Nordea Bank Polska Annual Report 2011
Transcription
Nordea Bank Polska Annual Report 2011
Nordea Bank Polska S.A. Annual Report 2011 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. Selected figures Statement of Comprehensive Income 1 2 3 4 5 Interest income Commission income Profit before income tax Profit for the period Decrease in cash and cash equivalents 6 Earnings per share (PLN/EUR) PLN thousand period period 01/01/2011 - 01/01/2010 31/12/2011 31/12/2010 1 047 227 761 828 143 750 128 237 381 972 326 910 296 663 259 337 3 194 288 5,35 700 273 5,21 EUR thousand period period 01/01/2011 31/12/2011 252 947 34 721 92 262 71 656 01/01/2010 31/12/2010 190 248 32 024 81 638 64 763 771 549 1,29 174 876 1,30 The following exchange rates were applied in order to convert financial figures in the profit and loss account into EUR: For figures relating to the period from 01/01/2011 to 31/12/2011: 4.1401, i.e. the exchange rate calculated as the average of the rates quoted by the National Bank of Poland (NBP), prevailing on the last day of each month in that period. For figures relating to the period from 01/01/2010 to 31/12/2010: 4.0044, i.e. the exchange rate calculated as the average of the rates quoted by the NBP, prevailing on the last day of each month in that period. Statement of Financial Position 1 2 3 4 5 6 7 8 9 10 Loans and advances to banks Loans and advances to customers Total assets Deposits from banks Deposits from customers Total liabilities Total equity Number of shares Book value per share (PLN /EUR) Capital adequacy ratio PLN thousand Period Period 31/12/2011 31/12/2010 283 229 27 584 938 35 325 117 18 834 996 13 291 863 33 176 671 2 148 446 55 498 700 38,71 9,55 839 607 20 718 093 24 832 366 12 566 105 9 460 672 22 981 001 1 851 365 55 498 700 33,36 10,85 EUR thousand Period Period 31/12/2011 31/12/2010 64 125 6 245 458 7 997 898 4 264 399 3 009 388 7 511 472 486 426 55 498 700 8,76 - 212 006 5 231 445 6 270 324 3 173 018 2 388 878 5 802 843 467 481 55 498 700 8,42 - For conversion of items of the statement of financial position into EUR, the Bank used the NBP‟s exchange rate of 4.4168 quoted on 31/12/2011 and the NBP‟s rate of 3.9603 quoted on 31/12/2010 . 2 Nordea Bank Polska S.A. Annual Financial Statements 2011 Nordea Bank Polska S.A. Annual Financial Statements 2011 3 Nordea Bank Polska S.A. Annual Financial Statements 2011 Nordea Bank Polska S.A. Annual Financial Statements Table of Contents Title Page Statement of Comprehensive Income ................................................................................ 6 Statement of Financial Position ......................................................................................... 7 Statements of Changes in Equity ....................................................................................... 8 Statement of Cash Flows .................................................................................................... 9 NOTES TO THE FINANCIAL STATEMENTS ..................................................................... 10 1. General information about the Issuer .......................................................................... 10 2. Significant Accounting Policies ................................................................................... 10 3. Important accounting estimates and judgements....................................................... 21 4. Segment Reporting ....................................................................................................... 23 5. Management of financial risks...................................................................................... 26 6. Net interest income ....................................................................................................... 41 7. Net commission income ............................................................................................... 42 8. Instruments at fair value through profit or loss and revaluation ............................... 42 9. Other operating income ................................................................................................ 43 10. Administrative expenses ............................................................................................ 43 11. Depreciation and amortisation ................................................................................... 44 12. Impairment on loans and advances ........................................................................... 45 13. Income tax ................................................................................................................... 45 14. Earnings per share ...................................................................................................... 46 15. Cash and balances with central bank ........................................................................ 47 16. Loans and advances to banks .................................................................................... 47 17. Loans and advances to customers ............................................................................ 48 18. Financial assets designated at initial recognition as at fair value through profit or loss ..................................................................................................................................... 49 19. Financial assets and financial liabilities held for trading ......................................... 50 20. Intangible assets ......................................................................................................... 51 21. Property, plant and equipment ................................................................................... 54 22. Deferred tax assets and liabilities .............................................................................. 56 23. Other assets................................................................................................................. 57 24. Deposits from banks ................................................................................................... 58 25. Deposits from customers ........................................................................................... 59 26. Debt securities issued ................................................................................................ 59 27. Other liabilities ............................................................................................................ 60 28. Provisions .................................................................................................................... 60 4 Nordea Bank Polska S.A. Annual Financial Statements 2011 29. Subordinated liabilities ............................................................................................... 61 30. Equity ........................................................................................................................... 62 31. Classification of financial instruments ...................................................................... 64 32. Management of equity ................................................................................................. 68 33. Fair Value ..................................................................................................................... 69 34. Contingent Liabilities .................................................................................................. 71 35. Assets pledged for collateral ...................................................................................... 72 36. Operating lease ........................................................................................................... 73 37. Statement of cash flows – supplementary information ............................................ 74 38. Related parties............................................................................................................. 75 39. Share-based payment programme ............................................................................. 79 40. Events after the reporting period ............................................................................... 85 5 Nordea Bank Polska S.A. Annual Financial Statements 2011 Statement of Comprehensive Income PLN thousand Note 01/01/2011 01/01/2010 31/12/2011 31/12/2010 OPERATING INCOME Interest income 6 1 047 227 761 828 Interest expenses 6 (403 841) (299 918) Net interest income 6 643 386 461 910 Commission income 7 143 750 128 237 Commission expenses 7 (35 884) (37 225) Net commission income Instruments at fair value through profit or loss and revaluation 7 107 866 91 012 8 203 482 201 625 Other operating income 9 29 450 34 164 Total operating income 984 184 788 711 OPERATING EXPENSES Administrative expenses (494 773) (403 172) - staff costs (227 258) (188 581) - other administrative expenses (267 515) (214 591) (46 224) (37 999) 540 997 441 171 (56 272) (4 943) (20 630) - 381 972 326 910 (85 309) (67 573) Profit for the period 296 663 259 337 Total earnings for the period 296 663 259 337 Depreciation 10 11;20;21 Total operating expenses Impairment on loans and advances 12 Impairment of property, plant and equipment Profit before income tax Income tax Earnings per share Diluted earnings per share 13 01/01/2011 01/01/2010 31/12/2011 31/12/2010 14 5.35 5.21 14 5.35 5.21 Diluted earnings are equal ordinary earnings per share because there are no factors causing dilution. The notes presented on pages 10-86 are an integral part of the financial statements. 6 Nordea Bank Polska S.A. Annual Financial Statements 2011 Statement of Financial Position PLN thousand ASSETS Cash and balances with central bank Loans and advances to banks Loans and advances to customers Note 15 16 17 Financial assets at fair value through profit or loss Financial assets held for trading Financial assets designated at initial recognition as at fair value through profit or loss Intangible assets Property, plant and equipment Deferred tax assets, net Other assets including current tax TOTAL ASSETS 19 18 20 21 22 23 LIABILITIES Deposits from banks Deposits from customers Debt securities issued Financial liabilities at fair value through profit or loss Financial liabilities held for trading Other liabilities including current tax Subordinated liabilities Reserves TOTAL LIABILITIES Share capital Other reserve capital Profit for the year TOTAL SHAREHOLDERS‟ EQUITY TOTAL LIABILITIES AND EQUITY 31/12/2011 1 021 025 283 229 27 584 938 757 511 839 607 20 718 093 6 102 972 2 240 282 123 024 16 311 5 979 948 48 071 177 461 60 710 46 711 35 325 117 2 223 971 44 689 158 217 43 763 30 204 3 204 24 832 366 31/12/2011 24 25 26 19 27 29 28 30 31/12/2010 18 834 996 13 291 863 248 098 36 452 36 452 228 254 4 049 536 629 379 33 176 671 277 494 1 573 832 297 120 2 148 446 35 325 117 31/12/2010 12 566 105 9 460 672 325 139 19 587 19 587 141 811 467 314 373 22 981 001 277 494 1 314 534 259 337 1 851 365 24 832 366 The notes presented on pages 10-86 are an integral part of the financial statements. 7 Nordea Bank Polska S.A. Annual Financial Statements 2011 Statements of Changes in Equity Core capital Share capital 1 January 2011 Total comprehensive income for the period 277 494 847 936 Gener al risk fund 300 - - (300) (157) 457 296 663 - 296 633 - - - - 418 - - 418 277 494 847 936 - 259 337 725 896 457 (259 337) 296 663 2 148 446 Bank‟s equity Share-based payment Profit appropriation 31 December 2011 Reserve capital Other capital PLN thousand Retained earnings and profit for the period Total Retained Profit for earnings the period 259 337 1 851 365 466 298 PLN thousand Retained earnings and profit for the period Total Profit for the period Core capital Name 1 January 2010 Total comprehensive income for the period Capital increase Share-based payment Profit appropriation 31 December 2010 Share capital Reserve capital 227 594 511 860 General Risk Fund 300 49 900 336 076 277 494 847 936 Other capital 320 541 145 193 1 205 488 - - 259 337 - 259 337 385 976 300 564 145 193 466 298 (145 193) 259 337 564 1 851 365 The notes presented on pages 10-86 constitute an integral part of the financial statements. 8 Nordea Bank Polska S.A. Annual Financial Statements 2011 Statement of Cash Flows PLN thousand Nota Operating activities Profit for the period Adjustment for the reconciliation of the net profit against net cash from operating activities Interest paid and received Income tax Effect of exchange differences on operating activities Depreciation 01/01/2011 31/12/2011 01/01/2010 31/12/2010 296 663 259 337 (40 712) 12 194 (100 158) (54 382) (8 022) (85 519) 1 028 46 224 1 160 37 999 (6 863 011) (30 347) (6 818 363) (106 713) (3 566 303) (19 258) (3 694 156) 18 349 92 412 9 550 774 5 630 015 128 762 5 039 514 4 815 056 3 815 727 105 032 207 964 16 494 Cash flow in operating activities Investing activities Acquisition of non-current assets Acquisition of intangible assets Change in other financial assets 2 943 713 1 678 173 (90 993) (5 890) (268 851) (25 604) (4 539) (57 192) Cash flow in investing activities Financing activities Proceeds from issue of shares Issue of debt securities Redemption of debt securities Repayment of long-term bank loans Other, including loans received (365 734) (87 335) 639 642 (730 000) 706 666 385 976 325 139 (1 638 410) 36 737 Cash flow in financing activities Decrease in cash and cash equivalents Opening balance of cash and cash equivalents Closing balance of cash and cash equivalents Balance sheet change in cash and cash equivalents 616 308 3 194 288 2 746 310 5 940 598 (890 558) 700 273 2 046 037 2 746 310 3 194 288 700 273 407 935 888 972 295 365 644 497 Changes in operating assets Change in loans to financial institutions Change in advances (lending activity) Change in derivative instruments Change in other assets except financial instruments Changes in operating liabilities Change in deposits by financial institutions Change in deposits and advances by other institutions Change in other liabilities Interest paid Interest received 37 37 The notes presented on pages 10-86 constitute an integral part of the financial statements. 9 Nordea Bank Polska S.A. Annual Financial Statements 2011 NOTES TO THE FINANCIAL STATEMENTS 1. General information about the Issuer Information about Nordea Bank Polska S.A. Nordea Bank Polska S.A. is a bank with the registered seat in Poland: 81-303 Gdynia , 2, Kielecka Street, Tax Identification Number (NIP) 586-000-78-20, REGON 190024711, registered by the District Court in Gdańsk-North in Gdańsk, 8th Commercial Division of the National Court Register under number KRS: 0000021828. The Bank provides a wide range of universal banking services to retail and institutional customers in accordance with the scope of services listed in its Statutes. The Bank's shares are listed on the Warsaw Stock Exchange. 2. Significant Accounting Policies Statement of compliance The annual separate financial statements of Nordea Bank Polska S.A. for the period ended on 31 December 2011 have been drawn up in accordance with the International Financial Reporting Standards adopted by the European Union, and other applicable regulations. The financial statements have been approved by the Management Board for publication on 8 February 2012. The financial statements will be finally approved by the General Meeting of the Shareholders. An earlier application of standards that are not yet mandatory as well as amendments to the existing standards and interpretations issued by the International Financial Reporting Standards Interpretation Committee (IFRSIC). The Bank has not followed any standards that are not mandatory yet. The following is a list of standards and interpretations approved by the EU which have not come into effect yet as well as standards and interpretations pending approval by the EU, including amendments to such standards and interpretations as well as an assessment of the impact, if any, of such standards and interpretations on the financial statements of Nordea Bank Polska S.A. Amendments to IFRS 7 – Financial Instruments: Disclosure. Offsetting of financial assets and financial liabilities. The amendments to the Standard taking effect on 1 January 2013 will not affect the financial statements because the Bank does not doe offsetting in regard to its financial assets and liabilities not has it entered into any master agreement in regard to offsetting. 10 Nordea Bank Polska S.A. Annual Financial Statements 2011 IFRS 9 Financial Instruments. It is expected that upon initial application, the new standard will affect financial statements due to its retroactive application. However, the Bank will not be able to assets the impact on its financial statements until it applies it for the first time. IFRS 10 Consolidates Financial Statements will take effect as of 1 January 2013. The Bank will not be able to assets the impact on its financial statements until it applies it for the first time. New standard IFRS 11 Joint Arrangements, which will take effect as of 1 January 2013, regulates the settlement of joint arrangements, classifying them as either joint operations or joint ventures. The standard will not affect the financial statements. New standard IFRS 12 Disclosure of Interests in Other Entities – which will come into effect as of 1 January 2013, regulates disclosures of the Bank‟s interests in subsidiaries, affiliates, joint ventures or unconsolidated structured entities. The new regulation should not have an effect on the financial statements. IFRS 13 Fair Value Measurement, effective as of 1 January 2013. The Bank does not expect the standard to have any material impact on the financial statements. Amendments to IAS 1 Presentation of Financial Statements. Presentation of Other Comprehensive Income, will take effect as of 1 July 2012 and they will not affect the Bank‟s financial statements as the Bank does not have any other comprehensive income. Amendments to IAS 12 Taxes – Deferred Income Tax: Future Realization of an Asset effective as of 1 January 2012 do not apply to the financial statements of the Bank because it does not have any investment property measured at fair value on accordance with IAS 40. Amendments to IAS 19 Employee Benefits effective as of 1 January 2013 will not have any material effect on the financial statements of the Bank. Amendments to IAS 27 Consolidated and Separate Financial Statements effective as of 1 January 2013 will not have any effect on the financial statements of the Bank as they will not result in any changes in the Bank‟s accounting policy. Amendments to IAS 28 Investments in Associates and Joint Ventures, effective as of 1 January 2013 will not have any material effect on the financial statements of the Bank, because the Bank does not have any investments in subsidiaries or any joint ventures which said amendments would apply to. Amendments to IAS 32 – Financial Instruments: Presentation. - Offsetting of financial assets and financial liabilities. will take effect on 1 January 2014. They will not affect the financial statements because the Bank does not doe offsetting in regard to its financial assets and liabilities not has it entered into any master agreement in regard to offsetting. IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine, effective as of 1 January 2013. Owing to the nature of the Bank‟s business, the standard will not affect its financial statements. 11 Nordea Bank Polska S.A. Annual Financial Statements 2011 Comparability with previous periods In the annual report 2011, the Bank changed the presentation of cash in transit and cash in ATMs. The changes are as follows: the Statement of Financial Position in the comparable period (31/12/2010); the presentation of the following items has been changed accordingly: o „Cash and balances with central bank” (previously: PLN 628,834 thousand; now: PLN 757,511 thousand) o „Other assets” (was PLN 158,881 thousand; now: PLN 30,204 thousand) the Statement of Cash Flows in the comparable period (31/12/2010) the relevant items were changed. o „Changes in other assets except financial instruments” (previously: PLN 85,518 thousand; now: PLN 128,762 thousand) o „Decrease in cash and cash equivalents” (previously: PLN 619,030 thousand; now: PLN 700,273 thousand) o „Opening balance of cash and cash equivalents” (previously: PLN 1 998,603 thousand; now: PLN 2,046,037 thousand) o Closing balance of cash and cash equivalents” (previously: PLN 2,617,633 thousand; now: PLN 2,746,310 thousand) The basis of preparation of the financial statements These financial statements for the period from 1 January 2011 to 31 December 2011 contain comparable data for the period from 1 January 2010 to 31 December 2010. The financial statements are presented in the Polish zloty (PLN) and all the figures are rounded to the nearest thousand, unless expressly stated otherwise. The following accounting principles have been applied to all the reporting periods presented in these financial statements. These financial statements have been prepared using the fair value concept regarding financial assets and financial liabilities measured at fair value through profit or loss, including derivative instruments, as well as financial assets classified as available for sale, except such assets whose fair value cannot be reliably established. Other financial assets and financial liabilities (including loans and advances) are carried at amortised cost determined with the use of the effective interest rate, reduced by impairment allowances or at cost less any impairment allowances. Application of estimates The preparation of the financial statements in compliance with the IFRS requires that management make subjective judgements, estimates and assumptions influencing its accounting policies and the presentation of the assets and liabilities, as well as income and expenses. Such estimates and assumptions are based on available historical data and a number of other factors that are deemed to be reasonable under the circumstances, the results of which constitute the basis for estimating the carrying amounts of assets and liabilities that are not readily apparent from other sources. 12 Nordea Bank Polska S.A. Annual Financial Statements 2011 The estimates and the underlying assumptions are subject to review. Revisions to accounting estimates are recognised in the period when the estimate is revised, provided that such an estimation affects only that period, or in the period of the revision and in future periods if the revision affects both current and future periods. Transactions in foreign currencies Transactions in foreign currencies are translated at the average exchange rates quoted by the central bank at the transaction date. Monetary assets and liabilities resulting from such transactions, denominated in foreign currencies (stated at historical cost), are translated at the exchange rates effective at that date. Any exchange differences arising from translation are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies which are stated at historical cost are translated at the average exc hange rates quoted by the central bank at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies which are stated at fair value are translated into the presentation currency of the financial statements at the average exchange rates quoted by the central bank at the date when their fair value was determined. Financial assets and financial liabilities Classification The Bank classifies financial instruments into the following categories: - financial assets or financial liabilities at fair value through profit or loss, - loans and receivables, - other financial liabilities. The Bank does not classify financial assets into the categories of held-to-maturity or available-for-sale. (a) Financial assets or financial liabilities at fair value through profit or loss These are financial assets and liabilities meeting one of the following criteria: (1) They are classified as held-for-trading. Financial assets or financial liabilities are classified as heldfor-trading if they are acquired or incurred mainly for the purpose of being sold and repurchased in the short term; they are a part of the portfolio of certain financial instruments managed together and for which there is evidence of a recent actual pattern of short-term profit taking. Derivative instruments are also categorised as held-for-trading unless the derivative is a designated and effective hedging instrument. (2) Upon initial recognition they were designated by the Bank as measured at fair value through profit or loss. The Bank applies such a designation when one of the following conditions is met: - the designated financial asset or financial liability is a compound instrument containing one or more embedded derivative instruments eligible for separate recognition and the embedded derivative instrument considerably changes the cash flows originating from the underlying agreement or the separation of the derivative instrument is prohibited; - such a qualification of the asset or the liability eliminates or considerably reduces inconsistency in measurement or recognition (the so-called accounting mismatch due to the 13 Nordea Bank Polska S.A. Annual Financial Statements 2011 different method of measurement of assets or liabilities or different recognition of related profits or losses); - the group of financial assets or financial liabilities or of both of these categories is appropriately managed and their results are measured at fair value, in line with documented principles of risk management or the Bank‟s investment strategy. (b) Loans and receivables Loans and receivables are financial assets other than derivative instruments, whose terms of payment are defined or definable, which are not quoted in an active market, other than: - financial assets which the entity intends to sell immediately or in the near future, which it has qualified as held for trading and those that after initial recognition were designated by the entity as measured at fair value through profit or loss; - financial assets designated by the entity upon initial recognition as available for sale; or - financial assets the holder of which may not recover a substantially complete original investment for a reason other than deterioration in credit quality, which are qualified as available for sale. (c) Other financial liabilities Other financial liabilities are contractual obligations of the Bank to deliver cash or another financial asset to another entity, other than those that are held for trading or designated to be measured at fair value through profit or loss. This category includes deposits from other banks, deposits from customers and debt securities issued. Recognition The Bank recognises a financial asset or a financial liability when and only when it becomes a party to the agreement for the given instrument. The Bank recognises a regular way purchase or sale of a financial asset using settlement date accounting. Loans and receivables are recognised when cash is advanced to the borrowers. Derecognition A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire or when the Bank transfers the contractual rights to receive the cash flows from the transaction transferring a material part of the risk and rewards of ownership of the financial assets. The Bank derecognises a financial liability (or a part of it) when and only when the liability has expired, that is when the contractual obligation has been discharged, cancelled or when it has expired. Measurement Upon initial recognition, a financial asset or a financial liability is measured at fair value increased, in the case of a financial asset or financial liability not classified at fair value through profit or loss, by 14 Nordea Bank Polska S.A. Annual Financial Statements 2011 transaction costs if directly attributable to the acquisition or issue of the financial asset or financial liability. Subsequently, the Bank measures financial assets, including derivatives being assets, at fair value without any deduction for transaction costs to be borne on sale or other disposal, except for: - loans and receivables (loans and advances to banks and to customers, NBP bonds), which are measured at amortised cost using the effective interest rate method. After the initial recognition, financial liabilities are measured at amortised cost using the effective interest rate method except for financial liabilities measured at fair value through profit or loss (derivative financial instruments). The fair value of equity financial instruments in an active market is based on current bid prices. If there is no active market for a given instrument or for unlisted securities, the Bank establishes the fair value using valuation techniques, which include recent market transactions, an analysis of discounted cash flows, option pricing models and other valuation techniques commonly applied by marketplace participants. If it is impossible to obtain a reliable fair value measurement, unlisted financial instruments are recognised at cost and periodically tested for impairment. The fair value of debt instruments traded in active markets is measured on the basis of the current market prices for such instruments. The Bank measures the fair value of derivative financial instruments using valuation techniques. All the models are approved before use and adjusted in order to ensure that the results achieved reflect the actual data and comparable market prices. All the models use observable data only, taken from an active market. The Bank has the following derivative instruments: - forward FX transactions, currency swaps, interest rate swaps, cross-currency swaps and FRAs; such instruments are measured at fair value based on models that discount future cash flows. - currency options: option transactions are measured at fair value with the use of option measurement models. Gains and losses on subsequent measurement Gains and losses on a change in the fair value of a financial asset or financial liability eligible for being recognised at their fair value through profit or loss, not being a part of a hedging relationship, are recognized in profit or loss. Offsetting financial instruments A financial asset and a financial liability are offset and the net amount is presented in the balance sheet when and only when there is a legally enforceable legal right to set off the recognised amounts and when the settlement is to be carried out on a net basis or the asset is realised and the liability settled simultaneously. 15 Nordea Bank Polska S.A. Annual Financial Statements 2011 Hedge accounting The Bank does not apply hedge accounting. Impairment of financial assets Financial assets measured at amortised cost At the end of each reporting period, the Bank assesses whether there is any objective evidence of impairment of any financial asset (or a group of financial assets). What may serve as objective evidence of impairment of a financial asset or a group of financial assets is a single event or a cumulative effect of several events. Evidence of impairment may include: - significant financial difficulties of the issuer or obligor, - a breach of contract such as a default or delinquency in payment of interest or the principal amount, - a concession made by the Bank to the borrower which the Bank would not otherwise have considered if it hadn‟t been for the Borrower‟s financial or legal difficulties; - probable bankruptcy or other financial reorganisation of the obligor caused by its difficult situation; - the disappearance of an active market for a given financial asset caused by financial difficulties, or - observable data indicating that there has been a measurable decrease in the estimated future cash flows related to a group of financial assets since their original recognition even though such a decrease cannot yet be attributed to any specific financial assets in the group, including: - adverse changes in the payment status of the debtors (e.g. increasing number of delayed payments), or - adverse changes in the domestic or local market that are correlated with (may contribute to) the impairment of assets coming within such a group (e.g. an increase in the unemployment rate, adverse economic or legal changes in a given sector of economy). The above list presents examples and does not exhaust all possible situations that may be considered as sufficient evidence of impairment. The Bank tests all its credit exposures for impairment. Exposures for which evidence of impairment has been found are subject to impairment testing on an individual basis. This process makes it possible to classify all the Bank‟s customers into the proper risk categories and to determine whether a loss has been incurred (a given exposure has become impaired). Exposures where no evidence of impairment has been found are subject to tests for incurred but not reported impairment losses (“IBNR”). The purpose of portfolio IBNR tests is to estimate the losses that have already been incurred (and which have affected future cash flows that were to be settled in accordance with the agreement), but are still unidentifiable under individual impairment tests. To carry out portfolio tests, credit exposures are grouped in such a manner as to maintain an approximate specification of credit risk of individual 16 Nordea Bank Polska S.A. Annual Financial Statements 2011 sub-portfolios. The basic factors taken into account are: customer type, product type and sector and delinquency in payment. The Bank excludes from portfolio testing the customers‟ exposures in whose case objective evidence of impairment has been found. The results of historical data analyses serving as the basis for provisioning are further adjusted to take account of the impact of current factors which did not exist in the past, and to eliminate the impact of the factors that existed in the past and do not exist now. If there is objective evidence of impairment of a credit exposure, the amount of the impairment loss is calculated as the difference between the carrying amount of the asset and the present value of estimated future cash flows. The time factor (a loss in the value of money over time) is taken into account in the process of calculation of estimated future cash flows both when additional payments are expected and when certain effects of debt collection (enforcement of collateral) are assumed. When valuating the collateral held, the Bank takes into account the price that can be obtained in a forced sale. Such a price is further reduced by expected costs of enforcement, sales, storage, etc. With regard to exposures towards business entities, to assess risks and carry out impairment tests, the Bank uses an internal rating system which in principle is supposed to reflect the probability of default. When the probability of recovery of loan receivables with recognised impairment does not increase and the recovery of the receivables is in practice impossible, the amount of a specific loan receivable is written off against the related impairment provision. Receivables that were previously written off and subsequently recovered decrease the impairment charge in the income statement. Provisions for off balance sheet liabilities such as: guarantees, LCs and unused credit lines are recognised in accordance with these principles. Property, plant and equipment Items of property, plant and equipment are initially measured at cost. After the initial recognition of items of property, plant and equipment as assets, the Bank carries them at cost less accumulated depreciation/amortisation and any accumulated impairment losses. Intangible assets Goodwill All business combinations are accounted for under the acquisition method. Goodwill is the difference between the acquisition price and the fair value of the acquired identifiable assets. Goodwill is allocated to cash generating units and it is not subject to depreciation but is tested for impairment on an annual basis. Licences and software Licences and software are initially measured at cost, and after the initial recognition as assets; the Bank carries them at cost less accumulated depreciation and any cumulative impairment losses. 17 Nordea Bank Polska S.A. Annual Financial Statements 2011 Subsequent expenses Regarding items of property, plant and equipment and intangible assets, the Bank recognises - in the carrying amount - the cost of replacing some of such items at the moment such a cost is incurred if the Bank is likely to obtain future economic benefits related to such items, and the cost to buy or manufacture of the asset may be reliably measured. Other costs are recognized in the profit and loss account when incurred. Depreciation and amortisation Depreciation and amortisation is charged to the profit and loss account according to the straight-line method over the economic useful life of a given item of property‟ plant and equipment or an intangible asset. Land is not subject to depreciation. The estimated economic useful lives are as follows: buildings and structures 10 - 40 years machinery and equipment 3 - 22 years fittings 5 - 10 years vehicles 5 years computer software 5 years licences 2 - 5 years The residual value and the useful life of an asset are subject to annual estimation. Other receivables Trade and other receivables are carried at cost less any impairment losses. Cash and cash equivalents For the purpose of the statement of cash flows, cash and cash equivalents comprise items maturing within three months of their acquisition date, including: cash and balances with the central bank of unlimited negotiability, Treasury bills and other eligible bills (i.a. money bills) and loans and advances to other banks, deposits from other banks and short-term securities of the State Treasury. Impairment of assets other than financial assets The carrying amounts of the Bank's assets other than deferred tax assets are reviewed as at the end of the reporting period to determine whether there is any indication of impairment. If so, the recoverable amount of the assets is estimated. For goodwill and intangible assets of an indefinite useful life and intangible assets not yet available for use, the recoverable amount is estimated at the end of each reporting period. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds the recoverable amount. Impairment losses are recognised in the profit and loss account. In the case of cash generating units, impairment losses first reduce the goodwill allocated to these units (group of units), and then proportionally reduce the carrying amount of other assets in the unit (group of units). 18 Nordea Bank Polska S.A. Annual Financial Statements 2011 Calculation of the recoverable amount The recoverable amount of other assets is the higher of an asset‟s net selling price and its value in use. To assess the value in use, estimated future cash flows are discounted to their present value at a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the asset. In the case of assets not generating independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the assets belong. Reversal of an impairment allowance An impairment allowance in respect of goodwill is not reversible. In the case of other assets, an impairment allowance is reversed if there has been a change in the estimates used to define their recoverable amount. An impairment allowance is reversed only to the extent that the assets' carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment allowance had been recognised. Lease agreements and lease payments The Bank is a party to operating lease arrangements where the leased assets are not recognised in the Bank‟s balance sheet. Payments made under operating leases are recognised on a straight-line basis as cost in the income statement over the term of the lease. Equity Share capital The share capital is shown at its nominal value consistent with the Bank‟s statues. Other capital Supplementary capital Supplementary capital is established from appropriation of profits or share premium from the issue of shares less direct costs of the issue. Reserve capital Reserve capital comprises the general banking risk fund and other reserves. Employee benefits Employee benefits may be short and long term. Short term employee benefits include salaries, bonuses, paid holidays, social insurance premiums and service anniversary awards. These benefits are measured on an undiscounted basis and are expensed as the related service is provided. Liabilities due to long-term employee benefits constitute the amount of future benefits which an employee will receive in consideration of the work provided during the current period and previous periods. Provisions Provisions are recognised in the balance sheet if the Bank has such a legal or constructive obligation as a result of past events, and if it is probable that an outflow of economic benefits will be required to settle such an obligation. If the effect is material, the amount of provisions is determined based on 19 Nordea Bank Polska S.A. Annual Financial Statements 2011 discounted expected cash flows at a before-tax rate which reflects the current market assessment regarding the time value of money and, if applicable, risks specific to the liability. Net interest income Interest income and expenses regarding all financial instruments are recognised in the income statement in amounts resulting from measurement at amortised cost using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument, or, where appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Bank estimates the cash flows, considering all the contractual terms of the financial instrument, however, it does not consider any future loan losses. The calculation includes all the fees and points paid or received between the parties and items constituting an integral part of the effective interest rate, as well as all other premiums and discounts. Fee and commission income and expenses Fee and commission income and expenses arise from the provision of financial services offered by the bank and include lending, fees for the Bank‟s undertaking to provide credit, card fees, cash management fees, fees for brokerage services, investment banking services, project finance services, financial transaction structuring services and asset management services. Fees and commission directly related to the creation of financial assets or liabilities (both income and expense) are recognised in the income statement as an adjustment in the calculation of the effective interest rate. Fees and commission received for the granting of renewable loans, credit lines, credit cards, guarantees and Letters of Credit are accounted for in the income statement using the straightline method during the period until maturity and are presented as commission income. Other fees and commission connected with the services offered by the Bank, such as cash management fees, fees for brokerage services, investment advice, financial planning, investment banking services and financial transaction structuring are recognised in the income statement when the service is performed. Gains (losses) on financial instruments at fair value and revaluation This category of result comprises: - gains and losses on the disposal of or a change in the fair value of assets and liabilities at fair value through profit or loss (including derivative financial instruments). Interest and amortisation of premiums from and discount of securities designated as at fair value are presented under net interest income. - gains and losses from the measurement of financial assets and liabilities denominated in foreign currencies (revaluation of the balance sheet position) as well as realized and unrealized gains and losses on foreign exchange transactions. 20 Nordea Bank Polska S.A. Annual Financial Statements 2011 Other income and expenses Other income and expenses comprise any profit or loss made by the Bank on its activities not related directly to the financial activity. These include income and expenses on the sale of non-current assets, salary costs, and administrative expenses. Income tax expense Income tax expense comprises current and deferred tax. Income tax expenses is recognised in the income statement. Current tax is the expected tax payable on the taxable income for the year at the tax rate effective as at the end of the reporting period, and any adjustments to the tax liabilities of previous years. Deferred tax assets and reserve are calculated using the balance sheet method by calculating temporary differences between the carrying amounts of assets and liabilities and their amounts used for taxation purposes. Deferred tax assets relating to all the negative temporary differences are recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be set off. The carrying amount of deferred tax assets is reviewed at each reporting date and is reduced to the extend that it is no longer probable that the related economic benefit will be realised. 3. Important accounting estimates and judgements The Bank makes estimates and judgements that have some impact on the value of the assets and liabilities to be recognised in the following period. Such estimates and judgements, reviewed on a regular basis, are based on past experience and other factors, including expectations as to future events that seem justified under the circumstances. Impairment of loans and advances At the end of each reporting period, Nordea Bank Polska S.A. assesses whether there is any objective evidence of impairment of any financial asset or a group of financial assets. Recognition of assets as impaired assets is not limited to situations where a loss can be deemed as irreversible. What may serve as objective evidence of impairment of a financial asset or a group of financial assets is a single event or a cumulative effect of several events. Nordea Bank Polska S.A. includes the following examples of events in the list of objective evidence of impairment: - significant financial difficulties of the issuer or obligor; - a breach of contract such as a default or delinquency in payment of interest or principal amount; - a concession made by Nordea Bank Polska to the borrower which the Bank would not otherwise have considered if it hadn‟t been for the Borrower‟s financial or legal difficulties; - probable bankruptcy or other financial reorganisation of the debtor caused by its difficult situation; - the disappearance of an active market for a given financial asset caused by financial difficulties; or - observable data indicating that there has been a measurable decrease in the estimated future cash flows related to a group of financial assets since their original recognition even though such a decrease cannot yet be attributed to any individual financial assets in the group, including: 21 Nordea Bank Polska S.A. Annual Financial Statements 2011 - adverse changes in the payment status of the debtors (e.g. increasing number of delayed payments); or - adverse changes in the domestic or local market that are correlated (may contribute to) with the impairment of assets coming within such a group (e.g. growth of an unemployment rate, unfavourable economic or legal changes in a given sector of economy). The above list presents examples and does not exhaust all possible situations that may be considered as sufficient evidence of impairment. Nordea Bank Polska tests all credit exposures for impairment on an individual basis. Exposures where no evidence of impairment has been found are subject to tests for incurred but not reported impairment losses (“IBNR”). The purpose of portfolio IBNR tests is to estimate the losses that have already been incurred (and which have affected future cash flows that were to be settled in accordance with the agreement), but are still unidentifiable under individual impairment tests. To carry out portfolio tests, credit exposures are grouped in such a manner as to maintain an approximate specification of credit risk of individual sub-portfolios. The basic factors taken into account are: customer type, product type and sector and delinquency in payment. The Bank excludes from portfolio testing the customers‟ exposures in whose case objective evidence of impairment has been found. The results of historical data analyses serving as the basis for provisioning are further adjusted to take account of the impact of current factors which did not exist in the past, and to eliminate the impact of the factors that existed in the past and do not exist now. If there is objective evidence of impairment of a credit exposure, the amount of the impairment loss is calculated as the difference between the carrying amount of the asset and the present value of estimated future cash flows. The time factor (the loss of the value of money over time) is taken into account in the process of calculation of estimated future cash flows both when additional payments are expected and when certain effects of debt collection (enforcement of collateral) are assumed. When valuating the collateral held, the Bank takes into account the price that can be obtained in a forced sale. Such a price is further reduced by expected costs of enforcement, sales, storage, etc. With regard to exposures towards business entities, to assess risks and carry out impairment tests, the Bank uses an internal rating system which in principle is supposed to reflect the probability of default. There is a number of financial instruments whose fair values cannot be obtained directly from quoted market prices or indirectly - using valuation techniques or models supported by observable market prices or rates. This is generally the case for investments in unlisted securities, private equity funds, hedge funds, and both more complex or less active markets supplying input to the technique or model for OTC derivatives, certain complex or structured financial instruments and illiquid bonds. 22 Nordea Bank Polska S.A. Annual Financial Statements 2011 4. Segment Reporting The operating activities of Nordea Bank Polska S.A. are divided into three basic segments: Retail Banking, Corporate Banking and Financial Segment. The Retail Banking segment comprises transactions (other than markets transactions) made at the Bank‟s branch network, the Internet Branch and the Call Centre as well as the bank outlets being part of the Retail Banking Centre – Main Branch. Retail services concern the following groups of customers: small businesses, sole proprietors and private customers. The Corporate Banking segment comprises transactions made with corporate customers (companies of high turnover), Nordic customers, municipalities, hospitals, as well as debt paper trading. It also offers markets products to customers (foreign exchange transactions). The Financial Segment comprises money market transactions, foreign exchange transactions, transactions in derivative instruments and debt securities performed on the interbank market. The banking income and expenses of a segment are income and expenses earned/incurred on sales to external customers, as well as internal settlements between the Bank's segments. External banking income and expenses were allocated to segments based on the allocation of groups of customers to specific segments (so called customer responsible units). The internal banking result is based on defined assumptions on internal transfer prices. Segment operating expenses are costs of operation of a given segment that may be directly assigned or allocated to the segment. Internal transfer prices used in sales transactions between the segments are based on market prices with appropriate mark-ups The Bank's assets and liabilities are allocated to segments based on the so called customer responsibility. The Corporate and Retail Divisions are assigned the customer deposits and loans for which they are respectively responsible. The assets and liabilities that are not allocated to the separate segments are accounted for under "unallocated assets" and "unallocated liabilities". Nordea Bank Polska S.A. operates exclusively in Poland. No material differences in the risk resulting from the geographical location of its outlets have been identified, therefore no geographical segment information is provided. 23 Nordea Bank Polska S.A. Annual Financial Statements 2011 The statement of financial position of Nordea Bank Polska S.A. (at 31/12/2011) PLN thousand ASSETS 31/12/2011 Total Corporate Segment Retail Segment Financial Segment 1. Segment‟s assets including non-current assets and intangible assets 2. Other assets (unallocated) 35 264 407 9 570 535 18 825 871 6 868 001 225 532 60 710 11 771 - 164 025 - 49 736 - TOTAL ASSETS 35 325 117 9 570 535 18 825 871 6 868 001 PLN thousand LIABILITIES 31/12/2011 Total Corporate Segment Retail Segment Financial Segment 1. Segment‟s liabilities 2. Equity 33 176 671 2 148 446 5 742 600 - 7 019 642 - 20 414 429 - TOTAL LIABILITIES AND EQUITY 35 325 117 5 742 600 7 019 642 20 414 429 The income statement of Nordea Bank Polska S.A. (01/01/2011-31/12/2011) PLN thousand Total segment’s income Segment‟s income (external) Segment‟s income (internal) Total segment’s costs Segment‟s costs (external) Segment‟s costs (internal) Depreciation Dividends received Change in impairment allowances for receivables Impairment allowances Impairment reversals Segment’s profit (loss) Other income (unallocated) Other costs (unallocated)) Profit before income tax Income tax Profit for the period Total 1 402 738 1 402 738 (953 199) (906 975) (46 224) - Corporate Segment 680 098 503 732 176 366 (460 643) (230 972) (224 351) (5 320) - (61 215) (68 443) 7 228 388 324 21 171 (27 523) 381 972 (85 309) 296 663 (4 254) (6 761) 2 507 215 201 - Retail Financial Exclusions Segment Segment 938 902 166 094 (382 356) 761 785 137 221 177 117 28 873 (382 356) (759 334) (115 578) 382 356 (594 252) (81 751) (124 930) (33 075) 382 356 (40 152) (752) (58 802) (61 682) 2 880 120 766 - 1 841 1 841 52 357 - - 24 Nordea Bank Polska S.A. Annual Financial Statements 2011 The statement of financial position of Nordea Bank Polska S.A. (at 31/12/2010) PLN thousand ASSETS 31/12/2010 Total Corporate Segment Retail Segment Financial Segment 1. Segment‟s assets including non-current assets and intangible assets 2. Other assets (unallocated) 24 788 603 7 403 871 13 872 622 3 512 110 202 906 43 763 17 574 - 138 322 - 47 010 - TOTAL ASSETS 24 832 366 7 403 871 13 872 622 3 512 110 PLN thousand LIABILITIES 31/12/2010 Total Corporate Segment Retail Segment Financial Segment 1. Segment‟s liabilities 2. Equity 22 981 001 1 851 365 3 791 756 - 5 299 834 - 13 889 411 - TOTAL LIABILITIES AND EQUITY 24 832 366 3 791 756 5 299 834 13 889 411 The income statement of Nordea Bank Polska S.A. (01/01/2010-31/12/2010) PLN thousand Total segment’s income Segment‟s income (external) Segment‟s income (internal) Total segment’s costs Segment‟s costs (external) Segment‟s costs (internal) Depreciation Dividends received Change in impairment allowances for receivables Impairment allowances Impairment reversals Segment’s profit (loss) Other income (unallocated) Other costs (unallocated)) Profit before income tax Income tax Segment’s profit (loss) Total 1 113 495 1 113 495 (756 953) (718 954) (37 999) - Corporate Segment 544 553 398 891 145 662 (342 237) (190 135) (146 735) (5 367) - Retail Segment 752 145 628 055 124 090 (614 778) (481 782) (101 073) (31 923) - (20 630) (26 284) 5 654 335 912 12 359 (21 361) 326 910 (67 573) 259 337 (11 107) (12 373) 1 266 191 209 - (9 894) (13 911) 4 017 127 473 - Financial Exclusions Segment 96 623 (279 826) 86 549 10 074 (279 826) (79 764) 279 826 (47 037) (32 018) 279 826 (709) 371 371 17 230 - - 25 Nordea Bank Polska S.A. Annual Financial Statements 2011 5. Management of financial risks The Bank is exposed to the following types of financial risk resulting from its operations: - credit risk (including counterparty credit risk) - market risk (including: interest rate risk, FX risk and equity price risk) - liquidity risk. The objective of risk management is to limit the potentiality of losses resulting from: - changes in the market situation (market risk), - counterparty's insolvency (credit risk) and to assure the adequate and safe structure of financing for the Bank (liquidity risk) and the size of equity adequate to the risk. The Bank is also exposed to operational risk that is exposure to losses resulting from inadequate internal processes or systems, human errors or external factors. The objective of the operational risk management is to minimise the likelihood of occurrence and/or reduce the consequence of occurrence of unexpected adverse events. Operational risk management is based on identification of operational risk, reporting on operational incidents and lessons learned, business continuity management and regular reporting to the Management Board and Supervisory Board. Credit risk Credit risk is the risk of default by the borrower or by another party to the transaction, as well as a situation where, in the event of default, the collateral and guarantees or other means of recovery of the receivable are insufficient to satisfy the Bank‟s claims. Credit risk includes also pre-settlement risk and settlement risk. When granting loans, the Bank follows the common credit policies and procedures established by the Nordea Group. The primary rules and the relevant decision-making authorities are described in the Bank's credit policy and strategy. Specific procedures relating to the granting of loans are presented in the Bank's internal instruction manuals. When assessing credit risk resulting from exposures to business entities, the Bank uses an internal rating model. Every customer with a significant credit exposure receives a solvency rating (financial rating) and a collateral rating, which represent a synthetic measure of the risk generated by the customer. An adequately high financial rating is a prerequisite for granting a loan. The internal financial rating allows the Bank to assign 18 grades to non-defaulted customers and 3 grades to defaulted customers. In addition, the „S‟ grade is used for non-defaulted customers from the public sector. A rating is composed of financial and quality factors. 26 Nordea Bank Polska S.A. Annual Financial Statements 2011 The collateral coverage ratio calculated in the rating sheet is used in the credit process in order to provide the decision-making authority with general information about the secured portion of the customer‟s exposure. The rating scale relating to collateral coverage is made up of five grades. The assessment of the credit ability of private individuals is based on the estimation of the borrower‟s net income surplus (NIS), the ratio of the amount of monthly loan liabilities and net income as well as the ratio of monthly financial liabilities (including loan liabilities) and net income. NIS is the average monthly net income less: 1/ house/apartment upkeep costs 2/ the costs of living of the members of the household 3/ encumbrances resulting from writs of enforcement, 4/ financial encumbrances The borrower is deemed creditworthy if his or her NIS is sufficient for them to handle loan repayments and the relationship between the amount of the monthly loan liabilities and their net income and between their monthly financial obligations and net income is below the maximum level set by the Bank. When making credit decisions, Nordea Bank Polska follows the principle of consensus. This means that to increase a credit commitment requires the consent of all the members of the decision-making authority. Every credit exposure is subject to periodic monitoring. The customer‟s ability to repay his or her liabilities, the current value of the collateral, the potential weaknesses in the customer‟s financial performance and deviations from the agreed terms are verified on a continuous basis. The periodical monitoring of credit customers in the Bank constitutes a form of individual testing aimed at the identification of customers that are in default or who are at risk of default. The Bank treats a customer as being in default (defaulted), if one of the following events has occurred: - the customer is meeting its obligations, but currently observable facts (for example: a considerable reduction in the business volume, the loss of principal markets, a sudden reduction of earning ability, an increase in the liabilities exceeding the value of the assets), suggest that there is little likelihood that within the next 12 months the customer will be able to service its debt properly (principal, interest, fees and commissions) and there is no way of preventing the loss of the customer‟s credit ability, - the customer is non-performing i.e. it is no longer able or willing to meet its financial obligations, for one or several of the following reasons: a/ there are economically significant delays in the repayment of the loans, exceeding 90 days, b/ the loan agreement has been terminated, and the loan has been called in, 27 Nordea Bank Polska S.A. Annual Financial Statements 2011 c/ the assessment of interest has been stopped due to the risk of default in repayment of the principal debt (non-interest accruing loans), d/ the principal debt, interest, fees or other ancillary charges have been forgiven (including their charging to the provision account) or another concession has been made in favour of the customer, in consequence of the customer‟s difficult financial situation, e/ the debt repayment has been suspended in connection with a composition agreement or another type of creditors‟ arrangement giving protection to the debtor. - the customer has filed for bankruptcy or a petition for announcing the customer‟s bankruptcy has been filed by another party. In the event of defaulted customers or (only in the case of business entities) at risk of default (categories “Risk-classified” and “Special mention”), the Bank tests each customer‟s exposure individually that is the Bank checks whether a loan loss has incurred. The impairment of a loan (and consequently the value of impairment allowance) is calculated on the basis of a conservative estimation of future cash flows, the value of collateral or other sources of repayment. In order to set up adequate impairment allowances (portfolio provisions) for the coverage of loan losses that were not recognized during individual impairment tests, the Bank carries out portfolio impairment tests. The Bank pays special attention to credit exposures that were reclassified to higher risk categories, with a view to effective restructuring or, if necessary, to a successful debt recovery process. Independent Head Office segments are responsible for the credit process, the monitoring of the quality of the credit portfolio and the level of impairment allowances, as well as for the control of credit operations. The table below shows the maximum exposure to credit risk at 31 December 2011, resulting from balance sheet and off-balance sheet items. 28 Nordea Bank Polska S.A. Annual Financial Statements 2011 The maximum credit exposure disregarding the collateral and other risk mitigating factors PLN thousand Maximum Maximum Maximum Maximum exposure at exposure at exposure at exposure at carrying gross nominal carrying gross nominal ASSETS amount amount amount amount 31/12/2011* 31/12/2011 31/12/2010* 31/12/2010 Financial assets designated at initial recognition as at fair value through profit or loss Loans and advances to banks Loans and advances to customers Shares in subsidiaries Total Contingent liabilities granted Total Total credit exposure 5 979 948 - 2 223 971 - 283 229 7 902 839 607 - 27 584 938 27 844 767 20 813 033 20 889 984 33 848 115 27 852 669 23 876 611 20 889 984 7 136 022 7 136 022 7 136 022 7 136 022 7 220 041 7 220 041 7 220 041 7 220 041 40 984 137 34 988 691 31 096 652 28 110 025 * The figures are not adjusted for impairment allowances The primary differences between the maximum exposure at the carrying amount and the amounts included in the table analysis at gross nominal amounts result from the fact that the latter are principal amounts, not adjusted for accrued interest, effective interest rate adjustment as well as revaluation charges. The following tables to not include interbank placement and takings, cash and balances with central bank, Treasury securities, NBP securities nor write-ups of derivative financial instruments. 29 Nordea Bank Polska S.A. Annual Financial Statements 2011 PLN thousand Specification Business entities - performing S 6+…65+…54+…43+…32+…21+…10+…0unrated Gross total IBNR Net total - non-performing 6+…10+…0unrated Gross total Impairment allowances Net total Private Individuals - performing IBNR Net total - non-performing Impairment allowances Net total Public Sector - performing IBNR Net total - non-performing Impairment allowances Net total Banks - performing IBNR Net total Total gross exposure Total impairment allowance Total net credit exposure * 31/12/2011 31/12/2010 876 953 916 284 2 835 567 5 072 488 2 066 981 66 774 3 712 5 600 79 062 11 923 421 (21 936) 11 901 485 1 016 937 433 279 2 921 805 4 194 982 1 699 422 67 393 18 896 31 007 85 959 10 469 680 (21 936) 10 447 744 435 124 930 190 125 555 (46 986) 78 569 122 615 522 123 137 (42 575) 80 562 18 795 937 (32 969) 18 762 968 192 002 (47 356) 144 646 13 898 887 (13 029) 13 885 858 109 504 (16 694) 92 810 3 664 866 3 664 866 555 (576) (21) 3 033 290 3 033 290 621 (706) (85) 286 355 286 355 34 988 691 (149 823) 34 838 868 473 843 473 843 28 108 962 (94 940) 28 014 021 * The amount is adjusted for impairment allowances related to the principal 30 Nordea Bank Polska S.A. Annual Financial Statements 2011 Past due loans as at the reporting date (overdue for less than three months): PLN thousand Specification 31/12/2011 14 days - 1 month 1 month - 2 months 2 months - 3 months Total: 234 555 47 188 23 976 305 719 31/12/2010 169 157 28 590 14 035 211 782 Impaired loans and the structure of the collateral provided for such loans: Specification Impaired loans Collateral for impaired loans assignment of receivables guarantees and suretyship mortgage transfer of ownership title pledge security deposit 31/12/2011 318 112 98 053 1 133 88 896 182 7 615 227 PLN thousand 31/12/2010 233 262 66 831 12 336 49 655 4 481 359 Concentration of the credit portfolio Credit portfolio by sectors: Specification Business entities Private individuals Public sector Banks Total 31/12/2011 12 048 976 18 987 939 3 665 421 286 355 34 988 691 PLN thousand 31/12/2010 10 592 817 14 008 391 3 033 911 473 843 28 108 962 31 Nordea Bank Polska S.A. Annual Financial Statements 2011 Credit portfolio by currency and sector: PLN thousand Currency Total 31/12/2011 PLN EUR USD CHF NOK SEK 31/12/2010 14 732 864 5 406 120 362 848 14 441 514 35 609 6 853 14 091 214 3 588 314 171 024 10 233 957 13 875 7 020 Other 2 883 3 558 Total: 34 988 691 28 108 962 PLN thousand Currency Business entities 31/12/2011 PLN EUR USD CHF NOK SEK 31/12/2010 8 369 376 3 242 992 343 933 64 161 27 452 1 062 8 501 547 1 852 947 152 528 74 403 7 920 1 480 Other - 1 992 Total: 12 048 976 10 592 817 PLN thousand Currency Public sector 31/12/2011 PLN EUR USD CHF NOK SEK Other Total: 31/12/2010 3 663 036 2 057 328 3 665 421 3 018 634 14 845 432 3 033 911 PLN thousand Currency PLN EUR USD CHF NOK SEK Other Total: Banks 31/12/2011 31/12/2010 225 374 59 429 1 552 286 355 411 583 60 824 1 436 473 843 32 Nordea Bank Polska S.A. Annual Financial Statements 2011 PLN thousand Private individuals Currency 31/12/2011 PLN EUR USD CHF NOK SEK Other Total: 31/12/2010 2 475 078 2 101 642 17 035 14 377 353 8 157 5 791 2 883 18 987 939 2 159 450 1 659 698 16 628 10 159 554 5 955 5 540 1 566 14 008 391 Product structure by sector: PLN thousand Product type overdraft facilities working capital loans investment loans bonds guarantees mortgage loans eFirma car loans credit cards other Total: Business entities 31/12/2011 31/12/2010 2 790 230 623 436 2 987 148 1 725 425 944 300 2 545 667 542 137 1 949 058 1 453 587 1 391 606 249 085 248 583 - 220 910 256 094 8 903 2 224 855 11 689 2 469 080 12 048 976 10 592 817 Public sector Banks 31/12/2011 31/12/2010 31/12/2011 31/12/2010 176 840 1 073 970 257 153 1 399 569 328 - 176 763 1 053 873 264 429 949 590 64 099 49 520 - 20 756 341 20 525 137 236 835 - 3 665 421 3 033 911 286 355 1 200 - 40 020 433 823 473 843 33 Nordea Bank Polska S.A. Annual Financial Statements 2011 Product type mortgage loans overdraft facilities credit cards car loans consumer loans loans for purchase of shares guarantee other Total: PLN thousand Private Individuals 31/12/2011 31/12/2010 18 713 233 13 690 157 181 037 213 376 81 693 91 933 3 241 3 231 4 067 4 066 6 6 4 662 5 622 18 987 939 14 008 391 Conditional liabilities granted, by sector: Specification Business entities Public Sector Private Individuals Banks Total: PLN thousand 31/12/2010 31/12/2011 5 279 368 5 602 718 815 233 443 962 762 968 278 453 7 136 022 700 806 472 555 7 220 041 Conditional liabilities granted, by currency: Specification PLN USD NOK EUR SEK other Total: 31/12/2011 5 796 575 76 132 25 128 1 140 438 97 596 153 7 136 022 PLN thousand 31/12/2010 6 036 388 104 429 6 047 908 526 163 067 1 584 7 220 041 Percentage share of industries in the total exposure to business entities: PLN thousand Industry Industrial production Commerce (retail, wholesale and commission sale) Real estate administration Financial services Power, gas and water supply Construction Transport and communications Business services and consulting Agriculture Hotels and restaurants Other Total: Share 31/12/2011 21,20% 9,29% 19,78% 4,80% 14,98% 6,96% 7,61% 11,14% 0,57% 0,09% 3,58% 100,00% 31/12/2010 22,35% 14,89% 9,68% 6,54% 12,51% 7,27% 15,30% 3,64% 0,70% 0,04% 7,08% 100,00% 34 Nordea Bank Polska S.A. Annual Financial Statements 2011 Credit risk inherent in derivative instruments (counterparty risk) Credit risk inherent in derivative financial instruments is a risk that a counterparty will become insolvent before the transaction matures. Counterparty risk is controlled in the Bank on the basis of exposure limits assigned to credit products during the decision-making process, in compliance with all the procedural requirements concerning credit repayment capacity and with the credit policy. The exposure to counterparty credit risk is calculated on the basis of the current market value of the transaction and the assessment of its future potential value. This assessment depends on the extent of the volatility of specific underlying instruments (foreign exchange rates and interest rate) in particular derivative products. Separate limits are set in order to control the specific type of credit risk existing in trading transactions in derivatives, i.e. settlement risk. Market risk The Bank‟s activities are exposed to market risk. This risk consists of a loss of market value due to changes in interest rates, foreign exchange rates and prices of equity instruments, as well as a risk of adverse impact of such changes on profits. Market risk is managed on the basis of a market risk management policy adopted by the Bank. The exposure to market risk is formally mitigated by risk limits established by the Management Board as part of the limits approved by the Supervisory Board of the Bank. These limits cover the value at risk (foreign exchange risk, interest rate risk and equity market price risk), sensitivity to interest rate changes (interest rate risk) and limitation of the nominal amounts of exposures (foreign exchange risk). The measurement of risk and the control of its compliance with the limits accepted by the Management Board for particular risks is carried out on a daily basis by a specialized unit operating independently of the business divisions responsible for meeting profit targets. Regular reports on market risk are discussed at meetings of the Assets and Liabilities Management Committee (ALCO) and are presented to the Bank‟s Management Board. The limits for specific risk categories approved by the Management Board are reviewed from time to time to ensure that they comply with the current goals and strategy of the Bank. All the procedures are updated on an ongoing basis so that they take account of the latest solutions in risk control. Management of interest rate risk Interest rate risk arises from a mismatch between the re-pricing periods of assets, liabilities and offbalance sheet items. Under such circumstances, a change in market interest rates may lead to the occurrence of losses (or gains) as a result of changes in the market value of instruments or changes in the value of interest flows. 35 Nordea Bank Polska S.A. Annual Financial Statements 2011 The main source of interest rate risk are transactions in the bank‟s portfolio (loans and deposits). The Bank avoids instruments generating a high interest rate risk. Long term assets and liabilities carry an interest rate based on floating rates. The products in the Bank‟s portfolio include only those against the risk of which the Bank can hedge itself. The exposure resulting from the Banks‟ trade transactions is insignificant because all transactions with customers are closed with opposite transactions concluded on the interbank market. Interest rate risk management is the responsibility of a specialised unit of the Bank. This unit receives daily information about the Bank‟s exposure to interest rate risk. The level of interest rate risk is measured and controlled by a specialized unit (operating independently of the business divisions responsible for generating the financial result). The risk is controlled by limits reducing the exposure to: - changes in the market value resulting from all balance-sheet items sensitive to interest rate changes, - changes in the market value resulting from balance-sheet items re-priced within more than 12 months, - value at interest rate risk. The methods of measurement of interest rate risk applied at the Bank are described below in the section entitled “Market risk measurement methods”. Exposure to interest rate risk The Bank analyses interest rate risk by reviewing the re-pricing gap and calculating the VaR amount and market value sensitivity to interest rate changes (a parallel shift of the zero-coupon curve by one percentage point). Repricing gap at 31/12/2011 (PLN million): Total Assets Liabilities Off-balance sheet items (net) Gap to 1 month to 3 months To 1 year to 5 yrs over 5 yrs Insensitive items 35 325 18 975 14 190 1 704 3 - 453 (35 325) (21 024) (10 219) (1 748) (8) - (2 326) 84 27 55 1 1 - - - (2 023) 4 027 (43) (4) - - Repricing gap at 31/12/2010 (PLN million): Total Assets Liabilities Off-balance sheet items (net) Gap to 1 month to 3 months To 1 year to 5 yrs over 5 yrs Insensitive items 24 832 12 031 10 658 1 613 67 1 462 (24 832) (16 306) (5 073) (1 400) - - (2 053) (4) - (4) - - - - - (4 275) 5 581 213 67 1 - 36 Nordea Bank Polska S.A. Annual Financial Statements 2011 The gap presented above is determined on the basis of statements of cash flow ge nerated by items deemed to be sensitive to interest rate risk (only principal amounts without taking into account loan impairment). Other balance sheet items, including loan losses, are excluded from the analysis and presented under „Insensitive items‟. Foreign exchange risk management The Bank manages FX risk using limits for the open FX position and value at risk (VAR). The FX position is managed by a separate bank unit. The foreign exchange position resulting from every FX transaction of a significant amount (at individually negotiable prices) is directly closed with an opposite transaction in the market – FX risk is fully eliminated. The position resulting from FX transactions of smaller values is closed collectively during and at the end of every business day. A separate risk control unit (independent of the business divisions responsible for profits) verifies whether the open position exceeds the limits and whether an actual and/or expected loss from the maintenance of the position justifies any change to the applicable open position limits. For that purpose, the Group applies advanced risk measurement methods, including the measurement of VaR). Exposure to foreign exchange risk The Bank's FX position by currencies is presented below: PLN thousand 31/12/2010 Long Short position position 31/12/2011 Specification Long position Short position EUR 5 311 - - 125 USD 137 - - 484 CHF 593 - - 1 094 Other currencies 952 789 433 584 6 993 789 433 2 287 Total FX position Market risk measurement methods Value at risk The main method used in the Bank for the measurement of market risk is the value-at-risk model. Value at Risk is a measure of the maximum expected loss that is likely to occur with a specific probability in a defined period of time under normal market conditions. The amount of VaR is estimated by means of statistical modelling based on a set of market data defined for particular market risks. In the Bank, VaR is calculated based on a historical simulation method using data for the latest 500 business days, using the “Expected Tail Loss” technique. It must be noted that the assumptions used 37 Nordea Bank Polska S.A. Annual Financial Statements 2011 for the calculation of VaR cause certain limitations of this value and the potential losses that the Bank may incur in specified (exceptional) circumstances may be higher than the amount of VaR. The table below presents VaR in 2011 and in the comparative period for particular market risk categories, calculated on the assumption that the open position will be maintained for 10 days at a 99% confidence level. PLN thousand Interest rate risk FX risk Total market risk VAR on 31.Dec. average minimum maximum VAR on 31.Dec average minimum maximum VAR on 31.Dec average minimum maximum 2011 969 1 521 480 3 542 343 123 20 1 235 1 190 1 695 640 3 689 2010 1353 735 255 1 353 330 98 26 413 1 509 849 361 1 509 Sensitivity to changes in interest rates Sensitivity to interest rate changes is calculated in the Bank on the basis of a theoretical model of market value with the use of the cash flow method, as a change in the market value of cash flow caused by 1-percent increase in the respective interest rate. This method assumes that the market value of a given instrument is equal to the value of updated future cash flows generated by such an item. The table below presents the Bank‟s sensitivity to changes in interest rates, calculated on the assumption that interest rates will go up by 1 percentage point (parallel shift). PLN thousand Sensitivity to changes in interest rates in 2011 PLN thousand Sensitivity to changes in interest rates in 2010. 31/12/2011 1 411 31/12/2010 8 620 average minimum 7 124 1 411 maximum 16 002 average minimum maximum 8 537 2 970 12 865 Management of equity risk The Bank avoids any exposure in equity instruments generating any price risk. An exposure to such a risk, if any, may result only from the Bank‟s debt collection activities, i.e. the take-over of assets of 38 Nordea Bank Polska S.A. Annual Financial Statements 2011 insolvent debtors, and it is temporary by nature. The Bank is thus only marginally exposed to equity instrument price risk. Liquidity risk Liquidity risk is defined as the risk of a situation where the Bank is only capable of meeting its payment obligations at increased costs or, in the worst case, it is not able to meet its obligations at their maturity. The Bank is exposed to liquidity risk if its lending or other activity generates a negative mismatch of cash flows, and the Bank is not able to acquire an adequate amount of finance or cash in its assets. Management of liquidity risk The Bank's policy adopted by the Management Board provides for a conservative approach to liquidity risk. The Bank avoids any unnecessary exposure and maintains the risk at a level being in appropriate proportion to the Bank‟s capacity to bear it. Short-term liquidity risk is managed by the Treasury Department, which arranges funding to finance the Bank's current operations. To ensure availability of funding at any time during its activity, the Bank uses a lower limit of its liquid funds, the so-called liquidity buffer. Mid-term and long-term risk is controlled by a separate unit in charge of risk control based on the analysis of expected future cash flows, changes in the sources of funding, the utilisation of these sources and the stability and concentration of the Bank's deposit base. Regular, periodical reports on liquidity risk are discussed at meetings of the Assets and Liabilities Management Committee (ALCO) and presented to the Management Board. The Bank has developed a contingency plan in case of unexpected disruptions in liquidity. The plan has been approved by the Management Board and by the Supervisory Board. The Bank uses a number of methods to measure its liquidity risk. Starting from daily monitoring of its short-term liquidity gap being the reflection of the Bank's current demand for liquid funds through the periodical observation of various liquidity ratios, to the analysis of the long-term liquidity gap established on the grounds of statistical results of a deposit base study and estimates related to maturities of particular balance-sheet items and the possibility of liquidation of Bank's assets. Exposure to liquidity risk The table below shows the nominal amounts of the Bank‟s financial liabilities by contractual maturity dates, the amounts resulting from derivative transactions and the amount of off-balance sheet commitments granted in the form of credit lines or overdraft limits in current accounts. Analysis of the contractual maturity periods of financial liabilities (PLN million): 39 Nordea Bank Polska S.A. Annual Financial Statements 2011 31/12/2011 Total <1 month 1-3 months 3-12 months 1-5 years >5 years (32 876) (12 092) (4 164) (9 381) (6 374) (865) Liabilities to financial sector (20 605) (2 866) (2 233) (8 810) (6 365) (331) Liabilities to non-financial sector (11 487) (9 126) (1 781) (571) (9) - (250) (534) (100) - (150) - - - (534) 83 27 55 1 - - Balance sheet liabilities: Liabilities under own securities issued Subordinated liabilities Liabilities under derivative instruments: Inflows Outflows Off-balance sheet liabilities granted Total 31/12/2010 Balance sheet liabilities: Liabilities to financial sector Liabilities to non-financial sector Liabilities under own securities issued Subordinated liabilities Liabilities under derivative instruments: Inflows Outflows Off-balance sheet liabilities granted Total 3 847 1 265 1 660 348 488 86 (3 764) (1 238) (1 605) (347) (488) (86) (7 136) (7 136) - - - - (39 930) (19 201) (4 109) (9 381) (6 374) (865) Total <1 month 1-3 months 3-12 months 1-5 years >5 years (22 751) (14 199) (7 757) (7 412) (1 205) (6 207) (2 867) (1 388) (1 379) (7 129) (6 728) (171) (4 447) (4 447) (0,3) (896) (431) (0) (330) (465) 0 0 (100) 0 (230) 0 0 0 0 (465) (3) - (4) 1 - 0 1 808 699 416 283 350 60 (1 811) (699) (420) (282) (350) (60) (7 220) (7 220) (0) (0) (0) (0) (29 974) (14 632) (2 871) (7 128) (4 447) (896) Under agreements signed with Nordea Bank AB (Sweden), the Bank has access to credit lines. As at 31/12/2011, the amount of undrawn credit lines was equivalent of approximately PLN 2.73 billion. In addition, the Bank maintains a portfolio of liquid assets, which - treated as a liquidity buffer - serves the purpose of securing potential short-term liquidity requirements of the Bank. The portfolio is valuated on a daily basis in order to determine the current amount of funds that can be raised immediately. A minimum required amount is imposed, determined at monthly intervals. The value of the liquidity portfolio as at 31/12/2011 was PLN 5,861 million, which was significantly higher than in the comparable period (PLN 2,141 million as at 31/12/2010) For the purpose of a better description of the situation in the area of its long-term liquidity, the Bank calculates the surplus/shortage of stable liabilities over long term assets, including received off- 40 Nordea Bank Polska S.A. Annual Financial Statements 2011 balance sheet liabilities and portfolio of liquid securities. The net balance of stable funds as at 31/12/2011 was within the limit accepted by the Management Board of the Bank. The calculation of net balance of stable funds requires a number of assumptions on the values of balance sheet items, including in particular a conservative assumption (from the point of view of liquidity risk) as to the complete renewability of the credit portfolio. In addition, under resolution No 386/2008 of the Banking Supervision Committee dated 17 December 2008, in respect of imposing mandatory liquidity levels for banks, the Bank is obliged to calculate its liquidity measures. The results of the calculations as at 31/12/2011 and in the comparative period are presented in the table below: Regulatory liquidity measures Required minimum Value at 31/12/2011 Value at 31/12/2010 M1 Short-term liquidity gap 0,0 2 052 255 1 706 283 M2 Short-term liquidity ratio 1,0 1,27 1,41 M3 Non-liquid assets to shareholders‟ equity ratio 1,0 4,05 4,93 M4 Non-liquid assets and assets with limited negotiability to shareholders‟ equity and stable external funds 1,0 1,04 1,04 6. Net interest income Specification Interest income Loans and advances to banks Loans and advances to customers: - other financial institutions (non-banks) - private individuals - businesses - public sector Debt securities Total Specification Interest expense Deposits from banks Deposits from customers - other financial institutions (non-banks) - private individuals - businesses - public sector Debt securities Total Net interest income From 01/01/2011 to 31/12/2011 7 724 916 792 42 403 443 951 278 028 152 410 122 711 1 047 227 From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 3 165 665 778 26 515 323 668 208 058 107 537 92 885 761 828 PLN thousand From 01/01/2010 to 31/12/2010 (71 603) (318 290) ( 77 613) (90 255) (140 061) (10 361) (13 948) (403 841) (43 154) (250 089) (67 566) (69 452) (106 606) (6 465) (6 675) (299 918) 643 386 461 910 41 Nordea Bank Polska S.A. Annual Financial Statements 2011 The net interest income for the 12-month period ended on 31/12/2011 includes interest accrued on impaired loans in the amount of PLN 7,345 thousand The net interest income for the 12-month period ended on 31/12/2010 includes interest accrued on impaired loans in the amount of PLN 4,854 thousand 7. Net commission income Specification Commission income Payment commission Financial intermediation commission Card commission Loan commission Commission on guarantee-related off-balance sheet commitments Securities commission Other commission income Total Specification From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 48 436 24 857 24 723 23 199 43 577 19 841 20 429 22 030 13 648 7 260 1 627 143 750 12 419 9 508 433 128 237 From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 Commission expenses Payment commission Insurance commission Other commission expenses Total (24 180) (8 756) (2 948) (35 884) (26 746) (7 825) (2 654) (37 225) Net commission income 107 866 91 012 8. Instruments at fair value through profit or loss and revaluation Specification From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 Profit from foreign exchange transactions and FX financial instruments closing the FX position Other derivative financial instruments Equity instruments Debt securities 204 876 730 (96) (2 028) 202 436 813 215 (1 840) Total 203 482 201 625 The result presented under “Debt securities” and “Equity instruments” is the result achieved in financial assets designated at initial recognition for measurement at fair value through profit or loss. The figure presented under “Profit from foreign exchange transactions and FX financial instruments closing the FX position” includes, among other things, gains on revaluation and gains on derivative 42 Nordea Bank Polska S.A. Annual Financial Statements 2011 transactions classified as held for trading, including FX Spot and FX Swap whereas the result on other derivative financial instruments is a result generated on financial instruments classified as held for trading, which includes, among other things, the result on IRS, CIRS, FX Forward and FX Option transactions. As of 2011, the Bank changed the presentation of the result of derivative FX transactions closing the FX position (FX Spot and FX Swap). In the previous reporting periods, this result was presented along with the profit/loss on other derivative financial instruments. In the financial statements for the year 2011 the result of derivative FX transactions closing the FX position was presented together with the profit/loss on FX transactions. A corresponding change in the presentation was also applied to the comparable period (01/01.2010-31/12/2010). 9. Other operating income Specification Income from IT projects Reimbursement for the fees paid for expert services Sale of goods and services Other Reversal of unutilised provisions Reimbursements for costs of the Bank Guarantee Fund Receivables related to court proceedings and enforcement proceedings Reversal of provisions for litigations Total From 01/01/2011 to 31/12/2011 13 372 4 920 3 592 2 804 2 735 1 715 312 29 450 PLN thousand From 01/01/2010 to 31/12/2010 8 639 4 904 2 105 8 634 50 679 439 8 714 34 164 10. Administrative expenses Staff costs From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 Salaries: - salaries of Bank’s authorities - salaries of employees Social security payments Other staff costs (199 901) (11 606) (188 295) (26 760) (597) (165 042) (5 955) (159 087) (22 236) (1 303) Total (227 258) (188 581) As at 31/12/2011 there were 2,333 people employed in the Bank whereas as at 31/12/2011 – 2,219 people. 43 Nordea Bank Polska S.A. Annual Financial Statements 2011 Other administrative expenses PLN thousand From 01/01/2010 to 31/12/2010 From 01/01/2011 to 31/12/2011 Cost of lease Services: IT, cleaning, medical and archiving services Expenses on property maintenance Marketing Post and telecommunications services Fee for Bank Guarantee Fund Maintenance of data processing systems Training expenses Taxes and charges Business travel Legal services Other, including the cost of expert services Additional costs of loan service Damages, penalties and fines paid Cost of provisions for liabilities resulting from past events ( 96 985) (71 513) (38 547) (29 303) (20 011) (19 834) (18 402) (9 654) (6 840) (6 573) (5 821) (5 166) (5 392) (4 954) (26) (31 858) (21 834) (20 910) (19 050) (6 567) (10 845) (5 303) (5 496) (4 854) (6 369) (5 123) (4 251) (335) (7) (283) Total (267 515) (214 591) 11. Depreciation and amortisation Specification Property, plant and equipment (Note 21) Plant and equipment Buildings and improvements in third party assets Intangible assets (Note 20) Licences Software Other Total From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 (39 441) (24 891) (14 550) (32 421) (20 047) (12 374) (6 783) (5 911) (697) (175) (5 578) (4 710) (678) (190) (46 224) (37 999) 44 Nordea Bank Polska S.A. Annual Financial Statements 2011 12. Impairment on loans and advances PLN thousand Impairment on loans and advances From 01/01/2011 to 31/12/2011 Loans and Loans and advances advances to to banks customers Allowances for loans and advances - Establishment of allowances for identified impairment - Reversal of allowances for identified impairment - Allowances for Incurred but Not Reported Losses (IBNR) -Recoveries of loans previously charged to provisions - Gains/losses on sale of loans and advances From 01/01/2010 to 31/12/2010 Total Loans and Loans and advances advances to to banks customers Total (43 559) (43 559) - (14 215) (14 215) - 5 387 5 387 - 5 283 5 283 - (19 940) (19 940) - (12 070) (12 070) - 1 204 1 204 - 241 241 - 636 636 - 131 131 Total - (56 272) (56 272) - (20 630) (20 630) 13. Income tax Income tax charge Specification Current tax Adjustment of current tax for previous period Deferred tax Total income tax in the P&L Account From 01/01/2011 to 31/12/2011 (104 164) 1 908 16 947 (85 309) PLN thousand From 01/01/2010 to 31/12/2010 (81 013) 1 242 12 198 (67 573) Reconciliation of tax charges and the product of profit before income tax and the tax rate PLN thousand From 01/01/2011 From 01/01/2010 Specification to 31/12/2011 to 31/12/2010 Profit before income tax Tax rate Income tax Other tax-exempt income and non-deductible expenses Permanent differences Donations Adjustment of current tax for previous period 381 973 19% (72 575) 326 910 19% (62 113) (3 522) (11 156) 36 1 908 323 (7 057) 32 1 242 Total charges to profit before income tax (85 309) (67 573) 45 Nordea Bank Polska S.A. Annual Financial Statements 2011 14. Earnings per share Specification Profit for the period Weighted average number of ordinary shares Earnings per share, PLN Specification Profit for the period Weighted average number of ordinary shares From 01/01/2011 to 31/12/2011 296 663 55 498 700 5,35 From 01/01/2011 to 31/12/2011 PLN thousand From 01/01/2010 to 31/12/2010 259 337 49 756 782 5,21 PLN thousand From 01/01/2010 to 31/12/2010 296 663 55 498 700 259 337 49 756 782 5,35 5,21 Diluted earnings per share (PLN) The calculation of the weighted average number of ordinary shares: The method of calculation of the weighted average number of ordinary shares during the period from 01/01/2011 to 31/12/2011 1/ From 01/01/2011 to 31/12/2011 (365 days – 55,498,700 shares) The calculation of the weighted average number of shares: 55,498,700 * 3650/365 = 55,498,700 1/ From 01/01/2010 to 29/07/2010 (210 days – 45,518,700 shares) The calculation of the weighted average number of shares: 45,518,700 * 210/365 = 26,188,841 The share capital was increased on 30/07/2010 2/ From 30/07/2010 to 31/12/2010 (155 days) – 55,498,700 shares The calculation of the weighted average number of shares: 55,498,700 * 155/365 = 23,567,941 The weighted average number of shares for the whole year (from 01/01/2010 to 31/12/2010) amounts to: 26,188,841 + 23,567,941 = 49,756,782 46 Nordea Bank Polska S.A. Annual Financial Statements 2011 15. Cash and balances with central bank PLN thousand Specification Cash Balances with central bank Other Total 31/12/2011 31/12/2010 94 435 772 555 154 035 82 396 546 435 128 680 1 021 025 757 511 The Bank holds an obligatory reserve on a current account in the National Bank of Poland. The figure is calculated as 3.5% of the average monthly balance of customer deposits. The amount of the reserve is reduced by the equivalent of EUR 500 thousand, in accordance with the relevant regulations. 16. Loans and advances to banks Specification 31/12/2011 PLN thousand 31/12/2010 Current accounts Term deposits and loans Other Total Interest Gross loans and advances to banks Impairment allowance 282 253 976 283 229 283 229 - 272 674 566 229 678 839 581 26 839 607 - Net loans and advances to banks 283 229 839 607 Gross loans and advances to banks (by currency) PLN thousand Specification PLN foreign currencies (translated into PLN)) EUR USD CHF SEK GBP other Total 31/12/2011 31/12/2010 46 016 237 213 31 187 47 597 10 948 229 808 609 799 416 513 15 646 148 032 34 353 13 718 99 410 5 865 9 624 14 119 283 229 839 607 Gross loans and advances to banks (by maturity) PLN thousand Specification 31/12/2011 31/12/2010 Current accounts Up to and including 3 months 282 479 750 272 837 566 770 Total 283 229 839 607 47 Nordea Bank Polska S.A. Annual Financial Statements 2011 17. Loans and advances to customers Specification Private individuals Business entities Public sector Total Interest Gross loans and advances to customers Impairment allowance Net loans and advances to customers 31/12/2011 18 072 343 6 755 426 2 846 916 27 674 685 60 076 27 734 761 (149 823) 27 584 938 PLN thousand 31/12/2010 13 193 449 4 985 333 2 587 474 20 766 256 46 777 20 813 033 ( 94 940) 20 718 093 Impairment allowance Specification Private individuals Business entities Public sector Allowance for incurred but not reported impairment losses (IBNR) Total 31/12/2011 PLN thousand 31/12/2010 (47 357) (46 985) (576) (16 694) (42 575) (706) (54 905) (34 965) (149 823) (94 940) Gross loans and advances to customers (by currency) PLN thousand Specification PLN foreign currencies (translated into PLN) EUR USD CHF SEK other Total 31/12/2011 8 940 411 18 794 350 4 247 093 286 607 14 240 796 6 782 13 072 27 734 761 31/12/2010 8 066 212 12 746 821 2 664 535 66 453 9 998 126 6 645 11 062 20 813 033 Gross loans and advances to customers (by maturity) PLN thousand Specification Current accounts Up to and including 3 months From 3 months up to and including 1 year From 1 year up to and including 5 years Over 5 years Total 31/12/2011 1 485 039 601 474 1 405 081 8 623 766 15 619 401 27 734 761 31/12/2010 1 170 067 184 776 1 781 610 3 266 770 14 409 810 20 813 033 48 Nordea Bank Polska S.A. Annual Financial Statements 2011 Change in impairment allowances for loans and advances to customers PLN thousand Specification Opening balance Impairment allowances created in current period Write -offs Impairment allowances reversed in current period Change due to exchange differences Other Closing balance 31/12/2011 94 940 63 499 (5 387) (14 881) (90) 11 742 149 823 31/12/2010 76 800 26 285 (5 283) (3 062) 200 94 940 18. Financial assets designated at initial recognition as at fair value through profit or loss Specification 31/12/2011 PLN thousand 31/12/2010 Debt securities State and municipal securities - bonds - bills Central Bank‟s securities - bills Equity investments 5 979 474 1 343 130 504 983 838 147 4 636 344 4 636 344 474 2 223 403 1 074 185 279 685 794 500 1 149 218 1 149 218 568 Total 5 979 948 2 223 971 Financial assets designated at initial recognition as at fair value through profit or loss (by maturity) PLN thousand Specification by maturity Up to and including 3 months From 3 months up to and including 1 year From 1 year up to and including 5 years Without a fixed maturity Equity investments Total 31/12/2011 31/12/2010 5 559 194 96 980 323 300 1 581 054 584 971 57 378 474 568 5 979 948 2 223 971 Income from debt instruments and other fixed-yield instruments is shown under interest income. The Bank designated securities as financial instruments measured through profit or loss due to the fact that it manages the portfolio and reports on its performance to the Management Board on the basis of the fair value of such instruments. 49 Nordea Bank Polska S.A. Annual Financial Statements 2011 19. Financial assets and financial liabilities held for trading PLN thousand Specification Financial assets held for trading - FX swaps and FX spot - FX forwards - Currency options - IRS - CIRS Total 31/12/2011 88 690 22 232 78 10 324 1 700 123 024 31/12/2010 2 100 5 232 4 7 600 1 375 16 311 PLN thousand Specification Financial liabilities held for trading - FX swaps and FX spot - FX forwards - Currency options - IRS - CIRS Total 31/12/2011 2 598 21 752 78 10 324 1 700 36 452 31/12/2010 5 700 4 909 4 7 599 1 375 19 587 Financial assets and financial liabilities held for trading (by maturity) PLN thousand Specification Financial assets held for trading Up to and including 3 months From 3 months up to and including 1 year From 1 year up to and including 5 years Over 5 years Total 31/12/2011 98 430 11 394 4 802 8 398 123 024 31/12/2010 4 655 2 008 3 111 6 537 16 311 PLN thousand 31/12/2011 Financial liabilities held for trading Up to and including 3 months From 3 months up to and including 1 year From 1 year up to and including 5 years Over 5 years Total 12 157 11 170 4 727 8 398 36 452 31/12/2010 8 168 1 861 3 022 6 536 19 587 50 Nordea Bank Polska S.A. Annual Financial Statements 2011 20. Intangible assets CHANGE IN INTANGIBLE ASSETS (BY GENERIC GROUP) PLN thousand Concessions, patents, licences etc. Goodwill 31/12/2011 Gross intangible assets at the beginning of the period Increase (due to) - Transfers from assets under construction - Other Decrease (due to) - Liquidation -Sale - Other Gross intangible assets at the end of the period Accumulated amortisation at the beginning of the period Increase (due to) - Amortisation in current period - Other Decrease (due to) - Liquidation - Sale - Other Accumulated amortisation at the end of the period Net intangible assets at 31/12/2011 Other intangible Assets under assets construction Total intangible assets 32 639 - 51 286 5 890 31 816 - 985 7 986 116 726 13 876 32 639 5 890 57 176 31 816 7 986 (3 715) (3 715) 5 256 5 890 7 986 (3 715) (3 715) 126 887 - (40 406) (6 608) (6 608) (31 631) (175) (175) - - (47 014) 4 2 2 (31 802) - (72 037) (6 783) (6 783) 4 2 2 (78 816) 32 639 10 162 14 5 256 48 071 - 51 Nordea Bank Polska S.A. Annual Financial Statements 2011 Goodwill is tested for impairment at least once a year. The Bank includes in impairment testing the goodwill that arose from the merger between Nordea Bank Polska S.A. and BWP Unibank S.A. as well as the merger between Nordea Bank Polska S.A. and LG Petro Bank S.A. For the purpose of the test, possible cash-generating units were identified and assigned the relevant goodwill from the merger. The recoverable amount was determined on the basis of the assessment of the value in use of an asset allowing for an estimated forecast of the expected future cash flows generated during the continued utilization of the asset. Cash flow forecasts are based on assumptions reflecting the management‟s judgement of the entirety of the conditions that will arise during the remaining useful life of the assets. Forecasts concerning cash flow are based on the financial plan adopted by the Bank and the long-term strategy covering the next few years. The viability of the assumptions is periodically verified and discrepancies between the estimated future cash flows and the actual flows are reviewed. 52 Nordea Bank Polska S.A. Annual Financial Statements 2011 CHANGE IN INTANGIBLE ASSETS (BY GENERIC GROUP) PLN thousand Goodwill 31/12/2010 Gross intangible assets at the beginning of the period Increase (due to) - Transfers from assets under construction - Other Decrease (due to) - Liquidation - Other Gross intangible assets at the end of the period Accumulated amortisation at the beginning of the period Increase (due to) - Amortisation in current period - Other Decrease (due to) - Liquidation - Sale - Other Accumulated amortisation at the end of the period Net intangible assets at 31/12/2010 Concessions, patents, licences etc. Other intangible Assets under assets construction Total intangible assets 32 639 - 46 825 4 519 31 845 20 4 839 111 309 9 378 32 639 4 519 (58) (58) 51 286 20 (49) (49) 31 816 4 839 (3 854) (3 854) 985 4 539 4 839 (3 961) (107) (3 854) 116 726 32 639 (35 076) (5 388) (5 388) 58 58 (40 406) 10 880 (31 493) (190) (190) 52 49 3 (31 631) 185 985 (66 569) (5 578) (5 578) 110 107 3 (72 037) 44 689 53 Nordea Bank Polska S.A. Annual Financial Statements 2011 21. Property, plant and equipment CHANGE IN PROPERTY, PLANT AND EQUIPMENT (BY GENERIC GROUP) PLN thousand Land and buildings Plant and equipment Other nonAssets under current assets construction Vehicles 31/12/2011 Gross property, plant and equipment at the beginning of the period 153 604 91 587 1 308 32 633 Increase (due to) - Transfers from assets under construction - other Decrease (due to) - liquidation - other 52 068 52 048 20 (13 633) (13 611) ( 22) 26 726 26 413 313 (6 223) (5 867) (356) (911) (911) - 12 216 12 216 Gross property, plant and equipment at the end of the period 192 039 112 090 Accumulated depreciation at the beginning of the period Increase (due to) - depreciation in current period - other Decrease (due to) (67 242) (14 663) (14 550) (113) 12 915 (61 904) (18 945) (18 721) (224) 5 745 8 356 4 559 - depreciation of liquidated items of property, plant and equipment - other Accumulated depreciation at the end of the period Impairment allowance for property, plant and equipment Net property, plant and equipment at 31/12/2011 Total property, plant and equipment (4 061) (3 941) (120) 29 775 45 985 45 985 (71 817) (71 817) 136 995 90 677 46 318 (96 645) (24 330) (72 315) 397 40 788 3 943 349 257 (947) (173) (173) 828 (20 597) (6 058) (5 997) (61) 4 188 - (150 690) (39 839) (39 441) (398) 23 676 5 531 214 828 - 3 724 464 - 18 439 5 237 (68 990) (75 104) (292) (22 467) - (166 853) (4 559) - - (384) (4 943) 118 490 36 986 105 17 937 3 943 - 308 907 177 461 54 Nordea Bank Polska S.A. Annual Financial Statements 2011 CHANGE IN PROPERTY, PLANT AND EQUIPMENT (BY GENERIC GROUP) PLN thousand Land and buildings Plant and equipment Vehicles Other noncurrent assets Assets under construction 31/12/2010 Gross property, plant and equipment at the beginning of the period Increase (due to) - Transfers from assets under construction - other Decrease (due to) - liquidation - other Gross property, plant and equipment at the end of the period Accumulated depreciation at the beginning of the period Increase (due to) - depreciation in current period - other Decrease (due to) - depreciation of liquidated items of property, plant and equipment - other Accumulated depreciation at the end of the period Net property, plant and equipment at 31/12/2010 Total property, plant and equipment 146 685 9 919 9 896 23 (3 000) (2 958) (42) 93 007 12 797 12 797 (14 217) (14 195) (22) 1 308 - 31 414 2 578 2 578 (1 359) (1 351) (8) 1 923 59 746 59 746 (31 894) (31 894) 274 337 85 040 25 271 59 769 (50 470) (18 504) (31 966) 153 604 91 587 1 308 32 633 29 775 308 907 (57 395) (59 768) (728) (18 066) - (135 957) (12 392) (12 374) (18) 2 545 (15 979) (15 973) (6) 13 843 (219) (219) - (3 901) (3 855) (46) 1 370 - 2 389 13 843 - 1 326 - 17 558 156 - - 44 - 200 (67 242) (61 904) (947) (20 597) - (150 690) 86 362 29 683 361 12 036 29 775 158 217 - (32 491) (32 421) (70) 17 758 55 Nordea Bank Polska S.A. Annual Financial Statements 2011 22. Deferred tax assets and liabilities PLN thousand Assets Accrued interest expenses and accrued commission recognised according to EIR Non-deductible provisions for loans Other provisions Cost of occupation of premises during conversion Income taken in advance Fair value of derivative instruments - adjustment 2010 LTIP Incentive Programme adjustment 2010 Unrealised income – premiumbonds Social Security (ZUS) Closing balance 01/01/2011 Increase Decrease 31/12/2011 35 323 13 160 1 246 47 237 7 107 14 350 6 997 13 726 6 317 14 104 21 759 236 122 - 43 71 193 51 1 301 582 - 1 883 254 83 - 337 2 139 407 120 - 2 080 129 179 278 61 239 34 668 9 886 86 021 PLN thousand Liabilities Accrued interest income and accrued commission recognised according to EIR Securities – discount over time Fair value of securities Low-value assets according to CIT Act Fair value of derivative instruments- adjustment 2010 Prepaid expenses Closing balance Deferred tax assets 01/01/2011 Increase Decrease 31/12/2011 9 696 3 934 185 4 327 2 384 - 77 69 13 946 6 318 116 1 179 1 426 595 2 010 1 301 1 181 563 - 124 1 864 1 057 17 476 43 763 8 700 25 968 865 9 021 25 311 60 710 56 Nordea Bank Polska S.A. Annual Financial Statements 2011 PLN thousand Assets Accrued interest expenses and accrued commission recognised according to EIR Non-deductible provisions for loans Other provisions Cost of occupation of premises during conversion Income taken in advance Fair value of derivative instruments- adjustment 2009 LTIP Incentive Programme adjustment 2009 Unrealised income – premiumbonds Social Security (ZUS) Closing balance 01/01/2010 Increase Decrease 31/12/2010 27 778 7 545 - 35 323 6 279 9 556 828 4 794 - 7 107 14 350 208 64 28 58 - 236 122 1 157 144 - 1 301 146 108 - 254 1 745 - 394 407 - 2 139 407 46 933 14 306 - 61 239 PLN thousand Liabilities Accrued interest income and accrued commission recognised according to EIR Securities – discount over time Fair value of securities Low-value assets according to CIT Act Fair value of derivative instruments - adjustment 2009 Prepaid expenses 01/01/2010 Increase Decrease 31/12/2010 7 880 4 746 422 1 816 - 812 237 9 696 3 934 185 1 184 - 5 1 179 1 136 - 165 1 181 - 1 301 1 181 Closing balance 15 368 3 162 1 054 17 476 Deferred tax assets 31 565 11 144 1 054 43 763 23. Other assets PLN thousand Specification Other prepaid expenses Sundry debtors Overpaid current tax Other Other deferred income Assets held for sale Credit/payment card settlements Interbank/Inter-branch settlements Total 31/12/2011 32 227 9 636 2 337 1 456 695 278 82 46 711 31/12/2010 12 186 8 343 3 204 2 210 1 500 695 720 1 346 30 204 57 Nordea Bank Polska S.A. Annual Financial Statements 2011 Other assets (by maturity) PLN thousand Specification Up to and including 3 months From 3 months to and including 1 year Total 31/12/2011 14 665 32 046 46 711 31/12/2010 13 685 16 519 30 204 24. Deposits from banks Specification 31/12/2011 PLN thousand 31/12/2010 Payable on demand Term deposits Total Interest 209 627 18 621 376 18 831 003 3 993 247 358 12 315 190 12 562 548 3 557 Total 18 834 996 12 566 105 Deposits from banks (by maturity) PLN thousand Specification Payable on demand Up to and including 3 months From 3 months to and including 1 year From 1 year up to and including 5 years Over 5 years Total 31/12/2011 31/12/2010 209 627 4 507 803 7 930 279 6 187 287 - 247 358 1 959 687 5 279 065 5 079 995 - 18 834 996 12 566 105 Deposits from banks (by currency) PLN thousand Specification 31/12/2011 31/12/2010 PLN foreign currencies (converted into PLN) EUR USD CHF SEK GBP other 312 634 18 522 362 3 304 293 1 458 857 13 698 393 97 2 789 57 933 600 181 11 965 924 1 888 200 176 868 9 790 944 48 696 277 60 939 Total 18 834 996 12 566 105 58 Nordea Bank Polska S.A. Annual Financial Statements 2011 25. Deposits from customers Specification Payable on demand Private individuals Business entities Public sector Sub-total Term deposits Private individuals Business entities Public sector Sub-total Interest Private individuals Business entities Public sector Sub-total Total 31/12/2011 PLN thousand 31/12/2010 1 458 161 2 593 834 338 129 4 390 124 1 304 337 2 521 334 362 945 4 188 616 2 258 435 6 352 653 236 053 8 847 141 1 525 507 3 586 729 120 959 5 233 195 13 546 40 421 631 54 598 7 318 31 284 259 38 861 13 291 863 9 460 672 Deposits from customers (by maturity) PLN thousand Specification Current accounts Up to and including 3 months From 3 months to and including 1 year From 1 year up to and including 5 years Over 5 years Total 31/12/2011 31/12/2010 4 390 124 7 289 689 1 513 589 74 446 24 015 4 188 616 4 236 708 973 293 42 268 19 787 13 291 863 9 460 672 Deposits from customers (by currency) PLN thousand Specification 31/12/2011 31/12/2010 PLN foreign currencies (converted into PLN) EUR USD CHF SEK GBP other 11 939 935 1 351 928 893 995 236 726 18 550 51 877 14 047 136 733 8 318 941 1 141 731 794 976 178 540 6 141 38 614 11 220 112 240 Total 13 291 863 9 460 672 26. Debt securities issued Specification 31/12/2011 PLN thousand 31/12/2010 Principal of Certificates of Deposit Unallocated discount 250 000 (1 902) 330 000 (4 861) Closing balance 248 098 325 139 59 Nordea Bank Polska S.A. Annual Financial Statements 2011 Debt securities issued (by maturity) PLN thousand Specification 31/12/2011 31/12/2010 Up to and including 3 months From 3 months up to and including 1 year 248 098 - 325 139 Total 248 098 325 139 27. Other liabilities PLN thousand Specification Interbank/Inter-branch settlements Other payable costs: - maintenance - awards - other Settlements of credit/payment cards Income taken in advance Public and legal settlements Sundry creditors Foreign currency intermediation Other Total 31/12/2011 31/12/2010 89 242 59 479 18 806 30 661 10 012 34 217 21 201 13 792 7 119 2 639 565 31 864 40 396 16 990 21 098 2 308 30 926 20 311 7 905 8 506 1 717 186 228 254 141 811 Other liabilities (by maturity) PLN thousand Specification Up to and including 3 months From 3 months to and including 1 year Total 31/12/2011 31/12/2010 144 574 83 680 228 254 139 347 2 464 141 811 28. Provisions PLN thousand Specification 31/12/2011 31/12/2011 Litigations 379 373 Total 379 373 60 Nordea Bank Polska S.A. Annual Financial Statements 2011 Change in provisions PLN thousand Specification 31/12/2011 Opening balance Establishment of provisions Litigations Utilisation of provisions Litigations Provisions for liabilities: - Staff provisions Reversals Litigations Provisions for liabilities Closing balance 31/12/2010 373 6 6 379 9 087 8 714 8 714 373 29. Subordinated liabilities Subordinated liabilities at 31/12/2011 (without interest) PLN thousand Nominal amount Currency Interest rate (%) Nordea Bank Finland 79 000 CHF 6M LIBOR + margin Maturity /redemption date 24.05.2017 Nordea Bank Finland 68 000 CHF 6M LIBOR + margin 28.01.2019 Specification Outstanding amount 287 031 247 064 Subordinated liabilities at 31/12/2010 (without interest) PLN thousand Nominal amount Currency Interest rate (%) Nordea Bank Finland 79 000 CHF 6M LIBOR + margin Maturity /redemption date 24.05.2017 Nordea Bank Finland 68 000 CHF 6M LIBOR + margin 28.01.2019 Specification Outstanding amount 249 948 215 145 The subordinated liability comprises loans received from Nordea Bank Finland on 24/05/2007 and 26/01/2009 with a 10-year term to maturity. The funds served the purpose of changing the structure of shareholder's equity and to increase the proportion of supplementary funds in the capital structure. The Bank received permission from the Financial Supervision Commission to include the amount of the loan into supplementary capital. 61 Nordea Bank Polska S.A. Annual Financial Statements 2011 Change in subordinated liabilities Specification 31/12/2011 PLN thousand 31/12/2010 Opening balance Increase (due to) - interest on subordinated loans - exchange differences Decrease (due to) 467 314 76 939 7 937 69 002 (7 624) 408 780 65 722 7 245 58 477 (7 188) - interest on subordinated loans - exchange differences (6 811) (813) (6 528) (660) 536 629 467 314 Closing balance of subordinated liabilities The subordinated liability consisting of the loans received on 24/05/2007 and on 26/01/2009 were calculated by using the average central bank rate quoted on the transaction day for CHF (NBP‟s average exchange rate to the CHF of 2.2996 and 2.9466, respectively). At the end of the reporting period (31/12/2011) the average NBP rate for CHF was 3.6333, which generated considerable exchange differences. 30. Equity Equity (shareholders‟ funds) comprises capitals and funds established by the Bank in accordance with the law, statutory acts and the Bank‟s Statutes. The Bank's equity is comprised of: 1. Share capital, which is the equivalent of the nominal value of the issued shares, consistent with the Bank's Statutes and the registration entry in the National Court Register. 2. Supplementary capital established from the share premium and from profit appropriations. Supplementary capital is used to cover any balance-sheet losses that might result from the Bank's activities. 3. Reserve capital is established from profit appropriations. 4. Retained earnings – not distributed by the shareholders. 5. Net profit for the year. 62 Nordea Bank Polska S.A. Annual Financial Statements 2011 Share capital The total number of shares at 31/12/2011 was 55,498,700 (31/12/2010 – 55,498,700) with a nominal value of PLN 5 each (2010: PLN 5 each). All the issued shares have been fully paid up. The structure of the share capital of Nordea Bank Polska S.A at 31/12/2011 was as follows: REGISTERED SHARE CAPITAL (STRUCTURE) Series / issue Series/ issue Series/ issue Series/ issue Series/ issue Series/ issue Series/ issue Series/ issue Series/ issue A Bearer Ordinary - 239 300 1 196 500 cash 21/11/1991 01/01/1995 B Bearer Ordinary - 409 900 2 049 500 cash 01/01/1995 547 800 cash and contributio 2 739 000 ns-in-kind 30/11/1992 07/01/1994 1rst tranche 31/05/1995 2nd tranche 4 515 000 cash 07/01/1994 1rst tranche 31/05/1995 2nd tranche 01/01/1995 cash CI Bearer Ordinary - CO Bearer Ordinary - 903 000 D Bearer Ordinary - 73 700 368 500 E Bearer Ordinary - 1 100 000 5 500 000 G Bearer Ordinary - H Bearer Ordinary - I Bearer Ordinary J Bearer K Registered L M 01/01/1995 31/05/1995 01/01/1995 31/05/1996 10/07/1996 2 140 853 cash cash and contributio 10 704 265 ns-in-kind 29/10/1999 01/01/1999 4 010 780 20 053 900 cash 09/10/2000 01/01/2000 - 7 500 000 37 500 000 09/03/2002 01/01/2002 Ordinary - 16 692 500 83 462 500 cash assets of acquired company 30/06/2003 01/01/2002 Ordinary - 11 800 000 59 000 000 08/11/2007 01/01/2007 Bearer Ordinary - cash Contributi on in-kind 04/04/2008 01/01/2007 Bearer Ordinary Cash 30/07/2010 01/01/2010 100 867 504 335 9 980 000 49 900 000 55 498 700 Total number of shares 277 493 500 Registered share capital, total Nominal value of one share (PLN) = 5 Shareholders holding at least 5% of the total number of voting rights at the General Meeting of Shareholders and of the share capital of Nordea Bank Polska S.A.: Shareholder Nordea Bank AB (publ) Shareholder Nordea Bank AB (publ) 31/12/2011 Total number of votes: 55,498,700 Total number of shares: 55,498,700 No. of votes % of votes at GMS No. of shares Share in capital 55,061,403 99.21% 55,061,403 99.21% 31/12/2010 Total number of votes: 55.498.700 Total number of shares: 55.498.700 No. of votes % of votes at GMS No. of shares Share in capital 55,061,403 99.21% 55,061,403 99.21% 63 Nordea Bank Polska S.A. Annual Financial Statements 2011 31. Classification of financial instruments Loans and receivables Financial assets Financial assets designated at initial held for trading recognition as at fair value through profit or loss Measurement Measurement technique using technique using some data not data from active Quoted prices in coming from an market active market active market but estimated by the (level 2) (level 1) bank (level 3) ASSETS 31/12/2011 Non-financial assets PLN thousand Total Cash and balances with central bank Loans and advances to banks 283 229 - - - 1 021 025 - 1 021 025 283 229 Loans and advances to customers Financial assets at fair value through profit or loss 27 584 938 - - - - 27 584 938 - 4 759 368 1 343 130 474 - 6 102 972 Intangible assets - - - - 48 071 48 071 Property, plant and equipment - - - - 177 461 177 461 Deferred tax assets - - - - 60 710 60 710 Other assets - - - - 46 711 46 711 27 868 167 4 758 368 1 343 130 474 1 353 978 35 325 117 TOTAL ASSETS 64 Nordea Bank Polska S.A. Annual Financial Statements 2011 LIABILITIES 31/12/2010 Financial liabilities at Financial liabilities amortised cost held for trading Measurement technique based on active market data (level 2) Non-financial liabilities PLN thousand Total Deposits from banks 18 834 996 - - 18 834 996 Deposits from customers 13 291 863 - - 13 291 863 248 098 - - 248 098 Financial liabilities at fair value through profit or loss - 36 452 - 36 452 Other liabilities - - 228 254 228 254 536 629 - - 536 629 - - 379 379 32 911 586 36 452 228 633 33 176 671 Share capital - - 277 494 277 494 Other capital - - 1 573 832 1 573 832 Retained earnings and profit for the year - - 297 120 297 120 32 911 586 36 452 2 148 446 2 377 079 2 148 446 35 325 117 Debt securities issued Subordinated liabilities Provisions TOTAL LIABILITIES TOTAL SHAREHOLDERS‟ EQUITY TOTAL LIABILITIES AND EQUITY 65 Nordea Bank Polska S.A. Annual Financial Statements 2011 Loans and receivables Financial assets Financial assets designated at initial held for trading recognition as at fair value through profit or loss Measurement technique using Measurement some data not technique using coming from an data from active Quoted prices in active market but market active market estimated by the (level 2) (level 1) bank (level 3) ASSETS 31/12/2010 Cash and balances with central bank Non-financial assets PLN thousand Total - - - - 757 518 757 518 839 607 - - - - 839 607 20 718 093 - - - - 20 718 093 - 1 165 529 1 074 185 568 - 2 240 282 Intangible assets - - - - 44 689 44 689 Property, plant and equipment - - - - 158 217 158 217 Deferred tax assets - - - - 43 763 43 763 Other assets - - - - 30 197 30 197 Loans and advances to banks Loans and advances to customers Financial assets at fair value through profit or loss TOTAL ASSETS 21 557 700 1 165 529 1 074 185 568 1 034 384 24 832 366 66 Nordea Bank Polska S.A. Annual Financial Statements 2011 Financial liabilities at Financial liabilities amortised cost held for trading Deposits from customers PLN thousand Total Measurement technique using data from active market (level 2) LIABILITIES 31/12/2010 Deposits from banks Non-financial liabilities 12 566 105 - - 12 566 105 9 460 672 - - 9 460 672 325 139 - - 325 139 - 19 587 - 19 587 Debt securities issued Financial liabilities at fair value through profit or loss Other liabilities - - 141 811 141 811 467 314 - - 467 314 - - 373 373 19 587 - 142 184 22 981 001 Share capital 22 819 230 - 277 494 277 494 Other capital - - 1 314 534 1 314 534 Retained earnings and profit for the year - - 259 337 259 337 22 819 230 19 587 1 851 365 1 993 549 1 851 365 24 832 366 Subordinated liabilities Reserves TOTAL LIABILITIES TOTAL SHAREHOLDERS‟ EQUITY TOTAL LIABILITIES AND EQUITY In determining the fair value of financial assets/liabilities in accordance with IAS 39 the Bank classified financial assets and financial liabilities to the following categories, depending on the measurement techniques used: - level 1 – quoted prices in active market - level 2 – measurement technique using data from an active market - level 3 – measurement technique using some data not coming from an active market but estimated by the bank. 67 Nordea Bank Polska S.A. Annual Financial Statements 2011 32. Management of equity The process of management of the Bank‟s equity meets the regulatory requirements, in particular the 1 provisions of resolution No 258/2011 of the Banking Supervision Committee dated 04.10.2011 The Bank calculates the regulatory capital requirement on the basis of the provisions of Resolution No 76/2010 of the Banking Supervision Committee dated 10/03/2010 2 (as amended), using the standardised approach for credit risk and the basic indicator approach (BIA) for operating risk. The Bank analyzes regulatory capital based on a division into two subclasses: - Tier 1 capital: the bank‟s core funds (including reserve capital/fund), general risk fund for unidentified risk inherent in banking operations, other core funds of the Bank, short term capital and items that reduce the core funds; - Tier 2 capital: components of supplementary own funds, additional items of supplementary funds (including subordinated liabilities) and decreases in supplementary own funds. The Bank meets the requirement of maintaining the regulatory capital at a level not lower than the calculated capital requirement. This is reflected in the value of the capital adequacy ratio which is at a level not lower than 8%. In addition, the Bank analyses the dependence between the capital base and the risk incurred by the Bank so as to: - ensure a sufficient value of equity in order to cover the operational risk incurred by the Bank, taking into consideration the current situation and future expectations, - optimise the level of equity from the point of view of the ratio of expected profits to the estimated risk level, taking into account the principles set forth in the Bank‟s strategic goals, - optimise the structure of equity from the point of view of the ratio of expected profit to the estimated level of risk. The Bank has an equity policy approved by the Supervisory Board, based on which it fulfils its equity targets. In order to monitor the accomplishment of the goals, the Bank calculates the capital requirements in two ways: determining the regulatory capital requirement and determining the internal capital requirement based on the Bank‟s own methodology. Both the calculations serve the purpose of optimising return on equity ratio and of fulfilling the regulatory requirements. The Bank‟s equity cannot be lower than the regulatory capital requirement. The Bank‟s internal processes ensure absolute compliance with this principle. In its capital policy, the Bank sets internal limits at the minimum level for the solvency ratio. 1 „in respect of specific rules of functioning of the system of risk management and the system of internal control and the specific conditions of assessing internal capital and reviewing the process of assessment and maintenance of internal capital and the rules of formulation of the policy of variable salary components for persons holding managerial positions in banks ” 2 in respect of the scope and specific rules of determining the capital requirements in relation to particular types of risk.” 68 Nordea Bank Polska S.A. Annual Financial Statements 2011 The Bank‟s equity should not be lower than the internal capital calculated on the basis of the Bank‟s own methodology. Thus, if the internal capital requirement is bigger than the regulatory capital requirement, the amount of internal capital requirement becomes the binding minimum capital requirement. In order to determine the internal capital requirement, the Bank uses an internal methodology for calculating Economic Capital for all types of risk that the Bank deems significant. 33. Fair Value Fair value of financial assets and financial liabilities Fair value is the amount for which an asset may be exchanged or a liability settled between knowledgeable and willing parties in an arm‟s length transaction other than a forced sale or liquidation. It is best reflected by a quoted market price, if available. Detailed below is a summary of the carrying amounts and fair values of each class of assets and liabilities that are not presented in the statement of financial position at their fair value. Fair value: 31/12/2011 Specification Financial assets Loans and advances to banks Loans and advances to customers Financial liabilities Deposits from banks Deposits from customers Debt securities issued Subordinated liabilities Fair value: Carrying amount PLN thousand Fair value 283 229 27 584 938 283 229 27 139 442 18 834 996 13 291 863 18 659 977 13 291 863 248 098 536 629 248 098 536 629 31/12/2010 Specification Financial assets Loans and advances to banks Loans and advances to customers Financial liabilities Deposits from banks Deposits from customers Debt securities issued Subordinated liabilities Carrying amount PLN thousand Fair value 839 607 20 718 093 839 607 20 121 156 12 566 105 9 460 672 325 139 467 314 12 354 681 9 460 672 325 139 467 314 69 Nordea Bank Polska S.A. Annual Financial Statements 2011 Fair value measurement The following is a summary of the main methods and assumptions used for the measurement of the fair value of the financial instruments specified in the table above. In the case of short-term financial assets and liabilities, it is assumed that their carrying value is approximately equal to their fair value Loans and advances to banks: It is assumed that the fair value of loans and advances to banks does not differ significantly from their carrying amount due to the short term of the transactions. Loans and advances to customers: They are reported by the Bank net of impairment allowances. The fair value is calculated as the discounted value of future payments of the principal and interest. It is assumed that loans and advances will be amortised on the a greed dates. Regarding loans and advances to customers carrying interest at a variable rate, loans and advances falling due within 1 year and impaired loans and advances, it is assumed that their carrying amount does not differ materially from their fair value unless there has been a material change in the borrower‟s credit risk. The estimated fair value of loans and advances reflects a change in the level of credit risk since the making of the loan or advance and changes in interest rates in the case of f ixed-rate loans. Deposits from banks and customers: As regards demand deposits and deposits of unspecified maturity, the fair value is assumed to be the amount that would be paid on demand at the end of the reporting period. The fair value of deposits with a fixed maturity is assessed on the basis of cash flows discounted with the current interest rates for deposits of similar maturities. Regarding variable-rate deposits, it is assumed that their fair value does not differ materially from their carrying amount. In the case of fixed-rate deposits with terms to maturity up to and including 3 months, it is assumed that their fair value does not differ materially from their carrying amount. As fixed-rate term deposits with maturities over 3 months represent a small percentage of the total deposit portfolio, it is assumed that a fair value adjustment of such deposit is immaterial to the whole deposit portfolio. The fair value of debt securities in issue was estimated on the basis of the analysis of future cash flow by observing the market at the reporting date. Subordinated liabilities have been estimated on the basis of an analysis of the mechanisms of future cash flows. 70 Nordea Bank Polska S.A. Annual Financial Statements 2011 34. Contingent Liabilities Contingent credit commitments The Bank made commitments to grant credit. Such commitments comprise approved loans, credit card limits and overdrafts. The term of credit commitments does not exceed the usual time of credit application processing and loan disbursement, i.e. from one to three months. The Bank issues guarantees and letters of credit warranting that its customers will meet their obligations towards third persons. Such contracts have specific limits and they are usually concluded for up to five years. Contract expiry dates do not cumulate in any one period. The value of contractual contingent commitments broken down into categories is presented in the table below. The value of guarantees and letters of credit presented therein reflects the maximum possible loss that would be disclosed as at the balance-sheet date if customers did not fulfil all of their obligations. PLN thousand Specification Contingent liabilities granted to customers a) related to funding including: - letters of credit - credit lines - underwriting of securities issued 31/12/2011 31/12/2010 b) guarantees Contingent liabilities received from customers a) related to funding b) guarantees 7 136 022 5 954 554 61 917 5 092 279 800 358 1 181 468 8 530 694 7 440 129 1 090 565 7 220 041 5 330 508 42 077 4 568 338 719 030 1 889 533 5 997 600 4 586 312 1 411 288 Liabilities under of FX transactions and nominal amounts of derivative transactions FX Spot transactions - Purchased amount - Sold amount Derivative forward transactions a) SWAP - Purchased amount - Sold amount b) FORWARD - Purchased amount - Sold amount c) IRS - Purchased amount - Sold amount d) CIRS - Purchased amount - Sold amount e) Currency options - Purchased amount - Sold amount 6 681 666 520 454 259 439 261 015 6 161 212 3 590 019 1 836 739 1 753 280 1 467 782 734 300 733 482 941 430 470 715 470 715 149 883 74 853 75 030 12 098 6 049 6 049 3 121 885 254 853 127 474 127 379 2 867 032 1 046 607 523 466 523 141 1 286 774 641 207 645 567 509 114 254 557 254 557 12 153 6 062 6 091 12 384 6 192 6 192 22 348 382 16 339 526 Total 71 Nordea Bank Polska S.A. Annual Financial Statements 2011 The above contingent commitments bear an off-balance sheet credit risk, as only commitment commissions and provisions for probable losses are disclosed in the statement of financial position until a commitment is met or expires. Many contingent commitments will expire before they are fully or partially paid out. Therefore, their values do not reflect expected future cash flows. Financial instruments with embedded derivatives The Bank offers a Dual-Currency Deposit which contains an embedded derivative instrument (an FX option issued by the customer). The deposit is constructed in such a way that in the event of a specified change of the exchange rate, the principal amount is returned in the second currency (in an amount calculated at the exchange rate determined at the inception of the transaction). The embedded option is booked and reported separately. Details on credit risk concentration, including the credit risk resulting from contingent liabilities, as well as the Bank‟s policy concerning credit collateral were presented in n ote 5. Litigations In 2011 there were certain proceedings concerning Nordea Bank Polska S.A‟s liabilities instituted or pending before courts, arbitration authorities or public administration bodies. The total value of such proceedings, as at 31/12/2011 did not exceed the threshold of 10% of the Bank‟s equity. 35. Assets pledged for collateral Specification 1) State Treasury bonds collateralized for the BFG Fund 3) State Treasury bonds collateralized for BZ WBK S.A 31/12/2011 81 891 39 408 PLN thousand 31/12/2010 43 192 40 542 1) Bank Guarantee Fund - pursuant to Articles 25 and 26 of the Bank Guarantee Fund Act, entities are obliged to establish a guaranteed fund in an amount defined in the relevant resolution of the Bank Guarantee Fund. The basis is the sum of funds accumulated in the Bank in all the accounts constituting the basis of calculation of the mandatory reserve (Treasury bonds blocked for the Bank Guarantee Fund: 80 000 bonds having the total nominal value of PLN 80.000 thousand). In the comparable period, as at 31/12/2010 , the Fund of Money Guaranteed by the BFG was secured with Treasury Bonds blocked for the Bank Guarantee Fund: 42.800 units with the total nominal value of PLN 43.000 thousand. 2) Treasury bills frozen for the benefit of BZ WBK S.A.: 40 000 bills having the total nominal value of PLN 40.000 thousand (in comparable period 40 000 bills having the total nominal value of PLN 40 million) guarantee transactions made by Bank‟s customers with VSA Cards. 72 Nordea Bank Polska S.A. Annual Financial Statements 2011 36. Operating lease Lease payments resulting from irrevocable operating lease are specified below: Expenses due to irrevocable operating lease Under one year From one year to five years Over five years Total 31/12/2011 82 704 174 369 36 392 293 465 Income from irrevocable operating lease 31/12/2011 1 176 2 703 Under one year From one year to five years Over five years Total 3 879 PLN thousand 31/12/2010 83 543 166 387 23 573 273 503 PLN thousand 31/12/2010 1 043 2 999 396 4 438 The Bank leases office space under operating lease contracts. A majority of contracts are concluded for 5 to 10 years with an extension option thereafter. The Bank also leases cars, photocopying machines, ATMs, terminals and servers under operating lease contracts. These are standard contracts concluded for 3 to 5 years. The costs of operating lease in 2011 and 2010 amounted to PLN: 96,985 thousand and PLN 71,513 thousand respectively. The operating lease revenues in 2011 and 2010 amounted to PLN 1,727 thousand and PLN 1,039 thousand respectively. They related to leased office space owned by the Bank. A major part of the contracts were concluded for a term of up to 5 years. Lease payments are indexed on an annual basis so that their value reflects market rent rates. None of the lease contracts provides for any contingent payments. . 73 Nordea Bank Polska S.A. Annual Financial Statements 2011 37. Statement of cash flows – supplementary information For the purpose of the statement of cash flows, cash and cash equivalents comprise balances with maturities shorter than 3 months. PLN thousand Specification Cash and balances with central bank NBP bills Current accounts with other banks Term deposits with other banks (by original maturity) Total 31/12/2011 31/12/2010 1 021 025 4 636 344 283 229 - 757 511 1 149 218 273 352 566 229 5 940 598 2 746 310 Cash flows in operating activities comprise mainly the core business of the Bank. i.e. lending. deposit and foreign exchange transactions. Therefore, it is a consequence of economic events that the Bank was a participant of, which are accounted for while assessing the net profit or loss. The Bank draws up a statement concerning cash flow in operating activities applying the indirect method, under which the net result of a given reporting period is adjusted for any non-cash consequences of transactions, for any prepayments and accruals related to future or past inflows or cash payments related to operating activities, as well as income and costs related to the cash flow in investing activities. Investing activities comprise the purchase and sale of investment securities, non-current assets since this type of cash flow reflects expenditures made by the Bank to achieve specific benefits in the future. Financing activities comprise cash flows resulting from repayment of loans taken out by the Bank to finance its activities, issuance of debt securities. 74 Nordea Bank Polska S.A. Annual Financial Statements 2011 38. Related parties Parties related to Nordea Bank Polska S.A. at 31/12/2011: - The majority shareholder (parent company) - Nordea Bank AB (publ), Stockholm (99.21%) - Entities related by way of organization (other members of the Nordea Group): - The members of the Management Board (as at 31/12/2011): Sławomir Żygowski – 1st Vice President of Management Board – Deputy President Agnieszka Domaradzka – Vice President of Management Board Jacek Kalisz – Vice President of Management Board Tomasz Misiak – Vice President of Management Board Bohdan Tillack – Vice President of Management Board The President of the Management Board - Włodzimierz Kiciński handed in his resignation from the position of President of the Management Board of Nordea Bank Polska S.A. effective as of 10 November 2011. Members of the Supervisory Board (as at 31/12/2011): Wojciech Rybowski – Chairman of Supervisory Board Thomad Neckmar- Vice Chairman of Supervisory Board until 05/09/2011 Ossi Leikola – Vice Chairman of Supervisory Board as of 08/09/2011 Maciej Dobrzyniecki - Member of Supervisory Board Marek Głuchowski – Member of Supervisory Board Asbjörn Höyheim – Member of Supervisory Board Eugeniusz Kwiatkowski - Member of Supervisory Board Emilia Osewska-Mądry - Member of Supervisory Board Rauno Päivinen - Member of Supervisory Board Esa Tuomi - Member of Supervisory Board Jacek Wańkowicz – Member of Supervisory Board Henrik Bernhard Winther - Member of Supervisory Board On 5 September 2011, the Extraordinary General Meeting of Shareholders of Nordea Bank Polska SA passed resolutions in respect of a change in the composition of the Bank‟s Supervisory Board consisting in the recalling of Mr Thomas Neckmar and appointment of Mr Ossi Leikola in his place. Mr Ossi Leikola replaced Mr Thomas Neckmar in the position of Vice Chairman of the Supervisory Board of the Bank, effective as of 08/09/2011. Related party disclosures Transactions with related parties are of deposit/credit character and remain within the scope of the Bank‟s current operating activity. They are mainly loans, deposits, foreign exchange transactions and guarantees. 75 Nordea Bank Polska S.A. Annual Financial Statements 2011 Items concerning related parties in the Statement of Financial Position: Receivables 31/12/2011 Loans and advances to banks Loans and advances to customers Derivative financial instruments Other banking assets TOTAL Receivables 31/12/2010 with Parent company 41 949 800 42 749 Loans and advances to banks Loans and advances to customers Derivative financial instruments 5 865 - with entities related by organization (other Nordea Group companies) 818 131 147 009 6 343 Other banking assets TOTAL 35 5 900 127 971 610 Liabilities 31/12/2011 Deposits from banks Deposits from customers Derivative financial instruments Supplementary funds (subordinated loan) Other liabilities TOTAL Liabilities 31/12/2010 Deposits from banks Deposits from customers Derivative financial instruments Supplementary funds (subordinated loan) Other liabilities TOTAL with Parent company with entities related by organization (other Nordea Group companies) 219 685 309 429 88 491 2 461 620 066 with Parent company 8 961 - with entities related by organization (other Nordea Group companies) 18 604 204 1 223 885 33 630 8 961 536 629 20 398 348 with Parent company 512 516 - with entities related by organization (other Nordea Group companies) 11 364 755 1 128 198 15 491 512 516 467 398 51 12 975 893 PLN thousand Total 31/12/2011 261 634 309 429 88 491 3 261 662 815 PLN thousand Total 31/12/2010 823 996 147 009 6 343 162 977 510 PLN thousand Total 31/12/2011 18 613 165 1 223 885 33 630 536 629 20 407 309 PLN thousand Total 31/12/2010 11 877 271 1 128 198 15 491 467 398 51 13 488 409 76 Nordea Bank Polska S.A. Annual Financial Statements 2011 Bank’s off-balance sheet items concerning related parties: 31/12/2011 Contingent liabilities granted a) related to funding b) related to guarantees Contingent liabilities received a) related to funding b) related to guarantees Liabilities related to the execution of sale/purchase transactions Spot currency transactions Derivative transactions- forward a) SWAP b) FORWARD c) Currency options d) IRS and CIRS Other a) Underwriting of securities issued Total with Parent company 6 473 6 473 2 890 496 2 731 684 158 812 with entities related by organization (other Nordea Group companies) 274 472 45 926 228 546 1 263 024 343 223 919 801 5 368 670 492 759 4 875 911 3 590 019 734 275 6 049 545 568 6 906 166 2 896 969 PLN thousand Total 31/12/2011 280 945 45 926 235 019 4 153 520 3 074 907 1 078 613 5 368 670 492 759 4 875 911 3 590 019 734 275 6 049 545 568 9 803 135 Bank’s off-balance sheet items concerning related parties: 31/12/2010 Contingent liabilities granted a) related to funding b) related to guarantees Contingent liabilities received a) related to funding b) related to guarantees Liabilities related to the execution of sale/purchase transactions Spot currency transactions Derivative term transactions a) SWAP b) FORWARD c) Currency options d) IRS and CIRS Other a) Underwriting of securities issued Total with Parent company with entities related by organization (other Nordea Group companies) PLN thousand Total 31/12/2010 40 378 40 378 2 559 167 2 449 350 109 817 393 759 1 000 392 759 1 414 931 307 749 1 107 182 434 137 1 000 433 137 3 974 098 2 757 099 1 216 999 2 599 545 2 328 788 251 743 2 077 045 1 286 774 523 460 6 192 260 619 4 137 478 2 328 788 251 743 2 077 045 1 286 774 523 460 6 192 260 619 6 737 023 77 Nordea Bank Polska S.A. Annual Financial Statements 2011 Items of the Income statement with related parties: 01/01/2011 31/12/2011 Other operating income Commission income Interest income Other operating expenses Commission expenses Administrative expenses Interest expenses Result on derivative instruments TOTAL with Parent company 846 698 378 (159) (161) (1 313) 289 with entities related by organization (other Nordea Group companies) 13 318 24 093 12 469 (2 015) (2 396) (219) (114 654) 60 754 (8 650) PLN thousand Total 14 164 24 791 12 847 (2 015) (2 555) (380) (115 967) 60 754 (8 361) Items of the Income statement with related parties: 01/01/2010 31/12/2010 Other operating income Commission income Interest income Other operating expenses Commission expenses Administrative expenses Interest expenses Result on derivative instruments TOTAL with Parent company 682 585 7 (67) (116) (3 298) (2 207) with entities related by organization (other Nordea Group companies) 9 343 19 892 5 917 (1 837) (2 231) (55) (76 095) (6 803) (51 869) PLN thousand Total 10 025 20 477 5 924 (1 837) (2 298) (171) (79 393) (6 803) (54 076) Transactions with executive managers and supervising directors Loans and advances made to executive managers and supervising directors of the Bank. PLN thousand Specification 31/12/2011 Management Board Supervisory Board Total 31/12/2010 3 599 3 889 783 937 4 382 4 826 *Excluding interest. The total amount of salaries and awards paid or due to executive managers and supervising directors and due to positions held in governing bodies of subsidiaries. Salaries, awards and benefits paid or due to executive managers and supervising directors broken down by components for each group separately (in thousand of PLN): 78 Nordea Bank Polska S.A. Annual Financial Statements 2011 Management Board: Salary components Basic salary From 01/01/2011 to 31/12/2011 9 906 PLN thousand From 01/01/2010 to 31/12/2010 4 464 46 48 926 1 002 Additional pay Bonuses Fringe benefits Vacation pay Sick pay Total 36 36 250 - 15 15 11 179 5 565 The figures stated above include also the remuneration, awards or other benefits paid to Mr Włodzimierz Kiciński, who held the position of President of the Management Board until 10/11/2011. Supervisory Board: PLN thousand Components of remuneration From 01/01/2010 to 31/12/2010 From 01/01/2009 to 31/12/2009 Basic salary 427 390 Total 427 390 Information about the amount of salary and bonuses paid or due to persons managing or supervising the bank, separately for each person, have been presented in section 14 of the Nordea Bank Polska S.A. 2011 Management Board Report. 39. Share-based payment programme In the years 2007- 2011 the parent company, Nordea Bank AB (NBAB), issued Share-based Payment Programs called "Long Term Incentive Program 2007-2011 in which senior executives of Nordea Bank Polska are invited to participate. The program participants will take ownership of NBAB shares if certain performance criteria are met. In 2011 an expense of PLN 438 thousand (2010:PLN 564 thousand) was recognised in the income statement of the Bank with a corresponding entry in equity. PLN thousand Conditional Rights LTIP 2011 Granted Outstanding at end of year - of which currently exercisable Matching Share Performance Performance Share I Share II 8 901 8 901 17 802 17 802 8 901 8 901 - - - 79 Nordea Bank Polska S.A. Annual Financial Statements 2011 PLN thousand Conditional Rights LTIP 2010 2011 Matching Share Outstanding at the beginning of year Granted Forfeited Outstanding at the beginning of year - of which currently exercisable 2010 Performance Share I Performance Share II 8 863 (1 401) 17 726 (2 802) 8 863 (1 401) 8 863 - 17 726 - 8 863 - 7 462 14 924 7 462 8 863 17 726 8 863 - - Matching Share Performance Performance Share I Share II PLN thousand Conditional Rights LTIP 2009 2011 A-rights Outstanding at the beginning of year Outstanding at end of year -of which currently exercisable B-C-rights D-rights A-rights B-C-rights D-rights 9 531 9 531 3 812 9 531 19 062 9 531 - - - - (9 531) (5 719) (1 000) (1 000) (400) - - - 8 531 8 531 3 412 9 531 9 531 3 812 8 531 8 531 3 412 - - - Granted Forfeited Exercised 2010 PLN thousand Conditional Rights LTIP 2008 2011 A-rights Outstanding at the beginning of year Forfeited Exercised Outstanding at end of year -of which currently exercisable 2010 B-C-rights D-rights A-rights B-C-rights D-rights 4 876 - 4 876 - 3 901 - 4 876 - 4 876 - 3 901 - 4 876 4 876 3 901 4 876 4 876 3 901 4 876 4 876 3 901 - - - PLN thousand Conditional Rights LTIP 2007 Outstanding at the beginning of year Forfeited Exercised Outstanding at end of year -of which currently exercisable 2011 B-C-rights A-rights D-rights 2010 B-C-rights A-rights D-rights 4 284 (4 284) 1 424 (1 424) 4 156 (4 156) 4 284 - 1 424 - 4 156 - - - - 4 284 1 424 4 156 - - - - - - 80 Nordea Bank Polska S.A. Annual Financial Statements 2011 Long-Term Incentive Programmes Participation in the Long-Term Incentive Programmes (LTIPs) requires that the participants take direct ownership by investing in Nordea shares. LTIP 2011 Matching Share Ordinary share per right Exercise price, EUR Grant date Vesting period, months Contractual life, months First day of exercise Fair value at grant date, EUR 1,00 13 May 2011 36 months 36 months April/May 2014 8,21 Performance Share I 1,00 13 May 2011 36 months 36 months April/May 2014 8,21 Performance Share II 1,00 13 May 2011 36 months 36 months April/May 2014 2,97 81 Nordea Bank Polska S.A. Annual Financial Statements 2011 LTIP 2010 Performance Share I Matching Share LTIP 2009 Performance Share II A-rights B-C-rights D-rights 1,00 1,00 1,00 1,00 1,00 1,00 - - - 0,77 0,38 0,38 13 May 2010 13 May 2010 13 May 2010 14 May 2009 14 May 2009 14 May 2009 Vesting period, months 36 months 36 months 36 months 24 months 25 months 24 months Contractual life, months 36 months 36 months 36 months 48 months 48 months 48 months April/May 2013 April/May 2013 April/May 2013 29 April 2011 29 April 2011 29 April 2011 6,75 6,75 2,45 4,66 5,01 1,75 Ordinary share per right Exercise price, EUR Grant date First day of exercise Fair value at grant date, EUR LTIP 2008 A-rights 1 B-C-rights LTIP 2007 D-rights A-rights 1 B-C-rights D-rights Ordinary share per right 1,30 1,30 1,30 1,30 1,30 1,30 Exercise price, EUR 2,30 1,53 1,53 2,53 1,00 1,00 13 May 2008 13 May 2008 13 May 2008 17 May 2007 17 May 2007 17 May 2007 Vesting period, months 24 months 24 months 24 months 24 months 24 months 24 months Contractual life, months 48 months 48 months 48 months 48 months 48 months 48 months 29 April 2010 29 April 2010 29 April 2010 30 April 2009 30 April 2009 30 April 2009 7,53 8,45 4,14 8,76 10,49 7,76 Grant date First day of exercise Fair value at grant date, EUR 1 The new rights issue, which was resolved on an extra ordinary general meeting on 12 March 2009, triggered recalculations of some of the parameters in LTIP 2007 and LTIP 2008, in accordance with the agreements of the programmes. The recalculations were performed with the purpose of putting the participants in an equivalent financial position as the one being at hand immediately prior to the new rights issue.. 82 Nordea Bank Polska S.A. Annual Financial Statements 2011 Conditions and requirements For each ordinary share the participants lock in to the LTIPs, they are granted a conditional A-right/Matching Share to acquire or receive ordinary shares based on continued employment and the conditional B-D-rights/Performance Share I and II to acquire or receive additional ordinary shares based on fulfilment of certain performance conditions. The performance conditions for B- and C-rights and for Performance Share I comprise a target growth in risk adjusted profit per share (RAPPS). Should the reported earnings per share (EPS) be lower then a predetermined level the participants are not entitled to exercise any B- or C-rights or Performance Share I. The performance conditions for D-rights and Performance Share II are market related and comprise growth in total shareholder return (TSR) in comparison with a peer group's TSR. When the performance conditions are not fully fulfilled, the rights that are no longer exercisable are shown as forfeited in the previous tables, as well as shares forfeited due to participants leaving the Nordea Group. The exercise price for ordinary shares is adjusted for dividends, however never adjusted below a predetermined price. Furthermore the profit for each right is capped. LTIP 2011 LTIP 2010 LTIP 2009 LTIP 2008 LTIP 2007 Service condition, A-Drights/Matching Share/Performance Share I and II Employed within the Nordea Group during the three year vesting period. Employed within the Nordea Group during the three year vesting period. Employed within the Nordea Group during the two year vesting period. Employed within the Nordea Group during the two year vesting period. Employed within the Nordea Group during the two year vesting period. Performance condition, Brights/Performance Share I Compound Annual Growth Rate in RAPPS from year 2010 (base year) to and including year 2013. Full right to exercise will be obtained if the Compound Annual Growth Rate amount to or exceed 10%. Compound Annual Growth Rate in RAPPS from year 2009 (base year) to and including year 2012. Full right to exercise will be obtained if the Compound Annual Growth Rate amount to or exceed 9%. Increase in RAPPS 2009 compared to 2008. Full right to exercise was obtained if RAPPS increased by 8% or more. Increase in RAPPS 2008 compared to 2007. Full right to exercise was obtained if RAPPS increased by 12% or more. Increase in RAPPS 2007 compared to 2006. Full right to exercise was obtained if RAPPS increased by 15% or more. 83 Nordea Bank Polska S.A. Annual Financial Statements 2011 LTIP 2011 LTIP 2010 LTIP 2009 LTIP 2008 LTIP 2007 Performance condition, Brights - - Increase in RAPPS 2010 compared to 2009. Full right to exercise was obtained if RAPPS increased by 8% or more. Increase in RAPPS 2009 compared to 2008. Full right to exercise was obtained if RAPPS increased by 12% or more. Increase in RAPPS 2008 compared to 2007. Full right to exercise was obtained if RAPPS increased by 12% or more. EPS knock out, C-rights - - Reported EPS for 2010 lower than EUR 0.26. Reported EPS for 2009 lower than EUR 0.52. Reported EPS for 2008 lower than EUR 0.80. Performance conditions, Drights/Performance Share II TSR during 2011-2013 in comparison to a peer group. Full right to exercise will be obtained if Nordea is ranked number 1-5. TSR during 2010-2012 in comparison to a peer group. Full right to exercise will be obtained if Nordea is ranked number 1-5. TSR during 2009-2010 in comparison with a peer group. Full right to exercise was obtained if Nordea was ranked number 1. TSR during 2008-2009 in comparison with a peer group. Full right to exercise was obtained if Nordea was ranked number 1. TSR during 2007-2008 in comparison with a peer group. Full right to exercise was obtained if Nordea's TSR exceeded peer group index by 10 percentage points or more. Cap The market value of the allotted shares is capped to the participant's annual salary for year-end 2010 The market value of the allotted shares is capped to the participant's annual salary for yearend 2009. The profit per A-D-right is capped to EUR 9.59 per right. The profit per A-D-right is capped to EUR 21.87 per right. The profit per A-D-right is capped to EUR 19.18 per right. 84 Nordea Bank Polska S.A. Annual Financial Statements 2011 RAPPS for the financial year 2008 used for LTIP 2008 (C-rights) and LTIP 2009 (B-rights), RAPPS for the financial year 2009 used for LTIP 2009 (C-rights), EPS knock out in LTIP 2008 (C-rights) and LTIP 2009 (B- and C-rights) and the cap in LTIP 2009, LTIP 2008 and LTIP 2007 has been adjusted due to the financial effects of the new rights issue in 2009. Fair value calculations Fair value is determined on the basis of generally adopted measurement methods, taking into account the following input factors: Weighted average share price, EUR Right life, years Deduction of expected dividends Risk free rate, % Expected volatility, % LTIP 2011 LTIP 2010 LTIP 2009 LTIP 2008 LTIP 2007 8,39 6,88 5,79 11,08 12,23 3,0 3,0 2,5 2,5 3,0 Yes Yes No No Yes 1,48% 1,99% 1,84% 3,83% 4,20% 36% 40% 29% 21% 20% Expected volatility is based on historical values. As the exercise price (zero for LTIP 2010) is significantly below the share price at grant date, the value has a limited sensitivity to expected volatility and risk-free interest. The fair value calculations are also based on estimated early exercise behaviour during the programmes' exercise windows, however not applicable for LTIP 2010 and LTIP 2011. The value of the D-rights/Performance Share II are based on market related conditions and fulfilment of the TSR targets has been taken into consideration when calculating the right's fair value at grant. When calculating the impact from the TSR target it has been assumed that all possible outcomes have equal possibilities. 40. Events after the reporting period No events occurred after the reporting period that could have a material impact on these financial statements. 85 Nordea Bank Polska S.A. Annual Financial Statements 2011 Signatures of all the Members of the Management Board: -----------------------------------------------------------------------------------------------------------------------------------Date Name and surname Position/Function Signature ----------------------------------------------------------------------------------------------------------------------------- ------08-02-2012 Sławomir Żygowski 1st Vice President – Deputy President of the MB 08-02-2012 Agnieszka Domaradzka Vice President 08-02-2012 Jacek Kalisz Vice President 08-02-2012 Tomasz Misiak Vice President 08-02-2012 Bohdan Tillack Vice President 86