Integrated Report 2020

58. Major events in BNP  Paribas Bank Polska S.A. in 2020

31.01.2020 Extraordinary General Shareholders Meeting
  • Adoption of a resolution on the introduction of an incentive program for persons having a material impact on the Bank’s risk profile.
  • Adoption of a resolution authorizing the Management Board to purchase by the Bank its own shares and to create a reserve capital intended entirely for the purchase of own shares.
  • Adoption of a resolution on the issue of subscription warrants, a conditional increase in the share capital by issuing M series shares, depriving existing shareholders of the pre-emptive right to subscription warrants and pre-emptive rights to M series shares, amendments to the Statute and dematerialization and applying for admission of M series shares to trading on the regulated market.
  • Resolution on the adoption of the consolidated text of the uniform text of the Statute of BNP Paribas Bank Polska S.A.
6.02.2020 Decision of PFSA regarding the consent to include the Bank’s net profit for the third quarter of 2019 in the Common Equity Tier 1 capital – unitary in the amount of PLN 114,075,064.24 and consolidated (prudential consolidation) in the amount of PLN 110,903,651.00
16.03.2020 The minimum requirements for own funds and eligible liabilities (MREL) for BNP Paribas Bank Polska S.A.

The MREL requirement for the Bank was set at the sub-consolidated level at 16.001% of the sum of own funds and total liabilities (TLOF), which corresponds to 20.866% of the total risk exposure (TRE). This requirement should be achieved by 31 December 2022.

In addition, the Bank Guarantee Fund (BFG) set mid-term MREL targets at the sub-consolidated level, which:
– in relation to the TLOF are: 12.363% at the end of 2020 and 14.182% at the end of 2021,
– in relation to TRE, they are: 16.122% at the end of 2020 and 18.494% at the end of 2021.
The MREL requirement was determined on the basis of the consolidated balance sheet data as at 31 December 2018 and the values of the required buffers as at 1 January 2019 and the additional capital requirement of the Polish Financial Supervision Authority as at 9 July 2019 (on 9 July 2019 the bank was released from the obligation to maintain this requirement).

According to the BFG announcement of 26 March 2020, as a result of the lifting of the systemic risk buffer, the MREL requirements will be significantly reduced and the target compliance date will be extended to 1 January 2024 (instead of 1 January 2023), as well as the date of fulfilment of the first binding mid-term target will be extended to 1 January 2022 (instead of 1 January 2021). The Bank informs that the binding decisions regarding MREL requirements for the Bank are issued at the SRB (Single Resolution Board) level in agreement with the BGF and have not changed as at the date of publication of this Report. The bank intends to meet the defined MREL requirements at the end of 2020.

14.04.2020 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 2020 in the amount of PLN 125.96 million
5.05.2020 Decision of PFSA regarding the consent to include the Bank’s net profit for the fourth quarter of 2019 in the Tier 1 capital – in the amount of PLN 107,290,717.58 on the separate level and in the amount of PLN 113,242,422.00 on the consolidated level (prudential consolidation).
5.05.2020 Confirmation of the Bank’s ratings and change of the rating outlook to stable by Moody’s Investors Service
13.05.2020 Entering into the National Court Register amendments to the Articles of Association of BNP Paribas Bank Polska S.A. adopted by the Extraordinary General Meeting of the Bank on 15 November 2019.
14.05.2020 Entering into the National Court Register amendments to the Articles of Association of BNP Paribas Bank Polska S.A. adopted by the Extraordinary General Meeting of the Bank on 31 January 2020.
29.06.2020 Ordinary General Meeting of BNP Paribas Bank Polska S.A.
  • Consideration and approval of the following:
    • Financial statements for 2019 and the Management Board report on activities in 2019
    • Report on non-financial information of the Bank and the Bank’s Capital Group in 2019
    • Report on the activities of the Bank’s Supervisory Board and its committees in 2019
  • Adoption of a resolution regarding the distribution of the Bank’s profit for the financial year 2019.
  • Adoption of resolutions on acknowledgment of the fulfilment of duties by the members of the Management Board and Supervisory Board of the Bank in 2019.
29.09.2020 Decisions of the Polish Financial Supervision Authority on the consent for recognition of the 2Q 2020 net profit as part of the Common Equity Tier 1 capital on stand-alone (in the amount of PLN 329,799,009.75) and consolidated (in the amount of PLN 334,127,286.63) levels.
25.11.2020 Intention to carry out collective redundancies at BNP Paribas Bank Polska S.A.

The resolution adopted by the Management Board of the Bank on 25 November 2020 provides for the process of collective redundancies in the years 2021-2023, which will cover not more than 800 employees of the Bank employed at the headquarters and sales network.

7.12.2020 Conclusion of the Subordinated Loan Agreement

The non-revolving subordinated loan agreement in the amount of PLN 2,300,000,000 was concluded by the Bank with BNP Paribas SA, a French joint stock company (société anonyme), based in Paris, France, 16 Boulevard des Italiens – 75009, registered in the Commercial Companies Register kept by the Commercial Court in Paris under the number (SIREN) 662 042449.

The loan was granted for a period of 10 years from its disbursement, and its interest rate was determined based on the 3-month WIBOR rate, increased by a margin. The financial terms of the Agreement do not differ from the market terms.

18.12.2020 Agreement with trade unions on rules of collective redundancies

On 18 December 2020, negotiations with trade unions operating at the Bank were finalized and an agreement was concluded on the rules for implementing collective redundancies (the „Agreement”). The parties to the Agreement agreed that the group layoffs will be carried out in the period from 1 January 2021 to 31 December 2023 and will cover no more than 800 employees of the Bank.

The parties to the Agreement also agreed, inter alia, criteria for selecting employees whose employment contracts will be terminated as part of collective redundancies, terms of employee participation in the voluntary redundancy program and benefits that will be granted to employees covered by collective redundancies, including: severance pay, additional compensation, medical care and the outplacement program.

The Bank estimated the amount of the restructuring provision to cover the costs related to the group layoffs at approximately PLN 41.4 million. This provision was charged to the Bank’s results in the fourth quarter of 2020.

28.12.2020 Decision of the Polish Financial Supervision Authority to consent to the recognition of funds from a subordinated loan in the amount of PLN 2,300,000,000 as an instrument in the Bank’s supplementary Tier II funds

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