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 and 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 the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych, “KDPW”) adopted Resolution No. 789/15 on setting 30 November 2015 as the date for splitting 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.
As at 31 December 2020 and as at the date of publication of this report, PZU shareholders holding significant equity stakes were:
The data on the equity stakes held by funds managed by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. were provided in its notification received by PZU on 28 December 2020.
According to this notification, the said funds increased their shareholding in PZU as a result of a transaction executed on 16 December 2020, whereby they exceeded the 5% threshold of votes at the PZU Shareholder Meeting.
Moreover, according to the same notification, as a result of the transaction executed on 17 December 2020, NationaleNederlanden Otwarty Fundusz Emerytalny exceeded the 5% threshold of votes at the PZU Shareholder Meeting.
Source: Current Report 19/2019 (data rounded to the nearest integer)
Source: Current Report 38/2020 (data rounded to the nearest integer)
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 and did not issue any securities that would provide its shareholders with special control rights.
In 2013-2020, PZU did not have any employee stock programs in place.
All PZU shares are ordinary shares with no preferential rights attached to them, in particular no special control rights. However, certain rights have been granted to some PZU shareholders by the Company’s Articles of Association:
Moreover, according to § 16 sec. 5 of 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:
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.
Pursuant to 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.
As at the date of publication of this Activity Report, only Tomasz Kulik, Member of the PZU Management Board held PZU shares numbering 2,847, which the Company reported in current report 23/2018. No changes transpired from the date of conveying the 2019 consolidated financial statements (i.e. 12 March 2020) with respect to Members of the Management Board and Supervisory Board or Group Directors holding PZU shares or rights to shares.
The PZU Articles of Association contain no provisions restricting the transfer of the title to the issuer’s securities. Nor are there any other known limitations arising from documents other than the Articles of Association that would be applicable in this context, except for limitations resulting from generally applicable laws in precisely defined situations, in particular