On 30 June 2016 the Ordinary General Shareholders’ Meeting of the Bank adopted resolution (No. 7/2016) on distribution of the net profit for the period from 1 January 2015 to 31 December 2015 in the amount of PLN 2 571.1 million and retained earnings from previous years in the amount of PLN 1 250 million, in the total amount of PLN 3 821.1 million as follows:
- dividend for shareholders PLN 1 250 million (which represents PLN 1.00, gross, per share),
- reserve capital in the amount of PLN 2 500 million,
- other reserves in the amount of PLN 71.1 million.
The appropriation of the profit described above was dependent on meeting, by 8 December 2016 inclusive, the following conditions (‘Meeting the Conditions for the Dividend Payment’):
- Bank shall not take over control of a bank or other entity of the financial sector by a direct or indirect acquisition of a block of shares and shall not acquire a right or incur an obligation to take over control in the manner specified above, and
- There shall not occur any regulatory changes or changes of the supervisory recommendations affecting the requirements for the Bank’s own funds that – according to the level of capital adequacy ratios recognised in the financial statements of the Bank for Q3 2016 – would cause a lack of possibility to pay dividend in accordance with the regulatory requirements and supervisory recommendations.
The Bank’s Management Board was put under an obligation to pass, no later than by 9 December 2016, a resolution on Meeting the Conditions for the Dividend Payment or failure to meet them.
On 1 December 2016, a transaction comprising the acquisition of 100% of shares in Raiffeisen Leasing Polska SA by PKO Leasing was closed. Furthermore, the Bank’s Management Board passed a resolution stating a failure in Meeting the Conditions for the Dividend Payment. In consequence, the Bank’s profit earned in 2015 and undistributed profits from previous years were appropriated in the manner specified in § 2 of the resolution on the Appropriation of Profit, which assumes that the entire profit be earmarked for transfer to the reserve capital the other reserves, without providing for the payment of a dividend.