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PZU’s share capital and its shareholders; shares held by members of its governing bodies

Annual Report 2018 > CORPORATE GOVERNANCE > PZU’s share capital and its shareholders; shares held by members of its governing bodies
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Best Pratices in PZU

On 30 June 2015, PZU’s Ordinary Shareholder Meeting adopted a resolution to split all PZU shares by decreasing the par value of each PZU share from PLN 1 to PLN 0.10 and increasing the number of PZU shares making up the share capital from 86,352,300 to 863,523,000 shares. The split was effected by exchanging all the shares at a ratio of 1:10. The share split did not affect the amount of PZU’s share capital.

On 3 November 2015 the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register registered the pertinent amendment to PZU’s Articles of Association.

On 24 November 2015, at PZU’s request, the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A., “KDPW”) adopted Resolution No. 789/15 on setting 30 November 2015 as the date of a split of 86,348,289 PZU shares with a par value of PLN 1 each into 863,482,890 PZU shares with a par value of PLN 0.10 each.

Accordingly, PZU’s share capital is divided into 863,523,000 ordinary shares with a par value of PLN 0.10 each carrying the right to 863,523,000 votes at the Shareholder Meeting.

The State Treasury and the funds managed by Nationale- Nederlanden Powszechne Towarzystwo Emerytalne S.A. are PZU shareholders holding significant equity stakes in PZU: Nationale-Nederlanden Otwarty Fundusz Emerytalny („OFE”, Open-end Pension Fund) and Nationale-Nederlanden Dobrowolny Fundusz Emerytalny („DFE”, Voluntary Pension Fund).

The State Treasury holds 295,217,300 shares representing 34.19% of PZU’s share capital giving the right to 295,217,300 votes at the Shareholder Meeting.

A notification pertaining to movement in the equity stake held in PZU SA by the NN open-end pension fund and the NN voluntary pension fund was transmitted to PZU on 12 June 2018. This notification indicated that as a result of a transaction to buy PZU shares settled on 6 June 2018, OFE and DFE increased their shareholding in PZU to 43,456,903 shares, representing 5.03% of PZU’s share capital and giving it the right to 43,456,903 votes at Shareholder Meeting. On 28 June 2018, i.e. on the date of holding the PZU SA Ordinary Shareholder Meeting, NN OFE and NN DFE held a total of 43,825,000 shares, representing 5.0751% of PZU’s share capital and giving the right to 43,825,000 votes at the Shareholder Meeting.

The PZU Management Board does not have any information about executed agreements as a result of which changes may transpire in the future in the equity stakes held by its shareholders to date.

PZU did not issue, redeem or repay any debt or equity securities that would provide its shareholders with special control rights.

In 2013-2018, PZU did not have any employee share programs in place. 

PZU shareholder structure as at 31 December 2018

Source: current report no. 21/2018

PZU shareholder structure as at 31 December 2017

Source: current report no. 42/2017

According to the Articles of Association, the shareholders’ voting rights have been limited in such a manner that no shareholder may exercise more than 10% of the total number of votes in existence in PZU at its Shareholder Meeting on the date of holding a Shareholder Meeting subject to the reservation that for the purposes of determining the obligations of the buyers of significant equity stakes contemplated by the Act on Public Offerings and the Insurance Activity Act, such limitation of voting rights shall be deemed not to exist. The restriction on voting rights does not apply to the following:

  • shareholders who on the date of adopting the Shareholder Meeting resolution implementing this limitation were entitled to shares representing more than 10% of the total number of votes;
  • shareholders acting with the shareholders specified in the item above pursuant to executed agreements pertaining to jointly exercising the voting rights attached to shares. 

For the purpose of limiting voting rights, the votes of shareholders among whom there is a parent or subsidiary relationship are totaled in accordance with the rules described in the Articles of Association.

In the event of doubt, the provisions regarding the restriction on voting rights are subject to interpretation according to Article 65 § 2 of the Civil Code GLOSSARY.

In line with PZU’s Articles of Association, these voting restrictions will expire starting from the moment when the equity stake held by the shareholder who held shares giving the right to more than 10% of the total number of votes in PZU when the Shareholder Meeting adopted the resolution drops below 5% of the Company’s share capital.

Shares or rights to shares held by members of management or supervisory bodies and PZU Group Directors

As at the date of publication of this Activity Report, Tomasz Kulik, Member of the PZU Management Board held 2,847 PZU shares, which the Company reported in current report 23/2018. As at the date of the Activity Report for 2017 (i.e. 15 March 2018) none of the members of the Management Board or the Supervisory Board or the Directors of the Group held any PZU shares or rights thereto.

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