PKO BANK POLSKI S.A. Legal basis:
§ 5 Section 1 Item 14 and § 38 Section 1 Item 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state
The report:
The Management Board of Powszechna Kasa Oszczędności Bank Polski S.A. ("PKO Bank Polski" or the "Bank") hereby gives notice that on 31 October 2014 the District Court for the Capital City of Warsaw in Warsaw, the 13th Business Division of the National Court Register (the "Registry Court") entered in the register of entrepreneurs the merger between the Bank and Nordea Bank Polska S.A. ("Nordea Bank Polska") (the "Merger"). The merger was effected pursuant to the provisions of Article 492 § 1 Item 1 of the Code of Commercial Companies ("CCC") by way of transfer of all assets of Nordea Bank Polska, as a target company, to the Bank, as a surviving company (merger by acquisition). Since the Bank was the sole shareholder of Nordea Bank Polska, the Merger was effected pursuant to the provisions of Article 515 § 1 of the CCC, i.e. without increasing the share capital of the Bank.
The Bank is the largest commercial bank in Poland and a leading bank on the Polish market in terms of the scale of business, equity, loans, deposits, number of clients and the size of the distribution network. In addition to strictly banking activities, the Bank also engages in brokerage business and, through its subsidiaries, provides specialized financial services, such as leasing, factoring, investment funds and pension funds.
The scope of business of Nordea Bank Polska, acquired as a result of the Merger, included the provisions of banking services to both individual and institutional clients. The operations of Nordea Bank Polska concerning loans and deposits included a wide range of services rendered to business entities, individuals and local government units.
Furthermore the Bank informs that the Registry Court entered also into the register of entrepreneurs amendments to the Bank's articles of association (the "Articles of Association"), adopted in relation to the Merger by the Annual General Meeting of the Bank on 26 June 2014. PKO Bank Polski hereby encloses the previous and updated wording of the amended provisions of the Articles of Association:
I. the previous wording of § 4 Section 2 Item 13 of the Articles of Association was as follows:
"arranging and servicing financial leasing transactions,";
amendments to § 4 Section 2 Item 13 of the Articles of Association are the following:
"arranging and servicing financial leasing transactions as well as acting as an intermediary in this respect,";
II. the previous wording of § 4 Section 2 Item 15 of the Articles of Association was as follows:
"services related to the sale and redemption of investment fund units";
amendments to § 4 Section 2 Item 15 of the Articles of Association are the following:
"15) performance by the Bank of the following activities that do not constitute brokerage business:
a) acceptance and transferring buy and sell orders for financial instruments,
b) buying or selling financial instruments for its own account,
c) investment advice,";
III. The following new items, i.e. Item 16) and Item 17), were added after Item 15) in § 4 Section 2 of the Articles of Association with the following wording:
"16) provision of certification services, within the meaning of the provisions on electronic signature, excluding the issuance of qualified certificates used for the performance of actions to which the Bank is a party,
17) provision of agency services to an investment company and performance of commissioned activities related to the investment company's business, including the brokerage business carried out by the investment company.".
Information about a consolidated text of the Articles of Association, which will take into account i. a. amendments of the Article of Association adopted in relation to the Merger, will be presented by PKO Bank Polski in a separate current report in accordance with applicable provisions of law, after the adoption of the consolidated text of the Articles of Association.
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