Shareholder Meeting and shareholder rights

The Shareholder Meeting is PZU’s highest corporate body. The method of operation and the rights of the Shareholder Meeting are regulated by the Commercial Company Code and PZU’s Articles of Association. The PZU Ordinary Shareholder Meeting adopted its Rules and Regulations under Resolution No. 31/2018 of 28 June 2018.

The Shareholder Meeting is the body authorized to make decisions concerning issues related to the organization and operations of the Issuer. 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.

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 the following:

• examination and approval of the Management Board’s report on the Company’s activity and the Management Board’s report on the activity of the PZU Group and the Company’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 Company’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 Members and Supervisory Board Members, pursuant to the Act on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies of 29 July 2005; 
• distribution of profits or coverage of losses; 
• decisions on claims to remedy damages incurred during the incorporation of the Company or in its administration or oversight; 
• transfer or lease of a business or an organized part thereof or establishing a limited right in rem thereon; 
• redemption of shares or issue of bonds; 
• establishing reserve capital accounts and making decisions on their allocation or manner of allocation; 
• split of the Company, merger of the Company with another company, winding up or dissolving the Company; 
• 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; 
• acquisition or disposal by the Issuer 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.

Shareholder Meeting resolutions concerning the following issues require a three-fourths majority of votes: 

• amendments to the Articles of Association; 
• decrease in the share capital; 
• transfer or lease of a business or an organized part thereof or establishing a limited right in rem thereon.

A majority of 90% of votes at the Shareholder Meeting is required to pass resolutions relating to the following: 

• preference shares; 
• Issuer’s business combination by transferring all its assets to another company; 
• merger by forming a new company;
• dissolving the Company, also as a result of moving its registered office or head office abroad; 
• liquidation, transformation or reduction in the share capital through the redemption of a portion of shares without a concurrent capital increase.

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 Management Board convenes an Extraordinary Shareholder Meeting at its own initiative or in response to a written motion submitted by the Supervisory Board, a shareholder or shareholders representing at least 1/20th of the share capital. A motion can be filed electronically.

The Supervisory Board convenes:

• an Ordinary Shareholder Meeting if the Management Board fails to convene an Ordinary Shareholder Meeting by the prescribed deadline; 
• an Extraordinary Shareholder Meeting if it deems that to be necessary; 
• an Extraordinary Shareholder Meeting if the Management Board fails to convene an Extraordinary Shareholder Meeting in response to a motion submitted by an eligible shareholder, eligible shareholders or the Supervisory Board within fourteen days after the motion is filed.

Shareholders representing at least one-half of the share capital or at least one-half of the total number of votes in the Company may convene an Extraordinary Shareholder Meeting. These shareholders designate the Chair of this 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 specified in the Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies of 19 July 2005 in the form of current reports. Such announcement should be made not later than 26 days before the date of the Shareholder Meeting. The announcement and materials presented to shareholders 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.

The person convening the Shareholder Meeting may decide on participation in the Shareholder Meeting using means of electronic communication.

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

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 company’s website.

Resolutions are passed in an open ballot. A secret ballot is ordered in elections or on motions to dismiss members of the Issuer’s corporate bodies or liquidators, in matters concerning their personal liability to the Company 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 rights and the method of exercising them at the Shareholder Meeting are specified in the Commercial Company Code and the Articles of Association. Only persons who were shareholders of the Issuer 16 days prior to the date of the Shareholder Meeting have the right to participate in the Meeting (date of registration of attendance at the Meeting).

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 PZU share gives the right to a single vote, subject to restrictions on exercising the voting rights described in the Articles of Association. A shareholder may vote differently from each of the shares held by it.

According to the Articles of Association, the shareholders' voting right shall be restricted in a way that no shareholder may exercise at the Shareholder Meeting more than 10% of the overall number of votes existing in the Company on the date of the Shareholder Meeting, except that, for the purposes of determining the obligations of the buyers of large blocks of shares according to 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 and the Insurance and Reinsurance Activity Act of 11 September 2015, such restriction of the voting right will be deemed non-existent. The restriction on voting rights does not apply to the following:

• shareholders who on the date of adopting a Shareholder Meeting resolution implementing this limitation were entitled to shares representing more than 10% of the total number of votes in existence in the Company; 
• shareholders acting with the shareholders specified in item 1 pursuant to executed agreements pertaining to jointly exercising the voting rights attached to shares.

During the Shareholder Meeting, each shareholder may provide draft resolutions concerning items on the agenda.

In accordance with the Commercial Company Code, detailed procedures concerning participation in the Shareholder Meeting and exercising voting rights are always presented in an announcement of the Shareholder Meeting published on the date of convening the Shareholder Meeting on PZU’s corporate website in the “Investors relations” section under the “Shareholder Meeting” tab.

Activity in 2021

In 2021, the Ordinary Shareholder Meeting and the Extraordinary Shareholder Meeting of PZU 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 concerned:

• changes in the composition of the Supervisory Board;
• issuing an opinion on the PZU Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2019-2020;
• PZU adopting the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee and the PZU SA Supervisory Board’s report on the results of assessment of suitability of the PZU Supervisory Board and Audit Committee and confirmation of the results of the suitability assessments conducted by the PZU Supervisory Board.

The adoption of the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee was to implement in PZU the Methodology of assessment of suitability of members of corporate bodies of regulated entities addressed by the Polish Financial Supervision Authority to financial market entities, including insurance companies. The methodology contains a presentation of assumptions for a model suitability assessment process of the management board members and supervisory board members of the financial market, including the prerequisites for conducting the assessment process, the assessment criteria, the supporting tools and effects of the assessment in respect to:

• primary assessment of candidates for members of corporate bodies;
• secondary assessment of members of corporate bodies, and
• collective assessment of the corporate bodies.

The agenda of the Extraordinary Shareholder Meeting contained an item on changes in the composition of the Supervisory Board.