39. Equity and shareholding structure of the Bank

Detailed principles of creating the capitals in PKO Bank Polski SA are described more widely in point ‘Shareholders’ equity’ in the note 2 ‘    

Summary of significant accounting policies and estimates and judgements’.

The Bank's shareholding structure

According to information available as at 31 December 2014 the Bank's shareholding structure is as follows:

All shares of PKO Bank Polski SA carry the same rights and obligations. The shares are not preference shares in relation to voting rights and dividends. Nevertheless the Memorandum of Association of PKO Bank Polski SA restricts the voting rights of shareholders holding more than 10% of the total number of votes at the General Shareholders’ Meeting and forbids those shareholders to execute more than 10% of the total number of votes at the General Shareholders’ Meeting. The above does not apply to:

• shareholders who on the date of passing the resolution of the General Shareholders’ Meeting introducing the limitation of the voting rights had rights from the shares representing more than 10% of the total number of votes at the Bank (i.e. the State Treasury and BGK),
• shareholders who have the rights from A-series registered shares (the State Treasury) and 
• shareholders acting jointly with the shareholders referred to in tiret two above based on an agreement concerning the joint execution of voting rights from shares. Moreover, limitation of the voting rights shall expire when the share of the State Treasury in the Bank's share capital drops below 5%.

In accordance with § 6 clause 2 of the PKO Bank Polski SA's Memorandum of Association, the conversion of A-series registered shares into bearer shares and the transfer of these shares requires an approval of the Council of Ministers in the form of a resolution. Conversion into bearer shares or transfer of A-series registered shares, after getting the above-mentioned approval, results in the expiry of the above-mentioned restrictions in respect of shares subject to conversion into bearer shares or transfer, to the extent to which this approval was given.

The Bank’s shares are listed on the Warsaw Stock Exchange.

The structure of PKO Bank Polski SA share capital:

In 2014 and 2013, there were no changes in the amount of the share capital of PKO Bank Polski SA. Issued shares of PKO Bank Polski SA are not preferred shares and are fully paid.