45. Changes to companies comprising the Group

On 1 March 2018 PKO BP Finat sp. z o.o. acquired 100% of shares in Net Fund Administration sp. z o.o. from GAMMA Towarzystwo Funduszy Inwestycyjnych SA.² On 4 June 2018 the merger between Net Fund Administration Sp. z o.o. – as the acquiree – and PKO BP Finat Sp. z o.o. – as the acquirer – was registered with the National Court Register (KRS) competent for the acquirer. The merger took place in accordance with Article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) by transferring all the assets of the acquiree to the acquirer, without a simultaneous increase in the share capital of the acquirer. After the merger PKO Bank Polski SA holds shares constituting 100% of PKO BP Finat sp. z o.o.’s share capital, which entitle it to 100% of votes at the General Meeting of Shareholders.

On 4 June 2018 the merger between GAMMA Towarzystwo Funduszy Inwestycyjnych SA – as the acquiree – and PKO Towarzystwo Funduszy Inwestycyjnych SA – at the acquirer – was registered. The merger took place in accordance with Article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) by transferring all the assets of the acquiree to the acquirer, with a simultaneous increase in the share capital of the acquirer and conversion of the shares in the acquiree into the shares of the acquirer. After the merger PKO Bank Polski SA held shares constituting 97.506% of the share capital in PKO Towarzystwo Funduszy Inwestycyjnych SA, which entitled it to 97.506% votes at the General Meeting of Shareholders. The remaining shares were held by PKO BP Finat Sp. z o.o.

On 28 September 2018 PKO Bank Polski SA concluded an agreement for the purchase of all shares in PKO Towarzystwo Funduszy Inwestycyjnych SA held by PKO BP Finat sp. z o.o. and became their owner as at that date.

As at 31 December 2018 PKO Bank Polski SA holds shares constituting 100% of the share capital of PKO Towarzystwo Funduszy Inwestycyjnych SA, which entitle it to 100% votes at the General Meeting of Shareholders.

In 2018 PKO Bank Polski SA conducted a squeeze–out, i.e. mandatory repurchase of KREDOBANK SA shares from minority shareholders. In March 2018 the Bank sent an irrevocable request for the redemption of shares to KREDOBANK SA, pursuant to Article 65-2 of the Ukrainian Act on joint-stock companies.

On 17 April 2018 all shares of KREDOBANK SA repurchased under the squeeze-out were registered in an escrow account of PKO Bank Polski SA in the Ukraine – PKO Bank Polski SA became the shareholder of KREDOBANK SA shares comprising 100% interest in its share capital and entitling it to 100% votes at the General Meeting of Shareholders of the bank.

In August 2018 PKO Bank Polski SA purchased A-series and B-series investment certificates in the strategic subfund Subfundusz Strategiczny A-series and B-series investment certificates in the financial subfund Subfundusz Finansowy issued by PKO VC – a close-end investment fund of non-public assets (the Fund).  The total amount of the investment was PLN 200 million.

On the date of entering the Bank into the register of the Fund’s participants as the sole investor, i.e. on 9 August 2018 the Fund became the Bank’s subsidiary.

On 28 May 2018 PKO Bank Polski SA concluded an agreement for the sale of Finansowa Kompania “Prywatne Inwestycje” Sp. z o.o., i.e. of the share constituting 95.4676% interest in the company’s share capital and votes in the General Meeting of Shareholders with Bankowe Towarzystwo Kapitałowe SA (a direct subsidiary of NEPTUN – fizan).

On 7 June 2018 the articles of association of Finansowa Kompania “Prywatne Inwestycje” Sp. z o.o. which accounted for the change of key shareholder was registered in the Uniform Register of Legal Persons, Individuals – Businesses and Organizations of the Ukraine. “Inter-Risk Ukraina” – a company with additional liability – remains the second shareholder of the company.

On 28 June 2018 “CENTRUM HAFFNERA” sp. z o.o. sold shares held in “Promenada Sopocka” sp. z o.o., which comprised 100% of the company’s share capital and entitled to 100% votes at the General Meeting of Shareholders.  “Promenada Sopocka” sp. z o.o. ceased being a subsidiary of “CENTRUM HAFFNERA” sp. z o.o.

On 8 March 2018 Qualia Development sp. z o.o. sold all its rights and obligations of the general partner in Qualia spółka z ograniczoną odpowiedzialnością – Zakopane sp. k. (Zakopane) and Qualia sp. z o.o. sold all of its rights and obligations of the limited partner in Zakopane. Zakopane ceased being a subsidiary of Qualia Development sp. z o.o.

At the same time, Qualia – Residence sp. z o.o. sold its land located in Zakopane, at ul. Piłsudskiego 14 on 8 March 2018.

On 31 July 2018 the merger between Qualia sp. z o.o (as the acquirer) and the following entities: Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów sp. k., Qualia spółka z ograniczoną odpowiedzialnością – Neptun Park sp. k., Qualia 2 sp. z o.o. and Qualia 3 sp. z o.o. (as the acquirees) was registered in the National Court Register competent for the acquirer.

On 26 October 2018 Qualia Development sp. z o.o. sold 100% shares in the share capital of Residence Management sp. z o.o., which was the owner of Golden Tulip Gdańsk Residence and Golden Tulip Międzyzdroje Residence. Residence Management sp. z o.o. ceased being a subsidiary of Qualia Development sp. z o.o.Development sp. z o.o.

On 29 November 2018 the Notarial Deed establishing the limited liability company Operator Chmury Krajowej sp. z o.o. was signed. The Company’s share capital amounts to PLN 4 million and consists of 40 000 shares, each of PLN 100 par value. On 4 December 2018 PKO Bank Polski SA paid up the said shares, becoming the company’s sole shareholder. In accordance with the agreement signed by the Bank in October 2018, in 2019 another shareholder plans to accede to the company – Polski Fundusz Rozwoju SA.

The Company was registered with the National Court Register on 4 February 2019; a company under organization.

In November 2018 the merger process between Qualia sp. z o.o. (as the acquirer) and Qualia – Residence sp. z o.o. (as the acquiree) began. In December 2018 the announcement of the planned merger was published in Monitor Sądowy i Gospodarczy. On 31 January 2019 the above merger was entered in the National Court Register (KRS) with jurisdiction over the acquirer.