PZU’s shares
PZU’s share capital is divided into 863,523,000 ordinary shares with a nominal value of PLN 0.10 each giving the right to 863,523,000 votes at the Shareholder Meeting*.
As at 31 December 2022, PZU shareholders holding significant equity stakes (at least 5%) were:
holds 295,217,300 shares constituting 34.19% of PZU’s share capital and giving it the right to 295,217,300 votes at the Shareholder Meeting;
that held 49,223,000 shares at PZU’s Extraordinary Shareholder Meeting held on 1 September 2022, constituting 5.70% of PZU’s share capital and giving it 49,223,000 votes at the Shareholder Meeting.
| Number of shares and votes at the Shareholder Meeting | Shares in the share capital and in the total number of votes at the Shareholder Meeting | |||||
|---|---|---|---|---|---|---|
| Shareholders holding significant equity stakes | 31.12.2021 | 31.12.2022 | 5.01.2023 | 31.12.2021 | 31.12.2022 | 5.01.2023 |
| State Treasury | 295,217,300 | 295,217,300 | 295,217,300 | 34.19% | 34.19% | 34.19% |
| Nationale-Nederlanden OFE | 49,223,000 | 49,223,000 | 5.70% | 5.70% | ||
| Nationale-Nederlanden OFE, Nationale-Nederlanden DFE | 45,167,000 | 5.23% | ||||
| Allianz OFE, Allianz DFE and Drugi Allianz OFE* | 48,183,212 | 5.58% | ||||
| Others | 523,138,700 | 519,082,700 | 470,899,488 | 60.58% | 60.11% | 54.53% |
| Total | 863,523,000 | 863,523,000 | 863,523,000 | 100.00% | 100.00% | 100.00% |
On 5 January 2023, PZU received a notification from Powszechne Towarzystwo Emerytalne Allianz Polska S.A. regarding an increase in the share of PZU’s share capital and total number of votes above 5% in total by funds managed by PTE Allianz Polska S.A., i.e. Allianz Polska Otwarty Fundusz Emerytalny (Open-ended Pension Fund), Allianz Polska Dobrowolny Fundusz Emerytalny (Voluntary Pension Fund) and Drugi Allianz Polska Otwarty Fundusz Emerytalny. According to the notification, Allianz OFE, Allianz DFE and Second Allianz OFE, managed by PTE Allianz Polska S.A., hold a total of 48,183,212 PZU’s shares, representing 5.58% of the Company’s share capital, which gives the right to exercise 48,183,212 votes attached to PZU’s shares representing 5.58% of the total number of votes at PZU’s Shareholder Meeting.
PZU’s bonds
As at 31 December 2022, PZU held subordinated bonds (ISIN PLPZU0000037) worth PLN 2.25 billion, bearing interest at WIBOR6M + 180 bps, issued on 30 June 2017. The maturity date for these bonds is 29 July 2027, or 10 years after issue with an early redemption option 5 years after the issue date. The bonds are listed on the Catalyst ASO WSE/Bondspot.
In 1H 2022, the PZU Management Board analyzed options of new issued of subordinated bonds of up to PLN 3 billion and early redemption of this bond series of PLN 2.25 billion. Due to unfavorable market conditions, on 31 May 2022, the PZU Management Board announced its decision to quit any such further works (current report no. 11/2022).
Entitlements and restrictions on PZU shares
All PZU shares are ordinary shares with no preferential rights attached to them, in particular no special control rights. Each share carries the right to one vote at the Shareholder Meeting and the same right to dividends.
However, PZU’s Articles of Association limit voting rights on PZU shares in certain cases. The shareholders’ voting rights is 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 and Reinsurance Activity Act, such limitation of voting rights shall be deemed not to exist. The restriction on voting rights does not apply to the following:
- shareholders who on the date of adopting the Shareholder Meeting resolution implementing this limitation were entitled to shares representing more than 10% of the total number of votes (i.e. the State Treasury);
- shareholders acting with the shareholders specified in the item above pursuant to executed agreements pertaining to jointly exercising the voting rights attached to shares.
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. The aforementioned restrictions on shareholders’ voting rights will expire as soon as the State Treasury’s stake in PZU’s share capital falls below 5%.
In addition, the Articles of Association grant certain powers to the State Treasury as a shareholder of PZU to appoint Members of the Supervisory Board, which are described in Supervisory Board.
The PZU Management Board does not have information about executed agreements as a result of which changes may transpire in the future in the equity stakes held by its shareholders and bondholders 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 2013–2022, PZU did not have any employee stock programs in place.
Limitations on transferring the title to the issuer’s securities
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:
- limitations resulting from the provisions of the Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies (Journal of Laws of 2022, item 2554, as amended), namely:
- from Article 75(4) – shares encumbered with a pledge, until the date of its expiration, may not be traded, except in a situation where the acquisition of such shares takes place in the performance of an agreement on the establishment of financial security within the meaning of the Act of 2 April 2004 on Certain Forms of Financial Security,
- from Article 88a – temporary limitations on the direct or indirect acquisition of or subscription for shares in a public company by an entity required to perform the obligations specified in Article 73(1) of the Act or Article 74(2) and (5) of the Act, which in the company in question exceeded the threshold of the total number of votes specified in these regulations – until the date of fulfillment of such obligations;
- limitations arising from Article 362 of the Commercial Company Code, regarding the prohibition of the acquisition of treasury shares by the issuer, except for the cases specified therein and limitations on the acquisition of the parent company’s treasury shares by a subsidiary company or a subsidiary cooperative and persons acting on their behalf;
- limitations pertaining to the closed period referred to in Article 19 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (MAR) and insider dealing within the meaning of the provisions of MAR;
- possible setting of a time limit for the acquisition of or subscription for shares or rights attaching to shares, by the regulatory authority, in accordance with Article 90(4) and (5) of the Act referred to in item 4, in a decision declaring the absence of grounds for filing an objection;
- possible objection by the regulatory authority, in the form of a decision, to the acquisition of or subscription for shares or rights attaching to shares in a domestic insurance undertaking in a quantity ensuring the achievement or exceeding of, as the case may be, one-tenth, one-fifth, one-third, one-second of the total number of votes at the Shareholder Meeting or of a stake in share capital – in accordance with Article 90(1) of the Act of 11 September 2015 on Insurance and Reinsurance Activity (Journal of Laws of 2022, item 2283, 2640), if:
- the entity submitting the notification referred to in Article 82(1) failed to remove the deficiencies in its notification or in the documents or information attached to the notification within the prescribed time limit,
- the entity submitting the notification referred to in Article 82(1) failed to provide additional information or documents required by the regulatory authority within the prescribed time limit,
- it is justified by the need of prudent and stable management of the domestic insurance undertaking due to a possible impact of the entity submitting the notification referred to in Article 82(1) on the domestic insurance undertaking or due to the assessment of the financial standing of the entity submitting the notification;
- possible issuance by the regulatory authority, in accordance with Article 98(5) of the Act referred to in item 4, of a decision requiring the disposal of shares within the prescribed time limit in the event that the authority issues a decision prohibiting the exercise of voting rights attaching to shares in a domestic insurance company for the reasons specified in Article 98(1) of this Act;
- prohibition to sell shares or rights attaching to shares held by the State Treasury under Article 13(1)(27) of the Act of 16 December 2016 on Rules for Managing State Property (Journal of Laws of 2021, item 1933); with the exclusion referred to in Article13(2)(1) of this Act.
Shares or rights to shares held by members of management or supervisory bodies and PZU Group Directors
* On 30 June 2015, PZU’s Ordinary Shareholder Meeting adopted a resolution to split all PZU shares by decreasing the nominal 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 nominal value of PLN 1 each into 863,482,890 PZU shares with a nominal value of PLN 0.10 each.