Report on the activities of Bank Pekao S.A. Group for the first half of 2013

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1 Report on the activities of Bank Pekao S.A. Group for the first half of 2013 Warsaw, August 2013 This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation.

2 Table of Contents 1 Highlights of Bank Pekao S.A. Group Highlights of Bank Pekao S.A Summary of Performance External Environment Internal Factors Description of the Group Changes in the Group s structure The Bank s shareholding structure Financial credibility ratings Activity of Bank Pekao S.A. Group Achievements of Bank Pekao S.A Achievements of subsidiaries Awards Factors which will affect the results of the Group Description of major sources of risk and threats relating to the remaining months of Statement of Financial Position and Financial Results Structure of the consolidated statement of financial position short form The consolidated income statement presentation form The structure of the net profit Provisions, deferred tax assets and liabilities Net impairment losses Off balance sheet items Capital adequacy Reconciliation of income statement presentation form and long form Quarterly Income Statement Consolidated income statement long form Consolidated statement of comprehensive income Consolidated income statement presentation form Human Resources Management Other Information Management Board position regarding the possibility of achieving previously published forecasts The issuer s shares held by the Management and Supervisory Board Members Related party transactions Accounting principles adopted in the preparation of the report Seasonality or cyclical nature of the Bank s activity Issuance, redemption and repayment of debt securities Appropriation of profit achieved in Information on dividend Pending litigations Subsequent events Representations of the Bank s Management Board on reliability of the presented financial statements Bank Pekao S.A. 2

3 1 Highlights of Bank Pekao S.A. Group H H INCOME STATEMENT (IN PLN MILLION) SELECTED ITEMS* Operating income 3, , , ,808.0 Operating costs (1,778.4) (1,840.9) (3,622.9) (3,671.7) Operating profit 2, , , ,136.3 Profit before income tax 1, , , ,592.9 Net profit for the period attributable to equity holders of the Bank 1, , , ,899.4 PROFITABILITY RATIOS Return on average equity (ROE) 11.9% 12.9% 13.3% 14.2% Net interest margin 3.4% 3.6% 3.6% 3.7% Non-interest income / operating income 41.4% 38.1% 38.9% 40.6% Cost / income 46.3% 47.2% 45.5% 47.0% STATEMENT OF FINANCIAL POSITION (IN PLN MILLION) SELECTED ITEMS Total assets 150, , , ,590.1 Net loans and advances to customers** 99, , , ,678.9 Amounts due to customers 108, , , ,437.0 Debt securities issued 4, , , ,043.9 Equity 22, , , ,356.9 STATEMENT OF FINANCIAL POSITION STRUCTURE RATIOS Net loans / total assets 66.1% 65.6% 64.8% 65.3% Securities / total assets 20.4% 18.6% 19.4% 20.4% Deposits*** / total assets 75.1% 74.2% 74.7% 76.0% Net loans / deposits*** 88.1% 88.4% 86.7% 85.8% Equity / total assets 14.8% 14.5% 15.5% 14.6% Capital Adequacy Ratio 19.3% 18.7% 19.0% 17.0% EMPLOYEES AND NETWORK Total number of employees **** 19,515 20,215 19,816 20,357 Number of outlets (Bank Pekao S.A. and PJSC UniCredit Bank) 1,040 1,040 1,040 1,051 Number of ATMs (Bank Pekao S.A. and PJSC UniCredit Bank) 1,907 1,920 1,919 1,910 * Income statement includes continuing and discontinued operations. ** Including debt securities eligible for rediscounting at Central Bank and net investments in financial leases to customers. *** Deposits include Amounts due to customers and Debt securities issued. **** Starting from the first quarter of 2012 including Pekao Property S.A. as a result of consolidation of the company under the full method since that date. Note: In the first half of 2013 in the income statement in a presentation form, to align the presentation to the standards implemented by the major Polish and European banks, gains on disposal of available for sale financial assets and held to maturity investments are reported under trading result (and thus in operating income, operating profit and respective ratios). In order to ensure comparability, data for the first half of 2012 and for the years 2011 and 2012 have been restated in comparison to those previously published. Bank Pekao S.A. 3

4 2 Highlights of Bank Pekao S.A. H H INCOME STATEMENT (IN PLN MILLION) SELECTED ITEMS Operating income 3, , , ,318.1 Operating costs (1,629.5) (1,684.8) (3,323.4) (3,366.3) Operating profit 2, , , ,951.8 Profit before income tax 1, , , ,449.5 Net profit for the period 1, , , ,826.4 PROFITABILITY RATIOS Return on average equity (ROE) 12.7% 14.0% 13.5% 14.2% Net interest margin 3.3% 3.5% 3.5% 3.6% Non-interest income / operating income 39.5% 35.9% 37.6% 39.0% Cost / income 44.1% 44.8% 44.2% 46.0% STATEMENT OF FINANCIAL POSITION (IN PLN MILLION) SELECTED ITEMS Total assets 146, , , ,390.0 Net loans and advances to customers* 96, , , ,143.2 Amounts due to customers 108, , , ,004.7 Debt securities issued 3, , , ,402.6 Equity 21, , , ,798.7 STATEMENT OF FINANCIAL POSITION STRUCTURE RATIOS Net loans / total assets 65.8% 65.0% 64.4% 64.7% Securities / total assets 20.9% 19.0% 19.8% 21.0% Deposits** / total assets 76.6% 75.6% 76.1% 77.5% Net loans / deposits** 86.0% 86.0% 84.6% 83.5% Equity / total assets 14.9% 14.6% 15.6% 14.6% Capital Adequacy Ratio 19.0% 18.3% 18.7% 16.6% EMPLOYEES AND NETWORK Total number of employees 17,191 17,818 17,433 17,921 Number of outlets 1,001 1,001 1,001 1,002 Number of ATMs 1,833 1,846 1,845 1,817 * Including debt securities eligible for rediscounting at Central Bank. ** Deposits include Amounts due to customers and Debt securities issued. Note: In the first half of 2013 in the income statement in a presentation form, to align the presentation to the standards implemented by the major Polish and European banks, gains on disposal of available for sale financial assets and held to maturity investments are reported under trading result (and thus in operating income, operating profit and respective ratios). In order to ensure comparability, data for the first half of 2012 and for the years 2011 and 2012 have been restated in comparison to those previously published. Bank Pekao S.A. 4

5 3 Summary of Performance Net profit of Bank Pekao S.A. Group attributable to equity holders amounted to PLN 1,407.3 million and was lower by PLN 7.5 million (0.5%) in comparison to the first half of Results of the first half of the year were kept almost at previous year level also thanks to positive dynamic of the results of the second quarter in comparison with the first quarter of The Group s operating profit reported was lower by 0.1% in comparison to the first half of 2012 as a result of lower operating income, mainly net interest income remaining under negative influence of decreasing interest rates, almost fully compensated by lower operating costs. The Bank's operating results are showing better resilience than the banking sector in the conditions of economic downturn and significant pressure on interest margin. The strength of the capital and liquidity structure of Bank Pekao S.A. Group is reflected by a capital adequacy ratio of 19.3% and net loans to deposits ratio at the level of 88.1% at the end of June This enables for further sound and stable development of the Group s activities. The Bank continued its policy of offering only PLN mortgage loans. The residual stock of mortgage loans denominated in foreign currencies, almost entirely acquired as a result of the merger of the spun-off part of Bank BPH SA in 2007, represents 5.4% of total loans of the Bank. In the first half of 2013, the Group s operating income amounted to PLN 3,839.1 million, a decrease of only PLN 64.3 million (1.6%) in comparison with the first half of 2012 mainly due to lower total net interest income, dividend income and income from equity investments. Total net interest income, dividend income and income from equity investments in the first half of 2013 amounted to PLN 2,250.9 million and decreased by PLN million (6.8%) in comparison with the first half of 2012, remaining under market-wide pressure of decreasing interest rates. In the first half of 2013 average WIBOR 3M rate stood at the level of 3.38%, and was lower by more than 160 bps than in the first half of The Group s net non-interest income in the first half of 2013 amounted to PLN 1,588.2 million, an increase of PLN 99.2 million (6.7%) in comparison with the first half of In the first half of 2013, the operating costs were kept under control and amounted to PLN 1,778.4 million. They were lower than the operating costs in the first half of 2012 by PLN 62.5 million (3.4%). The Group s net impairment losses on loans and off-balance sheet commitments amounted to PLN million in the first half of 2013, an increase of PLN 21.9 million (7.2%) as compared with the first half of 2012, reflecting weaker macroeconomic environment. As at June 30, 2013, the ratio of impaired receivables to total receivables amounted to 7.5% in comparison with 7.3% at the end of As at the end of June 2013, the total amounts due to the Group s customers and debt securities issued amounted to PLN 113,269.1 million, an increase of PLN million (0.5%) in comparison to the end of The total volume of retail customers deposits, Structured Certificates of Deposit and other amounted to PLN 50,240.9 million at the end of June 2013, an increase of PLN million (1.0%) in comparison to the end of The value of net assets of investment funds managed by Pioneer Pekao TFI S.A. amounted to PLN 16,008.9 million at the end of June 2013, an increase of PLN 1,043.7 million (7.0%) in comparison to the end of The total volume of corporate customers deposits, repo and sell-buy-back transactions, Certificates of Deposit, Pekao Bank Hipoteczny S.A. mortgage bonds, interest and other amounted to PLN 63,028.2 million at the end of June 2013, an increase of PLN 35.1 million (0.1%) as compared to the end of As at the end of June 2013, the volume of retail loans amounted to PLN 42,003.7 million, an increase of PLN 1,518.8 million (3.8%) in comparison to the end of The volume of corporate loans, non-quoted securities, reverse repo transactions and securities issued by non-monetary entities increased by PLN million (0.7%) as compared to the end of 2012 and amounted to PLN 63,087.9 million at the end of June Note: In the first half of 2013 in the income statement in a presentation form, to align the presentation to the standards implemented by the major Polish and European banks, gains on disposal of available for sale financial assets and held to maturity investments are reported under trading result and thus in operating profit, operating income and net non-interest income. In order to ensure comparability, data for the first half of 2012 have been restated in comparison to those previously published. Bank Pekao S.A. 5

6 4 External Environment Economic growth In the first quarter of 2013, rate of economic growth decelerated to 0.5% year on year from 0.7% year on year in the fourth quarter of The scale of economic activity has been the lowest since the first quarter of Domestic demand fell by 0.9% year on year mainly due to a significant decrease in accumulation (by 5.8% year on year). Gross fixed investments fell by 2.0% year on year in the first quarter of 2013 with the decrease lower than recorded in the fourth quarter of 2012 (down by 4.9% year on year). A decrease in inventories reduced the GDP growth in the first quarter by 0.5 p.p. In the first quarter of 2013 private consumption remained at the level equal to the one observed in the corresponding period of the previous year, compared to a decline by 0.2% year on year in the fourth quarter of The weakness in private consumption was a consequence of still difficult situation on the labor market. A drop in employment and still low wage growth resulted in low growth rate of labour income, which is the main source of consumption financing. Concerns about future financial situation of households lowered demand for consumer loans as a source of consumption financing. In the situation of declining domestic demand foreign trade remained the main source of economic growth in the first quarter of Improving balance on trade of goods and services contributed positively to the GDP with 1.4 p.p. This was the result of continuing decline in imports (-1.7% year on year) and growth in exports (+1.3% year on year). Available monthly data show that adverse economic trends persisted also in the second quarter of Large declines in construction output indicate a further significant decline in investment, additionally retail sales figures do not allow for expectations of a significant improvement in consumption. A source of economic recovery, however, may be higher growth in exports thanks to improving data in German economy and the weakening of the złoty. Better performance of exporters may result in a gradual improvement in the entire industry. A continuation of the recovery of household savings should be expected as well. A decline in inflation increases purchasing power of households and improves consumer sentiment. An increase in consumption may also be supported by the National Bank of Poland (NBP) interest rates cuts. Bank Pekao S.A. 6

7 Inflation and monetary policy At the end of the second quarter of 2013, the CPI amounted to 0.2% year on year and was significantly lower than the bottom limit of permissible deviations from the inflation target of the NBP, which is set at the level of 1.5% and it is the lowest level since the economic transformation. The average inflation rate in the second quarter of 2013 at the level of 0.5% year on year was considerably lower compared to 1.3% year on year achieved in the first quarter of A fall in inflation is mainly a consequence of lower growth in prices of food, housing and energy, transport and communication. The CPI inflation in June 2013 has reached probably this-year minimum. In the second half of the year, a gradual rise in inflation should be expected, mainly driven by the supply-side. An important factor contributing to an increase in inflation will be an increasing growth rate in food prices. In the second quarter of 2013, the Monetary Policy Council (MPC) has continued monetary easing cycle started in November Interest rates were further reduced in May (by 25 bps) and June (25 bps). At the end of the second quarter of 2013 the NBP reference rate amounted to 2.75%. In July, there was another reduction in interest rate (by 25 p.p.) after which the MPC has pointed that the cycle of monetary policy easing has been finished. The reference rate will likely to be at the current level of 2.5% for a longer period of time. As a consequence of several interest rate cuts, in the first half of 2013 average WIBOR 3M rate stood at the level of 3.38%, i.e. lower by over 160 bps than in corresponding period of 2012 influencing negatively on banking sector performance. Bank Pekao S.A. 7

8 Currency exchange rate The Polish złoty was relatively stable against the euro during most of the first half of 2013 and lost sharply at the end of May. As a result, in the second quarter the złoty noted the lowest level since the third quarter of The rate of return on the currency pair EUR-PLN stood at 5.9% over the first half of the year. Fluctuations against the dollar were more volatile and the USD-PLN gained 7.0% over the period. Despite such performance the złoty s depreciation was not as high as could be expected taking into account weaker economy and continuation of interest rate cuts by the MPC. Regular inflows of foreign capital into the domestic debt market, offering attractive income in ultra-low rates environment around the world, was a key factor. The expected end of the easing cycle and the beginning of foreign investors outflows from core and emerging markets finally resulted in a deeper weakening of the złoty in last weeks of the second quarter. The government plans of pension system s reform remain another important source of uncertainty. Recently published possible scenarios of changes in the pension funds operations maintained doubts and may be another key risk factor for the złoty. The monetary policy of central banks remains the most important currency market s driver. The risk of reduction in the bond buying program by the Fed (Federal Reserve) and the withdrawal of quantitative easing in 2014 could also put pressure on the złoty. However, relatively better Polish economy perception against peers, may limit potential losses. Likely signs of economic recovery should even support the złoty appreciation in the second part of the year. Fears of further NBP s intervention on foreign exchange market, in order to stabilize the situation, will be also a supportive factor. It is still estimated that the złoty may be quoted around 4.12 against the euro at the end of Bank Pekao S.A. 8

9 Fiscal policy Preliminary estimates of the Ministry of Finance indicate that in the first half of 2013 the state budget deficit amounted to PLN 26.0 billion i.e. 73.0% of the yearly limit of PLN 35.6 billion. Revenues were executed at 44.6% of the yearly plan, while expenditures reached 47.7% of the plan for It should be mentioned that in June revenues were enhanced by PLN 5.2 billion from the NBP profit payment. Tax revenues were markedly lower than planned. Indirect taxes collections amounted to PLN 82.6 billion i.e. 43.0% of the amount planned for 2013 year, while revenues from direct taxes reached PLN 30.3 billion i.e. 41.8% of the sum planned in the budget act. VAT collections were 10.2% lower than in the first half of 2012, CIT revenues fell 16.1% and excise tax revenues decreased by 4.7% year on year. At the same time PIT collections went up by 4.7% year on year. Poland s GDP growth is seen at % this year and the CPI inflation is expected to reach ca. 1% vs. 2.2% and 2.7% respectively assumed in the budget act. The general government deficit amounted to 3.9% of the GDP in 2012 and was visibly higher than 3.5% of the GDP expected by the government. Even though Poland undertook effective measures in order to consolidate public finances, authorities failed to correct excessive deficit by the end of 2012 as required by the European Council recommendation of July 7, In the draft of the Ecofin Council decision the European Commission upheld the excessive deficit imposed on Poland in 2009 and extended the time limit for additional two years to correct the fiscal excessive deficit in order to avoid negative consequences of rapid fiscal consolidation for economic growth. Taking into account additional time for fiscal adjustment, the slowdown in the pace of fiscal consolidation might be expected. Given low tax revenues keeping the current state budget deficit limit would require significant reduction in expenditures. In the environment of weak economic conditions it would be a pro-cyclical move, potentially curbing the pace of expected economic recovery. Therefore, amendment of the 2013 budget act is planned. The Ministry of Finance estimates that this year s budget revenues will be lower by ca. PLN 24 billion than planned thus it is proposed to lift the deficit by PLN 16 billion with curbing of planned expenditures by ca. PLN 8 billion. Higher deficit requires amendment of the public finance act and removal of the first austerity threshold of 50% of the debt to the GDP ratio. Current provisions of the public finance law state that whenever the State Public debt exceeds 50% of the GDP (at the end of 2012 it stood at 52.7% of the GDP), the ratio of deficit to revenues in the budget act for the next year cannot exceed the corresponding ratio in the current year s budget. In July 2013, the parliament adopted amendments in the public finance law suspending the first austerity threshold functioning (the debt above 50% of the GDP). Adoption of these amendments allows to change this year s budget act and increase limit of the deficit for 2013 to the level of PLN 51.6 billion. At the end of March 2013, the State Public Debt amounted to PLN billion (54.3%) and since the end of 2012 it increased by PLN 29.5 billion. The domestic debt rose by PLN 27.5 billion, while foreign debt went up by PLN 2.0 billion. The State Public Debt is approaching a second austerity threshold of 55% of the GDP envisaged by the public finance act. Unless planned amendment of the public finance law removes also the second threshold, the 55% debt/gdp ratio limit will set the upper limit for the planned state budget deficit widening, should the 2013 budget act indeed be amended. The general government debt (ESA95) amounted to PLN billion (57.3% of the GDP) at the end of the first quarter of 2013, rising by PLN 31.0 billion vs. end of The ESA95 public debt is rising towards 60% of the GDP limit set in the EU Stability and Growth Pact. Bank Pekao S.A. 9

10 Banking sector According to the NBP, in the first six months of 2013, core activity results of the banking sector deteriorated in comparison to the corresponding period of the previous year, in January - June 2013 a decline in the result on the banking activity has been noted by over 6% year on year. The main reason was strong decline (-8.4% year on year) in net interest income, which resulted from series of interest rate cuts made by the MPC. A strong deterioration (fall by over 17% year on year) was also recorded in the case of result on financial assets and liabilities (held for trading) and on foreign exchange trading. Negative effects of deterioration of the banking activity result were offset by significantly lower (-30% year on year) impairment losses and cost of other provisions. Apart from lower impairments than recorded in the previous year, additionally a higher profit from other operating activities (+11.2% year on year) with fairly stable banks' operating costs (+0.3% year on year) were noted, what in turn positively contributed to banking sector s net results increase for six months of 2013 by 0.6% year on year to the level of nearly PLN 8.2 billion. At the end of June 2013, assets of the Polish banking sector amounted to PLN 1,401.3 billion and were 6.6% higher than at the end of June At the end of June 2013, deposits of non-financial sector increased by 7.3% year on year, while receivables of this sector grew by 2.9% year on year. According to the NBP data, growth of household loans amounted to 2.4% year on year in nominal term at the end of June The pace of growth in corporate loans was lower and stood at the level of 1.6% year on year. Corporate and household loan volumes are still clearly influenced by the economic downturn and limited propensity to consume and invest. After six months of 2013 household deposits were 7.6% higher than last year. Its relatively high growth rate sustained, despite a significant interest rates decrease, is a result of increased propensity to save among households. In April, after several months of decline, also corporate deposits returned to a growth path (at the end of June 2013 they were 4.4% higher than year ago), which was supported by declining investment activity of companies as well as strong base effects (the impact of foreign assets purchase by KGHM last year on deposit dynamic has dispersed). Bank Pekao S.A. 10

11 5 Internal Factors 5.1. Description of the Group The Group s structure is presented in the Notes to the Condensed Consolidated Interim Financial Statements of Bank Pekao S.A. Group for the period from 1 January 2013 to 30 June Changes in the Group s structure Sale of the company On July 16, 2013, the Bank sold 100% shares of PJSC UniCredit Bank based in Kiev to UniCredit S.p.A. based in Rome. Additional information on the sale of the company is included in the point Subsequent events. Merger of the companies On June 3, 2013, the District Court for the Capital City of Warsaw, XII Business Branch of the Domestic Registry Court registered the merger of Pekao Property S.A. with its subsidiaries Metropolis Sp. z o.o. and Jana Kazimierza Development Sp. z o.o. The register of the merger do not change the share of Bank Pekao S.A. in Pekao Property S.A. or the number of shares in this company. After registration of the merger the companies Metropolis Sp. z o.o. and Jana Kazimierza Development Sp. z o.o. lost their legal personality and were erased from court register and Pekao Property S.A. books. Changes in the Statutory Bodies of the Bank. Supervisory Board The Ordinary General Meeting of Bank Pekao S.A. held on June 12, 2013 appointed Ms. Małgorzata Adamkiewicz as a member of the Supervisory Board for current, common term of office. Composition of the Supervisory Board: JUNE 30, 2013 DECEMBER 31, 2012 Jerzy Woźnicki Chairman of the Supervisory Board Jerzy Woźnicki Chairman of the Supervisory Board Roberto Nicastro Deputy Chairman of the Supervisory Board Roberto Nicastro Deputy Chairman of the Supervisory Board Leszek Pawłowicz Deputy Chairman of the Supervisory Board Leszek Pawłowicz Deputy Chairman of the Supervisory Board Alessandro Decio Secretary of the Supervisory Board Alessandro Decio Secretary of the Supervisory Board Małgorzata Adamkiewicz Member of the Supervisory Board Paweł Dangel Member of the Supervisory Board Paweł Dangel Member of the Supervisory Board Laura Penna Member of the Supervisory Board Laura Penna Member of the Supervisory Board Wioletta Rosołowska Member of the Supervisory Board Wioletta Rosołowska Member of the Supervisory Board Doris Tomanek Member of the Supervisory Board Doris Tomanek Member of the Supervisory Board Bank Pekao S.A. 11

12 Management Board of the Bank On March 12, 2013, the Management Board of Bank Pekao S.A. published in the current report No. 12/2013 that Mr. Marco Iannaccone resigned from the function of Vice President of the Management Board of the Bank, effective from March 31, On March 12, 2013, the Supervisory Board of the Bank appointed, effective from April 1, 2013, Mr. Stefano Santini as Vice President of the Management Board of Bank Pekao S.A. for the current, common term of office of the Management Board of the Bank. The Supervisory Board of Bank Pekao S.A. at the meeting held on June 12, 2013 appointed the following persons for a new common term of office of the Management Board of the Bank, lasting three years, beginning as of June 13, 2013: Mr. Luigi Lovaglio as President of the Management Board of the Bank, Mr. Diego Biondo as Vice President of the Management Board of the Bank, Mr. Andrzej Kopyrski as Vice President of the Management Board of the Bank, Mr. Grzegorz Piwowar as Vice President of the Management Board of the Bank, Mr. Stefano Santini as Vice President of the Management Board of the Bank, Mr. Marian Ważyński as Vice President of the Management Board of the Bank. Composition of the Management Board: JUNE 30, 2013 DECEMBER 31, 2012 Luigi Lovaglio President of the Management Board, CEO Diego Biondo Vice President of the Management Board Andrzej Kopyrski Vice President of the Management Board Grzegorz Piwowar Vice President of the Management Board Stefano Santini Vice President of the Management Board Marian Ważyński Vice President of the Management Board Luigi Lovaglio President of the Management Board, CEO Diego Biondo Vice President of the Management Board Marco Iannaccone Vice President of the Management Board Andrzej Kopyrski Vice President of the Management Board Grzegorz Piwowar Vice President of the Management Board Marian Ważyński Vice President of the Management Board Bank Pekao S.A. 12

13 5.3. The Bank s shareholding structure As at June 30, 2013, the share capital of Bank Pekao S.A. amounted to PLN 262,470,034 and it was divided into 262,470,034 shares of the following series: 137,650,000 Series A bearer shares with a par value of PLN 1 per share 7,690,000 Series B bearer shares with a par value of PLN 1 per share 10,630,632 Series C bearer shares with a par value of PLN 1 per share 9,777,571 Series D bearer shares with a par value of PLN 1 per share 373,644 Series E bearer shares with a par value of PLN 1 per share 621,411 Series F bearer shares with a par value of PLN 1 per share 603,377 Series G bearer shares with a par value of PLN 1 per share 359,840 Series H bearer shares with a par value of PLN 1 per share 94,763,559 Series I bearer shares with a par value of PLN 1 per share All the existing shares are ordinary bearer shares. There are no special preferences or limitations connected with the shares, or differences in the rights attached to them. The rights and obligations related to the shares are defined by the provisions of the Polish Commercial Companies Code and other applicable laws. On the date of submitting the report, the share capital of the Bank remained unchanged. The shareholders of Bank Pekao S.A. owning directly or indirectly through their subsidiaries at least 5% of the total number of voting rights at the General Meeting of Bank Pekao S.A. are as follows: SHAREHOLDER S NAME NUMBER OF SHARES AND VOTES AT THE GENERAL MEETING SHARE IN SHARE CAPITAL AND TOTAL NUMBER OF VOTES AT THE GENERAL MEETING NUMBER OF SHARES AND VOTES AT THE GENERAL MEETING SHARE IN SHARE CAPITAL AND TOTAL NUMBER OF VOTES AT THE GENERAL MEETING JUNE 30, 2013 DECEMBER 31, 2012 UniCredit S.p.A. 131,497, % 155,433, % Aberdeen Asset Management PLC 13,194, % 13,194, % Other shareholders 117,777, % 93,841, % Total 262,470, % 262,470, % On February 1, 2013 Management Board of Bank Pekao S.A. published in the current report No. 7/2013 information that the Bank received the notification from UniCredit S.p.A. with its registered office in Rome, about decreasing of the total number of votes at the General Meeting of the Bank as the result of the sale of 23,936,267 shares in the Bank constituting 9.12% in the total number of votes at the General Meeting of the Bank, through a sale order executed on January 31, 2013 via offsession transactions concluded on the Warsaw Stock Exchange S.A. according to the Secondary Placing Agreement made on January 29, The Bank has not received any other notifications regarding changes in the ownership structure in accordance with art. 69 of the Act of July 29, 2005 on Public Offerings and Conditions Governing the Introduction of Financial Instruments to an Organized System of Trading, and on Public Companies. Bank Pekao S.A. 13

14 5.4. Financial credibility ratings Bank Pekao S.A. is rated by three leading ratings agencies: Fitch Ratings, Standard and Poor s, and Moody s Investors Service. In the case of the first two, the ratings are provided on a solicited basis under agreements signed and with respect to Moody s Investors Service, the ratings are unsolicited and they are based on publicly available information and review meetings. The Bank s ratings in the first half of 2013 remained at a very high level. As at June 30, 2013, Bank Pekao S.A. s creditworthiness was rated as follows: FITCH RATINGS BANK PEKAO S.A. POLAND Long-term rating (IDR) A- A- Short-term rating F2 F2 Viability rating a- - Support rating 2 - Outlook Stable Positive STANDARD AND POOR S RATINGS SERVICES BANK PEKAO S.A. POLAND Long-term rating BBB+ A- Short-term rating A-2 A-2 Stand-alone credit profile bbb+ bbb-* Outlook Stable Stable MOODY S INVESTORS SERVICE LTD. (UNSOLICITED RATING) BANK PEKAO S.A. POLAND Long-term foreign-currency deposit rating A2 A2 Short-term deposit rating Prime-1 Prime-1 Financial strength C- - Outlook Negative Stable/Negative** * Banking Industry Country Risk Assessment (BICRA). ** Stable for Poland and Negative for the Polish banking sector. Bank Pekao S.A. has the highest Viability rating assigned by Fitch Ratings, the highest Stand-Alone Credit Profile rating assigned by Standard & Poor s and the highest Financial strength rating assigned by Moody s Investors Service among banks rated by these agencies in Poland. All above mentioned agencies confirmed high level of creditworthiness of Bank Pekao S.A. in 2013 before the date of submitting this report. Fitch Ratings agency assigned the A rating to the mortgage bonds issued by Pekao Bank Hipoteczny S.A., a 100% subsidiary of Bank Pekao S.A. It is the highest rating ever awarded to the Polish debt securities issued by a private company. The reasons underlying the Agency s decision included the high rating assigned to Pekao Bank Hipoteczny S.A. (A-), legal regulations pertaining to the mortgage bonds collateral register, and the excess of collateral over the volume of bonds in issue, as declared by the bank. The high rating assigned to the mortgage bonds confirms Pekao Bank Hipoteczny s ability to issue securities offering a high level of security and raise long-term capital to fund its lending activity. Bank Pekao S.A. 14

15 6 Activity of Bank Pekao S.A. Group 6.1. Achievements of Bank Pekao S.A. Bank Pekao S.A. is a universal commercial bank providing a full range of banking services to individual and institutional clients, mainly in Poland. Bank Pekao S.A. Group includes financial institutions operating in banking, asset management, pension funds, brokerage services, leasing and factoring markets. Distribution channels The Bank offers to its clients a broad distribution network with ATMs and outlets conveniently located throughout Poland Total number of outlets 1,001 1,001 Total number of own ATMs 1,833 1,845 The Bank s clients can also make commission-free cash withdrawals from more than 3.9 thousand of domestic network of Euronet ATMs as well as European network of the UniCredit Group ATMs. As at the end of June 2013, the Bank maintained 5,372.6 thousand PLN-denominated current accounts, thousand mortgage loan accounts and thousand consumer loan accounts. (in thousand) Total number of PLN current accounts* 5, ,305.4 of which packages 3, ,629.9 Number of mortgage loans accounts** of which PLN mortgage loans accounts Number of consumer loan accounts *** * Number of accounts including accounts of pre-paid cards. ** Retail customers accounts. *** Pożyczka Ekspresowa (Express Loan). Individual clients In June 2013, promoting innovations and modernity, Bank Pekao S.A. offered to clients latest mobile solution. The Bank, as the first in Poland, introduced comprehensive system of mobile payments and payments acceptance PeoPay. PeoPay application is innovative solution that combines mobile payments for individual clients and innovative function PeoPay mpos, i.e. the ability to accept mobile payments on smartphones for enterprises. PeoPay application can be used both by the Bank s customers and by customers who do not have an account at Bank Pekao S.A. The application enables execution of fast payments between users, online payments and non-cash payments in shops and points of service branded with PeoPay logo. Within the framework of additional functionalities users have an access to account balances and account history online as well as to notification system. In order to ensure better security of transactions the opportunity to personalize transaction limit above which additional PIN code confirmation is required was offered. Currently, PeoPay application is available on Android operational system. It is also planned to offer the application to users of smartphones with ios and Windows Phone systems. The implementation to the Bank s offer PeoPay mobile payments extends mobile offer that includes Eurokonto Mobilne, mobile banking application and Mobilny Planer Zakupów (Mobile Shopping Planner) with another modern solutions the ability to realize and receive payments through mobile phone. Bank Pekao S.A. 15

16 In the first half of 2013, the Bank was focused on the consistent acquiring of new customers and sale of personal accounts. In April and May, a marketing campaign promoting personal accounts for young persons from 13 to 25 years of age was conducted. Thanks to this campaign which was mainly based on local actions nearly 18 thousand accounts were opened. In the first half of 2013, in the area of the Premium Personal Banking the Bank continued systematically to increase competences of Personal Advisers in order to ensure efficient realization of all financial needs expressed by customers. Assistance of certified Personal Adviser helps to build personal relationship and intensify co-operation. Such a model allows to gain ever-better understanding of the clients needs and helps to fit optimal financial solutions within the frame of the wide products offer of the Bank. Loans The Bank continued its policy of offering only PLN mortgage loans. In the second quarter of 2013, the Bank reported more than 40% increase in sale of mortgage loans in comparison to the first quarter of In June 2013, the Bank s share in the sale of PLN mortgage loans market in Poland accounted for more than 18%. The mortgage loans offer was being updated and adjusted to changing market conditions and needs on an ongoing basis. The advantages of Pekao Bank S.A. s mortgage loans offer are fast credit decision, attractive interest rates and competent advisers supporting customers in the process of loan granting. The Bank took a number of actions, including promotional activities, thereof promotional campaigns in the Internet and internal channels as well as participation in real estate fairs organized all over the country. In the area of cash loans, the Bank realized strategy of consequent strengthening of its position on the consumer goods financing market while maintaining a prudent credit risk policy and providing customers with the highest level of satisfaction. Efficient process and transparent rules of loans granting as well as an individual approach to the clients guaranteed the competitiveness of the Express Loan among offers of other banks. The clients taking loan have possibility to use insurance coverage within the available insurance packages allowing to adjust the offer to the individual needs. In search of new growth opportunities and sales development of the Express Loan a significant role had the following activities: implementation of new functionality in the Internet service Pekao24 which allows the Bank s customers to apply and sign the Express Loan agreement, an active use of the Bank s internal channels of marketing communication, including website dedicated to consumer loan, advertising campaign promoting the Bank s consumer loan offer on TV, radio and in the Internet, local promotional actions conducted in outlets all over the country. Saving and investment products In the first half of 2013, the Bank continued its initiative to promote the idea of regular savings, by offering additional pension products in a form of IKE and IKZE accounts and by promoting Regular Savings Program (Program Systematycznego Oszczędzania). Within the framework of the existing Regular Savings Program - My Perspective (Moja Perspektywa), the Bank s offer was extended with a new portfolio Polski Plus. In order to improve the attractiveness of product offer and adjust it to the clients needs the offer of Program Akumulacji Kapitału PRO and JUNIOR (Capital Accumulation Program PRO and JUNIOR) was extended with eight new funds/subfunds and Program Pioneer IKE was extended with five new funds/sub-funds. Moreover, in the first half of 2013, the Bank in co-operation with Pioneer TFI, introduced to its offer a new mutual fund Pioneer Stabilnego Inwestowania for investors with a moderate risk tolerance. Bank Pekao S.A. 16

17 Brokerage activity Bank Pekao S.A. Group offers a wide range of capital market products and services through retail brokerage entities: Dom Maklerski Pekao (Dom Maklerski), a subsidiary Centralny Dom Maklerski Pekao S.A. (CDM) and associated entity Dom Inwestycyjny Xelion Sp. z o.o. (Xelion). As at the end of June 2013, the brokerage entities maintained more than 359 thousand investment accounts. The main group of individual investors were customers using the Group s brokerage services through remote channels, in particular through the Internet. According to data of The National Depository for Securities (KDPW), Dom Maklerski and CDM in total took the first place in terms of a number of investment accounts run by the brokerage entities with a 24% share in total of investment accounts. As at the end of the first half of 2013, the total value of assets deposited on investment accounts run by the Group s brokerage entities amounted to over PLN 23 billion. In the first half of 2013, the Group s brokerage entities have made changes in regulations applicable in the relations with customers in terms of implementation of new Rules of brokerage services, tariffs as well as implementation of new contracts models and annexes. Dom Maklerski and CDM conducted also cyclical update process of MiFID information package. Moreover, development of functional tools and solutions in the area of remote channels of customer service was continued. The activities of the Group s brokerage entities were focused on adjustment of service model and IT systems to migration to the WSE new transactional system - Universal Trading Platform (UTP). The completed implementation project included changes in integration and development of IT area, implementation of new communicational model with the WSE, extension of quotation system as well as development of offer, including new types and kinds of orders. Small and micro enterprises (SME) In the first half of 2013, the Bank intensified marketing activities promoting the PekaoFirma24 mobile banking application which is dedicated to mobile phones and devices. The application distinguishes itself in the market by the above-standard functionality offered that allows conducting cash transfers to any domestic or foreign currency account, making cash conversion with the preferential exchange rate (Autodealing) and a multistage requests authorization. Also, the application has broad informational part (available without logging in) which presents the latest exchange rates, the Bank s product offer, localization of the Bank s ATMs and branches and the list of shops, in which payments made with any Bank s card entitles the customers to attractive discounts and special offers. In June 2013, the Bank s offer was enhanced with PeoPay mpos for mobile payments. The main functionalities of application are PeoPay mobile payments acceptance and preparation of sale reports. In the first half of 2013, the product offer dedicated to the segment of small and micro enterprises was extended with products addressed to corporate clients. Clients were provided with modern solutions for planning, monitoring and cash management, including among other: Pekao Collect, Pekao Płace, Autowypłata, Pekao Konsolidacja, Polecenie Zapłaty, Pekao Cash (payments enclosed). In the first half of 2013, the Bank focused also on activities supporting foreign trade finance. The Bank s customers are provided with the wide range of products that facilitate trade finance: Mój Biznes FX with attractive SEPA transfer fee, opportunity to negotiate FX rate (also with a use of electronic banking and mobile banking), accounts in seventeen foreign currencies, collateral transactions (letter of credit, bank guarantee) and FX hedging products (forwards, options). In the first half of 2013, a tool for automatic foreign exchange was further modified. A new functionality FX transaction with collateral was introduced into the PekaoFirma24 internet banking system. In the lending area, the Bank enables customers to take advantage from available sources of current financing with simplified process of loans granting, implemented in the previous year. The customers are informed on the Bank s loan offer on an ongoing basis, taking into account their individual needs. The Bank continued also initiatives to increase sales of loans by modification of loan procedures (improving acquisition loans from other banks) a s well as by supporting tools implementation of a new simplified loan process SLK readily available credit limit for existing customers. Bank Pekao S.A. 17

18 The Bank continued to offer financing for transportation means and selected categories of machinery with the use of simplified procedures within the framework of a special offer for selected customers. The offer was met with the great interest especially within the area of cars leasing. In January 2013, at a conference organized in Warsaw, Bank Pekao S.A. presented the third edition of report Raport o sytuacji mikro i małych firm (Report on the situation of SME clients). The Report has been prepared based on 7 thousand interviews conducted with the enterprises owners. The special subject of this year s report, which has been prepared with the participation of the scientific community and the business environment, was e-business. In the period from March to April 2013, the Bank initiated a series of conferences organized jointly with the marshals of the voivodeships, local business organizations and business partners co-authors of e-business elaboration. During those conferences the regional outcomes of the Report and practical solutions in terms of the Internet use in activity of small and micro enterprises were presented. The Bank was also general partner of sixteen regional conferences Wsparcie dla biznesu w czasach spowolnienia ( Support for business during economic slowdown ) organized by Związek Banków Polskich (The Polish Bank Association) with co-operation of the Ministry of Economy, Polska Agencja Rozwoju Przedsiębiorczości (the Polish Agency for Enterprise Development) and Krajowa Izba Gospodarcza (the Polish Chamber of Commerce). During the conference, the Bank presented EU programs for enterprises that are realized by the Bank based on agreements with the European Investment Bank and European Investment Fund. In the first half of 2013, the Bank, has finalized negotiations with European Investment Fund and as the first institution in Poland and as eleventh institutions in Europe signed an agreement on portfolio guarantees within the framework of Risk Sharing Instrument EU program. Thanks to agreement with the EIF a preferential credit line for operating and investment loans for innovative projects and businesses will be launched. Furthermore, in April 2013, the Bank signed an agreement with Bank Gospodarstwa Krajowego on de minimis guarantee scheme. It is an instrument within the governmental scheme of support for micro, small and medium enterprises which increases and facilitates access to capital for financing operational activity. It is also advantageous solution, which allows a minimum formalities associated with obtaining loan. De minimis guarantees are collateral for 60% of the amount of operating loans and granted in 2013 are offered free of charge for the first twelve months. Private Banking In the area of Private Banking, in the first half of 2013, the Bank focused on activities aiming at attracting new customers and continued policy of offering wide range of open-end and closed-end investment funds available through the Bank and CDM. These activities allowed to further increase of customers assets diversification and to gain substantial funds both from existing and new clients. In the first half of 2013, the clients were offered another subscriptions of structured deposit Indeks na Zysk. Taking into account the role of Private Banking Advisor, the Bank organized a training supporting product knowledge and behavioral finance competences. To strengthen relationship with customers and to extend the knowledge about the situation on the financial markets a series of business meetings were organized. Moreover, the Bank conducted sponsoring activities, including football Champions League, which allowed to strengthen relationships with the customers and increase their satisfaction with co-operation with the Bank. Bank Pekao S.A. 18

19 Corporate clients In the first half of 2013, the Bank continued activities related to expansion and improvement of offer for corporate clients. In the area of transactional services another corporate clients groups were provided with a new version of electronic banking system PekaoBIZNES 24. The main advantages of modernized system in terms of functionality and graphics are: easy and intuitive navigation, simplification of advanced functionalities of the platform, adaptation of information (include among other in bank statements, history of operations, order status) to the needs of customer, system personalization through the introduction of desktop users with the most frequently used information and products, flexibility of operations executing. Over 80 thousand users of about 13 thousand companies operate in the new version of the PekaoBIZNES 24 system and over 4 million transactions were executed using the new platform. In the first half of 2013, both a number and a volume of transactions in the PekaoBIZNES 24 system increased in comparison to the first half of The volume of foreign transactions is higher by 20% what confirms attractiveness of the Bank s offer within the scope of processing of foreign transfers. In the first half of 2013, the Bank, as the first in Poland, integrated transactional platform for corporate clients with the system of Pekao Leasing and shared the Leasing Module in the PekaoBIZNES 24 system. This functionality allows customers to review lease agreements, check the schedule of fees, monitor lease payments and their status and execute settlements of lease agreements. In the lending area the Bank signed two agreements with Bank Gospodarstwa Krajowego on implementation of Guarantee Schemes which facilitate an access to capital for financing of current activities and an agreement with European Investment Fund (EIF) on financing of innovative projects. Based on the signed agreements the Bank s offer was extended by the following products: De minimis Guarantees Scheme of Bank Gospodarstwa Krajowego in which enterprises can obtain guarantees as collateral of operating loan granted by Bank Pekao S.A. There is a first governmental scheme where the risk of granted guarantees has been taken over by the Treasury and the first scheme in which a guarantee is free of charge in the first twelve months. Guarantees of European Investment Fund within the scope of Risk Sharing Instrument (RSI) program aiming at improving access to capital for innovative companies. Bank Pekao S.A. as the first bank in Poland signed the agreement with EIF will introduce the RSI program. The RSI program enables the clients in the segment of small and micro enterprises and mid-sized companies hiring up to 500 employees to obtain guarantees as a collateral of investment and operating non-revolving loans granted by the Bank. In the first half of 2013, the Bank strengthened its position in the area of financing of telecommunications and energy sectors in Poland. The Bank s credit exposure in telecommunications sector exceeded PLN 1.5 billion and in energy sector increased by more than PLN 0.5 billion in comparison to the end of In addition, the Bank focused the activities on supporting clients with financial advisory and obtaining new transactions while maintaining the high quality of loan portfolio. Bank Pekao S.A. 19

20 The Bank consequently strengthens its leading position in public sector financing, participating in the current and direct financing of the local governments in Poland as well as in structuring of infrastructure projects in this sector. The Bank won tenders for current financing of another Polish metropolis and three voivodeships. Currently, Bank Pekao S.A. provide budgets servicing every second Polish metropolis and every third voivodeship in Poland. Moreover, the Bank completed transactions of financing transport and sport infrastructure for the total amount of over PLN 300 billion. In the area of organization and servicing of commercial debt securities issuance, as at June 30, 2013, Bank Pekao S.A. took the first place with market share of more than 24% (based on the Rating & Market Bulletin published by Fitch Poland). For the first half of 2013, the market position of the Bank in each category was as follows: 1 st place on corporate bonds market and corporate revenue bonds market (with maturities over 365 days) with a share of 30%, 2 nd place in the segment of short-term debt securities with nearly 25% market share, 2 nd place in the area of mortgage bonds with more than 28% market share, 2 nd place on municipal bonds market (with maturities over 365 days) with share nearly 26%. In the area of commercial debt, the Bank participated inter alia in the following transactions: the issue of 7-year bonds for the amount of ca. PLN 1 billion conducted for a company in the TV cable sector, the issue of 5-year bonds for the amount of PLN 1 billion conducted for a company in the energy sector, the issue of 10- and 15-year bonds for the total amount of PLN 220 million for the local government entity. Moreover, the Bank signed two agreements for the amount of ca. PLN 308 million and PLN 100 million for local government entities and agreement for the amount of ca. PLN 133 million for company which is subsidiary of local government entity. In addition, the Bank as a global coordinator, signed an agreement on bonds issue program for the amount of PLN 1 billion for a company in fuel sector. Within the framework of this program, in the second quarter of 2013, Bank Pekao S.A. with UniCredit CAIB Poland S.A. and companies of Bank Pekao S.A. Group conducted two public issues of 4-year bonds for the total amount of PLN 400 million addressed to individual customers. It is the largest corporate bonds issue targeted to individual customers in Poland. Bank Pekao S.A. 20

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