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Integrated report 2018

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5.4 Consolidation principles

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These consolidated financial statements for the financial year ended on 31 December 2018 include financial data of the parent company and all its subsidiaries after elimination of intra-group transactions.

A subsidiary is an entity that is controlled by another entity. That means that the latter simultaneously has: power over the investee, exposure or rights to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the investor's returns.

Consolidation involves the combination of similar items of assets, liabilities, equity, revenue, costs and cash flows of a parent company and its subsidiaries and then elimination of the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Also, assets and liabilities, revenue, costs and cash flows relating to intra-group transactions between PZU Group entities are eliminated in full.

The financial statements of the subsidiaries are prepared for the same reporting period as the financial statements of the parent company.

Subsidiaries are consolidated from the date of obtaining control until the date cessation of control.

The rules applicable to translation of assets, liabilities and comprehensive income of foreign subsidiaries denominated in foreign currencies are presented in section 5.5.

5.4.1. Judgments in exercising control

In order to determine whether PZU Group has rights that are sufficient to give it power, that is practical ability to direct the relevant activities unilaterally, the PZU Group analyzes among others:

how many votes it holds at the shareholder meeting and whether it holds more votes than other investors (including potential voting rights and rights resulting from other contractual arrangements);

how many entities would have to act together in order to outvote the PZU Group;
distribution of votes at previous shareholder meetings;
if the key personnel of the entity or members of the investee’s governing body are related parties of the PZU Group;
capacity to appoint members of management and supervisory bodies of the entity;
commitments, if any, to ensure that an investee continues to operate as designed;
capacity to obligate the entity to perform or prevent it from performing significant transactions;
other prerequisites.

The analysis of prerequisites for exercising control over Pekao and Alior Bank as at 31 December 2018 is presented in the table below.

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<!DOCTYPE html>										<html>											<head>												<meta charset="utf-8" />												<title>Table</title>												<style>												table {border-collapse: collapse;}												th, td {text-align: right; padding: 5px;}												.sx-column {text-align: left;}												.center {text-align: center;}												.total {background: #00a8e4;}												</style>											</head>											<body>												<table>
<thead>
<tr class="even">
<td><strong>Criterion</strong></td>
<td><strong>Pekao</strong></td>
<td><strong>Alior Bank</strong></td>
</tr>
</thead>
<tbody>
<tr class="odd">
<td>Share in votes at the shareholder meeting</td>
<td>20.03%</td>
<td>31.93%</td>
</tr>
<tr class="even">
<td>Other shareholders</td>
<td>Only two shareholders hold a stake of more than 5%. The remaining shareholders are dispersed and a significant number of entities would have to take concerted action to outvote PZU at the shareholder meeting.</td>
<td>Only three shareholders hold stakes between 5% and 8%. The remaining shareholders are dispersed and a significant number of entities would have to take concerted action to outvote PZU at the shareholder meeting.</td>
</tr>
<tr class="odd">
<td>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Shareholder agreements</td>
<td>On 23 January 2017, PZU and PFR (holding 12.8% of Pekao’s share capital) signed a Shareholder Agreement to build Pekao’s long-term value, implement a policy aimed at ensuring Pekao’s development, financial stability and effective and prudent management. It defines the rules of cooperation between PZU and PFR, in particular pertaining to joint exercise of voting rights from the shares held and the implementation of a common long-term policy for Pekao’s business. The Shareholder Agreement provides for the possibility of having real influence on Pekao’s operating policies. &nbsp; The Management Board of PZU does not have any information about any agreements that may have been concluded between Pekao’s other shareholders.</td>
<td>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The Management Board of PZU does not have any information about any agreements that may have been concluded between Alior Bank’s other shareholders.</td>
</tr>
<tr class="even">
<td>Potential voting rights</td>
<td>No potential voting rights have been identified.</td>
<td>No potential voting rights have been identified.</td>
</tr>
<tr class="odd">
<td>Capacity to adopt resolutions in line with PZU’s intentions</td>
<td>The analysis of attendance at past shareholder meetings does not provide clear grounds for denying control.</td>
<td>During all the shareholder meetings that were held after control was obtained by PZU, all the resolutions were adopted in line with PZU’s intentions.</td>
</tr>
<tr class="even">
<td>PZU representatives in governing bodies</td>
<td>The key management personnel and the Supervisory Board members include persons that earlier fulfilled or are fulfilling key management functions at PZU.</td>
<td>The key management personnel and the Supervisory Board members include persons that earlier fulfilled or are fulfilling key management functions at PZU.</td>
</tr>
<tr class="odd">
<td>Investor commitments and exposure to variability of returns</td>
<td>In connection with <a class="lexicon-term" href="../lexicon/2/letter_b.html#bancassurance" title="distribution of insurance company products by the bank">bancassurance</a>, <a class="lexicon-term" href="../lexicon/2/letter_a.html#assurbanking" title="distribution of banking products by insurance companies">assurbanking</a> activities, joint initiatives in the cost areas, including IT and real property, between PZU and Pekao, PZU has access to financial results, activities and operations that are not available to other shareholders of Pekao.</td>
<td>The PZU Group has undertaken investor commitments towards Alior Bank and conducts operations together with Alior Bank. This which means that it has greater exposure to the variability of Alior Bank’s financial results than it is implied by the stake it holds in Alior Bank’s equity.</td>
</tr>
</tbody>
</table>											</body>										</html>

Criterion	Pekao	Alior Bank
Share in votes at the shareholder meeting	20.03%	31.93%
Other shareholders	Only two shareholders hold a stake of more than 5%. The remaining shareholders are dispersed and a significant number of entities would have to take concerted action to outvote PZU at the shareholder meeting.	Only three shareholders hold stakes between 5% and 8%. The remaining shareholders are dispersed and a significant number of entities would have to take concerted action to outvote PZU at the shareholder meeting.
Shareholder agreements	On 23 January 2017, PZU and PFR (holding 12.8% of Pekao’s share capital) signed a Shareholder Agreement to build Pekao’s long-term value, implement a policy aimed at ensuring Pekao’s development, financial stability and effective and prudent management. It defines the rules of cooperation between PZU and PFR, in particular pertaining to joint exercise of voting rights from the shares held and the implementation of a common long-term policy for Pekao’s business. The Shareholder Agreement provides for the possibility of having real influence on Pekao’s operating policies. The Management Board of PZU does not have any information about any agreements that may have been concluded between Pekao’s other shareholders.	The Management Board of PZU does not have any information about any agreements that may have been concluded between Alior Bank’s other shareholders.
Potential voting rights	No potential voting rights have been identified.	No potential voting rights have been identified.
Capacity to adopt resolutions in line with PZU’s intentions	The analysis of attendance at past shareholder meetings does not provide clear grounds for denying control.	During all the shareholder meetings that were held after control was obtained by PZU, all the resolutions were adopted in line with PZU’s intentions.
PZU representatives in governing bodies	The key management personnel and the Supervisory Board members include persons that earlier fulfilled or are fulfilling key management functions at PZU.	The key management personnel and the Supervisory Board members include persons that earlier fulfilled or are fulfilling key management functions at PZU.
Investor commitments and exposure to variability of returns	In connection with bancassurance, assurbanking activities, joint initiatives in the cost areas, including IT and real property, between PZU and Pekao, PZU has access to financial results, activities and operations that are not available to other shareholders of Pekao.	The PZU Group has undertaken investor commitments towards Alior Bank and conducts operations together with Alior Bank. This which means that it has greater exposure to the variability of Alior Bank’s financial results than it is implied by the stake it holds in Alior Bank’s equity.

In the light of the above prerequisites, it has been determined that the PZU Group exercises control both over Pekao (since 7 June 2017) and over Alior Bank (since 18 December 2015) and over their subsidiaries and therefore they were consolidated.

5.4.2. Rules of consolidation of mutual funds

The PZU Group has assumed that it exercises control over a mutual fund if the following conditions are jointly met:

PZU Group companies jointly have the capacity to exercise their authority over the fund to influence the value of the return on investment, with the prerequisites for this capacity being, among others, control exercised over the mutual fund company and a significant share in the total number of votes at the meeting of investors or board of investors;
the total exposure of PZU Group companies to variable returns from their involvement in a mutual fund is significant, which means that the total share of PZU Group companies in the fund’s net assets equals or exceeds 20% (whereas the fund’s assets that are net assets of unit-linked contracts are not used to determine this total share). If the involvement is less than 20% of the fund’s net assets then the exposure to fluctuations in the fund’s financial results, considered together with decision-making powers, imply that such a fund is not controlled by the Group.

PZU Group accepts that a fund will remain consolidated (or unconsolidated, as the case may be) for a period of two quarters following a quarter that closed for the first time with a decline (or increase, as the case may be) of the share in the fund’s net assets below 20% (or above 20%, as the case may be) if this decline (or increase, as the case may be) resulted from deposits (or withdrawals, as the case may be) made by participants from outside the PZU Group.

The mutual funds controlled by the PZU Group are consolidated. Their assets are presented in their full amount in the statement of financial position as financial assets by type and classified to the relevant portfolios, while the liability related to the fund’s net assets owned by third-party investors is recognized in “Financial liabilities”. If control over a mutual fund is lost then its consolidation ceases and the fund’s assets and liabilities, as well as liabilities to its participants, if any, are excluded from the consolidated statement of financial position. Instead, the participation units or the investment certificates corresponding to the fair value of shares held by PZU Group companies in the fund’s net assets are presented.

5.3 Explanation of differences between the 2017 annual consolidated financial statements and these consolidated financial statements

5.5 Measurement of transactions and balances denominated in foreign currencies and FX rates used

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