41. Equity and shareholding structure of the Bank

  31.12.2015 31.12.2014
Share capital 1 250 000 1 250 000
Reserve capital 20 711 174 18 802 387
General banking risk fund 1 070 000 1 070 000
Other reserves 3 536 391 3 474 127
Total reserves 100 244 28 280
Financial assets available for sale (186) 1 006
Cash flow hedges 170 646 31 046
Actuarial gains and losses (57 657) 5 204
Other comprehensive income (12 559) (8 976)
Currency translation differences from foreign operations (216 501) (192 692)
Undistributed profits 1 222 413 (60 658)
Net profit for the period 2 609 564 3 254 122
Non-controlling interests (18 372) (10 015)
Kapitał własny ogółem 30 264 913 27 615 551

Equity constitutes capital and reserves created in accordance with the legal regulations. The classification to particular components, discussed below, results from the Polish Commercial Companies’ Code, the Banking Law and the requirements of IAS 1.7, IAS 1.78.e, IAS 1.54.q-r and IAS 1.79.b. Equity components of the subsidiaries, other than share capital, in a proportion equal to the interest in the subsidiary held by the parent company, are added to respective equity components of the parent company. The Group's equity includes only those parts of the equity of the subsidiaries which arose after the acquisition of shares by the parent company. In accordance with the legislations which are in force in Poland, only the equity of the parent company and the equity of specific subsidiaries, determined on the basis of stand-alone financial statements, are distributable.

Components of the equity:

  • Share capital comprises solely the share capital of the parent company and is stated at nominal value in accordance with Memorandum of Association and entry to the Register of Entrepreneurs.
  • Reserve capital is created according to the Memorandum of Association of the Group entities, from the distribution of net profits and from share premium less issue costs and it is to cover the potential losses of Group entities.
  • General banking risk fund in PKO Bank Polski SA is created from net profit write-down according to ‘The Banking Law’ dated 29 of August 1997 (Journal of Laws 2015, item 128 with subsequent amendments), hereinafter referred to ‘The Banking Law’ and it is to cover unidentified risks of the Bank.
  • Other reserves are created from the appropriation of net profits. It is uniquely to cover the potential losses in the statement of financial position.
  • Non-controlling interests represent the part of capital in a subsidiary, which cannot be directly or indirectly assigned to the parent company.
  • Other comprehensive income comprises the effects of valuation of financial assets available for sale and the amount of the related deferred tax, the effective part of cash flow hedging resulting from hedge accounting and the related deferred tax as well as actuarial gains and losses and the amount of the related deferred tax. Moreover, the item includes the share of the parent company in the revaluation reserve of associated entities and foreign exchange differences on translation to polish currency of the net result of the foreign operation as a rate constituting the arithmetical average of foreign exchange rates for the currency as at the day ending each of the months in the financial year published by the National Bank of Poland, and foreign exchange differences arising on the measurement of net assets in the foreign operation.

The Bank’s shareholding structure

According to information available as at 31 December 2015 the Bank's shareholding structure is as follows:

Name of entity Number of shares Number of votes % Nominal value of 1 share Share in equity %
         
As at 31 December 2015
The State Treasury 367 918 980 29,43 1 zł 29,43
Aviva Otwarty Fundusz Emerytalny1 83 952 447 6,72 1 zł 6,72
Nationale-Nederlanden OFE 64 594 448 5,17 1 zł 5,17
Other shareholders2 733 534 125 58,68 1 zł 58,68
Total 1 250 000 000 100,00 --- 100,00
As at 31 December 2014
The State Treasury 392 406 277 31,39 1 zł 31,39
Aviva Otwarty Fundusz Emerytalny1 83 952 447 6,72 1 zł 6,72
Nationale-Nederlanden OFE 64 594 448 5,17 1 zł 5,17
Other shareholders 709 046 828 56,72 1 zł 56,72
Total 1 250 000 000 100,00 --- 100,00

1) Number of shares held as at 29 January 2013, reported by Aviva OFE after exceeding 5% of share in PKO Bank Polski SA’s shareholding structure after settlement the transaction of sale of 153.1 million of PKO Bank Polski SA’s shares by BGK and the State Treasury.
2) Including Bank Gospodarstwa Krajowego, which at the publication date of the report for the third quarter of 2015 held 24 487 297 shares, which entitles to 1.96% of votes at the General Shareholders’ Meeting.

All the shares of PKO Bank Polski SA carry the same rights and obligations. Shares are not preference shares, in relation to voting rights and dividends. However, the Memorandum of Association of PKO Bank Polski SA restrict 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:

  • those 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 point (ii) 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’s share capital:

Series Type of shares Number of shares Nominal value of 1 share Series amount by nominal value
Series A registered ordinary shares 312 500 000 1 zł 312 500 000 zł
Series A bearer ordinary shares 197 500 000 1 zł 197 500 000 zł
Series B bearer ordinary shares 105 000 000 1 zł 105 000 000 zł
Series C bearer ordinary shares 385 000 000 1 zł 385 000 000 zł
Series D bearer ordinary shares 250 000 000 1 zł 250 000 000 zł
Total --- 1 250 000 000 --- 1 250 000 000 zł

In 2015 and in 2014, 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.