Notes to the consolidated financial statements
Download note 1 in XLS1.General information
Bank Pocztowy S.A. (“Bank’’, “Parent”) is the parent company in the Bank Pocztowy S.A. Capital Group (“Group”) with the head office seated in Bydgoszcz at ul. Jagiellońska 17. The Bank was established pursuant to a decision of the President of the National Bank of Poland No. 18 dated 5 April 1990 on establishing Bank Pocztowy Spółka Akcyjna in Bydgoszcz.
On 16 May 1990 the Bank was entered to the Commercial Register, section B by the Business Division of the District Court in Bydgoszcz under No. RHB 1378. Currently, the Bank is registered in the National Court Register under No. 0000010821.
The REGON statistical number assigned to the Bank is 002482470.
According to the Company’s Charter, its duration is unlimited.
The Bank’s core business includes domestic and international banking activities and other activities related to banking in compliance with the applicable law.
In line with the Polish Classification of Business Activity (PKD 2007), the core business of the Bank has been classified to other monetary intermediation (6419Z).
The Bank operates based on the provisions of the binding law as well as the Bank’s Charter.
As at 31 December 2015 the Bank had the following shareholders:
| Entity’s name | Number of shares | Number of votes | Nominal value per share in PLN | Interest in the share capital |
|---|---|---|---|---|
| Poczta Polska S.A. | 8 259 956 | 8 259 956 | 10 | 74,9999% |
| Powszechna Kasa Oszczędności Bank Polski S.A. | 2 753 332 | 2 753 332 | 10 | 25,0001% |
| 11 013 288 | 11 013 288 | 100% |
On 30 June 2015, the Extraordinary General Shareholders’ Meeting passed a resolution changing the Bank’s charter. The change concerned, among other things, the status of shares. A series shares no longer carry preferential rights to asset distribution in case of liquidation of the Bank in proportion of 5 to 1 versus ordinary shares and have become non-preference registered shares.On 24 April 2015 the Extraordinary General Shareholders’ Meeting adopted a resolution concerning the increase of the Bank’s share capital by the issue of up to 4 570 960 new C series ordinary bearer shares with the par value of PLN 10 each, in the form of a public offering with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s charter following the capital increase; dematerialization of C series shares and rights to C series shares; and a request for admitting these shares and rights to trading on the regulated market. A request was planned to be filed for C series shares and rights to C series shares to be admitted for trading on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).
On 23 September 2015 the Extraordinary General Shareholders’ Meeting adopted Resolution No. 1 concerning the increase of the Bank’s share capital by the issue of up to 1 284 248 new C1 series ordinary registered shares with the par value of PLN 10 each, in the form of a private placement with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s charter following the capital increase; dematerialization of C1 series shares; and a request for admitting these shares to trading on the regulated market of the Warsaw Stock Exchange. The unit issue price of C1 series shares was set at PLN 46.72.
Moreover, the Extraordinary General Shareholders’ Meeting adopted Resolution No. 2 concerning the increase of the Bank’s share capital by the issue of up to 4 570 960 new D series ordinary bearer shares with the par value of PLN 10 each, in the form of a public offering with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s charter following the capital increase; dematerialization of D series shares and rights to D series shares; and a request for admitting these shares and rights to trading on the regulated market of the Warsaw Stock Exchange.
At the same time, the Extraordinary General Shareholders Meeting rescinded the aforementioned resolution of the Extraordinary General Shareholders’ Meeting of 24 April 2015 to increase the share capital of the Bank by way of issuing 4 570 960 new C series ordinary bearer shares in the form of public offering.
Following the resolutions adopted, the two existing shareholders injected PLN 60 million to the Bank in October 2015. The shareholding structure remained unchanged. The Bank’s capital increase was recorded in the National Court Register on 20 November 2015.
Detailed information on changes in the Bank’s share capital has been presented in Note 36.1.