Annual report 2019

55. Major events in BNP Paribas Bank Polska S.A. in 2019

28.01.2019 Resolution of the Management Board regarding the implementation of assumptions in relation to the demerger of factoring activities from the Bank and its transfer to BGŻ BNP Paribas Faktoring Sp. z o.o.

The factoring activity being subject to demerger, was acquired by the Bank following the transfer of the core business of Raiffeisen Bank Polska S.A. to the Bank. In 2017, the Bank sold the BGŻ BNP Paribas Faktoring Sp. z o.o. („Company”) to BNP Paribas („Company shareholder”) the Bank and the Company plan to continue the cooperation, using a strong factoring offer to support the Bank’s clients.

29.03.2019 Entering the changes in the Bank’s statute (including the company’s name) and change of the issuer’s website address into the National Court Register

On March 29, 2019 the Bank’s name changed from „Bank BGŻ BNP Paribas Spółka Akcyjna” to „BNP Paribas Bank Polska Spółka Akcyjna” and the website address from www.bgzbnpparibas.pl to www.bnpparibas.pl.

29.03.2019 Merger of the Bank’s subsidiaries

On March 29, 2019, the following subsidiaries of the Bank were merged: Towarzystwo Funduszy Inwestycyjnych BGŻ BNP Paribas S.A. (currently, from 20 May 2019: BNP Paribas Towarzystwo Funduszy Inwestycyjnych S.A.) with its registered office in Warsaw (“TFI”) and Riviera Towarzystwo Funduszy Inwestycyjnych S.A. (former Raiffeisen Towarzystwo Funduszy Inwestycyjnych S.A.) located in Warsaw, consisting in the acquisition of Riviera Towarzystwo Funduszy Inwestycyjnych S.A. by TFI (as the acquiring company) pursuant to art. 492 § 1 point 1 of the Code of Commercial Companies („Merger”), as a result of the Registry Court entering the Merger in the National Court Register („Registry”) pursuant to the decision of March 29, 2019.

17.04.2019 Information on the amount of annual contribution for BNP Paribas Bank Polska S.A., determined by the Bank Guarantee Fund (“BFG”) in relation to the bank restructuring fund for 2019 in the amount of PLN 116.1 million

The total contributions to the BFG recognised by the Bank as costs of the first quarter of 2019 amount to PLN 129.1 million (the above-mentioned annual contribution to the bank restructuring fund for 2019 in the amount of PLN 116.1 million and the contribution to the bank guarantee fund due for the first quarter of 2019, PLN 13.0 million).

18.04.2019 Decision of PFSA regarding the consent to include the Bank’s net profit for the fourth quarter of 2018 in the amount of PLN 36,429,608.99 in the Common Equity Tier 1 capital
10.06.2019 Decision of the Polish Financial Supervision Authority on the consent to include the Bank’s net profit for the first quarter of 2019 in the Common Equity Tier 1 capital at both separate (in the amount of PLN 163,358,148.76) and consolidated (in the amount of PLN 161,601,412.49) levels
17.06.2019 Conclusion of loan agreement

As a borrower, the Bank concluded the Loan Agreement („Agreement”) with BNP Paribas SA based in Paris, registered in the commercial register of companies (Registre du Commerce et des Sociétés de Paris) under number 662 042 449, as the lender. Under the Agreement, the lender will grant the Bank a loan not exceeding EUR 500 million, which is equivalent to approximately PLN 2,128 million at the average exchange rate of the National Bank of Poland as at 14 June 2019 (EUR 1 = PLN 4.2554) to finance factoring activities maintained by the Bank.

27.06.2019 Ordinary General Meeting of BNP Paribas Bank Polska S.A.
  • Consideration and approval of the following:

Financial statements for 2018 and the Management Board report on activities in 2018
Report on non-financial information of the Bank and the Bank’s Capital Group in 2018
Report on the activities of the Bank’s Supervisory Board and its committees in 2018

  • Adoption of a resolution regarding the distribution of the Bank’s profit for the financial year 2018.
  • Adoption of resolutions on acknowledgment of the fulfilment of duties by the members of the Management Board and Supervisory Board of the Bank in 2018.
  • Adoption of a resolution regarding the sale of an organised part of BNP Paribas Bank Polska S.A. covering factoring activities.
  • Adoption of resolutions regarding amendments to the Statute of BNP Paribas Bank Polska S.A.
28.06.2019 Conclusion of an agreement on the sale of an organised part of the Bank’s enterprise intended for factoring business („ZORG”, „Factoring Activity”) to BGŻ BNP Paribas Faktoring sp. z o.o. („Factoring Company”)

Pursuant to the sale agreement with the effect as at 30 June 2019, the Bank sold ZORG to the Factoring Company and transferred to the Factoring Company the obligations related to conducting Factoring Activity specified in the Sale Agreement. The Factoring Company also became a party to employment relations in relation to the transferred employees. The ZORG sale price was PLN 45 million („Sale Price”). In July 2019, the Bank and the Factoring Company conducted final verification of the transferred values of net factoring receivables (after deduction of recognised allowances), for which customers’ consent was obtained as regards their transfer under ZORG in relation to the estimated value of net factoring receivables as at 30 June 2019, adopted for the preparation of the financial plan, which is the basis for the calculation of the Sale Price. A difference between the above value of net factoring receivables equal to or greater than 1% will result in an analogous percentage adjustment of the Sale Price.

The remaining terms of the ZORG Sales Agreement do not differ from those commonly used in trade for this type of agreement.

10.07.2019 Decision of the Polish Financial Supervision Authority (PFSA) on the expiry of the decision related to maintaining own funds by the Bank to cover an additional capital requirement

The PFSA decision dated October 15, 2018 concerned the additional capital requirement to secure the risk resulting from FX mortgage loans and credit facilities for households at 0.36 pp above the Total Capital Ratio, 0.27 pp above the Tier I Capital Ratio and 0.20 p.p. above the Common Equity Tier I Ratio, referred to in Article 92(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms.

13.09.2019 Conclusion of Amendment Agreement to the Subordinated Loan Agreement

On September 13, 2019 the Bank and BNP Paribas S.A. concluded an Amendment Agreement to the Fixed-Term Subordinated Loan Agreement in the amount of CHF 90 million (Amendment”), i.e. the equivalent of approx. PLN 357.6 million at the National Bank of Poland midrate as of 12 September 2019 (1 CHF = PLN 3.9738), concluded by and between Bank BGŻ S.A. (currently: BNP Paribas Bank Polska S.A.) and BNP Paribas S.A. on 12 September 2014. Under the Amendment, the subordinated loan maturity is extended until 30 November 2029. The subordinated loan interest rate will be equal to 6-month LIBOR CHF plus margin.

26.09.2019 Decisions of the Polish Financial Supervision Authority on the consent for recognition of the 2Q 2019 net profit as a part of the Common Equity Tier 1 capital on stand-alone (in the amount of PLN 243,972,498.50) and consolidated (in the amount of PLN 217,059,983.56) levels
17.10.2019 Rating’s outlook of The Bank upgraded from “Stable” to Positive” and Baseline Credit Assessment upgraded from ba2 to ba1 by Moody’s Investors Service
21.10.2019 Creation of a provision related to the proportional fees reimbursement in case of an early loan repayment resulting from Court of Justice of EU (CJEU) ruling. The provision in the amount of PLN 48.8 million was booked in the 3Q 2019 results

The creation of the provision is the result of the judgment of the Court of Justice of the European Union (CJEUs judgment”) dated September 11, 2019, in case C-383/18, regarding the consumer’s right to reduce the total cost of credit in the case of its early repayment.

For the early repayments of loans starting from 12 September 2019, the Bank has applied framework based on the CJEUs judgment.

15.11.2019 Extraordinary General Meeting of BNP Paribas Bank Polska S.A.

Adoption of a resolution regarding changes to the Bank’s Statute.

20.11.2019 Amendment Agreement to the Subordinated Loan Agreement – Polish Financial Supervision Authority consent to include funds into the Banks Tier 2 capital calculation

The Bank received the decision of the Polish Financial Supervision Authority dated November 19, 2019 on the consent to include into the Banks Tier 2 capital calculation CHF 90 million (i.e. the equivalent of approx. PLN 352.0 million at the National Bank of Poland midrate as of 19 November 2019; 1 CHF = PLN 3.9113) which constitutes a subordinated debt under a subordinated loan agreement dated 12 September 2014, amended by the Amendment Agreement of 13 September 2019, concluded by and between BNP Paribas Bank Polska S.A. and BNP Paribas S.A. (based in Paris), under which the above-mentioned subordinated loans maturity is extended until 30 November 2029

30.11.2019 Creation of a provision related to the proportional fees reimbursement in case of an early loan repayment resulting from Court of Justice of EU (CJEU) ruling of September 11, 2019 in case C- 383/18 (“CJEU Ruling”) in the amount of PLN 20.8 million

The total value of the provision booked in the 2019 results (due to the CJEU Ruling) amounted to PLN 69.6 million, of which PLN 48.8 million are early loan repayments before September 11, 2019 (according to information provided on November 21, 2019)

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