In 2015 the following events affecting the structure of the PKO Bank Polski SA Group took place:
1. concerning entity PKO Towarzystwo Ubezpieczeń SA
On 10 February 2015, PKO Bank Polski SA established PKO Towarzystwo Ubezpieczeń SA with a share capital of PLN 20 000 thousand. The Bank took 20 000 name shares of nominal value PLN 1 000 each and emission price equal PLN 3 650 for each share ei. For the total amount of PLN 73 000 thousand in return from money input. Bank also put to the Entity PLN 15 000 thousand on organization fund.
On 10 March 2015, the Polish Financial Supervision Authority issued a decision in which it authorised the exercise of insurance activities in branch II (non-life insurance) by the above mentioned Company.
The Company was registered with the National Court Register on 13 April 2015.
At the end of 2015 the Company achieved initial operation capability. On 9 January 2016 PKO Towarzystwo Ubezpieczeń SA launched offer of property insurance for individuals clients of PKO Bank Polski SA who take credit cards. In February 2016 the Company launch sales of insurance for real estate and movables, third party insurance in private life, Assistance and insurance against income loss for clients of PKO Bank Polski SA and PKO Bank Hipoteczny SA who take mortgage loans and for guaranteed loans by PKO Bank Polski SA.
2. concerning entity PKO Życie Towarzystwo Ubezpieczeń SA
In 2015 (on 9 June 2015 and on 20 October 2015) with the National Court Register the following changes in the share capital of PKO Życie Towarzystwo Ubezpieczeń SA were registered:
a) a decrease in the share capital by PLN 103 221 thousand through redemption of 925 000 shares of PLN 111.59 nominal value each; the amount received from the decrease was appropriated to cover Company’s losses of from the previous years,
b) an increase in share capital by PLN 223.18 - PKO Bank Polski SA acquired 2 shares of PLN 111.59 nominal value for the emission price of PLN 56 000 thousand.
As at 31 December 2015 the share capital of PKO Życie Towarzystwo Ubezpieczeń SA is PLN 89 309 thousand and is divided into 800 331 shares with nominal value of PLN 111.59 each.
3. concerning entities of the PKO Leasing SA Group
On 4 August 2015 an increase in the share capital of the entity PKO Leasing SA by PLN 80 000 thousand was registered with the National Court Register. All shares in the increased Company’s share capital were acquired by PKO Bank Polski SA.
As at 31 December 2015 the share capital of PKO Leasing SA is PLN 174 057 thousand and is divided into 17 405 690 shares with nominal value of PLN 10 each.
In 2015 (on 23 April 2015 and on 28 October 2015) with the National Court Register an increase in the share capital of the entity PKO Bankowy Leasing Sp. z o.o. by PLN 40 000 thousand was registered. All shares in the increased share capital were acquired by PKO Leasing SA.
As at 31 December 2015 the share capital of PKO Bankowy Leasing Sp. z o.o. is PLN 140 000 thousand and is divided into 280 000 shares with nominal value of PLN 500 each.
4. concerning PKO BP BANKOWY PTE SA
On 29 December 2015 a decrease in the share capital of PKO BP BANKOWY PTE SA by PLN 69 420 thousand through a decrease in nominal value of Company’s shares from PLN 10 000 to PLN 7 330 was registered with the National Court Register. The decrease in the share capital was performed in order to optimize the value of Company’s share capital and utilize the free cash resources within the PKO Bank Polski Group.
The resources from the decrease in Company’s share capital will be paid to PKO Bank Polski SA – the sole shareholder of the Company, after 6 months since the abovementioned registration.
As at 31 December 2015 the share capital of the Company. is PLN 190 580 thousand and is divided into 26 000 shares with nominal value of PLN 7 330 each.
5. concerning entity PKO BP Faktoring SA
In June 2015 the entity Bankowe Towarzystwo Kapitałowe SA holding 8 999 shares and PKO Bank Polski SA holding 1 share, sold the entire stock of shares of PKO BP Faktoring SA to the entity PKO Leasing SA.
As at 31 December 2015 the entity PKO Leasing SA (subsidiary of the Bank) is the sole shareholder of PKO BP Faktoring SA.
6. concerning NEPTUN – non-public assets closed-end investment fund
In 2015 PKO Bank Polski SA acquired in total 8 588 953 investment certificates of series A, B and C of NEPTUN - non-public assets closed-end investment fund. The acquisition value amounted to PLN 94 663 thousand. Part of certificates was acquired for non - financial contribution of shares of Bankowe Towarzystwo Kapitałowe SA and shares of selected public entities from the Bank financial assets. The fund mentioned above is managed by PKO Towarzystwo Funduszy Inwestycyjnych SA.
The main purpose of the Fund is to invest the funds collected through non-public offering of the investment certificates in securities, money market instrument, and other property rights specified in the Statue of the Fund and the Investment Funds Act.
Simultaneously, in June 2015 PKO Bank Polski SA sold to the above mentioned Fund all its shares of the entity ‘CENTRUM HAFFNERA’ Sp. z o.o which was Bank’s subsidiary and also the entity ‘Centrum Obsługi Biznesu’ Sp. z o.o. which was Bank’s joint venture
As at 31 December 2015, NEPTUN - fizan and entities Bankowe Towarzystwo Kapitałowe SA and ‘CENTRUM HAFFNERA’ Sp. z o.o. (with its subsidiaries ‘Sopot Zdrój’ Sp. z o.o. and ‘Promenada Sopocka’ Sp. z o.o.) as entities controlled by PKO Bank Polski SA are fully consolidated in the financial statement of the PKO Bank Polski SA. The entity ‘Centrum Obsługi Biznesu’ Sp. z o.o.is a joint venture of the Fund and in the financial statement of the PKO Bank Polski SA is still valued by the equity method.
7. concerning entities of the Qualia Development Sp. z o.o. Group
On 9 January 2015, Qualia 2 Sp. z o.o. was registered with the National Court Register. The Company's share capital amounts to PLN 5 thousand and is divided into 100 shares with a nominal value of PLN 50 each. As at 31 December 2015 Qualia Development Sp. z o.o.. is the sole shareholder of the abovementioned Company.
Qualia 2 Sp. z o.o. took over from Qualia Sp. z o.o. all the rights and obligations of the general partner in Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k. – agreement of sale of all rights and obligations in this regard was concluded on 14 January 2015.
At the same time, in connection with the above-described changes, on 2 February 2015, the change of the name of Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k. was registered with the National Court Register - the current name is: Qualia 2 spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k.
On 26 October 2015, Qualia 3 Sp. z o.o. was registered with the National Court Register. The Company's share capital amounts to PLN 5 thousand and is divided into 100 shares with a nominal value of PLN 50 each. As at 31 December 2015 Qualia Development Sp. z o.o. is the sole shareholder of the abovementioned Company.
Qualia 3 Sp. z o.o. took over from Qualia Sp. z o.o. all the rights and obligations of the general partner in Qualia spółka z ograniczoną odpowiedzialnością – Neptun Park Sp. k. – agreement of sale of all rights and obligations in this regard was concluded on 4 November 2015
At the same time, in connection with the above-described changes, on 7 december 2015, the change of the name of Qualia spółka z ograniczoną odpowiedzialnością – Neptun Park Sp. k. was registered with the National Court Register - the current name is: Qualia 3 spółka z ograniczoną odpowiedzialnością – Neptun Park Sp. k.
On 3 November 2015 an increase in the limited partner’s contribution (entity Qualia Development Sp. z o.o.) of the entity Qualia sp. z o.o. – Sopot Sp. k. by PLN 4 900 thousand, i.e from PLN 5 300 thousand to PLN 10 200 thousand, was registered with the National Court Register.
On 26 November 2015 an increase in the share capital of the entity Qualia – Rezydencja Flotylla Sp. z o.o by PLN 22 300 thousand was registered with the National Court Register. All shares in the increased capital were acquired by Qualia Development Sp. z o.o.
As at 31 December 2015 the share capital of Qualia – Rezydencja Flotylla Sp. z o.o. is PLN 33 826 thousand and is divided into 33 826 shares with nominal value of PLN 1 thousand each.
In 2015 the entity Qualia Development Sp. z o.o. made a contribution to the share capital of Qualia 2 Sp. z o.o in the amount of PLN 49 500 and a contribution to the share capital of Qualia 3 Sp. z o.o in the amount of PLN 30 thousand, and also received PLN 7 000 thousand from the entity Qualia - Residence Sp. z o.o. as a repayment of part of the contributions to the share capital of this entity.
8. concerning entity ‘Centrum Majkowskiego’ Sp. z o.o. in liquidation
On 4 May 2015 the Entity ‘Centrum Majkowskiego’ Sp. z o.o. in liquidation, the subsidiary of ‘CENTRUM HAFFNERA’ Sp. z o.o, was removed from National Court Register.
9. concerning subsidiaries recognised in non-current assets held for sale
In accordance to the plan to recover the value of the shares of Qualia Development Sp. z o.o. through a sale transaction within the PKO Bank Polski SA Group, the Company ceased to be recognised in the ‘Non-current assets held for sale’ in the consolidated financial statements.
10. concerning events which will cause changes in the Group in the following quarters
On 9 November 2015 PKO Bank Polski SA paid for the acquisition of 33 billion shares of KREDOBANK SA in new emission of nominal and emission value UAH 330 000 thousand. The abovementioned increase has not been registered before 31 December 2015.
After registration of the abovementioned increase, the share of PKO Bank Polski SA in the share capital of KREDOBANK SA and share in voting rights at the General Shareholders’ Meeting of the Company will increase to 99.6293%
As regards to the companies constituting joint ventures and associates, in 2015 following events took place:
1. concerning entity Bank Pocztowy SA
On 20 November 2015 an increase in the share capital of the entity Bank Pocztowy SA by PLN 12 842 480 was registered with the National Court Register. PKO Bank Polski SA acquired 321 062 shares of PLN 3 210 620 total nominal value and PLN 15 000 016.64 total emission value. The remaining shares were acquired by Poczta Polska SA. In sum Bank Pocztowy SA was recapitalized by current shareholders in the amount of PLN 60 000 thousand.
As a result of the abovementioned increase in the capital PKO Bank Polski SA still holds 25% of the share capital of the Company plus 10 shares.
2. concerning entities of the Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o. Group
Entity Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o. (constituting a joint venture of the Bank) established two subsidiaries, including:
EVO Payments International Sp. z o.o. with its registered office in Poland which was registered with the National Court Register on 9 February 2015; the share capital of the Company at the end of 2015 is PLN 282 thousand (wherein shares in the increased share capital with nominal value of PLN 277 thousand were acquired for the emission price of PLN 13 850 thousand),
EVO Payments International s.r.o. with its registered office in the Czech Republic which was registered with the Commercial Register of the Czech Republic on 16 February 2015; the share capital at the end of 2015 is CZK 30 200 thousand.
The object of the above mentioned companies is to conduct activities supporting financial services.
3. concerning entity FERRUM SA
On 28 December 2015 PKO Bank Polski SA acquired through debt collection activities (foreclosure of the collateral) 5 147 730 shares of the public company FERRUM SA, which account for 20.97% in the share capital of the Company and entitle to 20.97% of voting rights at the General Shareholders’ Meeting. The Company became an associate. The main activity of the Company is production of welded steel pipes, production of structural hollow section and delivering coating services.
The Company owns two subsidiaries. Zakład Konstrukcji Spawanych FERRUM SA produces steel structures and their parts and FERRUM MARKETING Sp. z o.o. provides marketing services.