Governance
Changes in the Group’s structure
The composition of Bank Pekao S.A. Group is presented in Note 2 to the Consolidated Financial Statements of Bank Pekao S.A. Group for the year ended on 31 December 2022.
The most important changes in the Group in 2022 are discussed below.
Contribution of an organized part of the enterprise
On March 31, 2022, the Extraordinary Shareholders Meeting of Pekao Leasing Sp. z o.o. adopted a resolution approving the sale of the Organized Part of the Enterprise to PeUF Sp. z o.o. On April 1, 2022, the share capital of PeUF Sp. z o.o. was increased by the amount of PLN 12,491,900 by way of creating 249,838 shares with a nominal value of PLN 50 and a total nominal value of PLN 12,491,900. The new shares were acquired by Pekao Leasing Sp. z o.o. and covered by an in-kind contribution in the form of the Organized Part of the Enterprise Pekao Leasing Sp. z o.o. covering tangible and intangible assets used to conduct the business of an insurance agent providing insurance distribution services with a value of PLN 12,491,909.30. The value of the Organized Part of Pekao Leasing Sp. z o.o. in excess of the value of the shares taken up, was allocated to agio. On April 1, 2022, an in-kind agreement was also concluded between Pekao Leasing Sp. z o.o. and PeUF Sp. z o.o.
Increase of the share capital of Pekao Bank Hipoteczny S.A.
On July 15, 2022, the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register entered an increase in the share capital of Pekao Bank Hipoteczny S.A. by the amount of PLN 65,000,000 through the issue of 650 Shares Series J, with a nominal value of PLN 100,000 each and an issue price equal to the nominal price, ie PLN 100,000 per share. All shares were acquired by Bank Pekao S.A. (the shares were offered only to Bank Pekao S.A. by private subscription pursuant to Article 431 § 2 point 1 of the Commercial Companies Code). Following the increase, the share capital of Pekao Bank Hipoteczny S.A. at the end of September amounts to PLN 323,000,000. On October 26, 2022, the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register entered an increase in the share capital of Pekao Bank Hipoteczny S.A. by the amount of PLN 100,000,000 through the issue of 1000 Shares Series K, with a nominal value of PLN 100,000 each and an issue price equal to the nominal price, in PLN 100,000 per share. All shares were acquired by Bank Pekao S.A. (the shares were offered only to Bank Pekao S.A. by private subscription pursuant to Article 431 § 2 point 1 of the Commercial Companies Code). Following the increase, the share capital of Pekao Bank Hipoteczny S.A. amounted to PLN 423,000,000.