Shareholder Meeting
Powers and method of operation of the PZU Shareholder Meeting
The Shareholder Meeting is PZU’s highest corporate body. The powers of the Shareholder Meeting, the manner of convening and the rules of participation in the Shareholder Meeting are set forth in the Commercial Company Code, the PZU’s Articles of Association of and the Regulations of the Shareholder Meeting.
A PZU 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.
PZU shareholder Meetings are held in Warsaw, at the PZU Headquarters.
The Shareholder Meetings are convened by the Management Board. The Supervisory Board may convene a Shareholder Meeting, including under the ordinary procedure if the Management Board fails to convene it within the statutory period, and under the extraordinary procedure if it deems it advisable.
In cases specified in the Commercial Company Code, the right to convene an Extraordinary Shareholder Meeting or to request its convening is also vested in shareholders (for more, see section Description of shareholder rights and how to exercise them)
The powers of the General Meeting include adopting resolutions, in particular, on the following issues:
- to consider and approve the report of the Management Board on the operations of PZU and the PZU Group, as well as the separate and consolidated financial statements for the past fiscal year (Ordinary Shareholder Meeting);
- distribution of profits or coverage of losses (Ordinary Shareholder Meeting);
- discharge of individual members of PZU’s governing bodies for the performance of their duties (Ordinary Shareholder Meeting);
- 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;
- to determine the rules for remuneration of members of the Supervisory Board and the rules for shaping the remuneration of members of the Management Board;
- to establish and revise rules for assessing the suitability of the Supervisory Board and the Audit Committee of the Supervisory Board;
- to assess the individual suitability of candidates for members of the Supervisory Board, excluding the candidate appointed by the State Treasury, through a written statement, the members of the Supervisory Board and the collective assessment of the Supervisory Board;
- issuing an opinion on the report on compensation for Management Board and Supervisory Board Members;
- 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.
Resolutions are passed in an open ballot. A secret ballot is ordered in elections or on motions to dismiss Members of PZU bodies, in matters concerning their personal liability as well as in other personal matters or at the request of at least one of the shareholders attending or represented at the Shareholder Meeting. Voting takes place using a computerized system for casting and counting votes. Each PZU share entitles the holder to one vote at the General Meeting.
Shareholder Meetings are convened by placing an announcement on PZU’s website in accordance with the method for providing current information. Such announcement is made not later than 26 days before the date of the Shareholder Meeting. The announcement and materials presented to shareholders (e.g. draft resolutions with justifications) 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 (https://www.pzu.pl/en/investor-relations/shares-andbonds/shareholders-meetings).
All the matters submitted by the Management Board to the Shareholder Meeting are 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 PZU’s website in the Investors relations section under the Shareholder Meeting tab.
The Shareholder Meeting may request breaks (longer than procedural ones) by a two-thirds majority vote. In total, breaks cannot last more than 30 days.
The course of the Shareholder Meeting is broadcast live by PZU over the Internet, and a transcript of the broadcast is posted on the company’s website. Information on the planned broadcast, along with the address of the website, is published in advance on the PZU website.
PZU also allows representatives of the media (press, radio, television) to be present at the Shareholder Meeting.
Registration
A shareholder who wishes to participate in the Shareholder Meeting must hold at least one PZU share as of the record date, i.e. 16 days before the date of the Shareholder Meeting. Registration for the Shareholder Meeting is done through the brokerage office where the shareholder has shares deposited in the brokerage account. At this office, the shareholder should apply for the issuance of a registered certificate of the right to participate in the Shareholder Meeting. Such instruction may be made no earlier than after the announcement of the convening of the Shareholder Meeting and no later than the first business day after the date of registration of participation.
The description of shareholder rights and the method of exercising them
The rights of PZU’s shareholders derive directly from the law. A shareholder’s basic right is the right to participate in profit and the right to attend the Shareholder Meeting and exercise the right to vote in person or through a proxy.
However, PZU’s Articles of Association limit voting rights of PZU shares in certain cases and grant personal rights to a shareholder such as the State Treasury:
- The voting rights of shareholders are limited in such a way that no shareholder may exercise at the Shareholder Meeting more than 10% of the total number of votes existing in PZU on the day the Shareholder Meeting is held, with the proviso that the limitation of voting rights does not apply to the State Treasury and shareholders acting with it on the basis of agreements concluded for the joint exercise of voting rights on shares1;
- The State Treasury has the right to appoint and dismiss one member of the Supervisory Board by way of a written statement submitted to the Management Board of the Company. Such appointment or dismissal is effective upon delivery of the relevant statement to the Management Board and does not require a resolution of the Shareholder Meeting. This right expires if the State Treasury ceases to be a PZU shareholder.
- submit a candidate for a member of the Supervisory Board – draft resolutions and candidates for members of the PZU Supervisory Board should be submitted by a shareholder in time to allow shareholders present at the Shareholder Meeting to make a decision with due discernment, preferably 3 days before the date of the Shareholder Meeting. If the motion is submitted at a Shareholder Meeting the subject of which is the election of members of the Supervisory Board, the motion, in order to be valid, should be submitted to the Chair of the Shareholder Meeting no later than before the start of voting on the election of members of the Supervisory Board; 81) Exclusions to this restriction and its rules are described in Section 7.4.1. Shareholders and the issuer’s securities, under Entitlements and restrictions on PZU shares.
- review the list of shareholders entitled to participate in the PZU Shareholder Meeting, which is displayed at the premises of the PZU Management Board for three business days prior to the date of the Shareholder Meeting, and request that the list of shareholders be sent to them free of charge by e-mail, to the address they have indicated;
- review the book of minutes of the Shareholder Meeting and request the issuance of copies of resolutions certified by the Management Board;
- appeal against Shareholder Meeting resolutions, if a shareholder voted against a resolution and after its adoption requested that an objection be recorded or was unreasonably not allowed to participate in the Shareholder Meeting or was not present at the Shareholder Meeting, if the Shareholder Meeting was convened incorrectly or to
- submit to PZU, outside the Shareholder Meeting, a request for information concerning the PZU’s activities. In such a case, the Management Board may provide the shareholder with the information in writing, unless doing so could harm PZU, an affiliate or subsidiary, in particular by revealing technical, trade or organizational secrets of the company. In the event that PZU provides information outside the Shareholder Meeting, a current report containing answers to the questions asked is made public.
In addition:
- PZU shareholders representing at least one-half of the share capital or at least one-half of the total number of votes in PZU may convene an Extraordinary Shareholder Meeting and designate the Chair of this meeting.;
- PZU shareholder or shareholders representing at least 1/20th of the share capital may:
- request the convening of an Extraordinary Shareholder Meeting and the inclusion of certain matters in the agenda of that meeting;
- request that certain matters be placed on the agenda of the Shareholder Meeting, the request should include a justification or a draft resolution on the proposed agenda item and be submitted to the Management Board in writing or in electronic form no later than 21 days before the date of the Shareholder Meeting;
- submit, prior to the date of the Shareholder Meeting, in writing or in electronic form draft resolutions on matters included in the agenda of the Shareholder Meeting or matters to be included in the agenda.
During the PZU Shareholder Meeting, every shareholder entitled to attend the Shareholder Meeting may:
- stand for election as Chair of the Shareholder Meeting and submit for the record one nomination for Chair of the Shareholder Meeting;
- submit candidates to the Supervisory Board;
- vote, ma e motions, spea , briefly ustify one’s position, object;
- make motions concerning formal matters – the way of voting and deliberation (e.g., demand a secret ballot or recesses);
- submit draft resolutions on matters included in the agenda;
- submit draft resolutions on matters included in the agenda;
- propose amendments and additions to the draft resolutions included in the agenda – until the conclusion of the discussion of the agenda item covering the draft resolution to which the proposal relates;
- ask questions about the matters included in the agenda. If it is reasonable for the evaluation of a matter on the agenda, the Management Board (subject to statutory exceptions) shall provide the shareholder, upon request, with information concerning the company. In justified cases, the Management Board may provide information in writing outside the Shareholder Meeting, no later than two weeks after the date of its conclusion.
PZU Shareholder Meetings convened in 2024
In 2024, one Ordinary Shareholder Meeting and one Extraordinary Shareholder Meeting were held.
In addition to the matters provided for in Article 3 5 § 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, commenting on the issue of 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 of PZU held on 18 June 2024 and 18 July 2024 concerned:
- issuing an opinion on the PZU Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2023;
- approval of the PZU Supervisory Board Report for 2023;
- reassessment of individual suitability of Supervisory Board Members;
- assessment of collective suitability of Supervisory Board Members;
- amendments to the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee;
- granting to members of the company’s bodies a discharge of their duties in 2015.
The subject of the Extraordinary Shareholder Meeting of PZU held on 15 February 2024, were changes to the composition of the Supervisory Board.
PZU Shareholder Meeting convened in 2025
In 2025, up to the date of publication, the Extraordinary Shareholder Meeting was held.
The subject of the Extraordinary Shareholder Meeting of PZU held on 10 January 2025 and 21 January 2025, were changes to the composition of the Supervisory Board and assessment of the collective suitability of the Supervisory Board.
Rules for changing the Articles of Association
PZU’s Articles of Association may be amended by the Shareholder Meeting provided that a resolution is adopted by a majority of three fourths of the votes, the Polish Financial Supervision Authority’s approval is issued in the cases referred to in the Insurance and Reinsurance Activity Act and the amendments are entered in the National Court Register.
The Supervisory Board has the powers to approve the consolidated amended text.
PZU as a public company is obliged to inform the market about any amendments to the Articles of Association and the adoption of the unified text in a current report.
Amendments to the PZU’s Articles of Association in 2024
No amendments have been made to PZU’s Articles of Association in 2024.
Dividend
On 18 June 2024, the Ordinary Shareholder Meeting of PZU passed a resolution on the distribution of net profit PZU for the year ended 31 December 2023 increased by the amount transferred from the supplementary capital created from the net profit for the year ended 31 December 2022, in which it decided to allocate nearly PLN 3.7 billion, i.e. PLN 4.34 per share, for the disbursement of dividends. The dividend payment was made on 8 September 2024. The dividend ratio was about 9%.
Dividend policy
In 2024, the Capital and Dividend Policy of the PZU Group for 2021–2024 was in effect, which was a continuation of the principles established in the PZU Group’s Capital and Dividend Policy for 2016–2020.
Update of Capital and Dividend Policy for 2025-2027
On 2 December 2024, the PZU Management Board adopted the Capital and Dividend Policy for 2025- 2027. Compared to the previous policy, there was a change in the target Solvency II ratio for the PZU Group, which was set at 180% (with no changes for PZU SA and PZU Życie). At the same time, until the amendments to the Solvency II Directive come into effect, the existing solvency ratios will be maintained at 200% for the PZU Group, 200% for PZU SA, and 200% for PZU Życie SA, in line with the Capital and Dividend Policy that expired in 2024.
The remaining principles for determining the dividend have not changed.
1. Exclusions to this restriction and its rules are described in Section 7.4.1. Shareholders and the issuer’s securities, under Entitlements and restrictions on PZU shares.
* maintain target solvency ratios of 200% for the PZU Group, 200% for PZU SA and 200% for PZU Życie SA (according to Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance, “Solvency II Directive”) in the period until the date of entry into force of the amendments to the Solvency II Directive and at the level of 180% for the PZU Group 200% for PZU A and 200% for PZU Życie SA in the period after the entry into force of the amendments to the Solvency II Directive