Investors
2018
Share capital and ownership structure of PKO Bank Polski SA
As at 31 December 2018, the share capital of PKO Bank Polski SA amounted to PLN 1 250 000 thousand and comprised 1 250 000 thousand shares with a par value of PLN 1 each; the shares are fully paid-up. The share capital of PKO Bank Polski SA remained unchanged compared with its status as at the end of 2017. The issued shares of PKO Bank Polski SA are not preference shares.
Structure of the share capital of PKO Bank Polski SA
| Series | Type of shares | Number of shares | Par value of 1 share | Value of series at par (PLN) |
|---|---|---|---|---|
| A-series | ordinary registered shares | 312,500,000 | 1 PLN | 312,500,000 |
| A-series | ordinary bearer shares | 197,500,000 | 1 PLN | 197,500,000 |
| B-series | ordinary bearer shares | 105,000,000 | 1 PLN | 105,000,000 |
| C-series | ordinary bearer shares | 385,000,000 | 1 PLN | 385,000,000 |
| D-series | ordinary bearer shares | 250,000,000 | 1 PLN | 250,000,000 |
| 1,250,000,000 | 1,250,000,000 |
According to PKO Bank Polski’s best knowledge, as at 31 December 2018, three shareholders: The State Treasury, Aviva Otwarty Fundusz Emerytalny and Nationale-Nederlanden Otwarty Fundusz Emerytalny held, directly or indirectly, significant blocks of shares (at least 5%).
Ownership structure of PKO Bank Polski SA
| As at 31.12.2018 | As at 31.12.2017 | Change in share in number of votes at GM | |||
| Number of shares | Share in number of votes at GM | Number of shares | Share in number of votes at GM | ||
| State Treasury | 367,918,980 | 29.43% | 367,918,980 | 29.43% | – |
| Aviva Otwarty Fundusz Emerytalny 1 | 89,163,966 | 7.13% | 95,163,966 | 7.61% | -0.48 p.p. |
| Nationale-Nederlanden Otwarty Fundusz Emerytalny (until 23.06.2015, ING Otwarty Fundusz Emerytalny)1 | 95,472,008 | 7.64% | 103,388,120 | 8.27% | -0.63 p.p. |
| Other shareholders2 | 697,445,046 | 55.80% | 683,528,934 | 54.68% | +1.11 p.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 December 2018 held 24 487 297 shares entitling to 1.96% of the votes at the General Meeting.
Shares of PKO Bank Polski SA do not give any special controlling rights to their holders.
None of the shares are preferred as to votes or dividend (each share entitles to one vote).
Quotations of shares of PKO Bank Polski SA on the Warsaw Stock Exchange
In 2018, the price of shares of PKO Bank Polski SA decreased by 11%, and as at the end of 2018, it was PLN 39.5, while WIG20 and WIG Banki indices dropped by 7% and 12% respectively.
Such changes in the prices of the shares due mainly to:
- interest rates maintained at a historical low despite the previous expectations of their increase;
- forecast lower economic growth for the subsequent year.
In 2018 as in previous years, the Bank focused on consistently generating attractive business results for investors and on adjusting the business model to the new market environment, in order to ensure a return on capital above the cost of capital, and thus, build shareholder value.
As at the end of 2018, PKO Bank Polski SA was the most valuable company on the Warsaw Stock Exchange. The Bank’s capitalization was close to PLN 50 billion.
In addition, as the only company in Poland it was accepted to the FTSE Russell index for large companies in developed markets after the reclassification of the status of the Polish market to a developed one in September 2018. Reclassification of Poland from emerging to developed markets by FTSE Russell is the first rating agency’s decision of the kind for more than a decade. It is the effect of constant improvement in the Polish equity market infrastructure and incessant growth in GDP.
PKO Bank Polski SA also joined the circle of companies included in the developed market STOXX Europe 600 index.
Price of shares and capitalization of PKO Bank Polski SA compared to competitive banks
Restrictions imposed on 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 (one share entitles to one vote). 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 Annual General Meeting and prohibit these shareholders from exercising more than 10% of the total number of votes at the Annual General Meeting. 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 held by the State Treasury, cannot be donated to a local government unit or an association of local government units.
Assessment of the creditworthiness of PKO Bank Polski SA
In 2018, the creditworthiness of PKO Bank Polski was assessed by Moody’s Investors Service rating agency which awards a paid rating to the Bank, in accordance with its own bank assessment procedure.
Ratings of PKO Bank Polski SA as at 31 December 2018 (paid rating)
| Moody’s Investors Service | |
|---|---|
| Long-term deposit rating | A2 with stable outlook |
| Short-term deposit rating | P-1 |
| Senior unsecured debt rating | A3 with stable outlook |
| MTN programme rating | (P)A3 |
| Other short-term Programme rating | (P)P-2 |
| Counterparty risk assessment – long-term | A2 |
| Counterparty risk assessment – short-term | P-1 |
| Opinion on counterparty risk – long-term | A2(cr) |
| Opinion on counterparty risk – short-term | P-1(cr) |
On 18 June 2018, Moody’s Investors Service notified of assigning new counterparty risk ratings (CRR) to PKO Bank Polski SA. The long-term counterparty risk rating was set at A2, and the short-term counterparty risk rating – at P-1. In its notification, the agency did not refer to the Bank’s other present ratings. The new ratings were assigned in connection with updating of the bank rating methodology by the agency in June 2018. At the same time, new ratings were assigned to 32 other banks in Central and Eastern Europe.
Counterparty risk ratings reflect an entity’s ability to settle an unsecured portion of the counterparty’s financial liabilities not related to a debt (CRR liabilities) and the expected financial losses in the case of failing to settle such liabilities. Examples of CRR liabilities include the uncollateralized portion of liabilities arising from derivatives transactions and the uncollateralized portion of liabilities under sale and repurchase agreements.
As at 31 December 2018 PKO Bank Hipoteczny SA had the following ratings granted by Moody’s Investors Service rating agency:
Ratings of PKO Bank Hipoteczny SA as at 31 December 2018 (paid rating)
| Moody’s Investors Service | |
|---|---|
| Long-term issuer rating | Baa1 with stable outlook |
| Short-term issuer rating | P-2 |
| Opinion on counterparty risk – long-term | A3(cr) |
| Opinion on counterparty risk – short-term | P-2(cr) |
| Counterparty risk assessment – long-term | A3 |
| Counterparty risk assessment – short-term | P-2 |
| Rating for PLN mortgage bonds issued | Aa3 |
| Rating for EUR mortgage bonds issued | Aa3 |
On 18 June 2018, Moody’s Investors Service assigned new long- and short-term counterparty risk ratings. In its notification, the agency did not refer to the Company’s other present ratings. Ratings for covered bonds issued are confirmed for every issue.
As at 31 December 2018, bonds issued by ROOF Poland Leasing 2014 DAC, a special purpose vehicle established within the PKO Leasing SA Group for the purposes of the asset securitization programme, had the following ratings:
Ratings of the PKO Leasing SA Capital Group as at 31 December 2018 (paid rating)
| Fitch Agency | Scope Agency | |
|---|---|---|
| Rating of A1 bonds issued in 2014 | AA | AAA |
| Rating ofy A2 bonds issued in 2015 | AA | AAA |
| Rating of B bonds issued in 2014 | AA | A |
The aforementioned ratings were updated by Fitch on 5 November 2018, and by Scope – on 9 July 2018.
As at 31 December 2018, KREDOBANK SA had the following ratings granted by Ukrainian rating agencies:
Ratings of KREDOBANK SA as at 31 December 2018 (paid ratings)
| „Expert-Rating” Rating Agency | |
|---|---|
| Credit rating on national scale | uaAAA with stable outlook |
| Credit rating on national scale for A- and B-series bonds issued | uaAAA with stable outlook |
| „Standard-Rating” Rating Agency | |
| Credit rating on national scale – long-term | uaAAA with stable outlook |
| Credit rating on national scale – short-term | uaK1 with stable outlook |
| Deposit rating on national scale | ua1 with stable outlook |
| Rating on national scale for A- and B-series bonds issued | uaAAA with stable outlook |
The aforementioned ratings were granted in 2016-2017, and were confirmed in November 2018.
The long-term credit rating of KREDOBANK SA on a country-wide scale reflects the investment level, and thus meets Ukrainian statutory requirements regarding investing funds from insurance reserves by insurers and investing pension fund assets.
Investor relations
In 2018, the Bank’s investor relation activities focused on the following areas:
- strengthening the positive image of PKO Bank Polski SA as a reliable and transparent company among existing and potential investors, financial market analysts and rating agencies, through the use of various market communication tools;
- providing information on the Bank’s financial results and activities, including changes in the market environment, in order to allow a reliable assessment of the Bank’s current situation and perspectives, as well as the correct valuation of its shares;
- fulfilling the information duties of the Company as an issuer of securities, as required by law;
- arranging the General Meetings of Shareholders and providing information to the Bank’s shareholders;
- ensuring the Bank’s cooperation with responsible governmental bodies, organizations and capital market institutions in connection with the Bank’s presence on the public securities market.
In 2018,as part of market communication:
- after the end of each quarter, the financial results of the Bank and the Bank’s Group were presented by the Bank’s Management Board in meetings with investors and capital market and debt securities market analysts, held at the Bank’s registered office, and via teleconferences, in each case with the participation of over 60 analysts and investor representatives in total;
- Members of the Management Board and key managers participated in regular meetings (and teleconferences) with investors and analysts, both at the Bank’s registered office and during investor conferences. In 2018, about 40 meetings at the Bank’s registered office and about 100 teleconferences were held. Additionally, Members of the Bank’s Management Board answered the investors’ questions during investor conferences held both in Poland and abroad. In 2018, in total, approximately 150 meetings were held during 17 investor conferences arranged, among others, in: the UK, Austria and the USA. In addition to meetings at investor conferences, Members of the Bank’s Management Board talked to investors during 4 roadshows, involving in total 29 meetings with investors inEstonia and Sweden, Hong Kong and Singapore, the USA and the UK;
- the Investor Relations Office maintained on-going contacts with analysts as well as institutional and individual investors, and answered numerous telephone or email inquiries pertaining to business operations and the financial performance of PKO Bank Polski SA;
- all information of significant importance to the Bank’s investors and shareholders was immediately published on the Investor Relations website at pkobp.pl/inwestorzy (www.pkobp.pl/investors);
- in 2018, the Bank again made available its online annual report in the form of a dedicated website in two language versions: Polish and English (raportroczny2017.pkobp.pl/en). The annual report published in the form of a separate website facilitates finding key financial and business information on the PKO Bank Polski SA Group.
- in 2018 the Bank was granted the title of Online Communications Leader under the Issuer’s Golden Website competition organized by the Polish Association of Listed Companies.