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HomeInvestor RelationsCurrent reportsArchive2011 - Kredyt Bank
2011 - Kredyt Bank
The decision to establish the provision for the potential obligation related to the resale of Zagiel S.A. by KBC Group - 25/2011
The decision to establish the provision for the potential obligation related to the resale of Zagiel S.A. by KBC Group
The Management Board of Kredyt Bank S.A. informs that on December 29, 2011 it decided to create the provision in 4Q 2011 in the amount of PLN 35 million for the potential obligation related to the resale of Zagiel S.A. by KBC, for the price lower than the price obtained by Kredyt Bank S.A..
According to the agreement concluded on December 16, 2009 between Kredyt Bank S.A. and KBC Bank N.V. the sale price of 100% of Zagiel S.A. amounted to PLN 350 mln.
The said agreement provided that Kredyt Bank risk was limited to 10% of the sale price of PLN 350 million, if KBC should divest Zagiel externally for the price lower than the one proposed, i.e. PLN 35 million.
The decision to create the said provision reflects the current assessment of fulfillment probability of the condition described above.
The information on the Zagiel S.A. shares sale process was included in the following current reports: no 31/200 dated December 9, 2009, no 33/2009 dated December 15, 2009 as well as no 34/2009 dated December 16, 2009.
The Bank's rating - 24/2011
The Management Board of Kredyt Bank S.A. makes publicly known that on December 22, 2011 Fitch Ratings maintained Rating Watch Evolving on both Kredyt Bank's Long-term foreign currency rating (IDR) and Short-term foreign currency (IDR), as well as affirmed Rating Watch Negative on the Support Rating.
With reference to the above rating decisions, the Banks ratings have not changed and are as follows:
Long-term foreign currency IDR: 'A-', Rating Watch Evolving maintained
Short-term foreign currency IDR: 'F2', Rating Watch Evolving maintained
Viability Rating: 'bb+', Unaffected
Individual Rating: 'C/D', Unaffected
Support Rating: '1', Rating Watch Negative maintained
Registration of the changes to the Kredyt Bank's statutes by Distric Court - 23/2011
1. Change to § 5 sec. 2 paragraph 2
The Management Board of Kredyt Bank S.A., in connection with receiving information on October 13, 2011 of the registration of changes to the Bank's statues by The District Court for the Capital City of Warsaw, XII Economic Division of the National Court Register, resulting from the Resolutions of the Ordinary General Assembly Meeting as of May 25, 2011, makes publicly known the information on the said changes which have been introduced and the uniform text of the Bank's statues:
2) purchase on its own account, or that of third parties, securities and other financial instruments, trade in such securities and financial instruments, operate securities accounts, and act as an intermediary in concluding and performance of securities account agreements,
Current wording of § 5 sec. 2 paragraph 2
2) purchase as well as alienate on its own account, or that of third parties, securities and other financial instruments, trade in securities and other financial instruments, accept and transfer the orders to purchase or alienate financial instruments not admitted to organized trade as well as securities issued by the State Treasury or the National Bank of Poland, and perform such orders on the account of the person submitting such an order, operate securities accounts, and act as an intermediary in concluding and performance of securities account agreements,
2. Change to §5 sec. 2 paragraph 4
Previous wording of § 5 sec. 2 paragraph 4
4) incur liabilities related to issuing securities,
4) incur liabilities related to issuing securities, offer securities issued by the State Treasury or the National Bank of Poland, and other financial instruments not admitted to organized trade, render services in the course of performance of concluded agreements of investment or service sub-issuances or conclude and perform other agreements of similar nature, provided that securities are comprised by the subject matter thereof,
3. Change to § 5 sec. 2 paragraph 12
Previous wording of § 5 sec. 2 paragraph 12
12) provide consulting and advisory services in the realm of finance,
Current wording of § 5 sec. 2 paragraph 12
12) provide consulting and advisory services in the realm of finance, perform activities of investment advisory within the ambit of securities issued by the State Treasury or the National Bank of Poland, and other financial instruments not admitted to organized trade,
4. Change to §5 sec. 2 paragraph 13
13) intermediate in bank activities for other banks and intermediate in finance services for other banks, credit and finance institutions.
13) intermediate in bank activities for other banks and intermediate in finance ser-vices for other banks, credit and finance institutions, as well as perform the function of an agent of an investment company,
5. Change to §14 paragraph 5
Previous wording of § 14 paragraph 5
5) examine and approve the Management Board's report on the activities of the capital group and financial statement of the capital group for the preceding financial year,
Current wording of § 14 paragraph 5
5) examine and approve the Management Board's report on the activities of the capital group and consolidated financial statement of the capital group for the preceding financial year,
6. Change to §15 sec. 3
Previous wording of § 15 sec. 3
3. Resolutions of the General Meeting require a simple majority of votes unless the Code of Commercial Companies provides otherwise. In matters listed under § 14 point 7, 8,10,11 and 12 as also p. 9 within the scope of disposal and lease of the business enterprise or its organised part, resolutions should be adopted by a majority of at least three-fourths of cast votes. The resolution on removing a matter placed in the agenda upon the motion of shareholders or on giving up considering such a matter, may be adopted by the General Meeting by a majority of at least three-fourths of cast votes and upon consent of shareholders, upon motion of which such matter was placed in the agenda and being present at General Meeting.
Current wording of § 15 sec. 3
3. Resolutions of the General Meeting require absolute majority of votes unless the Code of Commercial Companies provides otherwise. In matters listed under § 14 point 7, 8,10,11 and 12 as also p. 9 within the scope of disposal and lease of the business enterprise or its organised part, resolutions should be adopted by a majority of at least three-fourths of cast votes. The resolution on removing a matter placed in the agenda upon the motion of shareholders or on giving up considering such a matter, may be adopted by the General Meeting by a majority of at least three-fourths of cast votes and upon consent of shareholders, upon motion of which such matter was placed in the agenda and being present at General Meeting.
7. Change to § 24 sec. 1 paragraph 3
Previous wording of § 24 sec. 1 paragraph 3
3) appoint, upon the motion of the Management Board, an independent auditor to audit the annual financial statement,
Current wording of § 24 sec. 1 paragraph 3
3) appoint, upon the recommendation of the Audit, Risk and Compliance Committee an entity entitled to examine financial statement, as well as consolidated financial statement of the capital group,
Previous wording of § 24 sec.1 paragraph 5
5) outline the Bank's policy referring to contracting and granting credits,
5) approve the Bank's policy referring to incurring and granting credits, loans and guarantees, acquisition and alienation of debentures, including mode of taking decisions and competences within the above matters of value exceeding 5 % of Bank's own funds,
9. Change to § 24 sec. 1 paragraph 12
Previous wording of § 24 sec. 1 paragraph 12
12) grant, upon a proposal of Management Board, a consent to incur obligation or to dispose of any assets, which total value in proportion to a single entity will exceed 5% of Bank's own funds.
Current wording of § 24 sec. 1 paragraph 12
12) grant, upon a proposal of Management Board, a consent to incur obligation or to dispose of any assets, which total value in proportion to a single entity will exceed 5% of Bank's own funds with the reservation of point 5) above and § 29 sec. 3 hereinbelow.
10. Change to § 24 sec. 2
2. The Supervisory Board appoints from among its Members the Audit Committee and the Remuneration Committee. the Supervisory Board may establish other Committees, if necessary. The scope, code of conduct and the composition of the Committees shall be determined by the Supervisory Board.
2. The Supervisory Board appoints from among its Members the Audit, Risk and Compliance Committee and the Remuneration Committee. The Supervisory Board may establish other Committees, if necessary. The scope, code of conduct and the composition of the Committees shall be determined by the Supervisory Board.
3. The Audit Committee exercises supervision over the activity of organizational units of the Bank responsible for internal audit, risk management and the compliance function.
3. The Audit, Risk and Compliance Committee exercises supervision over the activity of organizational units of the Bank responsible for internal audit, risk management and the compliance function. Besides the activities referred to in the preceding sentence the Audit, Risk and Compliance Committee shall be responsible, including but not limited to, for:
1) monitoring of the financial reporting process,
2) monitoring of the effectiveness of the internal control, internal audit as well as risk management systems,
3) monitoring of performance of financial audit,
4) monitoring of independence of a chartered public accountant, as well as the entity entitled to examination of financial statements, including such in the course of performance of services envisaged in the provisions on the chartered public accountants.
4. The President of the Management Board supervises the affairs of the Bank's activity, including but not limited to, in the areas of audit, compliance, human resources, strategy and organization, administration.
4. The President of the Management Board supervises the affairs of the Bank's activity, including but not limited to, in the areas of audit, compliance, human resources, administration as well as legal function.
Addition of § 29 sec. 3
1) The Management Board passes resolutions on:
a) incurring an obligation, within the scope of inter-bank market transactions, also when their aggregate value in relation to a single entity shall exceed 5% of Bank's own funds;
b) disposing assets within the scope of inter-bank market transactions, also when their aggregate value in relation to a single entity shall exceed 5% but shall not exceed 25% of Bank's own funds.
2) The Management Board may by a means of a resolution in the same scope authorize an appropriate person or persons in the Bank to decide on incurring an obligation or disposing assets, within the scope of inter-bank market transactions. The resolution of the Management Board shall define the scope of authorization and mode of making decisions by the authorized appropriate person or persons.
5. Acquisition or alienation of real estates the right of perpetual usufruct and share in real estates, does not require passing a resolution by the General Meeting regardless of their value.
15.Change to § 34
Previous wording of § 34
1. The Bank is obliged to have its own funds that are adjusted to the scale of the activities conducted.
2. The Bank's own funds comprise:
1) Bank's primary funds (Tier I funds),
2) Bank's supplementary funds (Tier II funds) which can not exceed the Bank's primary funds,
3) the items that decrease the Bank's own funds,
3. The principles of establishing and maintaining the Bank's own funds are defined by the banking law as well as by the specific regulations issued on its basis.
4. The principles of calculating, the amount and detailed conditions of decreasing the Bank's primary funds, the conditions and amounts of other balance sheet items to be included in the supplementary funds as well as the amounts by which the own funds are decreased and conditions of such decreases are determined by the Banking Supervision Commission.
Current wording of § 34
16. Change to § 38
The supplementary capital shall be created from deductions from the annual profit for a given financial year; it shall be destined, among others, for coverage of loss as shown in financial statement and for other purposes.
1. The supplementary capital shall be created from capital allowances from the net profit and surpluses attained during issuance of shares above their face value after deduction of cost of such issuance, and it shall be designated for the coverage of loss shown in the financial statement as well as other expenses, including but not limited to payment of dividend.
2. Annual allowances from the net profit for a supplementary capital shall amount at least to 8 % of the net profit for a given financial year, until the said capital amounts to at least one third of the share capital.
Prevoius wording of § 41
1. Reserve fund is created from deductions from profit earmarked for distribution.
2. Reserve fund is earmarked for covering losses and unexpected expenses related to Bank's activity as well as for the increase of the share capital.
1. Reserve capital is created from deductions from net profit in the amount resolved by the General Meeting.
2. Reserve fund is earmarked for covering losses and unexpected expenses related to Bank's activity as well as for the increase of the share capital and payment of dividend.
Shareholders shall be entitled to participate in profit disclosed in the financial statements examined by an expert auditor and earmarked by the General Meeting for distribution to the shareholders.
Current wording § 44
Shareholders shall be entitled to participate in profit disclosed in the financial statements examined by an entity entitled to examine financial statements and earmarked by the General Meeting for distribution to the shareholders.
19. Change to § 44a section 2
Previous wording of § 44a section 2
2. The Management Board can adopt a resolution on payment of advances towards the expected dividends, if the approved financial statement of the Bank for the preceding financial year shows a profit. The amount of such advance shall be determined by the Management Board, taking into consideration the amount of the preceding end-of financial-year profit. The advance shall not exceed one-half of the profit earned since the end of the preceding financial year as shown in a financial statement examined by an expert auditor, increased by such reserves created out of the profit as the Management Board may employ in paying out advances, and reduced by uncovered losses and owned own shares.
Current wording of § 44a section 2
2. The Management Board can adopt a resolution on payment of advances towards the expected dividends, if the approved financial statement of the Bank for the preceding financial year shows a profit. The amount of such advance shall be determined by the Management Board, taking into consideration the amount of the preceding end-of-financial-year profit. The advance shall not exceed one-half of the profit earned since the end of the preceding financial year as shown in a financial statement examined by an entity entitled to examine financial statements, increased by such reserves created out of the profit as the Management Board may employ in paying out advances, and reduced by uncovered losses and owned own shares.
The financial statement for the preceding financial year and an annual report of the Management Board shall be prepared not later than within three months from the end of each financial year.
The financial statement for the preceding financial year, consolidated financial statement of the capital group and an annual report of the Management Board shall be prepared not later than within three months from the end of each financial year. The financial year shall be the calendar year.
Previuos wording of § 48
The independent expert auditor, referred to in § 24, point 3, shall examine the financial statement for the preceding financial year not later than one month before the date of the General Meeting. The independent expert auditor shall present its report through the Management Board along with conclusions to the Supervisory Board, which shall submit it to the General Meeting.
An entity entitled to examine financial statements referred to in § 24 sec. 1 point 3, shall examine the financial statement for the preceding financial year not later than one month before the date of the General Meeting. An entity entitled to examine financial statements shall present its report on examination of the financial statement and report on examination of the consolidated financial statement of the capital group together with conclusions, with the intermediation of the Management Board, to the Supervisory Board, which shall submit it to the General Meeting.
The financial statement for the preceding financial year, the annual report of the Management Board on the Bank's activity and proposals concerning the distribution of profit or coverage of losses shall be submitted by the Management Board to the Supervisory Board for appraisal and thereafter to the General Meeting for approval.
1. The financial statement for the preceding financial year, the annual report of the Management Board on the Bank's activity and proposals concerning the distribution of profit or coverage of losses shall be submitted by the Management Board to the Supervisory Board for appraisal and in order to present it to the General Meeting for approval.
2. Consolidated financial statement of the capital group for the preceding financial year as well as report of the Management Board on the activities of the capital group, shall submitted by the Management Board to the Supervisory Board in order to present it to the General Meeting for approval.
In attachment to this current report The Management Board of Kredyt Bank S.A. passes the uniform wording of the statutes of Kredyt Bank S.A. which includes all the amendments registered by The District Court.
The statutes of Kredyt Bank S.A.
Press release published by KBC Group 27.07.2011 - 22/2011
Referring to the current report no 20/2011 dated July 13, 2011 the Management Board of Kredyt Bank S.A. informs that KBC Group has made publicly known today the press release which inter alia includes the following:
"KBC Group today received approval from the European Commission to amend its 2009 strategic plan and to divest its banking (Kredyt Bank) and insurance activities (Warta) in Poland and sell or unwind selected ABS and CDO assets instead of floating minority stakes of CSOB Bank (Czech Republic) and of K&H Bank (Hungary) and selling and leasing back its headquarter offices in Belgium."
Please find attached the press release, which was made publicly known by KBC.
PDF 34 KB
The Bank's rating (correction of the information included) - 21/2011
The Management Board of Kredyt Bank S.A. informs that Fitch Ratings has placed on July 14, 2011 Kredyt Bank's 'A-' Long-term Issuer Default Rating (IDR) on Rating Watch Evolving (RWE). The rating action follows the announcement by KB's majority shareholder, Belgium's KBC Bank that it intends to sell its 80% stake in KB.
The RWE on KB's Long-term and Short-term IDRs reflects Fitch's view that the bank's IDRs could be upgraded if KB is bought by an entity with a higher rating than KBC. Conversely, if KB is sold to a buyer with a weaker ability to support the bank, KB's IDRs could be downgraded.
Fitch has placed KB's Support Rating of '1' on Rating Watch Negative (RWN) to reflect the fact that this rating could be downgraded if the bank is purchased by an entity with a lower rating than KBC. If the sale was to a stronger entity, or the sale fails to go through, the Support Rating would likely be affirmed at its current level. Fitch believes that prior to the actual sale, the probability that KBC would support KB remains extremely high, despite KBC's intention to divest its Polish subsidiary.
Fitch does not expect KB's Individual Rating to be significantly affected if the sale goes ahead. The rating actions are as follows:
Long-term foreign currency IDR: affirmed at 'A-'; placed on Rating Watch Evolving
Short-term foreign currency IDR: affirmed at 'F2'; placed on Rating Watch Evolving
Individual Rating: affirmed at 'C/D';
Support Rating: affirmed at '1' placed on Rating Watch Negative
Fitch does not expect KB's
Individual Rating to be significantly affected if the sale goes ahead. The rating actions are as follows:
Long-term foreign currency IDR: affirmed at 'A-'; placed on Rating Watch Evolving Short-term foreign currency IDR: affirmed at 'F2'; placed on Rating Watch Evolving Individual Rating: affirmed at 'C/D'; placed on Rating Watch Negative Support Rating: affirmed at '1'
Press release published by KBC Group - 20/2011
PDF 1,82 MB
Zarząd Kredyt Banku S.A. informuje, że Grupa KBC przekazała do wiadomości publicznej w dniu dzisiejszym informację prasową zawierającą między innymi poniższą treść:
"Grupa KBC potwierdza, że po starannym i gruntownym rozpatrzeniu, złożyła w dniu wczorajszym, wspólnie z władzami belgijskimi, formalny wniosek do Komisji Europejskiej mający na celu zmianę planu strategicznego, który został przedłożony 30 września 2009 roku, a następnie zaaprobowany przez Komisję Europejską 18 listopada 2009 r. ('Decyzja KE') Stosowne powiadomienie zostało również przekazane do Narodowego Banku Belgii.
Art. 56, ust. 1, pkt. 1 Ustawy o ofercie - informacje poufne
Assigning of rating - 19/2011
The Management Board of Kredyt Bank S.A. reveals that it was informed on June 22, 2011 that the FitchRatings has assigned Kredyt Bank S.A. :
Long-term Issuer Default Rating (IDR) of 'A-' with Stable Outlook,
Short-term IDR of 'F2',
Support Rating of '1',
Individual Rating of 'C/D'.
FitchRatings pays attention that Long-term and Short-term ratings reflect high potential support that Kredyt Bank S.A. can expect to receive from its majority sharholder – KBC.
Assigning individual rating Fitch Ratings took into consideration inter alia: fast pre-crisis expansion of the loan book, risks embedded in the substantial exposure to foreign-currency mortgages, quality of the loan portfolio as well as the capitalization level.
In the opinion of the Agency these factors are balanced by the adequate liquidity and improved funding structure.
Transaction of sale of receivables - 18/2011
Referring to the current report no 12/2011 dated April 26, 2011 and the current report no 11/2011 dated April 19, 2011, the Management Board of Kredyt Bank S.A. informs that on May 31, 2011 Receivables Batch A was transferred to the securitization BEST III Niestandaryzowany Sekurytyzacyjny Funudsz Inwestycyjny Zamkniety (BEST III NSFIZ) in connection with the payment made by BEST III NSFIZ towards the final price.
The said Receivables Batch A transfer as well as the payment made by BEST III NSFIZ towards the final price occurred in accordance with the receivables sale agreement signed on April 26, 2011 between the Bank and BEST III Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamkniety, with BEST Towarzystwo Funduszy Inwestycyjnych S.A. acting on its behalf.
Resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 25, 2011 - 17/2011
The Management Board of Kredyt Bank S.A. makes publicly known the Announcement on the resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 25, 2011 including justifications and attachment.
Moreover the Management Board of Kredyt Bank S.A. informs that 217.805.104 shares, accounting for 80,17 % of the Bank's share capital were represented at the Ordinary General Assembly Meeting of Kredyt Bank S.A.
In connection with Art. 70 point 3 of the Law of July 29, 2005 on public offer and introducing financial instruments to the organized trading system and the listed companies the Bank's Management Board informs that in accordance with the list of shareholders entitled to participate in Ordinary General Assembly of Kredyt Bank S.A. on May 25, 2011, shareholders entitled to exercise 5% or more votes at the General Assembly Meeting were:
- KBC Bank NV with 203,744,160 votes, representing 75.00% share in the Bank's share capital and constituting 93,54% of the total number of votes at the said Ordinary General Assembly.
- Pioneer Open Investment Fund with 13,528,944 votes representing 5.00% share in the Bank's share capital and constituting 6.23% of the total number of votes at the said Ordinary General Assembly.
The Management Board of Kredyt Bank SA announces that in connection with the failure of the Resolution number 30/2011 of the Ordinary General Assembly of Kredyt Bank SA on determining /increase/ the number of members of the Supervisory Board - placed on the agenda at the request of a shareholder Pioneer Open Investment Fund dated 3 March 2011 - the vote on Resolution 31/2011 of the Ordinary General Assembly of Kredyt Bank S.A. on the appointment of members of the Supervisory Board of Kredyt Bank SA - placed on the agenda at the request of a shareholder Pioneer Open Investment Fund dated 3 March 2011 - has become obsolete.
Kredyt Bank SA submitted a formal motion to vote on the issue of removing from the agenda of the vote on Resolution No. 31/2011 of Ordinary General Assembly of Kredyt Bank S.A. The motion has obtained the consent of the shareholder Pioneer Open Investment Fund as well as ľ of votes of the shareholders entitled to vote at the Ordinary General Assembly of Kredyt Bank S.A.
The resolutions taken
Supervisory Board Report
Attachment No 1 to the resolution 26/2011
Regulations of the Supervisory Board
Appointment of the Management Board for a new term of office. - 16/2011
The Management Board of Kredyt Bank S.A. informs that on May 25, 2011 the Supervisory Board of Kredyt Bank S.A. elected the Bank's Management Board for a new term of office. Mr. Maciej Bardan was appointed the President of the Management Board of Kredyt Bank S.A..
As vice presidents, the following persons were appointed:
as from May 25, 2011:
Mr. Umberto Arts,
Mr. Zbigniew Kudaś,
Mr. Piotr Sztrauch,
Mr. Jerzy Śledziewski,
as well as, as from July 1, 2011:
Mr. Mariusz Kaczmarek.
Below the Bank's Management Board makes publicly known the cv of Mr Jerzy Sledziewski and the cv of Mr. Mariusz Kaczmarek, who so far have not held positions on the Bank's Management Board.
Mr. Jerzy Śledziewski.
A graduate of Warsaw University of Technology and postgraduate managerial studies at Warsaw School of Economics, as well as participant of Advance Management Program – IESE Business School University of Navara.
He started his career in banking in Citibank Poland S.A. in April 1998.
Between 2001 and 2003 he was Country Director of Sales Development Office (SME Division) in Bank Handlowy S.A., and as from 2003 to January 2005 Sales Department Director in the Corporate Banking Division in Bank Handlowy S.A.. From 2002 to January 2005 a member of Handlowy Leasing S.A. Supervisory Board.
As from February 2005 to December 2008 Chief Executive Officer of Handlowy Leasing / Managing Director of Bank Handlowy in the Assets Financing Department.
From January 2009 he is employed in Kredyt Bank S.A. as Managing Director of Enterprise Banking Department.
The Management Board of Kredyt Bank S.A. informs that Mr. Jerzy Śledziewski does not conduct any other activity outside Kredyt Bank S.A. that is competitive to the activity of Kredyt Bank S.A. He is not involved in a company that is competitive to Kredyt Bank S.A., as a partner in a partnership, civil law partnership or as a member of an incorporated company body. He is neither involved in an other legal person - competitive to Kredyt Bank S.A. - as a member of its body. Mr. Jerzy Śledziewski is not entered in the Register of Insolvent Debtors.
Age: 38.
Graduate in Management and Marketing at Cracow University of Economics and University of Management and Law in Warsaw, as well as Raiffeisen Bank with Harvard Business School programme.
His career in banking started at Raiffeisen Bank Poland S.A. in the IT department, where from November 2000 to September 2002 he was employed as Project Manager, and then up to March 2003 as Project Director responsible for core banking system implementation. From March 2003 to October 2008 IT Department Head at Raiffeisen Bank Poland S.A. Since November 2008 he was appointed Country CIO, IT Department Head for Deutsche Bank PBC.
The Management Board of Kredyt Bank S.A. informs that Mr. Mariusz Kaczmarek, on the date of appointment for the vice president of Kredyt Bank S.A., i.e. as of July 1, 2011 will not conduct any other activity outside Kredyt Bank S.A. that is competitive to the activity of Kredyt Bank S.A. (at present he is employed as Country CIO, IT Department Head for Deutsche Bank PBC).
He is not involved in a company that is competitive to Kredyt Bank S.A., as a partner in a partnership, civil law partnership or as a member of an incorporated company body. He is neither involved in an other legal person - competitive to Kredyt Bank S.A. - as a member of its body. Mr. Mariusz Kaczmarek is not entered in the Register of Insolvent Debtors.
Changes in the composition of Supervisory Board - 15/2011
The Management Board of Kredyt Bank S.A. makes publicly known that it was informed on May 25, 2011 on the resignation of Mr. Dirk Mampaey, due to other professional commitments, from the membership in the Supervisory Board, as from May 25, 2011.
Moreover the Management Board of Kredyt Bank S.A. informs that according to the Resolution no 29/2011 of the Ordinary General Assembly of Kredyt Bank S.A. on the change to the composition of the Supervisory Board, taken on May 25, 2011, the Ordinary General Assembly of Kredyt Bank S.A. appointed as of the May 25, 2011 Mr Guy Libot as the member of the Supervisory Board.
CV of Mr Guy Libot::
A graduate of the University of Antwerp (Belgium). He has long-term experience in banking.
At the end of the eighties he was the Senior Representative of Kredietbank in New York and Los Angeles. In the mid 90's he was Manager Multinationals & Network Desk in the Netherlands. Between 1995-2000 he was employed as Branch General Manager of Kredietbank in Singapore, where he was responsible inter alia for the Corporate Banking and Treasury activities in Southeast Asia.
In 2000-2003 he was Chief Executive Officer of KBC Bank (Netherlands). In 2003-2006 he was employed at Kredyt Bank SA as Deputy President responsible for Corporate Banking, Credits, Treasury, ICT and Facilities.
In the years 2006-2010 he was Deputy Chief Executive Officer of K&H Bank in Hungary in the area of ??Credits, HR and Facilities, as from mid 2007 for Corporate Banking & Treasury
Since 2010, employed at KBC Global Services NV as General Manager Banking Central & Eastern Europe and Russia and since 2011 as Senior General Manager Banking Central & Eastern Europe and Russia.
The Management Board of Kredyt Bank S.A. informs that Mr. Guy Libot does not conduct any other activity outside Kredyt Bank S.A. that is competitive to the activity of Kredyt Bank S.A. He is not involved in a company that is competitive to Kredyt Bank S.A., as a partner in a partnership, civil law partnership or as a member of an incorporated company body. He is neither involved in an other legal person - competitive to Kredyt Bank S.A. - as a member of its body. Mr. Guy Libot is not entered in the Register of Insolvent Debtors.
Decision on the 2010 profit distribution - 14/2011
The Management Board of Kredyt Bank S.A. informs that according to the Resolution no 4/2011 of the Ordinary General Assembly of Kredyt Bank S.A. on the distribution of the profit for the year 2010, taken on May 25, 2011, Kredyt Bank S.A. will pay the dividend per 1 share equal to PLN 0.37 gross. The total dividend will be equal to PLN 100,513,785.60. The number of 271,658,880 shares series from A to W of Kredyt Bank S.A. is entitled to a dividend. June 14, 2011 will be the day of dividend declaration and the June 30, 2011 will be the day of dividend payment.
Announcement on convening of the Ordinary General Assemby on May 25, 2011 - 13/2011
The Management Board of Kredyt Bank S.A. makes publicly known the Announcement on convening of the Ordinary General Assemby on May 25, 2011 including the draft resolutions and reasonings.
Announcement on the convening of the Ordinary General Assemby including the draft resolutions
Report on the activity of the Supervisory Board
Reasoning to the draft resolution no 4/2011
PDF 56,8 KB
Reasoning to the draft resolution no 26/2011
Draft Attachment no 1 to the draft resolution no 26/2011
Statutes of Kredyt Bank S.A.
A form concerning the exercising of voting rights by an attorney
A draft of power of attorney
PDF 8 KB
Information on the overall number of shares and the number of votes on such shares
Art. 56 ust 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Transaction of sale of receivables 26.04.2011 - 12/2011
With reference to the current report no 11/2011 dated April 19, 2011, the Management Board of Kredyt Bank S.A. informs that on April 26, 2011 Kredyt Bank S.A. and BEST III Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamkniety with BEST Towarzystwo Funduszy Inwestycyjnych S.A. acting on its behalf, concluded the agreement on the sale of receivables.
The agreement provides for the sale of retail receivables portfolio of Kredyt Bank S.A. (Portfolio) which includes 423,849 of receivables with the total value as of March 31, 2011 equal to PLN 1,169.7 million.
The Portfolio net book value in the books of Kredyt Bank S.A. amounted to PLN 137,2 mln as of March 31, 2011.
The transfer of the Portfolio will take place in two parts, including: Receivables Batch A, which will be transferred to BEST III NSFIZ until May 31, 2011 and Receivables Batch B, which will be transferred to BEST III NSFIZ until October 26, 2011.
The transfer of the portfolio will take place provided Kredyt Bank receives from BEST III NSFIZ the payment towards the final price until May 31, 2011.
The final price for the Portfolio will be decreased by the sum of all the inflows received by Kredyt Bank S.A. due to the partial or total repayment of receivables included in the Portfolio in the period from April 1, 2011 until the day preceding the transfer day of each batch.
The final price for each batch of receivables will be settled within 14 working days after the transfer of each batch.
In connection with deferred portfolio transfer, Kredyt Bank S.A. will establish a registered pledge on the Receivables Batch A as well as Receivables Batch B in order to secure claims arising from bonds issued by BEST III NSFIZ to finance the transaction.
The Management Board of Kredyt Bank S.A. informs that the estimated, positive impact of the planned transaction for the net result of Kredyt Bank S.A. Group amounts to about PLN 51 million and it was recognized in the results of I quarter 2011.
The above estimation was prepared on the basis of the data as of March 31, 2011 taking into account the anticipated, further repayments.
Disclosure of the delayed inside information - the sale transaction of receivables - 11/2011
Pursuant to the article 57 and article 60 of the Act on Public Offering and the conditions for introducing financial instruments to the organized trading and Public Companies dated July 29, 2005 and in connection with § 1 and § 2 of the Decree of the Minister of Finance dated April 13, 2006 on the type of information that may affect the legitimate interests of the issuer, and the procedure due to the delay of transmission to the public of confidential information by the issuer, Kredyt Bank S.A. delayed on December 16, 2010 the inside information on ongoing negotiations and the circumstances related to ongoing negotiations aimed at concluding a significant agreement.
The content of the delayed information:
"The Management Board of Kredyt Bank S.A. informs that on December 15, 2010, Kredyt Bank S.A. began the negotiations with BEST Towarzystwo Funduszy Inwestycyjnych S.A. with its seat in Gdynia (BEST TFI) in order to conclude an agreement for the purchase of retail receivables portfolio (Portfolio). BEST TFI submitted to Kredyt Bank S.A. an offer for the purchase of the Portfolio, which as of October 24, 2010 includes the 443,448 receivables with total nominal value equal to PLN 1,135,461 thousand.
Conclusion of the Portfolio sale agreement is expected at the beginning of the 2nd quarter of 2011. Investment fund established by BEST TFI will be the second party of the agreement. The validity of the offer depends on the following elements:
1) obtaining KNF approval by BEST TFI for the establishment of investment fund - BEST III Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamknięty with its seat in Gdynia (BEST III NSFIZ) with BEST TFI acting as its governing body,
2) results of the receivables portfolio due diligence,
3) agreeing the terms and conditions of the Portfolio sale agreement,
4) obtaining necessary approvals for the conclusion of the Portfolio sale agreement, including in particular the approvals of BEST III NSFIZ investors as well as the consent of Kredyt Bank S.A. Supervisory Board."
The reason justifying the delay of making the said information publicly known was the existence of possible violations of Kredyt Bank S.A legitimate interest due to possible negative impact of the disclosure of this information on the process or the result of the negotiations.
In connection with the completion of the negotiations as well as the consent for the sale of the Portfolio to BEST III NSFIZ represented by BEST TFI S.A. granted by the Kredyt Bank S.A. Supervisory Board on April 19, 2011, the last reason justifying the delay of the said information terminated.
The agreement on the sale of Portfolio provides for the sale by Kredyt Bank S.A. to BEST III NSFIZ represented by BEST TFI, of the portfolio of receivables which includes 423,849 of receivables with the total value as of March 31, 2011 equal to PLN 1,169,706,414.
The Management Board of Kredyt Bank S.A. will inform on the details of the said agreement in current report, which will be made publicly known as soon as the said agreement is concluded.
The Management Board of Kredyt Bank S.A. informs that the estimated impact on the planned transaction for the net result of Kredyt Bank S.A. Group amounts to about PLN 51 million and it was recognized in the results of I quarter 2011.
The above estimation was prepared on the basis of data as of March 31, 2011.
Proposed dividend - 10/2011
Referring to the current report no. 8/2011 of March 22, 2011 the Bank's Management Board informs that the Supervisory Board at its meeting held on April 4, 2011 approved a draft Resolution on 2010 profit distribution for the Ordinary General Assembly of Kredyt Bank S.A.
The draft resolution on the profit distribution for the year 2010 assumes a dividend payment equal to PLN 0.37 gross per share. The total proposed dividend will be equal to PLN 100,513,785.60 and 271,658,880 shares series from A to W of Kredyt Bank S.A. will be entitled to a dividend. June 14, 2011 will be the proposed day of dividend declaration and the June 30, 2011 will be the proposed day of dividend payment.
The final decision on the 2010 net profit distribution will be taken by the General Assembly of Kredyt Bank S.A.
Resignation of the Deputy President of the Bank's Management Board from standing for the next term of office - 9/2011
The Management Board of Kredyt Bank S.A. informs that on April 4, 2011, the President of Supervisory Board of Kredyt Bank S.A. received the letter informing that Mr Gert Rammeloo, in connection with the decision to return to Belgium, has resigned from standing for the Bank's Management Board for the term of office starting after the day the next Ordinary General Assembly of the Bank is held.
This means that Mr Gert Rammeloo will fulfill the function of the Deputy President of the Management Board until the day the Bank's General Ordinary Assembly is held.
Proposed dividend 22.03.2011 - 8/2011
The Management Board of Kredyt Bank S.A. informs that it accepted on March 22, 2011 the draft of the Resolution of the General Assembly of Kredyt Bank S.A. on the distribution of the profit for the year 2010 and submitted it for examination of the Supervisory Board of Kredyt Bank S.A.
The specification of all the information that was made publicly known over 2010 - 7/2011
The Management Board of Kredyt Bank S.A. makes publicly known the specification of all information defined in Article 56, item 1 of the Law on public offer that was made publicly known over 2010.
At the same time the Management Board informs that full reports are available on the internet page www.kredytbank.pl.
Specification of the information made publicly known in the year 2010:
21.01.2010 - Publication dates of periodical reports by Kredyt Bank S.A.
11.02.2010 - Consolidated Extended Quarterly Report for the IV quarter 2009
22.02.2010 - Resignation of the Supervisory Board member
26.02.2010 - Annual Report for the year 2009
26.02.2010 - Consolidated Annual Report for the year 2009
03.03.2010 - Specification of the information made publicly known in the year 2009
04.03.2010 - Resignation of the Vice President of Kredyt Bank S.A.
23.03.2010 - Registration of the changes to the Bank's Statues by the Court Register
24.03.2010 - Correction of the report no 6/2010 - Resignation of the Supervisory Board member
30.03.2010 - The proposition on the distribution of the net profit for the year 2009.
15.04.2010 - The information received from Pionner Pekao Investment Management S.A.
26.04.2010 - The change in the composition of the Management Board
26.04.2010 - Proposed dividend
26.04.2010 - Selection of the auditor Ernst & Young Audit sp. z o.o.
29.04.2010 - The Announcement on convening of the Ordinary General Assembly on May 26, 2010
12.05.2010 - Consolidated Extended Quarterly Report for the I quarter 2010
26.05.2010 - Announcement on the resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 26, 2010
26.05.2010 - Appointment of supervising persons
26.05.2010 - Decision not to pay dividend
29.07.2010 - The change of the publication date of periodic report
05.08.2010 - Consolidated Extended Report for the 1st half 2010
09.11.2010 - Consolidated Extended Quarterly Report for the III quarter 2010
Information received from KBC Group NV - 6/2011
The Management Board of Kredyt Bank S.A. informs that it received on February 25, 2011 form KBC Group NV a correction of the information on the KB's shares transactions, which had been made publicly known by the Bank in the current report no 4/2011 dated February 16, 2011.
The correction applies to the number of KB's shares held by KBC Group NV indirectly by KBC Insurance NV before the transaction. Instead of misspelled number of 706,987 shares it should be 706,860 shares.
Other information passed by KBC Group NV and KBC Bank NV included in the current report no 4/2011 dated February 16, 2011 remains unchanged.
Selection of the auditor Ernst & Young Audit sp. z o.o. - 5/2011
The Management Board of Kredyt Bank S.A. informs that with reference to article 24 item 1 pt. 3 of the Bank's By-Laws in connection with article 2 item 1 pt. 3 of Supervisory Board Regulations, upon the motion of the Bank's Management Board, on February 23, 2011 the Supervisory Board selected Ernst & Young Audit sp. z o.o. with its seat in Warsaw, 1 Rondo ONZ Street, registration no. 130 as the auditor to carry out an independent review and audit of the financial statements of Kredyt Bank S.A. and the consolidated financial statements of Kredyt Bank S.A. Capital Group prepared as of June 30, 2011 and December 31, 2011.
Kredyt Bank S.A. used the services of Ernst & Young Audit sp. z o.o. within the scope of auditing the financial statements for the years 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009 and 2010.
Information on the transactions concerning Kredyt Bank S.A. shares received from KBC Bank NV and KBC Group NV - 4/2011
The Management Board of Kredyt Bank S.A. passes the information received on February 15, 2011 from KBC Bank NV and KBC Group NV
Art. 70 pkt 1 Ustawy o ofercie - nabycie lub zbycie znacznego pakietu akcji
Agreements with European Investment Bank - 3/2011
The Management Board of Kredyt Bank SA (Bank) informs that it has obtained from the European Investment Bank based in Luxembourg the confirmation of signing on February 3, 2011, two agreements under which Kredyt Bank SA gained two credit lines in the amounts representing the equivalent of EUR 50 million and EUR 100 million.
Within the framework of these credit lines, the Bank can acquire funds in tranches with maturities of seven years in case of the single repayment and up to 10 years in case of repayment in installments.
The interest rate of the funds gained will be based, depending on the currency, on a 3-month WIBOR / EURIBOR / LIBOR rate.
The funds acquired by the Bank will be secured by a financial pledge on the State Treasury Bonds held by the Bank.
The funds acquired on the basis of the agreement in the amount representing the equivalent of EUR 100 million will be allocated for the financing of loans for small and medium-sized enterprises.
The funds acquired on the basis of agreement in the amount representing the equivalent of EUR 50 million will be allocated for the financing of the needs of institutional clients implementing investment projects inter alia in the following areas: infrastructure, renewable energy, environmental protection.
The total value of the above agreements exceeds the amount equal to 10% of the Bank's equity.
The correction to the content of the current report 2/2011 dated February 8, 2011- "amp;Information on transactions on Kredyt Bank S.A. shares received from the KBC Bank NV and KBC Group NV." - 2/2011 a_kor
The Management Board of Kredyt Bank S.A. makes publicly known the correction to the content of the current report number 2/2011 dated February 8, 2011, titled: "amp;Information on transactions on Kredyt Bank S.A. shares received from the KBC Bank NV and KBC Group NV."
After the words: "... the information received on the day ..." it should be: "February 8, 2011" instead of the misspelled: "February 8, 2010"
Accordingly, the content of the current report number 2/2011, after the correction is as follows:
The Management Board of Kredyt Bank S.A. passes the information received on February 8, 2011 from KBC Bank NV and KBC Group NV.
Simultaneously the Management Board of Kredyt Bank S.A. informs that the content of the annex to the report has not changed.
Information on the transactions concerning Kredyt Bank S.A. shares received from KBC Bank NV and KBC Group NV 08.02.2011 - 2/2011
The Management Board of Kredyt Bank S.A. passes the information received on February 8, 2010 from KBC Bank NV and KBC Group NV
Publication dates of periodical reports by Kredyt Bank in 2011 - 1/2011
The Management Board of Kredyt Bank S.A. makes publicly known following publication dates of periodical reports:
1. Quarterly consolidated extended reports:
IV quarter 2010 - February 10, 2011
I quarter 2011 - May 12, 2011
III quarter 2011 - November 10, 2011
IV quarter 2011 - February 9, 2012
2. Semi-annual consolidated extended report:
I half of the year 2011 - August 9, 2011
3. Annual reports:
Unit report for the year 2010 - February 25, 2011
Consolidated report for the year 2010 - February 25, 2011.
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Santander Bank Polska S.A. with its registered office in Warsaw, al. Jana Pawła II 17, 00-854 Warszawa, registered in the District Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register, under KRS no. 0000008723, NIP: 896-000-56-73. REGON 930041341. Share capital: PLN 1,021,893,140.
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