43. Other Changes to the entities of the Group

In 2016 the following events affecting the structure of the Group:

Other changes in the PKO Leasing SA Group

On 31 October 2016, the merger of PKO Leasing SA (as the acquiring company) and PKO Bankowy Leasing Sp. z o.o. (as the acquired company) was registered with the National Court Register. The merger was accomplished through the transfer of all the assets of PKO Bankowy Leasing Sp. z o.o. to PKO Leasing SA (a merger by acquisition), without increasing the share capital of PKO Leasing SA and without a share exchange. Therefore, PKO Leasing SA assumed all the rights and obligations of PKO Bankowy Leasing Sp. z o.o. On 8 December 2016, a change of name of PKO BP Faktoring SA was registered with the National Court Register – the current name: PKO Faktoring SA.

PKO Bank Hipoteczny SA

In 2016 (on 22 April, 28 July and 1 December respectively), an increase in the share capital of PKO Bank Hipoteczny SA totaling PLN 500 million was registered with the National Court Register. All the shares in the increased capital were taken up by PKO Bank Polski SA. As at 31 December 2016 the share capital of the Company is PLN 800 million and is divided into 800 million shares with nominal value of PLN 1 each.

The Qualia Development Sp. z o.o. Group

  • Qualia Hotel Management Sp. z o.o., including the acquisition of Qualia - Rezydencja Flotylla Sp. z o.o. and Qualia spółka z ograniczoną odpowiedzialnością - Pomeranka Sp. k

On 29 February 2016, the merger of Qualia Hotel Management Sp. z o.o. (as the acquiring company) with Qualia - Rezydencja Flotylla Sp. z o.o. and Qualia spółka z ograniczoną odpowiedzialnością - Pomeranka Sp. k. (as the acquired companies) was registered with the National Court Register with jurisdiction over the acquiring company. The merger was accomplished through the transfer of all of the assets of the acquired companies to the acquiring company. Therefore, the acquirer assumed all the rights and obligations of the acquired companies. On 13 April 2016, Qualia Sp. z o.o. sold 3 shares of the Qualia Hotel Management Sp. z o.o. to Qualia Development Sp. z o.o. As at 31 December 2016 the share capital of Qualia Hotel Management Sp. z o.o. amounts to PLN 261 800 and is divided into 5 236 shares with a nominal value of PLN 50 each.

  • Qualia spółka z ograniczoną odpowiedzialnością – Władysławowo Sp. k.

On 13 July 2016 the shareholders of Qualia spółka z ograniczoną odpowiedzialnością – Władysławowo Sp. k. adopted the resolution on dissolution of the Company without liquidation procedure. On 5 September 2016 the Company was deleted from the entrepreneurs register.

  • ‘Fort Mokotów Inwestycje’ Sp. z o.o.

On 28 July 2016 Qualia Development Sp. z o.o. and Dom Development SA signed an agreement on sale 100% of shares of Fort Mokotów Inwestycje Sp. z o.o., which is the usufructuary of land located in the area of Żwirki i Wigury Street and Racławicka Street in Warsaw. The amount of the transaction including price of shares and loan repayment, which was provided to Fort Mokotów Inwestycje Sp. z o.o. by Qualia Development Sp. z o.o., equals to PLN 133.5 million. Since 28 July 2016 Fort Mokotów Inwestycje Sp. z o.o. has been no longer subsidiary of Qualia Development Sp. z o.o.

  • Qualia spółka z ograniczoną odpowiedzialnością – Jurata Sp. k. (company jurata)

On 24 August 2016, the Company Qualia Development Sp. z o.o. sold all rights and obligations of the limited partner in the company Jurata and the company Qualia Sp. z o.o. sold all the rights and obligations of the general partner of the Company Jurata and no longer is a subsidiary of the Qualia Development Sp. z o.o.

  • Qualia – Residence Sp. z o.o.

On 24 August 2016, Qualia - Residence Sp. z o.o. sold two plots of land located in Jurata at Mestwina 32 Street and Mestwina 34 and 38 Street.

On 15 November 2016, the Extraordinary Shareholders’ Meeting of Qualia – Residence Sp. z o.o. passed a resolution to repay PLN 34.7 million representing a part of the repayable contribution made by the sole shareholder – Qualia Development Sp. z o.o. The funds were transferred on 23 December 2016.

  • Other events contributing to changes in the equity of the Group entities

On 27 October 2016, the Extraordinary Shareholders’ Meeting of Qualia Hotel Management Sp. z o.o. passed a resolution to increase the Company’s share capital by PLN 1 149 700, i.e. to PLN 1 411 500, by establishing 22 994 new shares with a nominal value of PLN 50 each. All the newly established shares were taken up by the existing shareholder – Qualia Development Sp. z o.o. for PLN 111 million – the difference between the acquisition cost and the nominal value was recognised in the supplementary capital. The funds were transferred to the Company on 28 October 2016. The aforementioned increase in the capital was registered with the National Court Register on 6 February 2017.

On 1 December 2016, the partners in a limited partnership, Qualia sp. z o.o. - Sopot Sp. k., passed a resolution concerning the repayment to the limited partner – Qualia Development Sp. z o.o. – a part of the cash contribution made, in the amount of PLN 5.5 million, as a result of which the limited partner’s contribution decreased from PLN 10.2 million to PLN 4.7 million. The funds were transferred on 1 December 2016. The part of the contribution was repaid without lowering the limited partnership sum. The change was registered with the National Court Register on 18 January 2017.

PKO BP Finat Sp. z o.o.

On 29 January 2016 the National Court Register recorded a decrease of the share capital of PKO BP Finat Sp. z o.o. from the amount of PLN 107 302 500 to PLN 32 302 500 through the redemption of 750 000 shares with a nominal value of PLN 100 each. As at 31 December 2016 the share capital of the company is PLN 32 302 500 and is divided into 323 025 shares with a nominal value of PLN 100 each.

PKO Towarzystwo Ubezpieczeń SA

On 19 April 2016 the National Court Register recorded an increase of the share capital of the Company by PLN 5 million. Within the above-mentioned increase the Bank acquired 5 000 shares (i.e. all newly issued shares) with a nominal value of PLN 1 000 each and an issue price amounting to PLN 4 400 each, i.e. for a total amount equal to PLN 22 million, remaining sole shareholder of the Company. As at 31 December 2016 the share capital of the Company is PLN 25 million and is divided into 25 000 shares with nominal value of PLN 1 000 each.

KREDOBANK SA

On 24 May 2016 in the Uniform National Register of Legal Entities, Individual Entrepreneurs and Public Organizations of Ukraine was recorded a change of the Statute of KREDOBANK SA taking into account, i.a. an increase of the share capital by UAH 330 million. All shares in the increased capital were acquired and paid in November 2015 by PKO Bank Polski SA.

As at 31 December 2016 the share capital of the Company is UAH 2 248 969 469.16 and is divided into 224 896 946 916 shares with nominal value of UAH 0.01 each.

THE FERRUM SA Group

On 18 January 2016, of Bank took over within debt collection activities (foreclosure of collateral) another block of 286 918 shares of FERRUM SA, increasing its stake in the share capital and votes at the General Meeting of the company from 20.97% to 22.14%. The company is an associate of the Bank.

In 2016, PKO Bank Polski SA showed, within the structure of the FERRUM SA Group, a new company, Walcownia Blach Grubych Batory Sp. z o.o., with its registered office in Katowice, with share capital amounting to PLN 5 000. According to the consolidated report for the third quarter of 2016 of the aforementioned Group, the Company did not commence operating activities.

THE Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o. Group

In 2016 Centrum Elektronicznych Usług Płatniczych eService Sp. z o.o.:

  • took up shares as part of three increases in the share capital of its subsidiary, EVO Payments International Sp. z o.o., with a total nominal value of PLN 414 400 and with a total issue value of PLN 20 720 000; on 19 August 2016, an increase in the share capital with a nominal value of PLN 50 000 was registered with the National Court Register; the other increases in the capital as at 31 December 2016 were not registered,
  • made a payment towards the supplementary capital of its subsidiary, EVO Payments International s.r.o., with a registered office in the Czech Republic in the amount of CZK 209.8 million; the aforementioned funds were used for financing, i.a. the acquisition of an organized part of the enterprise comprising Merchant Acquiring Business.