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 at the General Shareholder Meeting.

As at 31 December 2013 the State Treasury holding 30,385,253 shares, i.e. 35.2% of the share capital of the Company and gave the right to 30,385,253 votes at the general meeting was the only shareholder of the Company with a significant block of shares.

Shareholding structure - as at 31 December 2013

In 2013 PZU’s shareholding structure did not change. The Company’s Management Board has no knowledge about concluded agreements which may result in changes to the percentage of shares held by shareholders.

PZU did not issue, redeem or repay any debt or equity securities that would provide its shareholders with special control rights.

In 2012 and 2013 no employee stock ownership plans existed in PZU.

In line with the PZU’s Articles of Association the voting right of shareholders is restricted in a way that no shareholder can exercise more than 10% of the total number of votes in PZU at the  general shareholder meeting, with the reservation that for the purpose of determining the obligations of parties acquiring material blocks of shares provided for in the Act on Public Offering and the Insurance Activity Act, such voting restrictions are considered non-existent. The restrictions do not apply to the following:

• Shareholders who held shares entitling them to more than 10% of the total number of votes in the Company as at the date of adopting the General Shareholder Meeting resolution;
• Shareholders co-acting with shareholders defined in item 1 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.

Shares or rights to shares held by members of management or supervisory bodies and Group Directors of PZU