42.1. Joint ventures

The Bank holds shares entitling to 34% votes at the General Meeting of Shareholders, and the second is a shareholder of EVO International Payments Acquisition GmbH in Germany.

According to the agreement signed by the partners, regulating the principles of cooperation, decisions regarding the significant activities of the company require consent of both shareholders.

Both Shareholders have the right to appoint their representatives in the Supervisory Board: in the case of the Supervisory Board consisting of 5 members, PKO Bank Polski S.A. has the right to appoint 2 members (in the case of 7 members, PKO appoints 3 members). The Bank has two representatives on the Supervisory Board consisting of 7 people and indicates the independent member. Decisions reserved to the competence of the Supervisory Board regarding significant activities require the consent of at least one representative of PKO Bank Polski S.A. and one representative of the other shareholder.

The Bank holds shares in the Company which carry 50% of votes at the Shareholders’ Meeting, with Polski Fundusz Rozwoju S.A. being the other shareholder.
In accordance with the Company’s Articles of Association:

• each of the shareholders is personally entitled to appoint and dismiss members of the Management Board and the Supervisory Board, with the Bank and PFR having the right to appoint an equal number of members of each of the said bodies;
• additionally, the Bank has the exclusive right to appoint the President of the Management Board and PFR has the exclusive right to appoint the Chair of the Supervisory Board;
• all key decisions relating to the Company’s operations must be taken by a unanimous resolution of the Supervisory Board or by a unanimous resolution of the Shareholders’ Meeting.

PKO VC – fizan (a subsidiary of PKO Bank Polski S.A.) holds the company’s shares carrying 35.06% of votes at the Shareholders’ Meeting, and the other majority shareholder of the company is Michał Pilch 59.740%.

Pursuant to the Articles of Association, decisions regarding the significant activities of the Company (i.e. activities that have a significant impact on the amount of returns generated by the Company, where returns are understood as e.g. dividends, increasing or decreasing the share capital of the Company, passing or returning additional payments, the value of the Company’s shares in the balance sheet of the shareholder) were reserved to the competence of the General Shareholders’ Meeting and require the consent of both shareholders.

A summary of the financial data separately for each joint venture of the Group is presented below. The amounts presented are derived from the financial statements of the individual entities prepared in accordance with the IFRSs or the Polish Accounting Standards (PAS). In the case of companies which have subsidiaries, the presented data is derived from the consolidated financial statements of these companies. The data for 2022 is derived from audited financial statements.

The Group did not recognize any additional impairment losses on goodwill and investments in joint ventures in 2023 and 2022.