Information policy and communications with investors

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%.

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 2013–2024, PZU did not have any employee stock programs in place.

The PZU Articles of Association contain no provisions restricting the transfer of the title to the issuer’s securities (either shares or bonds). 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 (consolidated text: Journal of Laws of 2024, item 620, 1883), 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, 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 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 (consolidated text: Journal of Laws of 2024, item 838, 1565, 1863) hereinafter the “Insurance Activity Act”), 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 determination by the regulatory authority of a time limit for the acquisition of or subscription for shares or rights attached to shares, in accordance with Article 90(4) and (5) of the Insurance Activity Act, in a decision declaring the absence of grounds for filing an objection;
• possible issuance, by the regulatory authority, in accordance with Article 98(5) of the Insurance Activity Act, 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 attached to shares in a domestic insurance undertaking for the reasons specified in Article 98(1) of this Act;
• prohibition to sell shares or rights attached 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 (consolidated text: Journal of Laws 2024, item 125, 934, 1823), except as provided for in Article 13(2)(1) of this Act.

As at the date of submission of this Management Board’s report on the Company’s activity for 2024, PZU shares were held by four Members of the Management Board (Andrzej Klesyk, Maciej Fedyna, Tomasz Kulik, Tomasz Tarkowski) and one Member of the Supervisory Board (Adam Uszpolewicz). Shares in PZU-related entities (i.e., shares in Bank Pekao) were held by two members of the Management Board (Andrzej Klesyk and Maciej Fedyna).

In 2024, there were no changes in the number and nominal value of PZU shares and shares in related parties held by persons serving as members of the Management Board or Supervisory Board during the period in which such persons served.

A summary of the number and nominal value of PZU shares and shares in affiliated companies held by management and supervisory personnel is presented in the tables below.

As at 31 December 2024, 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). Thus, the bonds will remain to be redeemed on 29 July 2027.

Striving to achieve the greatest possible transparency, the Management Board of PZU has regularly undertaken various investor relations activities aimed at ensuring equal access to information in accordance with the internally-adopted „Principles for PZU to Conduct its Information Policy for Capital Market Participants”.

Main groups of investors

Source: PZU

The stake of open-end pension funds (OFE) and mutual fund management companies (TFI) in PZU’s shareholder structure was 13.0% (down 2.9 p.p. y/y) and 5.5% (down 1.9 p.p. y/y), respectively.

Source: PZU

The percentage of retail investors in PZU’s shareholder structure was 8.1% (down by 0.7 p.p. y/y) at the end of 2024. Considering the overall shareholder structure, the decline in the percentage of retail investors was mainly due to the greater activity of Polish institutional investors, whose stake increased by 1.2 p.p. y/y to 23.5%. The drop in retail investors’ activities can also be observed throughout the whole WSE main market. After the first half of 2024, the share in the turnover of this group of investors fell to 14% (16% in 2023).

In 2024, all corporate events held with capital market participants in mind were transmitted live in the form of a webcast (with simultaneous translation into English). Quarterly financial performance was presented and discussed by the PZU Group’s Management Board at online conferences, during which their participants had the opportunity to ask questions. Recordings of these meetings are available on PZU’s website in the “Investor relations” section: https://www.pzu.pl/en/investorrelations/downloads.

The most important events, achievements and plans were presented once again in the form of an online Annual Report raportroczny2023.pzu.pl/en. Users have been provided with a comprehensive tool enabling a multi-directional analysis of corporate and macroeconomic events as well as financial results. The report included interactive infographics, animations and video clips, which offered a succinct presentation of the PZU Group’s activity.

In 2024, PZU’s representatives participated in 18 conferences (10 in 2023) held by global investment banks and brokerage houses in Poland. In total, more than 102 individual and group meetings were held (61 in 2023), which gathered a total of 229 managers and analysts (138 in 2023) representing mutual funds, pension funds and other asset management firms. The largest interest in PZU’s activity was shown by investors from financial centers in Warsaw, London and New York.

PZU’s investor relations activities are highly regarded by investors, analysts and the media. This was confirmed by the awards and distinctions awarded in 2024, including the Best Annual Report 2023 contest organized by the Institute of Accounting and Taxes (Instytut Rachunkowości i Podatków):

• special award “The Best of the Best” (for the sixth time);
• special award for banks and financial institutions for the integrated report;
• a distinction awarded to banks and financial institutions for the best activity report.