47. The shareholder’s structure of BNP Paribas Bank Polska S.A.

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

The Bank’s share capital as at 31 December 2021 was PLN 147,519 thousand. 

The share capital is divided into 147 418,918 shares with the par value of PLN 1,00, including: 15 088,100 A series shares, 7,807,300 B series shares, 247,329 C series shares, 3,220,932 D series shares, 10,640,643 E series shares, 6,132,460 F series shares, 8,000,000 G series shares, 5,002,000 H series shares, 28 099,554 I series shares, 2,500,000 series J shares and 49,880,600 series L shares, 99,864 series M 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, on the basis of settlement orders referred to in § 6 of the Detailed Rules of Operation of the National Depository for Securities, 99,864 series M ordinary bearer shares of the Bank, with nominal value of PLN 1 each (hereinafter: Series M Shares), were registered with the National Depository for Securities and admitted to trading by the Warsaw Stock Exchange, and Series M Shares were recorded in the securities accounts of the eligible persons. 

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

Pursuant to of Article 451 §2 the second sentence of the Commercial Companies Code, the allocation of Series M Shares became effective at the moment of their entry in the securities accounts of authorised persons. 

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

The total number of votes resulting from all the shares of the Bank is 147,518,782. The number of votes resulting from the allocated Series M Shares is 99,864 votes. 

The amount of the conditional share capital increase after the Series M Shares issue is PLN 476,136. 

On 2 June 2021, a notice from two shareholders of the Bank, BNP Paribas S.A. and Rabobank International Holding B.V. (hereinafter: Shareholders), in which the Shareholders announced the completion of the accelerated book building process (hereinafter: ABB) aimed at the sale by the Shareholders of not more than 7,472,786 ordinary bearer shares in the Bank, representing in total not more than 5.07% of the Bank’s share capital and representing not more than 5.07% of the total number of votes in the Bank (hereinafter: Sold Shares). 

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

• BNP Paribas S.A. 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 in the Bank, and 
• Rabobank International Holding B.V. will sell 5,613,875 Sale Shares, which constitute 3.81% of shares in the Bank’s share capital and in the total number of votes in the Bank. 

Following the settlement of the sale of the Sold Shares under the ABB process: 

• BNP Paribas S.A. directly holds 93,501,327 shares in 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 S.A. Capital Group controls jointly 128,991,553 shares in 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. 

BNP Paribas Bank Polska shares held by the members of the Supervisory Board and Management Board 

Summary of the holdings of Bank shares and share entitlements by members of the Bank’s Management Board and Supervisory Board as at the date of publication of the report for the 3 quarters of 2021 (9 November 2021) and the report for 2021 (3 March 2022) is presented below.  

The holdings of the individual members of the Management Board of the Bank’s shares and share entitlements have not changed since the publication date of the previous report, i.e. 9 November 2021. 

The members of the Bank’s Supervisory Board did not declare their ownership of the Bank’s shares/privileges as at 31 December 2021 and as at the date of publication of this annual report, i.e. 3 March 2022, which has not changed since the publication of the report for the 3 quarters of 2021, i.e. 9 November 2021.

In accordance with the commitment made by BNP Paribas S.A. – the Bank’s main shareholder – to the Financial Supervision Authority, submitted on 14 September 2018, the number of the Bank’s free float shares should be increased to at least 25% plus one share by the end of 2023 at the latest.