Integrated Report 2021

BNP Paribas Bank Polska S.A. on the Warsaw Stock Exchange

Shareholders' structure and share price of BNP Paribas Bank Polska SA

Shareholder structure

As at 31 December 2021, there were two shareholders with at least 5% of the total number of votes at the General Shareholders’ Meeting: BNP Paribas and BNP Paribas Fortis SA/NV, jointly holding 88.44% of votes. The remaining part of the Bank’s shares (12.56%) is in free float.

The changes that have taken place in the shareholding structure of the Bank in 2021 are described in Section Shares and shareholders.

The Bank’s shares have been listed on the Warsaw Stock Exchange since 27 May 2011 (IPO of Bank Gospodarki Żywnościowej S.A.).

  • ISIN code: PLBGZ0000010
  • abbreviated name: BNPPPL
  • WSE Ticker: BNP
  • WSE indices: mWIG80,mWIG80TR

Shares and shareholders

As at 31 December 2021, the structure of the shareholders of BNP Paribas Bank Polska S.A., specifying those holding at least 5% of the total number of votes at the General Shareholders’ Meeting, was as follows:

Shareholder structure as at 31.12.2021

XLS
Shareholder number of shares % interest in share capital number of votes at the General Shareholders’ Meeting % share in the numer of votes at the General Shareholders’ Meeting
BNP Paribas, in total: 128,991,553 87.44% 128,991,553 87.44%
BNP Paribas Directly 93,501,327 63.38% 93,501,327 63.38%
BNP Paribas Fortis SA/NV directly 35,490,226 24.06% 35,490,226 24.06%
Other shareholders 18,527,229 12.56% 18,527,229 12.56%
Total 147,518,782 100.00% 147,518,782 100.00%

As at 31 December 2021, the Bank’s share capital amounted to PLN 147,519 thousand.The share capital is divided into 147,518,782 shares with the par value of PLN 1.00, including:

  • A series – 15,088,100 shares,
  • B series – 7,807,300 shares,
  • C series – 247,329 shares,
  • D series – 3,220,932 shares,
  • E series – 10,640,643 shares,
  • F series – 6,132,460 shares,
  • G series – 8,000,000 shares,
  • H series – 5,002,000 shares,
  • I series – 28,099,554 shares,
  •  J series – 2,500,000 shares,
  • K series – 10,800,000 shares,
  •  L series – 49,880,600 shares,
  • M series – 99,864 shares.

The Bank’s shares are ordinary bearer and registered shares (as at 31 December 2021, there were 67,005,515 registered shares, including 4 shares from B series). No special control rights are attached to the ordinary bearer shares.

Four B series registered shares in the Bank are preference shares with respect to payment of the full par value per share in the event of the Bank’s liquidation, once the creditors’ claims have been satisfied, with priority over payments per ordinary shares, which, after the rights attached to the preference shares have been exercised, may be insufficient to cover the total par value of those shares.

The Bank’s Statute does not impose any limitations as to exercising the voting rights or set forth any provisions whereby the equity rights attached to securities would be separated from the holding itself. One right to vote at the General Shareholders’ Meeting of the Bank is attached to each share. The Bank’s Statute does not impose any limitations as to transferring the title to the securities issued by the Bank.

On 6 April 2021, under the settlement orders referred to in §6 of the Detailed Rules of Operation of the National Depository for Securities, 99,864 M series ordinary bearer shares of the Bank, with a par value of PLN 1 each („M Series Shares”), were registered with the National Depository for Securities and admitted to trading by the Warsaw Stock Exchange, and M Series Shares were recorded in the securities accounts of the eligible persons.

M Series Shares were issued under a conditional increase of the Bank’s share capital pursuant to Resolution No. 5 of the Bank’s Extraordinary General Meeting of 31 January 2020, as amended by Resolution No. 37 of the Bank’s Annual General Meeting of 29 June 2020. M Series Shares were subscribed in exercise of the rights attached to A series registered subscription warrants, each of which gave the right to subscribe for one M Series Share.

Pursuant to Article 451 §2, second sentence of the Commercial Companies Code, the alloted M Series Shares entered into force upon their entry in the securities accounts of the eligible persons.

In view of the above, pursuant to Art. 451 §2 in connection with Art. 452 §1 of the Code of Commercial Companies, rights from a total of 99,864 M Series Shares of the total nominal value of PLN 99.864 were purchased and the share capital of the Bank was increased from the amount of PLN 147,418,918 to PLN 147,518,782.

The total number of votes resulting from all shares of the Bank is 147.518,782. The number of votes resulting from the allotted M Series Shares is 99,864.

The value of the conditional increase of the share capital after the issuing of the M Series Shares amounts to PLN 476,136.

2 June 2021, a notice from two shareholders of the Bank, BNP Paribas SA and Rabobank International Holding B.V. (the „Shareholders”), in which the Shareholders announced the completion of an accelerated bookbuilding process („ABB”) for the sale by the Shareholders of not more than 7,472,786 ordinary bearer shares in the Bank, representing in aggregate not more than 5.07% of the Bank’s share capital and representing not more than 5.07% of the total voting rights in the Bank (the „Sale Shares”).

According to the Notice, as a result of the ABB process, the total number of Sale Shares was determined to be 7,472,786, representing 5.07% of the shares in the Bank’s share capital and in the total number of votes in the Bank, of which:

  • BNP Paribas SA will sell 1.858,911 Sale Shares, which represent 1.26% of shares in the Bank’s share capital and in the total number of votes at the Bank, and
  • Rabobank International Holding B.V. will sell 5,613,875 Sale Shares, representing 3.81% of the shares in the Bank’s share capital and in the total number of votes in the Bank.

After settlement of the sale of the Sale Shares under the ABB process:

  • BNP Paribas SA directly holds 93,501,327 shares of the Bank representing 63.38% of the total number of shares and votes at the Bank, and together with other entities of the BNP Paribas SA capital group controls a total of 128,991,553 shares of the Bank representing 87.44% of the total number of shares and votes at the Bank,

Rabobank International Holding B.V. does not hold any shares of the Bank.

The shareholding structure of BNP Paribas Bank Polska S.A. and rights to shares owned by the members of the Bank’s Management Board and Supervisory Board as at the date of publishing the report for the third quarter of 2021 (9 November 2021) and this report for the 2021 (3 March 2022) is presented below.

The shareholding structure of the individual members of the Management Board in the Bank’s shares and rights to share have not changed since the publication of the previous report, i.e. 9 November 2021.

Number of shares/subscription warrants held by members of the Bank's Management Board

XLS
Bank’s Management Board member Shares*
09.11.2021		 Subscription warrants
09.11.2021		 Shares*
03.03.2022		 Subscription warrants**
03.03.2022
Przemysław Gdański 7,989 9,148 7,989 9,148
Jean-Charles Aranda 0 2,338 0 2,338
André Boulanger 0 3,129 0 3,129
Przemysław Furlepa 0 2,722 0 2,722
Wojciech Kembłowski 0 3,195 0 3,195
Kazimierz Łabno 0 1,862 0 1,862
Magdalena Nowicka 0 0 0 0
Volodymyr Radin 0 895 0 895
Agnieszka Wolska 0 0 0 0
* M series shares subscribed on 6 April 2021 in exercise of rights attached to A1 series subscription warrants (A1 series registered subscription warrants were subscribed on 8 March 2021; one warrant entitled to subscribe for one M series ordinary bearer share of BNP Paribas Bank Polska S.A., at the issue price of PLN 1.00 per share); in the case of Mr Przemysław Gdański, the number of M series shares subscribed was 7.489 units, the number of shares purchased on the WSE share market was 500 units
** A2 series subscription warrants subscribed on 25.03.2021 - one A2 series warrant entitles to subscribe for one M series ordinary bearer share of BNP Paribas Bank Polska S.A., at the issue price of PLN 1.00 per share

 

The members of the Bank’s Supervisory Board did not declare holding any shares/rights in BNP Paribas Bank Polska S.A. as at 31 December 2021 and as at the publication date of this annual report, i.e. 3 March 2022, which has not changed since the date of submitting the quarterly report for the third quarter of 2021, i.e. 9 November 2021.

Investor obligation of BNP Paribas concerning the liquidity of the Bank’s shares

As declared by BNP Paribas SA – the main Bank’s shareholder – to the Polish Financial Supervision Authority on 14 September 2018, the number of the Bank’s shares that are in free float should have been increased to at least 25% plus one share by the end of 2023, at the latest.

At the beginning of June 2021 BNP Paribas Group sold parts of its shareholding in the Bank. Details of this transaction are described in Section Shares and shareholders.

Share prices

During the session on 30 December 2021, the share closing price amounted to PLN 91.20 and was 43.40% higher than on 30 December 2020 (PLN 63.60). In the same period, the WIG Banks index increased by 81.32%.

Changes in the pandemic situation and expectations about the impact of sanitary restrictions on the performance of companies, including banks, remained a factor that significantly affected share prices in the first half of 2021. The upward trend seen since November 2020 continued until mid-March 2021 (the maximum for the Bank’s share price in the first quarter took place on 17 February and amounted to PLN 74.20). The first quarter of 2021 ended with a correction of the quotation of the Bank’s shares and a drop below PLN 60.00 per share (a 5.66% decrease compared to the end of 2020). The minimum for the first quarter (and the whole of 2021) was PLN 58.00 and occurred on 22 and 25 March 2021.

The second quarter of 2021 brought an end to another wave of pandemic and a reversal of the downward trend on the WSE. The increase in the Bank’s share price ended with the establishment of a local maximum at PLN 74.60 on 31 May 2021. Despite another correction which took place in June, in the entire second quarter the price of the Bank’s shares increased by 6.67%.

The third quarter of 2021 was the best period in terms of quarterly share price movement, which was certainly influenced by improved expectations regarding the external situation and sentiment towards the WSE. The Bank’s share price rose by 31.25%. This growth continued until 5 November when the annual maximum of PLN 100.50 was recorded. The fourth quarter ended with a price increase of 8.57%.

The development of the Bank’s share price was positively influenced by the consistent implementation of the strategy and the resilience of the business model to negative external conditions evidenced in 2020 and 2021, as evidenced, i.a., by the effectiveness of adaptation measures aimed at neutralising the negative impact of the coronavirus pandemic on the Bank’s financial results and the realised growth in core income.

In the first quarter of 2021, the average daily share price remained at the lowest level in the analysed period (PLN 66.14). January was the worst month with the average at the level of PLN 64.49. An increase in the share price in May allowed the average for the second quarter to increase to the level of PLN 68.08. The upturn observed in subsequent months allowed for an increase in the average rate to the level of PLN 71.94 in the third quarter and PLN 90.39 in the fourth quarter of 2021. The average for the whole of 2021 amounted to PLN 74.18 and was higher than the average for 2020 (PLN 52.23) by 42.04%.

The average daily trading volume in the first quarter of 2021 remained low at 3,529.19 shares (slightly higher than the average for the whole of 2020 – 3,164.17 shares). The gradual recovery observed in the second quarter of 2021 brought an increase in the average daily trading volume to 5,767.40 shares. The second half of 2021 was the best not only in terms of share price growth but also in terms of trading volume. The average daily volume doubled: to 11,701.61 shares in the third quarter and 11,929.48 shares in the fourth quarter of 2021.

Together with changes in the average price, this was reflected in changes in the average daily trading value, which in the analysed quarters amounted to respectively: PLN 224.02 thous., PLN 379.50 thous., PLN 870.10 thous. and PLN 1,098.23 thous. The session on 29 October 2021 saw the maximum volume of trading (224,787 shares) and the maximum value of trading (PLN 21,358.39 thous.) for year 2021.

In addition to the visible increase in trading volumes (average for 2021: 8,351.63 shares, a 163.94% increase compared to 2020), the increase in investor interest in the Bank’s shares is evidenced by the accelerated bookbuilding process carried out at the beginning of June 2021 to sell all the shares held by Rabobank International Holding B.V. and part of the shares held by BNP Paribas SA (representing 1.26% of the Bank’s share capital). Following the completion of these transactions, the total shareholding of shareholders holding less than 5% of the Bank’s share capital increased to 12.56%.

Key information on shares of BNP Paribas Bank Polska S.A.

XLS
2021 2020 2019 change
2021/2020
Share price at the end of the year (PLN) 91.20 63.60 68.00 +43.4%
Average share price (PLN) 74.18 52.23 58.90 +42.0%
Maximum share price (PLN) 100.50 78.60 73.80 +27.9%
Minimum share price (PLN) 58.00 33.10 47.60 +75.2%
Value of WIG-Banks at the end of the year (points) 8,640.27 4,765.33 6,768.39 +81.3%
Number of shares at the end of the year (units) 147,518,782 147,418,918 147,418,918 +99,864 (+0.1%)
Capitalisation at the end of the year (PLN '000) 13,453,713 9,375,843 10,024,486 +43.5%
Average trading volume per session (units) 8,351.63 3,164.17 1,860.55 +163.9%
Average trading volume per session (PLN '000) 652.14 155.94 118.26 +318.2%
Earnings per share (PLN)* 1.20 4.97 4.17 -3.78
P/E ratio* 76.31 12.79 16.31 +63.52
Book value per share (PLN)* 77.02 81.61 75.70 -4.59
P/BV ratio* 1.18 0.78 0.90 +0.40
* Calculation on a consolidated basis

Ratings

At the end of 2021 the Bank’s ratings have been assigned by Moody's Investors Service Ltd.

The Bank’s ratings by Moody’s Investors Service Ltd. („the Agency”) confirm the stable situation of BNP Paribas Bank Polska S.A., with the Bank’s long-term deposit rating at Baa1 and short-term deposit rating at Prime-2, despite uncertainty over the development of the COVID-19 pandemic and potential settlements of CHF mortgage loan agreements.

Due to the steady improvement in the Bank’s financial position, the Baseline Credit Assessment (BCA) is at ba1 level and the Adjusted Baseline Credit Assessment and Counterparty Risk Assessments are at Baa3 and A3(cr)/Prime-2 (cr) levels respectively.

XLS
Moody’s Investors Service Rating
Long-term deposit ratings (LT Bank Deposits) Baa1
Short-term deposit ratings (ST Bank Deposits) Prime-2
Individual assessment (Baseline Credit Assessment, BCA) ba1
Adjusted individual assessment
(Adjusted Baseline Credit Assessment, Adjusted BCA) 		Baa3
Counterparty risk assessment in long-term / short-term
(Counterparty Risk assessments, CRa) 		A3(cr)/Prime-2(cr)
Perspective Stable

A positive assessment of the Bank’s financial standing results from:

  • improving profitability and operations efficiency,
  • moderate level of credit risk and strengthening of the equity situation,
  • financing assets with funds from the outside of the interbank market,
  • high level of liquid assets,
  • optimization of funding costs.

The macroeconomic situation in Poland, despite the COVID-19 pandemic, has a positive impact on maintaining Bank’s assessment.

As of February 2022, Moody’s ratings are not ordered by the Bank.

In January 2022 the Bank was rated by Fitch Ratings

XLS
Fitch Ratings Rating
Long-Term Issuer Default Rating (LT IDR) „A+” with a stable outlook
Short-Term Issuer Default Rating (ST IDR) „F1”
National Long-Term Rating (Natl LT) „AAA(pol)” with a stable outlook
National Short-Term Rating (Natl ST) „F1+(pol)”
Viability Rating (VR) „bbb-”
Shareholder Support Rating (SSR) „a+”

 

The Bank’s IDR and SSR ratings reflect Fitch Ratings’ belief that there is a high likelihood of support from BNP Paribas SA (hereafter BNPP, IDR of 'A+’, outlook stable). The same level of the Bank’s and BNPP’s ratings reflects BNPP’s expected very strong propensity to provide support, given the Bank’s inclusion in BNPP’s group forced restructuring plan (as part of a single-point-of-entry strategy) and the significant reputational risk to BNPP in the event of the Bank’s bankruptcy.

Any necessary support for the Bank would be insignificant relative to BNPP’s ability to provide it. The stable outlook for the Bank’s IDR reflects the outlook for BNPP’s rating. According to Fitch Ratings, the Bank’s VR rating of 'bbb-’ reflects, among other things, the Bank’s moderate and relatively less established franchise in the competitive Polish banking market, as well as its traditional, well-balanced business model resulting in a moderate overall risk profile.

Investor relations

BNP Paribas Bank Polska S.A. pursues a transparent information policy to ensure high communication standards taking into account information needs of capital market participants.

When providing information, the Bank, as a public company and a supervised institution, follows the corporate governance rules, in compliance with the binding provisions of law, and provides capital market participants with equal access to information about the current activity of the company, its activities or its financial results, fulfilling information obligations in a manner that enables a reliable valuation of the Bank's shares.

A dedicated organisational unit in the Bank - the Investor Relations Bureau – is responsible for relations with shareholders, investors and other capital market participants. Relevant information for investors, Bank shareholders and analysts is available on a dedicated Investor Relations website

In 2021, the Bank published a digital version of its annual report for 2020 for the second time. The report is available here.

In 2021, recommendations for BNP Paribas Bank Polska shares were issued by 9 domestic financial institutions. At the end of 2021, the Bank had 7 recommendations, of which 2 “Buy” and 5 “Hold”. The median of target prices from the recommendations amounted to PLN 96.0 and the average target price – PLN 93.3, i.e., it was higher than the share price as at 30 December 2021 (PLN 91.2) by 5.3% and 2.3% respectively.

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