The share capital of PZU is divided into 86,352,300 ordinary shares with the face value of PLN 1 each, giving right to 86,352,300 votes on the General Shareholders’ Meeting. As at 31st December 2014 the shareholders of PZU with significant blocks of shares were: State Treasury (35.2%) and Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK holding (5.00%%).
As at 31st December 2014 the shareholders of PZU with significant blocks of shares were: State Treasury holding 30,385,253 shares, i.e. 35.2% of the share capital of PZU and the right to 30,385,253 votes at the General Shareholder’s Meeting, and Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK holding 4,317,691 shares, i.e. 5.00%% of the share capital of PZU and the right to 4,317,691 votes at the General Shareholder’s Meeting.
Shareholding structure - as at 31 December 2014
|Shareholder||Number of shares||Interest in the share capital||Share in votes at the General Shareholder Meeting|
|Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK||4,317,691||5.00%||5.00%|
There was one significant change in the ownership structure of blocks of PZU shares in 2014.
On 29th May 2014, Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK SA presented PZU with a notice concerning a change in the ownership of PZU shares by Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK (“Aviva OFE”), informing that as the result of the transaction of purchase of the Company’s shares on 22nd May 2014, as at 27th May 2014, Aviva OFE increased its volume of shares held in the Company to 5.0% of PZU share capital, which constitutes 5.0% of the total votes at the General Shareholders Meeting of PZU.
The Management Board of PZU has no knowledge about concluded agreements which may result in changes in the proportion of shares held by the shareholders.
PZU did not issue, redeem or repay any debt or equity instruments that would provide its shareholders with special control rights.
In 2013 and 2014 no employee stock ownership plans existed in PZU.
In line with the PZU’s Articles of Association the voting right of the shareholders is restricted in a way that none of them can exercise more than 10% of the total number of votes at PZU at the date of the General Shareholder’s Meeting, with the reservation that for the purpose of determining obligations of parties acquiring material blocks of shares provided for in the Act on public offering and the Act on insurance activity, such voting restrictions are considered non-existent. The restrictions do not apply to:
- Shareholders who held shares entitling to more than 10% in the total number of votes in the Company as at the date of adopting a resolution of the General Shareholders’ Meeting;
- Shareholders co-acting with shareholders defined in the point above based on agreements concerning joint voting rights attached to the shares.
For the purposes of voting rights restrictions, the votes of the shareholders being parent companies or subsidiaries will be added up in line with the principles specified in the Articles of Association.
In case of any interpretation doubts with respect to the voting restrictions, Article 65.2 of the Civil Code will apply.
In line with the PZU’s Articles of Association, the above voting restrictions will expire starting from the moment when a share of a shareholder who, at the date of adopting a resolution of the Shareholders’ Meeting introducing the restriction held shares entitling him to more 10% in the total number of votes in the Company, drops below 5% of the share capital.
PZU shareholder structure as at 31 December 2012
PZU shareholder structure as at 31 December 2013
PZU shareholder structure as at 31 December 2014
Shares or rights to shares held by management and PZU supervisory personnel
|No.||Body / Name and surname||Number of shares / rights to shares as of the date of submitting this annual report (i.e. 5 March 2015)||Number of shares / rights to shares as of the date of submitting this annual report (i.e. 12 March 2014)||The resulting change in the period between these dates|