In 2014, besides the events concerning the acquisition of Nordea Group entities which are described in the note 3, the following events affecting the structure of the PKO Bank Polski SA Group took place:
1. concerning Polski Standard Płatności Sp. z o.o.
On 13 January 2014, a new company – Polski Standard Płatności Sp. z o.o. was registered with the National Court Register. The share capital of the Company amounts to PLN 2 271 thousand and consists of 45 420 shares, each of PLN 50 nominal value. All shares of the Company were acquired by PKO Bank Polski SA for a price equal to the nominal value of the acquired shares.
On 19 September 2014 an increase in the share capital of Polski Standard Płatności Sp. z o.o. of PLN 11 355 thousand, i.e. from PLN 2 271 thousand to PLN 13 626 thousand, was registered with the National Court Register. Shares in the increased share capital were acquired by: Alior Bank SA, Bank Millennium SA, Bank Zachodni WBK SA, ING Bank Śląski SA and mBank SA. As a result of the above-mentioned increase, share of PKO Bank Polski SA in the share capital of the Company and votes at the General Shareholders’ Meeting decreased from 100% to 16.67%.
The Company in the period from 13 January 2014 to 18 September 2014 was a subsidiary of PKO Bank Polski SA, and from 19 September 2014 the Company's shares are recognised in financial assets.
The Company was established as part of a project, conducted jointly with partner banks, concerning building the new mobile payments standard in Poland, based on implemented in 2013 by PKO Bank Polski SA innovative mobile payment solution ‘IKO’.
The new mobile payment system was launched on 9 February 2015 under the name of BLIK.
2. concerning entities of the ‘CENTRUM HAFFNERA’ Sp. z o.o. Group
On 20 January 2014, a decrease in share capital of ‘CENTRUM HAFFNERA’ Sp. z o.o., through redemption of shares owned by the Shareholder – the City of Sopot, was registered with the National Court Register. The share capital of the Company amounts to PLN 60 801 thousand and consist of 121 602 shares, each of PLN 500 nominal value.
As a result of the above-mentioned transaction the Bank holds shares of the above-mentioned Company constituting 72.98% of the Company’s share capital and entitling to 72.98% of votes at the General Shareholders’ Meeting. Due to the commencement of exercising control over the Company, the Company became a subsidiary of PKO Bank Polski SA, and its subsidiaries – became indirect subsidiaries of the Bank.
On 24 January 2014 ‘Kamienica Morska’ Sp. z o.o. in liquidation - a subsidiary of ‘CENTRUM HAFFNERA’ Sp. z o.o.- was removed from the National Court Register.
3. concerning entities of the KREDOBANK SA Group
On 5 February 2014, PKO Bank Polski SA has made a capital contribution to KREDOBANK SA by providing financial donation in the amount of USD 6 020 thousand (i.e. PLN 18 656 thousand at the average NBP exchange rate as at the date of funds transfer). The above-mentioned donation increases the Company’s shares purchase price in the statement of financial position of PKO Bank Polski SA.
An increase in the share capital of Finansowa Kompania ‘Idea Kapitał’ Sp. z o.o. of UAH 1 400 thousand, carried out by increasing the nominal value of the Company’s share and acquired by KREDOBANK SA – the sole shareholder of the above-mentioned Company, was registered with the Ukrainian Register of Businesses on 17 March 2014. As at the end of 2014 the share capital of the Company amounts to UAH 5 500 thousand and comprises 1 share with the above-mentioned value.
4. concerning entities of the PKO Leasing SA Group
On 23 April 2014 an increase in the share capital of PKO Bankowy Leasing Sp. z o.o. of PLN 17 585 thousand was registered with the National Court Register. All shares in the increased Company’s share capital were acquired by PKO Leasing SA – a subsidiary of the Bank, for a price equal to the nominal value of the acquired shares. PKO Leasing SA remains the sole shareholder of the Company.
On 30 September 2014 the following events were registered with the National Court Register of the domicile of the acquirer:
- a merger of PKO Leasing Pro SA and PKO Leasing SA, whereby the entire property of PKO Leasing Pro SA (all assets and equity and liabilities excluding statement of financial position items relating to factoring activities acquired by PKO BP Faktoring SA) was transferred to PKO Leasing SA,
- an increase in the share capital of PKO Leasing SA of PLN 4 057 thousand through the issue of shares, which were granted to PKO Bank Polski SA, as the sole shareholder of PKO Leasing Pro SA (acquiree) under the merger of the above-mentioned Companies.
As at 31 December 2014, the share capital of PKO Leasing SA amounts to PLN 94 057 thousand and consists of 9 405 690 shares, each of PLN 10 nominal value. PKO Bank Polski SA holds shares of PKO Leasing SA constituting 100% of the Company’s share capital and entitling to 100% of votes at the General Shareholders’ Meeting.
5. concerning entities of the Qualia Development Sp. z o.o. Group
On 4 September 2014, the limited partner's contribution (Qualia Development Sp. z o.o.) and the Company’s limited partnership sum were increased by PLN 1 796 thousand, i.e. from PLN 2 551 thousand to PLN 4 347 thousand, by the shareholders’ resolution of Qualia spółka z ograniczoną odpowiedzialnością – Jurata Sp. k. The above-mentioned changes were registered with the National Court Register on 2 October 2014.
On 3 November 2014, the limited partner's contribution (Qualia Development Sp. z o.o.) was increased by PLN 600 thousand, i.e. from PLN 4 700 thousand to PLN 5 300 thousand by the shareholders’ resolution of Qualia spółka z ograniczoną odpowiedzialnością – Sopot Sp. k. The above-mentioned changes were registered with the National Court Register on 31 December 2014.
6. concerning Bankowe Towarzystwo Kapitałowe SA
An increase in the share capital of Bankowe Towarzystwo Kapitałowe SA of PLN 8 500 thousand was registered with the National Court Register on 20 October 2014. As a result of the above-mentioned increase, the share capital of the Company amounts to PLN 33 244 thousand and consists of 332 439 shares, each of PLN 100 nominal value. All shares in the increased Company’s share capital were acquired by PKO Bank Polski SA – the sole shareholder of the Company, for a price equal to the nominal value of the acquired shares.
7. concerning PKO Bank Hipoteczny SA
On 26 August 2014 the Polish Financial Supervision Authority granted its permit to the establishment of the bank under the name of PKO Bank Hipoteczny SA by PKO Bank Polski SA.
On 6 October 2014, PKO Bank Polski SA established PKO Bank Hipoteczny SA, on 24 October 2014 the Company was registered with the National Court Register. The share capital of the Company amounted to PLN 300 000 thousand and consisted of 300 million shares, each of PLN 1 nominal value.
On December 2014 the Company filed the request with the Polish Financial Supervision Authority to issue a permit for starting its operations.
The Company will offer long-term mortgage loans to retail clients and issue long-term mortgage bonds.
8. concerning Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o.
An increase in the share capital of Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. of UAH 420 000 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 17 November 2014. As a result of the above-mentioned increase, share capital of the Company amounts to UAH 950 101 thousand and comprises 1 share with the above-mentioned value.
As at 31 December 2014 the shareholders of the Company are: PKO Bank Polski SA with a 95.47% share in the Company’s share capital and ‘Inter-Risk Ukraina’ Additional Liability Company with a 4.53% share in the Company’s share capital.
9. concerning ‘Inter-Risk Ukraina’ Additional Liability Company.
An increase in the share capital of ‘Inter-Risk Ukraina’ Additional Liability Company of UAH 35 000 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 3 December 2014. As a result of the above-mentioned increase, the share capital of the Company amounts to UAH 78 275 thousand and comprises 1 share with the above-mentioned value.
As at 31 December 2014, PKO Bank Polski SA is the sole shareholder of the Company.
10. concerning the merger of Inteligo Financial Services SA with PKO BP Finat Sp. z o.o.
On 27 May 2014 the Management Board of PKO Bank Polski SA passed a resolution concerning merger of Inteligo Financial Services SA (as acquiree) with PKO BP Finat Sp. z o.o. (as acquirer).
Under the above-mentioned process, before the merger of Entities, the Bank took over the part of Inteligo Financial Services SA’s resources connected mainly with IT services provided for PKO Bank Polski SA and employees from the IT area connected with the operations being transferred to the Bank.
On 28 November 2014 the following events were registered with the National Court Register of the domicile of the acquirer:
- a merger of Inteligo Financial Services SA and PKO BP Finat Sp. z o.o., whereby all the remaining assets of Inteligo Financial Services SA was transferred to the company PKO BP Finat Sp. z o.o.,
- an increase in the share capital of PKO BP Finat Sp. z o.o. of PLN 97 841 thousand through the issue of new shares, which were granted to PKO Bank Polski SA, as the sole shareholder of Inteligo Financial Services SA (acquiree) under the merger of the above-mentioned Companies.
As at 31 December 2014, the share capital of PKO BP Finat Sp. z o.o. amounts to PLN 107 302 thousand and consists of 1 073 025 shares, each of PLN 100 nominal value. PKO Bank Polski SA is the sole shareholder of the Company.
11. concerning equity investments of Merkury – fiz an
In 2014 Merkury – fiz an has taken up:
- 16 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 1 S.K.A.,
- 11 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 2 S.K.A.,
- 10 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 3 S.K.A.,
- 9 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 4 S.K.A.,
- 20 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 5 S.K.A.,
- 11 000 shares with a nominal value of PLN 500 each in the increased share capital of Molina spółka z ograniczoną odpowiedzialnością 6 S.K.A.
The above-mentioned increases were registered with the National Court Register in 2014.
Merkury – fiz an holds shares of the above-mentioned Companies constituting 100% of the share capital and entitling to 100% of the votes at the General Shareholders’ Meetings of those Companies.
12. concerning subsidiaries recognised in non-current assets held for sale
In December 2014, PKO Bank Polski SA reclassified, in accordance with IFRS 5, shares of Qualia Development Sp. z o.o. to the position ‘Non-current assets held for sale’ - the Bank intends to recover the value of the above-mentioned shares through a sale transaction.
A signed letter of intent and the planned transaction relate to the sale of the above-mentioned Company along with the Bank's two properties located in Warsaw.
At the same time, due to the change in 2014 in the strategy of the Bank’s operations towards the companies: Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. and ‘Inter-Risk Ukraina’ Additional Liability Company, taking into consideration difficult economic and political situation in Ukraine, these shares ceased to be recognised in the ‘Non-current assets held for sale’ as at the end of 2014.
13. concerning events which will cause changes in the PKO Bank Polski SA Group in 2015
On 3 November 2014, a new company, Qualia 2 Sp. z o.o., was established within the Qualia Development Sp. z o.o. Group. The Company’s share capital amounts to PLN 5 thousand and consists of 100 shares with a value of PLN 50 each. As at the date of the Company’s incorporation, Qualia Development Sp. z o.o. took up 99 shares. Qualia Sp. z o.o. took up 1 share.
In January 2015, the Company was registered with the National Court Register and took over the duties of general partner in Qualia spółka z ograniczoną odpowiedzialnością - Nowy Wilanów Sp. k.
At the same time, due to the aforementioned changes on 2 February 2015 a change in Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k.’s name was registered with the National Court Register - its current name is as follows: Qualia 2 spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k.