PZU’s Articles of Association may be amended by the Shareholder Meeting provided that a resolution is adopted by a majority of three fourths of the votes
the Polish Financial Supervision Authority’s approval is issued in the cases referred to in the Insurance and Reinsurance Activity Act and the amendments are entered in the National Court Register.
The Supervisory Board has the powers to approve the consolidated amended text.
PZU as a public company is obliged to inform the market about any amendments to the Articles of Association, adoption of the unified text, etc. in an appropriate current report.
Amendments to the PZU’s Articles of Association in 2022
Pursuant to resolution no. 44/2022 of the PZU’s Ordinary Shareholder Meeting dated 29 June 2022, the following amendments were made to the PZU’s Articles of Association to bring its provisions in line with rule 2.11 of the Best Practices of WSE Listed Companies 2021:
- The powers of the Shareholder Meeting include, among other things, adopting resolutions on the consideration and approval of the annual written report of the Supervisory Board for the past financial year;
- The competencies of the Supervisory Board include, among others, submitting to the Shareholder Meeting an annual written report of the Supervisory Board for the past financial year, taking into account in particular the results of the evaluation of the Management Board’s report on the PZU’s activity and the Management Board’s report on the PZU Group’s activity, as well as the financial statements of PZU and the consolidated financial statements of the PZU Group for the past financial year in terms of their compliance with the accounting ledgers and documents, as well as the facts, and evaluating the Management Board’s motions regarding profit distribution or loss coverage.
With the amendments, PZU’s Supervisory Board will prepare a single report, which will include the elements specified in the Best Practices of WSE Listed Companies 2021 and Article 382 § 3(1) of the Commercial Company Code.