44. Equity and shareholding structure of the Bank

PKO Annual
Report Online

Accounting policies

Equity constitutes capital and reserves created in accordance with the legal regulations.

The classification to particular components discussed below results from the Polish Commercial Companies Code, the Banking Law and the requirements of IAS 1.7, IAS 1.78.e, IAS 1.54.q–r and IAS 1.79.b.

Equity components of the subsidiaries other than share capital, in proportion to the parent’s interest in the subsidiary, are added to respective equity components of the parent. The Group’s equity includes only those parts of the equity of the subsidiaries which arose after the acquisition of shares by the parent. In accordance with the legislation in force in Poland, only the equity of the parent company and the equity of specific subsidiaries, determined on the basis of separate financial statements, are distributable.

Equity components:

  • Share capital comprises solely the share capital of the parent company and is stated at nominal value in accordance with the Articles of Association and entry to the Register of Entrepreneurs.
  • Supplementary capital is created according to the Articles of Association of Companies in the Group, from the appropriation of profits and from share premium less issue costs and it is to cover the potential losses which might result from the Group’s activities.
  • The general banking risk fund in PKO Bank Polski S.A. is created from profit after tax in accordance with the Banking Law, and it is to cover unidentified risks of the Bank’s operations.
  • Other reserves are created from the appropriation of net profit. Other reserves are only meant to cover any potential balance-sheet losses.
  • Non-controlling interests represent the part of capital in a subsidiary, which cannot be directly or indirectly assigned to the parent company.
  • Accumulated other comprehensive income includes the effects of the measurement of financial assets at fair value through other comprehensive income, allowances for expected credit losses on these assets, the effective portion of cash flow hedges in hedge accounting, as well as actuarial gains and losses. Deferred tax on those items is recognized in other comprehensive income. Moreover, the item includes the share of the parent in the total other comprehensive income of associates and joint ventures and foreign exchange differences on translation to Polish currency of the net result of the foreign operation at an exchange rate constituting the arithmetic mean of the average foreign exchange rates as at the day ending each of the months in the financial year, as published by the National Bank of Poland.

Financial information
Shareholding structure of the Bank

According to the information available as at 31 December 2020 the Bank’s shareholding structure is as follows:

NAME OF SHAREHOLDER number of shares % of shares Nominal value
of 1 share
Interest in the share capital (%)
As at 31 December 2020
State Treasury 367 918 980 29,43 1 zł 29,43
Nationale Nederlanden Open Pension Fund1 107 198 023 8,58 1 zł 8,58
Aviva Open Pension Fund1 93 610 319 7,49 1 zł 7,49
Other shareholders2 681 272 678 54,50 1 zł 54,50
Total 1 250 000 000 100,00 100,00
As at 31 December 2019
State Treasury 367 918 980 29,43 1 zł 29,43
Nationale Nederlanden Open Pension Fund1 94 500 000 7,56 1 zł 7,56
Aviva Open Pension Fund1 88 010 319 7,04 1 zł 7,04
Other shareholders2 699 570 701 55,97 1 zł 55,97
Razem 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 31.12.2020, held 24 487 297 shares, constituting a 1.96% share of the votes at the General Shareholders’ Meeting.

All the shares of PKO Bank Polski S.A. carry the same rights and obligations. No shares are preferred shares (one share entitles to one vote), in particular with regard to voting rights or dividend. The Articles of Association of PKO Bank Polski S.A. restrict the voting rights of shareholders holding more than 10% of the total number of votes at the General Shareholders’ Meeting and forbid those shareholders to execute more than 10% of the total number of votes at the General Shareholders’ Meeting. The above restriction 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, the restriction on 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 S.A.’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 getting the above-mentioned 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 given.

Pursuant to Art. 13 (1) (26) of the Act dated 16 December 2016 on the rules for managing the State property, the shares of PKO Bank Polski S.A. owned by the State Treasury may not be sold (excluding statutory exceptions).

The Bank’s shares are listed on the Warsaw Stock Exchange.

Structure of PKO Bank Polski S.A.’s share capital:

Series Type of shares Number of shares Nominal value
of 1 share
Nominal value
of the series
Series A ordinary registered shares 312 500 000 PLN 1 312 500 000
Series A ordinary bearer shares 197 500 000 PLN 1 197 500 000
Series B ordinary bearer shares 105 000 000 PLN 1 105 000 000
Series C ordinary bearer shares 385 000 000 PLN 1 385 000 000
Series D ordinary bearer shares 250 000 000 PLN 1 250 000 000
Total – – – 1 250 000 000 – – – 1 250 000 000

In 2020 and in 2019, there were no changes in the amount of the share capital of PKO Bank Polski S.A.. Shares of PKO Bank Polski S.A. issued are not preference shares and are fully paid up.

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