Organization

Subsidiaries covered by the financial statements


As at 31 December 2018 the PKO Bank Polski SA Group was composed of the Bank, which was the parent, and 39 direct or indirect subsidiaries*.

The consolidated financial data included PKO Bank Polski SA – the parent of the PKO Bank Polski SA Group – and its subsidiaries within the meaning of IFRS 10 “Consolidated financial statements”.

Annual report
2018

The PKO Bank Polski SA Group comprises the following direct subsidiaries:

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* accounted for in the financial statements of the PKO Bank Polski SA Group under the acquisition accounting method.

1 PKO Bank Polski SA holds the Fund’s investment certificates; the Fund’s investment certificates are presented as a share in equity.

 

A full description of the entities comprising the Bank’s Group is included in the Consolidated Financial Statements of the PKO Bank Polski SA Group for the year ended 31 December 2018.

Key changes to the structure of the Bank’s Group in 2018

In 2018 the following important events took place which had an impact on the structure of the PKO Bank Polski SA Group.

A full description of the changes to the structure of the Bank’s Group, which took place in 2018 and will have an impact on further quarters, in included in Note 43 and Note 45 to the Consolidated Financial Statements of the PKO Bank Polski SA Group for the year ended 31 December 2018.

In 2018 PKO Bank Polski SA conducted a squeeze–out, i.e. mandatory repurchase of KREDOBANK SA shares from minority shareholders.

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 all KREDOBANK SA shares.

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 at the Annual General Meeting, 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 were registered in the Uniform Register of Legal Persons, Individuals – Businesses and Social Organizations of the Ukraine. “Inter-Risk Ukraina” – a company with additional liability – remains the second shareholder of the company.

On 4 June 2018 the merger between GAMMA Towarzystwo Funduszy Inwestycyjnych SA (until 27 February 2018 the company operated under the name KBC Towarzystwo Funduszy Inwestycyjnych SA), as the acquiree and PKO Towarzystwo Funduszy Inwestycyjnych SA, as the acquirer, was registered with the National Court Register (KRS). 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 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 of PKO Towarzystwo Funduszy Inwestycyjnych SA, which entitled it to 97.506% votes at the Annual General Meeting. 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.

The merger of both management companies under the business name of PKO TFI increases the scope of competencies which will be used in the future in further market expansion and in generating shareholder value.

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 to the register of the Fund’s participants as the sole shareholder, i.e. on 9 August 2018, the Fund became the Bank’s subsidiary.

The Fund is managed by PKO TFI SA and pursues a policy typical of venture capital funds, by investing in entities that offer technological financial innovations in the banking and banking-related areas, and in other innovative solutions for businesses.

On 29 November 2018 the Notarial Deed establishing the limited liability company Operator Chmury Krajowej sp. Z o.o. was signed. On 4 December 2018 PKO Bank Polski SA paid up all the shares in the company with a total value of PLN 4 million, and became the company’s sole shareholder. In accordance with the agreement signed by the Bank in October 2018, in 2019 there is a plan for another shareholder to accede to the company – Polski Fundusz Rozwoju SA.

The Company’s business is the provision of comprehensive data safekeeping and processing services. The product offer covers in particular cloud, transformation and security services for enterprises and public institutions.

The company was registered with the National Court Register on 4 February 2019; as at 31 December 2018 – company in formation.

Transactions with related entities

In 2018 PKO Bank Polski SA provided services on market terms to its related (subordinated) entities within the scope of maintaining bank accounts, accepting deposits, granting loans and advances, issuing debt securities, granting guarantees and spot exchange transactions, and offering units and certificates of investment funds, lease products, factoring products and insurance products of the PKO Bank Polski SA Group, and services offered by Dom Maklerski of PKO Bank Polski SA.

PKO Bank Polski SA provided services to PKO Bank Hipoteczny SA within the scope of intermediation in sales of housing loans for individuals, performing tasks as part of the post-transaction services in respect of these loans and support tasks under the outsourcing agreement. The Bank offered its infrastructure and IT services, and rented office space to selected companies of the Bank’s Group. Together with Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o. it provided payment transaction clearing services.

A summary of significant transactions between PKO Bank Polski SA and its subordinated entities, including these companies’ indebtedness vis-à-vis the Bank as at 31 December 2018 is presented in the separate financial statements of PKO Bank Polski SA for the year ended 31 December 2018.

In the number of subsidiaries above all levels of subsidiaries are included.

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