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Changes to the organisation of subordinated entities

In 2013, the structure of the PKO Bank Polski SA Group was affected by the following events:

1.Changes in PKO Leasing SA Group

Bankowy Fundusz Leasingowy SA (a subsidiary of the Bank) changed its name to PKO Leasing SA - the change was registered with the National Court Register on 27 March 2013.

Bankowy Leasing Sp. z o.o. (a subsidiary of PKO Leasing SA) changed its name to PKO Bankowy Leasing Sp. z o.o. - the change was registered with the National Court Register on 28 March 2013.

On 19 March 2013 an increase in the share capital of PKO Leasing SA of PLN 20 000 thousand was registered with the National Court Register. As a result of the above mentioned increase, the Company’s share capital amounts to PLN 90 000 thousand and consists of 9 000 000 shares, each of PLN 10 nominal value. All the shares in the increased Company’s share capital were acquired by PKO Bank Polski SA for a price equal to the nominal value of the shares taken up. As a result of the above mentioned transactions PKO Bank Polski SA still remains the sole shareholder of PKO Leasing SA. PKO Leasing Sverige AB with registered office in Stockholm was registered with the Swedish Register of Businesses on 18 September 2013. Share capital of the Company amounts to EUR 6 thousand and is divided into 600 shares at nominal value of EUR 10 each. All shares of the above mentioned Company were taken up by PKO Leasing SA. The Company’s activity is provision of leasing services.

On 19 December 2013 PKO Leasing SA made an additional contribution to PKO Leasing Sverige AB in the amount of EUR 994 thousand (i.e. PLN 4 145 thousand at the average NBP exchange rate as at the date of contribution).

2.Acquisition of a share in the increased share capital of Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. by PKO Bank Polski SA

An increase in the share capital of Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. of UAH 484 000 thousand, carried out by increasing the nominal value of the Company’s share and acquired by PKO Bank Polski SA, was registered with the Ukrainian Register of Businesses on 10 September 2013. As a result of the above mentioned increase, share capital of the Company amounts to UAH 530 101 thousand and comprises 1 share with the above mentioned value.

3.Sale of the block of shares in Centrum Elektronicznych Usług Płatniczych
eService Sp. z o.o.

On 7 November of 2013 PKO Bank Polski SA entered into an agreement with EVO Payments International Acquisition, GmbH with its seat in Germany (the ‘Investor’) - a subsidiary of EVO Payments International, LLC with its seat in the United States (‘EVO’) and with EVO relating, to the acquisition by the Investor of shares in the limited liability company by the Bank, which will be incorporated as a result of the transformation of the joint stock Centrum Elektronicznych Usług Płatniczych eService Spółka Akcyjna into a limited liability company (‘the Company’).

In December 2013 the Bank received a decision of the European Commission expressing no objections to the exercise of the joint control over CEUP eService SA by the PKO Bank Polski SA and by EVO, and CEUP eService SA was transformed into limited liability company. On 31 December 2013 shares representing 66% of the share capital of Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o. and giving right to 66% of the votes at the Shareholders’ Meeting of the Company, were transferred to the Investor.

At the same time the following agreements were signed and enter in force as of 31 December 2013:

  • a shareholders’ agreement governing the rules of cooperation of the Bank, the Investor and the Company including decision making, in connection with the equity exposure of the shareholders;
  • an agreement governing on strategic cooperation the rules for business cooperation, between the Bank and the Company.

As at 31 December 2013 PKO Bank Polski SA holds shares of above mentioned Company constituting 34% of the Company’s share capital which entitles to 34% of the votes at The Shareholders’ Meeting. The Company became jointly controlled entity of PKO Bank Polski SA.

4.Capital contribution to KREDOBANK SA by financial donation.

On 29 November 2013 PKO Bank Polski SA made a capital contribution to KREDOBANK SA by financial donation in the amount of USD 20 681 thousand (i.e. PLN 63 793 thousand according to the average NBP exchange rate as of the date of funds transfer).

Above mentioned donation increases the purchase price in the statement of financial position of the PKO Bank Polski SA.

5.Acquisition of the investment certificates

In October 2013 PKO Bank Polski SA acquired 12 000 000 units of investment certificates in the Mercury Fund – fiz an with the total value of PLN 120 000 thousand. The above mentioned Fund is managed by PKO TFI SA.
The principal activity of the Fund is to place funds collected through non-public offering of investment certificates in securities, money market instruments and other property rights set out in the Memorandum of Association of the Fund and the Investment Funds Act. The Fund conducts investment activity through 8 commercial companies. As at 31 December 2013, the Fund and 8 companies of the Fund, as entities controlled by PKO Bank Polski SA are fully consolidated in the financial statements of the PKO Bank Polski SA Group.

6. Changes to the Qualia Development Sp. z o.o. Group

-concerning Qualia Development Sp. z o.o.

  • An increase in the share capital of Qualia Development Sp. z o.o. of PLN 20 348 thousand was registered with the National Court Register on 24 September 2013. Shares in the increased capital of the Company were taken up by PKO Bank Polski SA and covered by a cash contribution.
  • An increase in the share capital of Qualia Development Sp. z o.o. of PLN 215 460 thousand was registered with the National Court Register on 20 December 2013. Shares in the increased capital were fully paid in cash contributed by offsetting amounts due from PKO Bank Polski SA to Qualia Development Sp. z o.o. for the reimbursement of capital contribution made in the Company by the Bank in the total amount of PLN 215 460 thousand.
  • On 20 December 2013, the Extraordinary General Shareholders’ Meeting of Qualia Development Sp. z o.o. passed a resolution on share capital increase of Qualia Development Sp. z o.o. of PLN 106 800 thousand by issuing new shares. Shares in the increased capital were fully covered by contribution in kind in the form of 77 474 shares of Fort Mokotów Inwestycje Sp. z o.o. owned by PKO Bank Polski SA. The above-mentioned increase requires registration with the National Court Register. According to resolution on share capital increase since 20 December 2013, the share capital of Qualia Development Sp. z o.o. amounts to PLN 347 108 thousand and consists of 694 215 shares, each of PLN 500 nominal value. As at 31 December 2013 PKO Bank Polski SA is the sole shareholder of the Company.

-concerning Fort Mokotów Inwestycje Sp. z o.o.

  • On 19 April 2013 an increase in the share capital of Fort Mokotów Inwestycje Sp. z o.o. of PLN 4 194 thousand was registered with the National Court Register. As a result of the above mentioned increase, the share capital of the Company amounts to PLN 77 483 thousand and consists of 77 483 shares, each of PLN 1 thousand nominal value. PKO Bank Polski SA acquired 4 193 shares with the total nominal value of PLN 4 193 thousand, and Qualia Development Sp. z o.o. acquired 1 share in the increased share capital.
  • On 20 December 2013 Qualia Development Sp. z o.o. concluded an agreement with PKO Bank Polski SA, according to which all shares of Fort Mokotów Inwestycje Sp. z o.o. held by the Bank were transferred to the Qualia Development Sp. z o.o. in exchange for taking up shares in the increased share capital of Qualia Development Sp. z o.o. The transfer of shares ownership was effective on 31 December 2013. As a result of the above mentioned transaction, since 31 December 2013 Qualia Development Sp. z o.o. is the sole shareholder of Fort Mokotów Inwestycje Sp. z o.o. (the change was registered with the National Court Register on 3 February 2014).

-concerning Qualia spółka z ograniczoną odpowiedzialnością – Zakopane Sp. k.

  • By the Partners’ Resolution of Qualia spółka z ograniczoną odpowiedzialnością - Zakopane Sp. k. the amount of limited partner’s (Qualia Development Sp. z o.o.) contribution and the limited partnership amount was increased from PLN 1 thousand to PLN 1 139 thousand (including the increase to the amount of PLN 441 thousand by the resolution of 17 January 2013 and to the amount of PLN 1 139 thousand by the resolution of 17 October 2013). The above mentioned changes were registered with the National Court Register on 13 February and on 29 November 2013.

-concerning Qualia spółka z ograniczoną odpowiedzialnością – Jurata Sp. k.

  • On 17 January 2013 by the Partners’ Resolution of Qualia spółka z ograniczoną odpowiedzialnością - Jurata Sp. k. the amount of limited partner’s (Qualia Development Sp. z o.o.) contribution and the limited partnership amount was increased from PLN 1 thousand to PLN 2 551 thousand. The above mentioned changes were registered with the National Court Register on 13 February 2013,

-concerning Sarnia Dolina Sp. z o.o.

  • On 12 April 2013 all the terms and conditions of the agreement relating to the purchase of 44% of shares in the share capital of Sarnia Dolina Sp. z o.o. by Qualia Development Sp. z o.o. from Przedsiębiorstwo Robót Inżynieryjnych ‘Pol-Aqua’ SA were met; thus Qualia Development Sp. z o.o. became the sole shareholder of Sarnia Dolina Sp. z o.o. The above mentioned change was registered with the National Court Register on 16 May 2013.
  • On 16 May 2013 an increase in the share capital of Sarnia Dolina Sp. z o.o. of PLN 6 924 thousand was registered with the National Court Register. As a result of the above mentioned increase, the share capital of the Company amounts to PLN 6 974 thousand and consists of 13 948 shares, each of PLN 500 nominal value. The shares in the increased Company’s share capital were acquired by Qualia Development Sp. z o.o.

-concerning Giełda Nieruchomości Wartościowych Sp. z o.o.

  • On 17 April 2013 Giełda Nieruchomości Wartościowych Sp. z o.o. was registered with the National Court Register. The Company’s share capital amounts to PLN 5 thousand and consists of 100 shares each of PLN 50 nominal value. On the day of establishment, shares in the Company with a nominal value of PLN 4 950 thousand were taken up by Qualia Development Sp. z o.o., and 1 share with a nominal value of PLN 50 was taken up by Qualia Sp. z o.o. As of 17 October 2013 the sole shareholder of the Company is Qualia Development Sp. z o.o., which repurchased 1 share with a price equal to the nominal value of the share.

-concerning Qualia – Rezydencja Flotylla Sp. z o.o.

  • An increase in the share capital of Qualia – Rezydencja Flotylla Sp. z o.o. of PLN 9 026 thousand was registered with the National Court Register on 24 September 2013. As a result of the above mentioned increase, the share capital of the Company amounts to PLN 11 526 thousand and is divided into 11 526 shares at nominal value of PLN 1 thousand each. In 2013 Qualia Development Sp. z o.o. made an additional contribution to Qualia - Residence Sp. z o.o. in the total amount of PLN 3 127 thousand and made an additional contribution to Sarnia Dolina Sp. z o.o. in the total amount of PLN 18 750 thousand.

7. Reclassification of shares to non-current assets held for sale

In December 2013, PKO Bank Polski SA reclassified shares in Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. and in ‘Inter-Risk Ukraina’ Additional Liability Company to non-current assets held for sale - the Bank intends to recover the value of the above mentioned shares through a sale transaction.

8. Events, which will result in changes in the PKO Bank Polski SA Group in the following quarters

-On 12 June 2013 PKO Bank Polski SA and Nordea Bank AB (publ) signed an agreement setting out the terms of an acquisition from Nordea Bank AB (publ) and other entities from the Nordea Group of:

  • shares of Nordea Bank Polska SA representing 99.21% of the share capital of the Company together with a portfolio of corporate loans to customers of Nordea Bank AB (publ),
  • shares of Nordea Polska Towarzystwo Ubezpieczeń na Życie SA representing 100% of the share capital of the Company,
  • shares of Nordea Finance Polska SA representing 100% of the share capital of the Company.

Detailed information regarding above mentioned agreement is included in point 5.2 of the Financial Statements.

-On 9 October 2013 the National Court Register received a request to amend the Articles of Association of CENTRUM HAFFNERA Sp. z o.o. (the entity jointly controlled by the Bank) in terms of reduction of the share capital through redemption of shares owned by the Shareholder – the City of Sopot. On 20 January 2014 the above mentioned reduction of the share capital was registered with the National Court Register and since 20 January 2014 CENTRUM HAFFNERA Sp. z o.o. became a subsidiary of PKO Bank Polski SA.

In 2013, the following events concerning jointly controlled entities and associates took place:

1.Changes to the CENTRUM HAFFNERA Sp. z o.o. Group 

On 1 June 2013 the liquidation of Kamienica Morska Sp. z o.o. (a subsidiary of CENTRUM HAFFNERA Sp. z o.o.) in connection with the completion of the project was commenced. On 24 January 2014 the Company was removed from the National Court Register.

On 1 December 2013 the liquidation of Centrum Majkowskiego Sp. z o.o. (a subsidiary of CENTRUM HAFFNERA Sp. z o.o) in connection with the completion of the project was commenced.

2.The sale of shares of Kolej Gondolowa Jaworzyna Krynicka SA

On 24 September 2013, PKO Bank Polski SA sold the entire block of shares of Kolej Gondolowa Jaworzyna Krynicka SA (an associate of the Bank) to Polskie Koleje Górskie SA.

3.The sale of shares of Agencja Inwestycyjna CORP-SA SA

On 31 October 2013 PKO Bank Polski SA sold the entire block of shares  of Agencja Inwestycyjna CORP-SA SA (the associate of the Bank).