28 Feb 2019 07:00
UNOFFICIAL TRANSLATION
27.02.2019 - Report 5/2019: FIRST NOTIFICATION OF THE PROPOSED DIVISION OF THE CENTRALNY DOM MAKLERSKI PEKAO S.A., WHERE BANK PEKAO S.A. IS ONE OF THE ACQUIRING ENTITIES
The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna, with its registered office in Warsaw, postal address: ul. Grzybowska 53/57, 00-950 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under KRS No. 0000014843 (the "Bank"), NIP: 526-00-06-841, with a share capital and paid-up capital of PLN 262,470,034, acting pursuant to Article 539 §1 and 2 of the Commercial Companies Code (the "CCC"), in connection with Article 4021 of the CCC, makes the first announcement to the shareholders about the proposed division of Centralny Dom Maklerski Pekao S.A. , with its registered seat in Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS No. 0000024477 (the "Company Being Divided" or "CDM"), through a transfer of a part of the assets and liabilities of the Company Being Divided to the Bank and to Centrum Bankowości Bezpośredniej sp. z o.o., with its registered seat in Kraków, entered in the Register of Business Entities kept by the District Court for Kraków-Śródmieście, XI Commercial Division of the National Court Register, under KRS No. 0000030709 ("CBB") (the "CDM Division").
The division of CDM will be effected in accordance with the procedure specified in Art. 529 § 1.1 of the CCC, i.e. through:
1. a transfer to the Bank of a part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of CDM connected with the provision of brokerage services (the "Brokerage Business"); and
2. a transfer to CBB of a part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of CDM connected with the provision of call center services (the "Call Center Business").
Pursuant to Art. 530 § 1 of the CCC, the Company Being Divided will be wound up without liquidation proceeding on the date, on which it is struck off the register, which will occur immediately upon the registration of the share capital increase of CBB following the CDM Division (the "CDM Division Date").
The division plan of CDM (the "CDM Division Plan") has been published pursuant to Article 535 § 3 of the CCC by being posted on the Bank's website (at https://www.pekao.com.pl/en/investors-relations/CDM-Division-Plan.html).
Pursuant to Article 540 §31 of the CCC, the Bank hereby announces that until the completion of the general meeting of the shareholders of the Bank the agenda of which will include the adoption of a resolution on the CDM Division, the shareholders may review the following information posted on the Bank's website, i.e. the shareholders are provided with:
1) the CDM Division Plan (which also contains the information and documents referred to in Article 534 § 2 of the CCC, except for the representation referred to in Art. 534 § 2.4 of the CCC with respect to the Bank, for which no such representation is necessary), available at: https://www.pekao.com.pl/en/investors-relations/CDM-Division-Plan.html;
2) the Bank's financial statements and the management board's reports on the activities of the Bank for the last three financial years, including auditor's opinions and reports, available at: https://www.pekao.com.pl/en/investors-relations/financial-results.html;
3) the financial statements and the management board's reports on the activities of CDM and CBB for the last three financial years, including auditor's opinions and reports, available at https://www.pekao.com.pl/en/investors-relations/CDM-Division-Plan.html; and
4) the management board's reports of the Bank, CDM and CBB dated [27 February 2019] prepared for the purposes of the CDM Division, available at: https://www.pekao.com.pl/en/investors-relations/CDM-Division-Plan.html.
Moreover, the Bank explains that the auditor's opinion regarding the audit of the CDM Division Plan in terms of its accuracy and reliability, as referred to in Article 537 § 1 of the CCC, will be made available on the website of the Bank immediately after it has been prepared by the auditor appointed by a competent registry court, so as to allow the shareholders to review it pursuant to Article 540 § 31 of the CCC. Information about the possibility to review the auditor's opinion will be published in the form of a current report as a supplement to this notification.
Legal basis:
Article 539 § 1 and 2 of the Act of 15 September 2000 - the Commercial Companies Code (Journal of Laws of 2017, item 1577, as amended) in connection with Article 4021 of the Commercial Companies Code and Article 56 section 1.2 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2018, item 512, as amended).