Powers and method of operation of the Shareholder Meeting

The Shareholder Meeting is PZU’s highest corporate body. The powers of the Shareholder Meeting, the manner of convening and the rules of participation in the Shareholder Meeting are set forth in the Commercial Company Code, the PZU’s Articles of Association of and the Regulations of the Shareholder Meeting.

The contents of the Articles of Association and the Regulations are published on PZU's website in the Investors relations section at: https://www.pzu.pl/en/investor-relations/about-the-group/corporate-governance.

A Shareholder Meeting is held:

  • As an Ordinary Shareholder Meeting which should be held within six months from the end of each financial year;
  • As an Extraordinary Shareholder Meeting which is convened in cases specified in the generally applicable law and the Articles of Association.

The Shareholder Meeting is convened by the Management Board. The Supervisory Board may convene a Shareholder Meeting, including under the ordinary procedure if the Management Board fails to convene it within the statutory period, and under the extraordinary procedure if it deems it advisable. In cases specified in the Commercial Company Code, the right to convene an Extraordinary Shareholder Meeting or to request its convening is also vested in shareholders.

A duly convened Shareholder Meeting is deemed valid regardless of the number of attending shareholders.

The Shareholder Meeting is the body authorized to make decisions concerning issues related to the organization and operations of PZU. The powers of the Shareholder Meeting, in addition to those specified in the Commercial Company Code or the Articles of Association, include the adoption of resolutions concerning, among other things, the following:

  • distribution of profits or coverage of losses;
  • appointment and dismissal of Supervisory Board Members, subject to the personal right granted to the State Treasury to appoint and dismiss one Supervisory Board Member;
  • establishing the rules for remunerating Supervisory Board Members;
  • determining the rules for setting the compensation of the Management Board Members;
  • examination and approval of the Management Board’s report on the PZU’s activity and the Management Board’s report on the activity of the PZU Group and the PZU’s financial statements and consolidated financial statements of the PZU Group for the previous financial year and granting a discharge to individual Members of the PZU’s corporate bodies on the performance of their duties;
  • review of the Management Board’s report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services;
  • issuing an opinion on the report on compensation for Management Board and Supervisory Board Members;
  • establishing reserve capital accounts and making decisions on their allocation or manner of allocation;
  • acquisition or disposal by PZU of real property, perpetual usufruct or share in a real property or perpetual usufruct with a value exceeding the equivalent of the gross amount of EUR 30,000,000;
  • redemption of shares;
  • issue of bonds;

Resolutions of the Shareholder Meeting are adopted by an absolute majority of votes, except in cases provided for in the Commercial Company Code or the Articles of Association. Shareholder Meeting resolutions concerning, among other things, amendments to the Articles of Association or reduction in the share capital, require a three-fourths majority of votes. A majority of 90% of votes at the Shareholder Meeting is required to pass resolutions relating to, among other things, preference shares, liquidation, transformation or reduction in the share capital through the redemption of a portion of shares without a concurrent capital increase.

Resolutions are passed in an open ballot. A secret ballot is ordered in elections or on motions to dismiss Members of PZU bodies, in matters concerning their personal liability as well as in other personal matters or, excluding cases when voting by open ballot ensues from a statute, at the request of at least one of the shareholders attending or represented at the Shareholder Meeting.

Shareholder Meetings are held in Warsaw and convened by placing an announcement on PZU’s website in accordance with the method for providing current information. Such announcement is made not later than 26 days before the date of the Shareholder Meeting. The announcement and materials presented to shareholders (e.g. draft resolutions with justifications) are available on the date of convening the Shareholder Meeting on PZU’s corporate website in the Investors relations section under the Shareholder Meeting tab (https://www.pzu.pl/en/investor-relations/shares-and-bonds).

All the matters submitted by the Management Board to the Shareholder Meeting should be first presented to the Supervisory Board to be examined and get an opinion.

The Supervisory Board’s opinions are presented to the Shareholder Meeting no later than prior to the opening of the shareholder meeting along with other documents conveyed to the shareholders participating in the Shareholder Meeting and are available on the PZU’s website in the Investors relations section under the Shareholder Meeting tab.

The Shareholder Meeting may order breaks (longer than procedural ones) by a two-thirds majority vote. In total, breaks cannot last more than 30 days.

The course of the Shareholder Meeting is broadcast live over the Internet, and a transcript of the broadcast is posted on the PZU website. Information on the planned broadcast, along with the address of the website, is provided in advance on the PZU website.

PZU also allows representatives of the media (press, radio, television) to be present at the Shareholder Meeting.

Shareholders' rights

Shareholder rights and the method of exercising them at the PZU’s Shareholder Meeting are specified in the Commercial Company Code and the PZU’s Articles of Association.

A shareholder’s basic right is the right to participate in profit and the right to attend the Shareholder Meeting and exercise voting rights.

Only persons who are shareholders of PZU on the registration date, i.e. 16 days before the date of the Shareholder Meeting, have the right to participate in the Shareholder Meeting of PZU. Shareholders may attend the Shareholder Meeting and exercise the right to vote in person or through a proxy. A legal proxy document to participate in the Shareholder Meeting and exercise the voting right must be granted in writing or electronically

One share of PZU gives the right to one vote. The voting rights of PZU shareholders are limited in such a way that no shareholder may exercise more than 10% of the total number of votes existing in PZU on the day the Shareholder Meeting is held. The exclusions of this limitation and its rules are described in the PZU’s Articles of Association (Shareholders and issuer’s securities). A shareholder may vote differently from each of the shares held by it.

Shareholders representing at least one-half of the share capital or at least one-half of the total number of votes in PZU may convene an Extraordinary Shareholder Meeting. These shareholders designate the chair of this meeting.

A shareholder or shareholders representing at least 1/20th of the PZU’s share capital may:

  • request the convening of an Extraordinary Shareholder Meeting and the inclusion of certain matters in the agenda of that meeting;
  • request that certain matters be placed on the agenda of the Shareholder Meeting. The request should be made no later than 21 days before the date of the Shareholder Meeting;
  • prior to the date of the Shareholder Meeting, submit in writing or in electronic form draft resolutions on matters included in the agenda of the Shareholder Meeting or matters to be included in the agenda

Each shareholder may nominate a candidate for a Member of the Supervisory Board. Draft resolutions and candidates for Members of the Supervisory Board should be submitted by a shareholder or shareholders of PZU at least 3 days before the date of the Shareholder Meeting.

During the meeting, each PZU shareholder entitled to participate in the Shareholder Meeting may:

  • submit draft resolutions on matters included in the agenda;
  • ask questions about the matters included in the agenda. If it is reasonable for the evaluation of a matter on the agenda, the Management Board (subject to statutory exceptions) shall provide the shareholder, upon request, with information concerning the company. In justified cases, the Management Board may provide information in writing outside the Shareholder Meeting, no later than two weeks after the end of the Shareholder Meeting.

Shareholders’ participation in the Shareholder Meeting is also associated with other rights resulting from the provisions of the Commercial Company Code, including the right of a shareholder to object to a resolution being adopted and to challenge Shareholder Meeting resolutions in court (action to repeal the resolution or action to declare the resolution invalid).

In addition, a shareholder may review the list of shareholders entitled to participate in the Shareholder Meeting, which is displayed at the premises of the PZU Management Board for three business days prior to the date of the Shareholder Meeting, and request that the list of shareholders be sent to them free of charge by e-mail, to the address they have indicated.

A shareholder may submit to PZU, outside the Shareholder Meeting, a request for information concerning the PZU’s activities. In such a case, the Management Board may provide the shareholder with the information in writing, unless doing so could harm PZU, an affiliate or subsidiary, in particular by revealing technical, trade or organizational secrets of the company. In the event that PZU provides information outside the Shareholder Meeting, a current report containing answers to the questions asked is made public.

PZU Shareholder Meetings convened in 2022

In 2022, the Ordinary Shareholder Meeting and two Extraordinary Shareholder Meetings were held.

In addition to the matters provided for in Article 395 § 2 and 5 of the Commercial Company Code (that is examination and approval of the Management Board’s report on the company’s activity and financial statements for the previous financial year, adoption of a resolution on the distribution of profit, granting of a discharge to Members of the Company’s corporate bodies on the performance of their duties, review and approval of the group’s financial statements), the agenda of the Ordinary Shareholder Meeting of PZU held on 29 June 2022 concerned:

  • issuing an opinion on the PZU Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2021;
  • changes in the composition of the Supervisory Board;
  • assessment of individual suitability of Supervisory Board Members;
  • assessment of collective suitability of Supervisory Board Members;
  • amendments to the Articles of Association of PZU and the Regulations of the PZU Shareholder Meeting;
  • adoption of a resolution on the adoption for application of the Best Practices of WSE Listed Companies 2021;
  • adoption of the diversity policy for Members of PZU bodies.

The adoption of the diversity policy for Members of PZU’s bodies was made in implementation of rule 2.1., contained in the Best Practices of WSE Listed Companies 2021.

The subject of the Extraordinary Shareholder Meeting of PZU held on 25 March 2022 was the approval of the issuance of subordinated bonds in the domestic market.

The subject of the Extraordinary Shareholder Meeting of PZU held on 1 September 2022, were changes to the composition of the Supervisory Board and assessment of the collective suitability of the Supervisory Board.

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