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PL
The share capital of PZU is divided into 863,523,000 ordinary shares with the face value of PLN 0.10 each, giving right to 863,523,000 votes on the General Shareholders’ Meeting.
On 30 June 2015, the General Shareholders’ Meeting of PZU adopted the resolution on splitting all shares of PZU by decreasing the nominal value of each PZU share from PLN 1 to PLN 0.10 and increasing the number of PZU shares which constitute the share capital from 86,352,300 to 863,523,000. The split of shares was performed through the exchange of all shares in 1:10 ratio. The split of shares had no influence on the share capital of PZU.
On 3 November 2015, the District Court for the capital city of Warsaw, XII Economic Division of the National Court Register recorded the appropriate change to the By-laws of PZU.
On 24 November 2015, the Management Board of the National Depository for Securities adopted at the request of PZU a resolution No. 789/15 on determining the day of 30 November 2015 as the day of splitting 86,348,289 PZU shares with the face value of PLN 1 each to 863,482,890 PZU shares with the face value of PLN 0.10 each.
Therefore, the share capital of PZU is divided into 863,523,000 ordinary shares with the face value of PLN 0.10 each, giving right to 863,523,000 votes on the General Shareholders’ Meeting.
On 27 April 2016, a notice from the Ministry of Treasury was delivered to PZU that informed about a decrease in State Treasury’s share in the total number of votes and share capital of PZU. As per the above notice, that share amounted to 34.19% as at 31 March 2016.
As per the current report no. 17/2017, at the PZU SA Ordinary Shareholders’ Meeting that was opened on 18 January 2017 and continued on 8 February 2017, the following shareholders held the majority share packages: State Treasury that held 295 217 300 of shares, which constituted 34.19% of PZU share capital and translated into 295 217 300 votes at General Shareholders’ Meeting, and Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK that held 44 260 000 of shares, which constituted 5.13% of PZU share capital and translated into 44 260 000 votes at General Shareholders’ Meeting.
The Management Board of the Company has no knowledge about concluded agreements which may result in changes in the proportion of shares held by the shareholders.
PZU did not issue, redeem, or repay any debt or equity instruments that would provide its shareholders with special control rights.
From 2013 to 2016, no employee stock ownership plans existed in PZU.
In line with the PZU By-laws, the voting right of the shareholders is restricted in a way that none of them can exercise more than 10% of the total number of votes at PZU at the date of the General Shareholders’ Meeting, with the reservation that for the purpose of determining obligations of parties acquiring material blocks of shares provided for in the Act on Public Offering and the Act on Insurance Activity, such voting restrictions are considered non-existent. The voting right restriction does not apply to:
- shareholders who held shares entitling to more than 10% in the total number of votes in the Company as at the date of adopting a resolution of the General Shareholders’ Meeting;
- shareholders co-acting with shareholders defined in the point above based on agreements concerning joint voting rights attached to the shares.
For the purposes of voting rights restrictions, the votes of the shareholders being parent companies or subsidiaries will be added up in line with the principles specified in the By-laws.
In case of any interpretation doubts with respect to the voting restrictions, Article 65.2 of the Civil Code will apply.
In line with the PZU’s By-laws, the above voting restrictions will expire when a share of a shareholder who, at the date of adopting a resolution of the shareholders’ meeting introducing the restriction, held shares entitling him to more than 10% in the total number of votes in the Company, drops below 5% of the share capital.
Shares or rights to shares held by persons managing or supervising
Neither as at the date of conveying this Management Report, nor as the date of conveying the PZU Group Management Report for 2015 (i.e. 15 March 2016) did any of the members of the Management Board or the Supervisory Board or the Directors of the PZU Group hold any PZU shares or rights to PZU shares.
Votes from shares of PZU are not restricted.
PZU shareholding structure as st 31 December 2015
Source: current report no. 3/2016
PZU shareholding structure as at 31 December 2016
Source: current report no. 17/2017
