirosław Godlewski (until 17.09.2025)
Members:
Aleksandra Sroka-Krzyżak (since 18.09.2025)
Thomas Schaufler
The IT Committee held three meetings and issued one decision in 2025. The IT Committee supports the Supervisory Board in controlling the area of information technology and IT security at the Bank.
At its meetings, the IT Committee discussed in detail periodic reports of the Management Board on IT and IT security.
The reports provided management information necessary for the IT Committee and the Supervisory Board to exercise appropriate oversight over the areas of:
IT environment security and business continuity management,
IT&Sec Strategy,
management of electronic access channels,
cooperation with IT and IT security service providers,
organisation of the IT&Sec area and its human resources,
IT&Sec risk management.
At its March meeting, the IT Committee discussed material regarding the current status of the implementation of the DORA Regulation. The Committee also reviewed the regular Report on IT and IT Security for H2 2024, as well as the schedule for implementation of IT&Sec Strategy.
At its September meeting, apart from the Report on IT and IT Security, the subject of the agenda was update following the repeal of Recommendation D by the PFSA and an executive summary of IT&Sec strategic directions for 2026-2030.
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During the meeting, the progress in Houston project implementation was summarized and the Globus system migration was analyzed. The Committee members also reviewed the current status of mAlta/Atom project as well as the BION Score for 2025 cycle for the ICT risk area.
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Composition
of the Supervisory Board and performance
of its duties
Report on the assessment of the financial statements for 2025, the Management Board's Report on the Bank's performance in 2025 and the Management Board's proposal on the allocation of the 2025 results and undivided profits from previous years
- Assessment of the financial statements for 2025, the Management Board's report on the Bank's performance in 2025 and the Management Board's proposals on the allocation of the 2025 results and undivided profits from previous years
Pursuant to Article 382 § 3 of the Code of Commercial Companies and § 22 (1) of the Bank's By-Laws, the Supervisory Board carried out an assessment of the Financial Statements of mBank
S.A. for 2025, the Consolidated Financial Statements of the Bank's Group for 2025, and the Management Board's Report on the performance of the mBank Group in 2025 as regards their consistency with the books, documents and facts, and the Management Board's proposals
on the distribution of profit and coverage of loss. The above documents will be tabled by the Bank's Management Board at the Bank's Ordinary General Meeting.
The General Meeting entrusted the audit of the Financial Statements for 2025 to KPMG Audyt Polska spółka z ograniczoną odpowiedzialnością spółka komandytowa ("the auditor") in accordance with the recommendation of the Audit Committee and the Supervisory Board by Resolution No. 33 of the XXXVII Ordinary General Meeting of mBank of 27 March 2024.
Having analysed the Management Board's Report on the performance of the mBank Group, the Financial Statements of mBank S.A. and of the mBank Group, the reports and opinions of the Supervisory Board and its Committees, and having familiarised itself with the auditor's
opinion and the audit report, the Supervisory Board confirms that the financial statements and reports in question are reliable and meet the formal and legal requirements. The Supervisory Board further concluded that the presented separate and consolidated Financial Statements of mBank S.A. and the Group give a clear picture of the financial position of the Bank and
of its development and achievements, including the financial results.
In the assessment of the Supervisory Board, the financial statements and reports were prepared in accordance with the applicable provisions of the Accounting Act of 29 September 1994 and the Regulation of the Minister of Finance of 29 March 2018 on Current and Periodic Information Published by Issuers of Securities.
In making the above assessments, the Supervisory Board also took into account the recommendation of the Audit Committee, presented at its meeting on 25 February 2026.
By Resolution No. 197/26 dated 26 February 2026, the Supervisory Board issued
a positive assessment with regard to the functioning of the Audit Committee and the audit firm conducting the annual audit of the financial statements and confirmed that the financial statements are in line with the Bank's books of accounts and the facts.
The Supervisory Board also assessed the Management Board's proposal on the allocation of the 2025 results and undivided profits from previous years.
As a result, the Supervisory Board approved in the form of resolutions: the Management Board Report on Performance of the mBank Group in 2025 (including mBank S.A.), the Financial Statements of mBank S.A. for 2025, and the Consolidated Financial Statements of the mBank Group for 2025. The Supervisory Board approved, in the form of a separate resolution, the recommendation of the Management Board on the allocation of the results for 2025 and undivided profits from previous years, assuming the allocation of net profit of mBank S.A.
in 2025 in the amount of PLN 3 547 318 501.51 to be left undistributed and not performing the division of undivided profits from previous years in the amount of PLN 3 651 549 717.30.
Assessment of the Supervisory Board of
mBank S.A. on the situation of the bank from the consolidation perspective, with consideration of the adequacy and
effectiveness of the internal control system, the risk management system, the system for ensuring compliance of the bank's business with standards or applicable practices, and the internal audit system operating at the bank
1. mBank Group activity in 2025The Supervisory Board analysed mBank Group's financial results and key performance indicators, taking into consideration both external and internal
factors.
Throughout 2025, Poland was among the fastest growing economies in the European Union (EU). According to preliminary estimates from Statistics Poland (GUS), Poland's GDP growth rate reached 3.6% versus 3.0% in 2024. GDP growth was mainly driven by consumer demand and investment recovery. Private consumption growth was supported by a strong labour market and rising real wages, while investments were driven by inflows of EU funds.
Inflation slowed from 4.9% in early 2025 to 2.4% in December, as pressure from high electricity, gas and fuel prices faded. In the face of weakening inflation, the Monetary Policy Council (RPP) gradually eased the monetary policy, delivering six interest rate cuts. As a result, the NBP reference rate decreased by 175 basis points, reaching 4.00% at the end of 2025. This favoured an increase in lending activity across the banking sector.
In 2025, mBank's Supervisory Board regularly reviewed the Management Board's reports and analysed materials addressing the main areas relevant to assessing the company's position. It approved the mBank Group's Strategy for 2026-2030 and supported the Management Board in implementing business and organisational initiatives aimed at creating optimal conditions for the Group's continued development.
2025 was the final year of mBank Group's strategy for 2021-2025 "From the Icon of Mobility to the Icon of Possibilities". The successful implementation of its key initiatives, grouped into five strategic blocks, has further strengthened mBank's position among the leading banks in Poland in terms of business growth and key financial indicators. The Group successfully surpassed its strategic goals in the area of operational efficiency, stability, growth rate and profitability.