Group’s structure
PKO Bank Polski Group comprises its parent entity, the bank, and 41 direct or indirect subsidiaries.
2019
The consolidated financial data includes PKO Bank Polski and the Group’s subsidiaries within the meaning of IFRS 10 “Consolidated financial statements”. The chart presents PKO Bank Polski’s share in the company’s share capital and – in the case of funds – share of the fund’s investment certificates held. All subsidiaries listed in the consolidated financial statements of the bank’s Group are accounted for using the acquisition accounting method. A full list of the bank’s subsidiaries, associates and joint ventures is presented in Note 38. The Group consists of the following direct subsidiaries:
Key changes to the Group's structure in 2019
On 5 September 2019, an increase in the share capital of the National Cloud Operator company – Operator Chmury Krajowej sp. z o.o. (OChK) of PLN 60 million was registered, which was taken up by the Polish Development Fund – Polski Fundusz Rozwoju SA (PFR). Amendments to the company’s Articles of Association were entered in the National Court Register.
The share capital of OChK amounts to PLN 120 million and is divided into 1 200 000 shares with a nominal value of PLN 100 each. PKO Bank Polski holds 600 000 shares of the company, which amount to PLN 60 million and constitute 50% of the entity’s share capital that carries 50% of the votes at the General Shareholders’ Meeting.
PKO Bank Polski also changed the classification of the entity from a subsidiary to a joint venture.
Moreover, in 2019, PKO Bank Polski provided additional capital to its subsidiaries (by taking up shares in the increased share capital of these entities) in the amount of PLN 406 million, including PLN 350 million to PKO Bank Hipoteczny and PLN 56 million to the National Cloud Operator.
PKO Leasing, one of the bank’s subsidiaries, acquired 100% of shares in a public company Prime Car Management SA (PCM):
- on 27 May 2019, it acquired 11 244 402 shares in PCM (accounting for 94.42% of the company’s share capital and carrying 94.42% of votes at the General Shareholders’ Meeting) as a result for a call to subscribe for the sale of PCM shares announced on 18 April 2019 in accordance with Art. 74 (1) of the Act dated 29 July 2005 on public offering and on the conditions of introducing financial instruments to the organized trading system and on public companies (Act on Public Offering), by settling the acquisition of shares covered by the subscription under phase 1 of the call,
- on 24 June 2019, it acquired the remaining shares (664 438 shares) as part of a squeeze-out procedure in accordance with Art. 82 (1) of the Act on Public Offering and Regulation of the Minister of Finance of 14 November 2005 on acquiring shares in a public company through a squeeze-out.
The total acquisition price amounted to PLN 283 million. The purchase of shares was financed from an overdraft facility granted to PKO Leasing by PKO Bank Polski.
The business operations of the acquired company consist of conducting leasing activities (finance and operating leases) and managing a car fleet.
The company’s share capital as at 31 December 2019 amounted to PLN 23 817 680 and was divided into 11 908 840 shares with a nominal value of PLN 2 each.
By 17 June 2019, PCM’s shares were traded on the Warsaw Stock Exchange Main Market. On 31 October 2019, they were excluded from trading on the regulated market.
Due to the PCM’s purchase, its subsidiaries joined the PKO Leasing Group. The core activities of PCM’s subsidiaries comprise primarily car rental, finance lease, sale of motor vehicles, and maintenance and repair of motor vehicles.
| Company | Share capital (PLN) | Number of shares | Nominal value of share (PLN) |
|---|---|---|---|
| Masterlease sp. z o.o. | 7,905,000 | 158,100 | 50 |
| MasterRent24 sp. z o.o. | 2,850,000 | 28,500 | 100 |
| Futura Leasing SA | 1,689,320 | 1,689,320 | 1 |
The acquisition of PCM with its subsidiaries aims to strengthen the PKO Leasing Group’s leading position in the lease sector and expand fleet management and car rental services.
At the same time, PKO Bank Polski granted two loans totalling PLN 1 890 million to PCM to change the financing structure of PCM and its group – refinancing the existing liabilities of PCM resulting from loan agreements concluded and bonds issued, and financing and refinancing current operations.
On 28 June 2019, the National Court Register (with jurisdiction over the acquirer) registered the merger between Qualia Development sp. z o.o. (the Bank’s subsidiary) as the acquiree and PKO Leasing SA as 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, 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 holds 34 785 566 shares in PKO Leasing with a total nominal value of PLN 347 855 660, constituting 100% of the company’s share capital and carrying 100% of the votes at the General Shareholders’ Meeting.
On 26 September 2019, PKO Leasing sold its portfolio of securitized lease receivables to the special purpose vehicle Polish Lease Prime 1 DAC headquartered in Dublin. According to IFRS 10, Polish Lease Prime 1 DAC is a subsidiary of PKO Leasing and is consolidated.
Transactions with related entities
In 2019, PKO Bank Polski provided services on market terms to its 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 Group, and services offered by our Brokerage House.
PKO Bank Polski provided services to PKO Bank Hipoteczny 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 Group. Together with CEUP eService sp. z o.o. it provided electronic transaction processing services.
A summary of significant transactions between PKO Bank Polski and its subordinated entities, including their indebtedness vis-à-vis the bank is presented in Note 46.