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Currently, PZU’s share capital is divided into 863,523,000 ordinary shares with the face value of PLN 0.10 each, giving in total the right to 863,523,000 votes at the shareholder meeting.
On 30 June 2015, PZU’s Ordinary Shareholder Meeting adopted a resolution to split all the 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 transpired by exchanging all the shares using a ratio of 1:10. The split of shares did not affect the amount of PZU’s share capital.
On 30 June 2015, the General Shareholders’ Meeting of PZU adopted the resolution on splitting all stocks of PZU by decreasing the nominal value of each PZU share from PLN 1 to PLN 0.1 and increasing the number of PZU shares which constitute the stocks 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 stocks 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.
In accordance with the current report No. 3/2016, on the Extraordinary General Shareholders’ Meeting of PZU on 7 January 2016 the shareholders of PZU with significant share packages were as follows: the State Treasury holding 297,420,578 shares, i.e. 34.44% of the share capital of PZU and the right to 297,420,578 votes at the General Shareholders’ Meeting, and Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK holding 49,156,660 shares, i.e. 5.69% of the share capital of PZU and the right to 49,156,660 votes at the General Shareholders’ Meeting.
There were no significant changes in the ownership structure of blocks of PZU shares in 2015.
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 2015, 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 restrictions do 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.
PZU shareholding structure as at 31.12.2014
PZU shareholding structure as at 31.12.2015
In line with the PZU’s By-laws, the above voting restrictions will expire starting from the moment 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.
