The General Shareholder Meeting is PZU’s highest body. The general operational principles and the rights of the General Shareholder Meeting have been determined by the Code of Commercial Companies and the Articles of Association.
The General Shareholder Meeting did not issue its Regulations.
The General Shareholder Meeting is a body authorized to make decisions concerning issues related to the organization and operations of the Company. Resolutions of the General Shareholder Meeting are adopted by an absolute majority of votes, except for cases specified in the Code of Commercial Companies or the Articles of Association.
The competencies of the General Shareholder Meeting, in addition to those specified in the Commercial Companies Code and PZU’s Articles of Association, include passing resolutions concerning the following:
- examination and approval of the Management Board report on the company’s activities, financial statements for the previous financial year and acknowledgment of the fulfilment of duties by members of the company’s authorities;
- profit distribution or loss coverage;
- making decisions concerning claims for redressing damage inflicted upon formation of the Company or exercising management or supervision;
- disposal of the enterprise or its organized part or its lease or establishment of a limited property right;
- redemption of shares or issue of bonds;
- creating reserve capitals and making the decision whether to use them and if so, how;
- division of the Company, its combination with another company, its liquidation or dissolution;
- appointing and dismissing members of the Supervisory Board, subject to the right granted to the State Treasury to appoint and dismiss one member of the Supervisory Board;
- establishing the rules of remunerating members of the Supervisory Board;
- acquisition or disposal of real property, perpetual usufruct or share in real property or in perpetual usufruct with a value exceeding the equivalent of a gross amount of EUR 30.0 million (thirty million euro).
In accordance with the Articles of Association, a majority of three fourths of votes is required to pass resolutions on the following:
- amendments to the Articles of Association;
- a decrease in the share capital;
- disposal of the enterprise or its organized part or its lease or establishment of a limited property right.
A majority of 90% of votes at the General Shareholder Meeting is required to pass resolutions relating to the following:
- preference shares;
- Company’s business combination by transferring all its assets to another company;
- its merger by forming a new company;
- dissolving the Company (also as a result of moving its seat or the head office abroad);
- its liquidation, transformation or reduction in the share capital through redemption of a portion of shares without a similar capital increase.
A General Shareholder Meeting is held:
- as an Ordinary General Shareholder Meeting which should be held within six months from the end of each financial year;
- as an Extraordinary General Shareholder Meeting which is convened in cases specified in the generally applicable law and the Articles of Association.
The Shareholder Meetings are held in Warsaw and convened by placing an appropriate announcement on PZU’s website in accordance with the method for providing current information specified in the Act on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies of 29 July 2005, i.e. in the form of current reports. Such announcement should be made not later than 26 days before the date of the Shareholder Meeting. From the date of convening the General Shareholder Meeting the announcement with materials presented to shareholders at the General Shareholder Meeting are available on PZU’s corporate website (www.pzu.pl) in section "Investors relations", tab "General Shareholder Meeting". A duly called General Shareholder Meeting is deemed valid regardless of the number of attending shareholders or number of represented shares.
The General Shareholder Meeting is opened by the Chairman of the Deputy Chairman of the Supervisory Board and then the Chairman of the Shareholders’ Meeting is elected. In the absence of the Chairman and Deputy Chairman of the Supervisory Board, the General Shareholder Meeting is opened by the CEO or a person designated by the Management Board.
The General Shareholder Meeting may adopt resolutions regardless of the number of attending shareholders or number of represented shares. Resolutions are passed in an open ballot. The secret ballot vote is used when appointing and dismissing members of the Company's bodies or liquidators, in cases of their personal responsibility towards the Company, and in personal cases, except when an open ballot method is required by the applicable law, upon request of any shareholder present or represented at the General Shareholder Meeting.
The rights of the shareholders and the method of exercising thereof at the General Shareholder Meeting are specified in the Code of Commercial Companies and the Articles of Association.
Only persons who were shareholders of the Company 16 days before the date of the General Shareholder Meeting have the right to participate in the Meeting (date of registration of attendance at the Meeting). Shareholders may attend the General Shareholder Meeting and exercise the right to vote personally or through a proxy. The power of attorney to participate in the General Shareholder Meeting and to exercise the voting right may be granted in writing or in an electronic form.
One PZU share gives the right to a single vote at the General Shareholder Meeting, including restrictions with respect to exercising the voting rights described in the Company’s Articles of Association. The shareholder has the right to vote in a different manner under each share held.
During the General Shareholder Meeting each shareholder may provide resolution drafts concerning items on the agenda.
In accordance with the Code of Commercial Companies, detailed procedures concerning participation in the General Shareholder Meeting and exercising the voting rights are always presented in an announcement of the General Shareholder Meeting published on the date of convening the Shareholders’ Meeting on PZU’s corporate website (www.pzu.pl), section "Investors relations", tab "General Shareholders Meeting".