On 4 April 2012, PKO Bank Polski SA adopted the dividend policy. The general principle of the Bank’s dividend policy is the stable execution of dividend payments over a long period in keeping with the principle of prudent management and in line with the Bank’s and the Group's financial capabilities. The objective of the dividend policy is to optimally shape the Bank’s and the Group’s capital structure, taking into account the return on capital employed and its cost, capital requirements related to development, accompanied by the necessity to ensure an appropriate level of the capital adequacy ratios.
The Management Board’s intention is to recommend to the General Shareholders’ Meeting in the future passing resolutions on dividend payments in amounts exceeding the adopted capital requirements indicated below:
- the capital adequacy ratio of the Bank and the Group will be above 12.00%, and the necessary capital buffer will be maintained,
- the common equity Tier 1 ratio of the Bank and the Group will be above 9.00%, and the necessary capital buffer will be maintained.
However, the dividend payment policy may be amended by the Management Board as required, and the decision in this matter will be made taking into account a number of factors related to the Bank and the Group, in particular, the current and anticipated financial standing and regulatory requirements. In accordance with the provisions of the law, each resolution on the payment of dividend will be considered by the General Shareholders’ Meeting.
The dividend policy described above was approved by the Bank’s Supervisory Board.
Dividend for the year 2011
On 9 May 2012 the Bank’s Management Board adopted a resolution and decided to submit a recommendation to the Ordinary General Shareholders’ Meeting on payment of a dividend for the year 2011 in the amount of PLN 1 587.5 million that is PLN 1.27 per share and proposed 12 June 2012 to be the date relevant establishing the right to the dividend (dividend day) and 27 June 2012 to be the dividend payment date.
In the opinion of the Management Board, the decision on the recommended distribution of profit for 2011 was in accordance with the Bank’s dividend policy adopted on 4 April 2012. In the Bank’s Management Board opinion a dividend payment in the recommended amount was to guarantee that the capital adequacy ratio is maintained above 12% and that the Tier 1 ratio is maintained above 9%, while maintaining the necessary capital buffer. In the Management Board opinion a dividend payment in the recommended amount should allow the Bank to maintain its good capital and liquidity position.
The proposed dividend level was in line with the recommendation of the Polish Financial Supervision Authority with regard to strengthening banks’ capital bases. In accordance with a letter from the PFSA dated 29 December 2011, a bank may recommend payment of a dividend if:
- it has a capital adequacy ratio above 12%,
- its Tier 1 ratio is above 9%,
- it receives a BION rating of at least 2.5,
- the share of foreign currency loans to private individuals in its loan portfolio for private individuals does not exceed 50%.
PKO Bank Polski SA met all the above criteria such that the Management Board might recommend a payment of a dividend. The Management Board’s recommendation on payment of a dividend was considered by and obtained a positive opinion of the Supervisory Board in accordance with § 9 clause 2 of the Memorandum of Association of the Bank. In accordance with Article 395 § 2 clause 2 of the Commercial Companies Code and § 34 of the Memorandum of Association of the Bank, the recommendation was submitted for consideration by the Bank’s Ordinary General Shareholders’ Meeting approving the financial statements for the financial year ending on the 31 December 2011.
On 6 June 2012, the Ordinary General Shareholders’ Meeting of PKO Bank Polski SA, as a result of PKO Bank Polski SA profit appropriation for financial year 2011, allocated PLN 1 587.5 million (i.e. 40.15% of profit) as a shareholders dividend, representing PLN 1.27 per share and it was consistent with the recommendation of the Management Board. The General Shareholders’ Meeting set the following dates:
- day of acquisition of the dividends right on 12 June 2012,
- the dividend payment date on 27 June 2012.
All of the shares of PKO Bank Polski SA, i.e. 1 250 000 000 were covered by the dividend.