The State Treasury is the majority shareholder in the structure of the Bank’s shareholders. Its share has been gradually reduced from 62.3% at the time of its stock exchange debut in 2004, through ownership of approximately 52% in 2005–2008, to 29.43% currently.
PKO Bank Polski SA’s structure of shareholders (31/12/2017)
Notes:
*) Shareholding published in the annual information about the structure of assets of the Aviva and Nationale Nederlanden funds
**) Bank Gospodarstwa Krajowego has held 24,487,297 shares since 26 August 2015, which constitutes 1.96% of the share capital
In view of the still significant share of the State Treasury in the Bank’s structure of equity and the quantitative restrictions on exercising rights attached to the shares of the other shareholders, a risk factor for the Bank is the perception of it being a State institution, which may be subject to the risk of the unequal treatment of shareholders. According to the Bank, the risk of unequal treatment of shareholders is eliminated by numerous management and structural assumptions, the policy and principles adopted by the Bank and the Group’s entities. The minimization of these risks not only involves the strict observance of the statutory requirement to treat all shareholders equally, but also for the use of higher standards, good practices and policies:
- the activities of the compliance services and the internal audit;
- additional standards of corporate governance.
Their objective is to obtain full transparency and to preserve the principle of clear and equal access to information for each of the shareholders, regardless of their capital commitment.
According to PKO Bank Polski’s best knowledge, as at 31 December 2017, three shareholders: The State Treasury, Aviva Otwarty Fundusz Emerytalny and Nationale-Nederlanden Otwarty Fundusz Emerytalny held, directly or indirectly significant parcels of shares (at least 5%).
Structure of the share capital of PKO Bank Polski SA
| Shareholder | As at 31/12/2017 | As at 31/12/2016 | Change of the share in the number of votes at the GMS | ||
|---|---|---|---|---|---|
| Number of shares | Share in the number of votes at the GMS | Number of shares | Share in the number of votes at the GMS | ||
| State treasury | 367 918 980 | 29.43% | 367 918 980 | 29,43 | - |
| AVIVA open-end pension fund 1) | 95 163 966 | 7.61% | 87 463 966 | 7,61 | +062p.p. |
| Nationale-Nederlanden open-end pension fund 1) | 103 388 120 | 8.27% | 120 748 753 | 8,27 | -1.39p.p. |
| Other shareholders 2) | 683 528 934 | 54.68% | 673 868 301 | 54,68 | +0.77p.p. |
| Total | 1 250 000 000 | 100,00% | 1 250 000 000 | 100,00 | - |
1 Calculated taking into account the number of shares held as at the end of the particular year, published by PTE in the annual information on the structure of assets of the fund and the price from the stock exchange list.
2 Including Bank Gospodarstwa Krajowego that, as at 31/12/2017, held 24,487,297 shares entitling to 1.96% of the votes at the General Meeting.
According to the information available as at 31 December 2017 the Bank’s shareholding structure is as follows:
| SHAREHOLDER | Number of shares held | % of voting rights | Nominal valueof 1 share | Interest held (%) |
|---|---|---|---|---|
| As at 31 December 2017 | ||||
| State Treasury | 367 918 980 | 29,43 | 1 zł | 29,43 |
| Nationale-Nederlanden Open Pension Fund (ING Open Pension Fund until 23.06.2015)1 | 103 388 120 | 8,27 | 1 zł | 8,27 |
| Aviva Otwarty Fundusz Emerytalny1 | 95 163 966 | 7,61 | 1 zł | 7,61 |
| Other shareholders2 | 683 528 934 | 54,69 | 1 zł | 54,69 |
| Total | 1 250 000 000 | 100,00 | --- | 100,00 |
| At 31 December 2016 | ||||
| State Treasury | 367 918 980 | 29,43 | 1 zł | 29,43 |
| Nationale-Nederlanden Open Pension Fund (ING Open Pension Fund until 23.06.2015)1 | 120 748 753 | 9,66 | 1 zł | 9,66 |
| Aviva Otwarty Fundusz Emerytalny1 | 87 463 966 | 7,00 | 1 zł | 7,00 |
| Other shareholders2 | 673 868 301 | 53,91 | 1 zł | 53,91 |
| Total | 1 250 000 000 | 100,00 | --- | 100,00 |
1 Calculation of shareholdings as at the end of the year published by PTE in annual information about the structure of fund assets and quotation from the securities exchange official list (Ceduła Giełdowa).
2 Including Bank Gospodarstwa Krajowego which, as at the date of the publication of this report, held 24 487 297 shares, constituting a 1.96% share 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 or dividends. However, the Articles of Association of PKO Bank Polski SA restricts 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 (2) 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 (2) of the PKO Bank Polski SA’s Articles of Association, the conversion of A-series registered shares into bearer shares and the transfer of these shares requires the approval of the Council of Ministers in the form of a resolution. Conversion into bearer shares or transfer of A-series registered shares, after obtaining the aforementioned 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 granted.
Pursuant to Art. 13 (20) of the Act dated 16 December 2016 on the rules for managing State property, the shares of PKO Bank Polski S.A. owned by the State Treasury may not be sold. Moreover, according to Art. 14 of the aforesaid Act, shares in PKO Bank Polski S.A., (which – in line with the Regulation of the Chairman of the Council of Ministers on determining a list of companies of high importance for the State economy – was classified as a company of high importance for the State economy), owned by the State Treasury may not be donated to a local self-government unit or an association of local self-government units.
The Bank’s shares are listed on the Warsaw Securities Exchange.
| 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 | PLN 1 | PLN 312,500,000 |
| Series A | bearer ordinary shares | 197 500 000 | PLN 1 | PLN 197,500,000 |
| Series B | bearer ordinary shares | 105 000 000 | PLN 1 | PLN 105,000,000 |
| Series C | bearer ordinary shares | 385 000 000 | PLN 1 | PLN 385,000,000 |
| Series D | bearer ordinary shares | 250 000 000 | PLN 1 | PLN 250,000,000 |
| Total | --- | 1 250 000 000 | --- | PLN 1,250,000,000 |
General Meeting of Shareholders
The General Meeting of Shareholders of PKO Bank Polski SA is held as an annual one or extraordinary one, in accordance with the provisions of the Code of Commercial Companies and the Articles of Association, in keeping with the principles set out in the Rules of the General Meeting of Shareholders.
Authorisations of the General Meeting Of Shareholders
In addition to matters stipulated in generally binding legal regulations, principal competencies of the General Meeting of Shareholders include passing resolutions on the following matters:
- appointing and dismissing Members of the Supervisory Board;
- approving the Rules of the Supervisory Board;
- purchasing shares for the purposes of their redemption and setting the amount of the remuneration for the shares redeemed;
- establishing and releasing special funds created from net profit;
- disposal of real estate, share in real estate or perpetual usufruct right by PKO Bank Polski SA if the value of the real estate or the right being subject to such an act exceeds 25% of the share capital (excluding statutory exceptions);
- issuance of convertible bonds, bonds with a pre-emptive right or subscription warrants;
- laying down the principles for remuneration of Members of the Supervisory Board and the Management Board.
Principles of functioning
Persons entitled based on registered shares, as well as pledgees and users entitled to voting rights, entered into the share register on the date of registration, as well as holders of bearer shares provided that they were the Bank’s shareholders on the date of registration and, within the statutory deadline specified in the announcement convening the General Meeting of Shareholders, they requested that the entity keeping their securities account issue a registered certificate confirming their right to participate in the General Meeting of Shareholders shall be entitled to participate in the General Meeting of Shareholders.
A shareholder being a natural person may participate in the General Meeting of Shareholders and exercise his/her voting right in person or by proxy. A shareholder, who is not a natural person, may participate in the General Meeting of Shareholders and exercise its voting right by a person authorised to make declarations of will on its behalf or by proxy.
A power of attorney shall be issued in writing, otherwise null and void, and shall be enclosed with the minutes of the General Meeting of Shareholders, or shall be issued in electronic form. The right to represent a shareholder, who is not a natural person, shall arise from the original or copy of the excerpt from the relevant register presented possibly with a power of attorney or a chain of powers of attorney. These documents shall be presented upon drawing up the register of attendance or sent in electronic form no later than on the day preceding the date of the General Meeting of Shareholders, to email address indicated on the announcement convening the General Meeting of Shareholders.
The person(s) granting the power of attorney on behalf of a shareholder, who is not a natural person, should be listed in an up-to-date excerpt from the relevant register of a given shareholder.
A Member of the Management Board and an employee of PKO Bank Polski SA may act as a proxy for shareholders at the General Meeting of Shareholders of PKO Bank Polski SA.
The Bank shall publish on its website draft resolutions submitted in compliance with the provisions of the Code of Commercial Companies by an entitled shareholder or shareholders before the date of the General Meeting of Shareholders, immediately after their receipt.
A shareholder or shareholders representing at least one-twentieth of the share capital of the Bank may request certain matters be included on the agenda of the General Meeting of Shareholders. The request may be sent in electronic form.
Before the date of the General Meeting of Shareholders, a shareholder or shareholders of PKO Bank Polski SA representing at least one-twentieth of the share capital may submit to the Bank, in writing or using electronic communication means, draft resolutions on matters included on the agenda of the General Meeting of Shareholders or matters that are to be included on the agenda. Additionally, during the General Meeting of Shareholders, shareholders shall have the right to present draft resolutions or propose amendments or additions to draft resolutions on matters included on the agenda of the General Meeting of Shareholders.
Removing a matter from the agenda or desisting from further discussion on a matter included on the agenda at the request of shareholders shall require a resolution of the General Meeting of Shareholders, adopted by a three-quarter majority of votes, after obtaining the prior consent of all shareholders, who requested the matter be included on the agenda, present at the General Meeting of Shareholders.
Resolutions of the General Meeting of Shareholders shall be passed by an absolute majority of votes unless generally binding legal provisions or provisions of the Articles of Association of PKO Bank Polski SA decide otherwise.
The General Meeting of Shareholders shall adopt resolutions in an open voting, with the reservation that a secret ballot shall be ordered in respect of:
- elections of members of the company’s authorities;
- motions to dismiss members of the authorities or liquidators of PKO Bank Polski SA;
- motions to bring members of the authorities or liquidators of PKO Bank Polski SA to justice;
- personnel matters;
- at the request of at least one shareholder present or represented at the General Meeting of Shareholders;
- in other instances specified in generally binding legal regulations.
A shareholder cannot, either personally or by proxy, or while acting as a proxy of another person, vote on resolutions concerning this shareholder’s liability to PKO Bank Polski SA on whatever account, including the acknowledgement of the fulfilment of this shareholder’s duties, exemption from any of duties towards PKO Bank Polski SA, or any dispute between this shareholder and PKO Bank Polski SA.
Shareholders shall have the right to ask questions, through the Chairman of the General Meeting of Shareholders, to the Members of the Management Board and Supervisory Board of PKO Bank Polski SA and statutory auditor of PKO Bank Polski SA.
In the discussion on each point of the agenda, each shareholder shall have the right to one speech and one reply. Shareholders may, during the course of discussion on each point of the agenda, apply for closing the list of speakers or closing the discussion on a given point of the agenda.
Restrictions imposed on the shares of PKO Bank Polski SA
All shares of PKO Bank Polski SA carry the same rights and obligations. No shares are preference shares, in particular with respect to voting rights or dividend. The Articles of Association of PKO Bank Polski SA limit the voting right of shareholders holding more than 10% of the total number of votes at the General Meeting of Shareholders and prohibits these shareholders from exercising more than 10% of the total number of votes at the General Meeting of Shareholders. The aforementioned limitation does not apply to:
- shareholders, who held shares representing more than 10% of the total number of votes at the Bank (i.e. the State Treasury and BGK) on the date of passing the resolution of the General Meeting of Shareholders introducing a limitation to the voting rights;
- shareholders who are entitled based on A-series registered shares (the State Treasury); and
- shareholders acting jointly with the shareholders referred to in the second bullet point, based on an agreement concerning the joint execution of voting rights on shares. Moreover, the limitation to the voting rights will expire when the State Treasury’s share in the Bank’s share capital drops below 5%.
In accordance with § 6 section 2 of the Articles of Association of PKO Bank Polski SA, the conversion of A-series registered shares into bearer shares or their transfer requires the approval of the Council of Ministers expressed in the form of a resolution. Conversion into bearer shares or transfer of A-series registered shares, after obtaining the aforementioned approval, will result 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.
Pursuant to Article 13 section 20 of the Act of 16 December 2016 on the principles for public property management, the shares of PKO Bank Polski SA held by the State Treasury cannot be sold. Furthermore, under Article 14 of the aforementioned Act, the shares of PKO Bank Polski SA (which was considered a company significant for the national economy, in accordance with the regulation of the Prime Minister on the list of companies significant for the national economy), held by the State Treasury, cannot be donated to a local government unit or an association of local government units.
Shares of PKO Bank Polski SA held by the Bank’s authorities
The table below presents the shares in the Bank held by Members of the Management Board and Supervisory Board of PKO Bank Polski SA as at 31 December 2017. The nominal value of each share is PLN 1.
Shares of PKO Bank Polski SA held by the Bank’s authorities
| No. | First name and surname | Number of shares as at 31.12.2017 | Purchased | Sold | Number of shares as at 31.12.2016 |
|---|---|---|---|---|---|
| Management Board of the Bank | |||||
| 1. | Zbigniew Jagiełło, President of the Management Board | 11 000 | 0 | 0 | 11 000 |
| 2. | Rafał Antczak, Vice-President of the Management Board* | 0 | 0 | 0 | x |
| 3. | Maks Kraczkowski, Vice-President of the Management Board | 0 | 0 | 0 | 0 |
| 4. | Mieczysław Król, Vice-President of the Management Board | 5 000 | 0 | 0 | 5 000 |
| 5. | Adam Marciniak, Vice-President of the Management Board* | 0 | 0 | 0 | x |
| 6. | Piotr Mazur, Vice-President of the Management Board | 4 500 | 0 | 0 | 4 500 |
| 7. | Jakub Papierski, Vice-President of the Management Board | 3 000 | 0 | 0 | 3 000 |
| 8. | Jan Emeryk Rościszewski, | 0 | 0 | 0 | 0 |
As at 31 December 2017, Members of the Supervisory Board of PKO Bank Polski SA did not hold any shares in PKO Bank Polski SA.
As at 31 December 2017, Members of the Supervisory Board and the Management Board of PKO Bank Polski SA did not hold any shares in related companies of PKO Bank Polski SA, understood as its subsidiaries, jointly controlled companies and associated companies.