Changes to the entities
of the Group

Changes to the entities of the Group, jointly controlled entities and associates

In 2011 the following events, concerning subsidiaries (direct and indirect), affecting the structure of the PKO Bank Polski SA Group took place:

  1. concerning Bankowe Towarzystwo Kapitałowe SA

    On 12 January 2011, an increase in the share capital of Bankowe Towarzystwo Kapitałowe SA of PLN 3 000 thousand was registered in the National Court Register. As a result of the above-mentioned increase, the Company’s share capital amounts to PLN 24 243.9 thousand and consists of 242 439 shares, each of PLN 100 nominal value.

    All the shares in the increased share capital were acquired by PKO Bank Polski SA for a price equal to the nominal value of the shares taken up.

    As at 31 December 2011, the interest of PKO Bank Polski SA in the share capital and in the votes at the General Shareholders’ Meeting of the Company was 100%.

  2. concerning PKO BP Factoring SA

    On 7 March 2011, an increase in the share capital of PKO BP Faktoring SA in the total amount of PLN 1 500 thousand was registered in the National Court Register. As a result of the above-mentioned increase, the Company’s share capital amounts to PLN 9 000 thousand and consists of 9 000 shares, each of PLN 1 thousand nominal value.

    All shares in the increased share capital were acquired by Bankowe Towarzystwo Kapitałowe SA, a subsidiary of PKO Bank Polski SA, for PLN 3 000 thousand, while PLN 1 500 thousand was recognised in the Company’s reserve capital.

    Following the registration of the above-mentioned share issue, the interest of BTK SA in the share capital and in the votes at the General Shareholders’ Meeting of the Company is 99.9889%.

  3. concerning the process of liquidation of Centrum Finansowe Puławska Sp. z o. o.

    On 13 June 2011, an increase in the share capital of Centrum Finansowe Puławska Sp. z o.o. of PLN 39 000 thousand was registered with the National Court Register. As a result of the above-mentioned increase, the Company’s share capital amounts to PLN 117 808 thousand and consists of 14 726 shares, each of PLN 8 thousand nominal value.

    All shares in the increased share capital were acquired by PKO Bank Polski SA for a price equal to the nominal value of the shares taken up. The funds raised as a result of the above-mentioned capital increase were used for early repayment of the loan with PKO Bank Polski SA.

    In the result of the above-mentioned share issue, the interest of PKO Bank Polski SA in the share capital and in the votes at the General Shareholders’ Meeting of the Company is still 100%.

    On 1 July 2011, PKO Bank Polski SA, as the sole shareholder of Centrum Finansowe Puławska Sp. z o.o., passed a resolution on the Company's winding up and opening its liquidation as of 1 July 2011. The relevant motion was filed with the National Court register on 4 July 2011.

    The winding up of the Company will not result in any changes to the scope of activities of the PKO Bank Polski SA Group – in the Bank, activities related to the acquisition of management of the Centrum Finansowe Puławska building in Warsaw together with the property are carried out, which is the main activity conducted by the Company.

  4. concerning the takeover of direct control of PKO BP Finat Sp. z o.o. by PKO Bank Polski SA

    As part of the process related to the takeover of direct control of PKO BP Finat Sp. z o.o. by the Bank, on 12 September 2011 PKO BP Finat Sp. z o.o. repaid to PKO BP BANKOWY Powszechne Towarzystwo Emerytalne SA capital contribution in the amount of PLN 2 500 thousand.

    In the third quarter of 2011 PKO Bank Polski SA bought from its subsidiaries all shares of PKO BP Finat Sp. z o.o., of which:

    • On 24 August 2011 bought from Inteligo Financial Services SA 75 999 shares of PKO BP Finat Sp. z o.o. with a total nominal value of PLN 7 599.9 thousand; purchase price of the above-mentioned shares amounted to PLN 9 392.7 thousand.
    • On 13 September 2011 bought from PKO BP BANKOWY Powszechne Towarzystwo Emerytalne SA 18 610 shares of PKO BP Finat Sp. z o.o. with a total nominal value of PLN 1 861 thousand; purchase price amounted to PLN 2 300 thousand.

    As a result of the above-mentioned transaction, PKO Bank Polski SA directly holds shares of PKO BP Finat Sp. z o.o. which represent 100% interest in the share capital of the Company and entitle to 100% of the votes at the General Shareholders’ Meeting.

  5. concerning Bankowy Leasing Sp. z o.o.

    On 27 January 2011, the increase in the share capital of Bankowy Leasing Sp. z o.o. in the total amount of PLN 6 600 thousand was registered with the National Court Register. All the shares were acquired by Bankowy Fundusz Leasingowy SA – a subsidiary of the Bank – for a price equal to the nominal value of the shares taken up.

    On 11 May 2011, the increase in the share capital of Bankowy Leasing Sp. z o.o. in the total amount of PLN 12 700 thousand was registered with the National Court Register. All the shares were acquired by Bankowy Fundusz Leasingowy SA – a subsidiary of the Bank – for a price equal to the nominal value of the shares taken up.

    On 28 September 2011 Bankowy Fundusz Leasingowy SA bought from PKO Bank Polski SA 1 share in Bankowy Leasing Sp. z o.o. The purchase price was PLN 0.8 thousand. As a result of the above transaction Bankowy Fundusz Leasingowy SA became the sole shareholder of the company Bankowy Leasing Sp. z o.o.

    On 30 December 2011 with the National Court Register was registered:

    • the increase in the share capital of Bankowy Leasing Sp. z o.o. in the total amount of PLN 15 414.5 thousand by the share issue, which were granted to Bankowy Fundusz Leasingowy SA as a sole shareholder of the company BFL Nieruchomości Sp. z o.o. (acquiree) in a merger of the subsidiaries of Bankowy Fundusz Leasingowy SA,

    • the merger of the subsidiaries of Bankowy Fundusz Leasingowy SA, as a result of which the whole assets of the company BFL Nieruchomości Sp. z o.o. was transferred to the company Bankowy Leasing Sp. z o.o.

    As at 31 December 2011 share capital of the Company amounted to PLN 57 414.5 thousand and divides on 114 829 shares of a nominal value of PLN 500 each.

  6. concerning BFL Nieruchomości Sp. z o.o.

    In 2011, the increase in the share capital of BFL Nieruchomości Sp. z o.o. in the total amount of PLN 8 000 thousand, including: on 27 January in the amount of PLN 1 000 thousand and on 9 May in the amount of PLN 7 000 thousand, was registered with the National Court Register. As a result of the above-mentioned increase, the Company’s share capital amounts to PLN 18 400 thousand and consists of 36 800 shares of PLN 500 nominal value each.

    All the shares in the increased share capital were taken up by Bankowy Fundusz Leasingowy SA – a subsidiary of PKO Bank Polski SA, for a price equal to the nominal value of the shares taken up.

    On 28 September 2011 Bankowy Fundusz Leasingowy SA bought from PKO Bank Polski SA 1 share in BFL Nieruchomości Sp. z o.o. The purchase price was PLN 0.8 thousand. As a result of the above transaction, Bankowy Fundusz Leasingowy SA became the sole shareholder in BFL Nieruchomości Sp. z o.o.

    On 30 December 2011 the merger of the subsidiaries of Bankowy Fundusz Leasingowy SA was registered with the National Court Register, whereby all the assets of BFL Nieruchomości Sp. z o.o. was transferred to Bankowy Leasing Sp. z o.o., and BFL Nieruchomości Sp. z o.o. was removed from the register.

  7. concerning the Qualia Development Sp. z o.o. Group (till 10 May 2011 appearing under the name of the PKO BP Inwestycje Sp. z o.o. Group)

    In 2011, the Qualia Development Sp. z o.o. Group carried out actions aimed at implementing a new concept of development activities within the Group structure, which consists mainly of limited partnerships established to execution of investment projects, in which Qualia Development Sp. z o.o. acts as a limited partner and Qualia Sp. z o.o. acts as a general partner.

    As part of above-mentioned actions:

    • Qualia Sp. z o.o. was formed (the Company was registered with the National Court Register on 25 February 2011).

      The Company’s share capital amounts to PLN 5 thousand and consists of 100 shares, each of PLN 50 nominal value. On the day of the Company’s establishment, its shares with a nominal value of PLN 4 950 thousand were taken up by Qualia Development Sp. z o.o., and 1 share with a nominal value of PLN 50 was taken up by Qualia – Rezydencja Flotylla Sp. z o.o. – a subsidiary of Qualia Development Sp. z o.o. Since 28 April 2011 the sole shareholder in the company is Qualia Development Sp. z o.o. which repurchased 1 share for a price equal to the nominal value of the share.

    • Qualia spółka z ograniczoną odpowiedzialnością - Sopot Spółka komandytowa was formed (the Partnership was registered in the National Court Register on 11 March 2011).

      The partners are: Qualia Sp. z o.o. (general partner, amount of contribution: PLN 1 thousand) and Qualia Development Sp. z o.o. (limited partner, the limited partner’s amount of contribution and limit of liability: PLN 4 700 thousand, increased from PLN 1 thousand by the partners’ resolution of 31 March 2011). The activities of Qualia spółka z ograniczoną odpowiedzialnością - Sopot Spółka komandytowa comprise the preparation and execution of the investment project in Sopot at Bohaterów Monte Cassino Street.

    • On 6 April 2011, Qualia Sp. z o.o. bought from PKO Bank Polski SA one share in PKO BP Inwestycje – Nowy Wilanów Sp. z o.o. for PLN 21.4 thousand.
    • PKO BP Inwestycje – Nowy Wilanów Sp. z o.o. was transformed into a limited partnership and change its name to Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Spółka komandytowa (on 1 July 2011 the above mentioned changes were registered in the National Court Register).

      The partners are: Qualia Development Sp. z o.o. (limited partner, the limited partner’s amount of contribution: 3 999 thousand) and Qualia Sp. z o.o. (general partner, amount of contribution: PLN 1 thousand).

    • On 6 April 2011 Qualia Sp. z o.o. bought from PKO Bank Polski SA 1 share in PKO BP Inwestycje - Neptun Park Sp. z o.o. for PLN 0.8 thousand.
    • PKO BP Inwestycje – Neptun Park Sp. z o.o. was transformed into a limited partnership and change its name to Qualia spółka z ograniczoną odpowiedzialnością – Neptun Park Spółka komandytowa (on 1 July 2011 the above mentioned changes were registered with the National Court Register).

      The partners are: Qualia Development Sp. z o.o. (limited partner, the limited partner’s amount of contribution: PLN 3 999.9 thousand) and Qualia Sp. z o.o. (general partner, amount of contribution: PLN 0.1 thousand).

    • Qualia spółka z ograniczoną odpowiedzialnością - Pomeranka Spółka komandytowa was formed (the Partnership was registered with the National Court Register on 21 July 2011).

      The partners are: Qualia Development Sp. z o.o. (limited partner, the limited partner’s amount of contribution: PLN 1 thousand) and Qualia Sp. z o.o. (general partner, amount of contribution: PLN 1 thousand).

    • Qualia spółka z ograniczoną odpowiedzialnością – Projekt 1 Spółka komandytowa was formed (the Partnership was registered with the National Court Register on 29 July 2011).

      The partners are: Qualia Development Sp. z o.o. (limited partner, the limited partner’s amount of contribution: PLN 1 thousand) and Qualia Sp. z o.o. (general partner, amount of contribution: PLN 1 thousand).

    • Qualia – Residence Sp. z o.o. was formed (the Company was registered with the National Court Register on 6 October 2011).

      The Company’s share capital amounts to PLN 5 thousand and consists of 100 shares, each of PLN 50 nominal value. On the day of the Company’s establishment, its shares with a nominal value of PLN 4.95 thousand were taken up by Qualia Development Sp. z o.o., and 1 share with a nominal value of PLN 50 was taken up by Qualia Sp. z o.o. Since 13 October 2011 the sole shareholder in the Company is Qualia Development Sp. z o.o., which repurchased the 1 share for a price equal to the nominal value of the share.

    • Qualia Hotel Management Sp. z o.o was formed (the Company’s Notarial Deed was signed on 28 November 2011).

      The Company’s share capital amounts to PLN 50 thousand and consists of 1 000 shares, each of PLN 50 nominal value. Shares with a nominal value of PLN 49.95 thousand were taken up by Qualia Development Sp. z o.o., and 1 share with a nominal value of PLN 50 was taken up by Qualia Sp. z o.o. The Company was registered with the National Court Register on 4 January 2012. The company was included in the consolidated financial statements of the PKO Bank Polski SA Group for the year 2011. The activities of the Company are operating activities in the area of hotel suites.

    and

    • liquidation of Fort Mokotów Sp. z o.o. was commenced

      On 28 July 2011, the Extraordinary Shareholders’ Meeting of Fort Mokotów Sp. z o.o. – a subsidiary of Qualia Development Sp. z o.o. – passed a resolution to dissolve the Company and open its liquidation as of 28 July 2011. The liquidation is carried out in connection with completing the execution of a development project.

    In 2011, the following companies changed their names:

    • PKO BP Inwestycje Sp. z o.o. changed its name to Qualia Development Sp. z o.o., on 11 May 2011 the change was registered with the National Court Register,
    • PKO BP Inwestycje – Sarnia Dolina Sp. z o.o. changed its name to Sarnia Dolina Sp. z o.o., on 29 June 2011 the change was registered with the National Court Register,
    • PKO BP Inwestycje – Rezydencja Flotylla Sp. z o.o. changed its name to Qualia- Rezydencja Flotylla Sp. z o.o., on 30 June 2011 the change was registered with the National Court Register

    In 2011, the following additional contributions to the capital of the Qualia Development Sp. z o.o. Group companies were made:

    • PKO Bank Polski SA made additional contributions to Qualia Development Sp. z o.o. in the total amount of PLN 65 580 thousand (of which: PLN 5 340 thousand on 25 March, PLN 5 800 thousand on 1 June and PLN 54 440 thousand on 21 November),
    • on 7 April 2011 Qualia Development Sp. z o.o. made an additional contribution to Qualia Sp. z o.o. of PLN 25 thousand,
    • on 28 November 2011 Qualia Development Sp. z o.o. made an additional contribution to Qualia Residence Sp. z o.o. of PLN 42 025 thousand.
  8. concerning the acquisition of a new company Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o.

    PKO Bank Polski SA acquired 1 share with a nominal value of UAH 3 101 thousand in Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. with its seat in Kiev from Kompania Finansowa ‘Centrum Usług Faktoringowych’ Sp. z o.o., which represent 100% interest in the share capital of the Company and entitle to 100% of the votes at the General Shareholders’ Meeting. The acquisition price was PLN 1 482 thousand.

    On 29 November 2011, PKO Bank Polski SA was registered with the State Ukrainian Register of Businesses as the Company’s sole shareholder.

    In December 2011 the Company purchased from KREDOBANK SA in three bundles the sectioned off impaired loans portfolio in the total amount of UAH 1 645 million (PLN 700 million at the average NBP rate as of the last day of 2011). The purchase was financed with loan received from PKO Bank Polski SA in the amount of USD 63 million (PLN 215 million at the average NBP rate as of the last day of 2011).

    Receivables will be subject to the debt collection activity conducted through the company ‘Inter-Risk Ukraine’ Spółka z dodatkową odpowiedzialnością (additional liability company).

    and the following events relating to co-subsidiaries and associates:

    • On 28 September 2011, a decrease in the share capital of Centrum Majkowskiego Sp. z o.o. was registered with the National Court Register. The company is a subsidiary of Centrum Haffnera Sp. z o.o. (a co-subsidiary of PKO Bank Polski SA). The share capital was reduced from PLN 6 609 thousand to PLN 3 833.2 thousand by reducing the nominal value of each share,
    • On 30 September 2011, the Extraordinary Shareholders’ Meeting of Spółka Dystrybucyjna Banku Pocztowego Sp. z o.o. – a subsidiary of Bank Pocztowy SA (an associate of PKO Bank Polski SA) made a decision to increase the Company's share capital from PLN 2 000 thousand to PLN 2 679.8 thousand by increasing the nominal value of the shares. The above-mentioned capital increase was registered with the National Court Register on 10 January 2012.