Share capital and PZU shareholders; shares owned by members of its governing bodies

On 30 June 2015, the Ordinary Shareholder Meeting of PZU 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. The share split did not affect the amount of PZU’s share capital.

On 3 November 2015 the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register registered the pertinent amendment to PZU’s Articles of Association.

On 24 November 2015, at PZU’s request, the Management Board of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A., “KDPW”) adopted Resolution No. 789/15 on setting 30 November 2015 as the date of a split of 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.

The State Treasury holding 295,217,300 shares representing 34.19% of the Company’s share capital carrying the right to 295,217,300 votes at the Shareholder Meeting is the only PZU shareholder with a significant equity stake.

On 29 May 2017, PZU was notified of a change in the holding of PZU’s shares by Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK (“Aviva OFE”), informing the Company that as a result of PZU share purchase transactions executed on 24 May 2017, as at 26 May 2017, Aviva OFE decreased its stake in PZU to 4.89% of PZU’s share capital, which represents 4.89% of the total number of votes at the PZU Shareholder Meeting.

The PZU Management Board does not have any information about executed agreements as a result of which changes may transpire in the percentages of shares held by its shareholders to date.

PZU did not issue, redeem or repay any debt or equity securities that would provide its shareholders with special control rights.

In 2013-2017, PZU did not have any employee share programs in place.

According to 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 limitation of voting rights does not pertain 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;
• shareholders acting with the shareholders prescribed in the item above pursuant to executed agreements concerning the joint exercise of voting rights 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.

In the event of doubt, the provisions regarding the restriction of voting rights are subject to interpretation according to Article 65 § 2 of the Civil Code GLOSSARY.

In line with PZU’s Articles of Association, the said voting restrictions will expire starting from the moment when a share of a shareholder who, at the date of adopting a resolution of the Shareholder Meeting introducing the restriction, held shares carrying the right to more 10% of the total number of votes in the Company drops below 5% of the share capital.

PZU shareholder structure as at 31 December 2017

Source: current report no. 42/2017

 PZU shareholder structure as at 31 December 2016

Source: current report no. 17/2017

Shares or rights to shares held by members of management or supervisory bodies and Directors of the PZU Group

Neither as at the date of this Activity Report nor as at the date of the Activity Report for 2016 (i.e. 15

March 2017) did any of the members of the Management Board or the Supervisory Board or the Directors of the PZU Group hold any PZU shares, and shares in entities related to PZU, entitlements to these shares or shares or rights to PZU shares.