25.1 Share capital

All shares are fully paid.

As at 31 December 2013

Series/ issueShare typeType of preferenceType of limitation of rights issuesNumber of sharesNominal value of series/issue (in PLN)Capital coverageRegistration dateCum dividend (as from)
A registered non-preference none 4 011 4 011 cash 23.01.1997 27.12.1991
A bearer’s non-preference none 60 442 309 60 442 309 cash 23.01.1997 27.12.1991
B bearer’s non-preference none 25 905 980 25 905 980 contribution in kind 31.03.1999 01.01.1999
Total numer of shares   86 352 300        
Total share capital 86 352 300
 

As at 31 December 2012

Series/ issueShare typeType of preferenceType of limitation of rights issuesNumber of sharesNominal value of series/issue (in PLN)Capital coverageRegistration dateCum dividend (as from)
A registered non-preference none 7 602 7 602 cash 23.01.1997 27.12.1991
A bearer’s non-preference none 60 438 718 60 438 718 cash 23.01.1997 27.12.1991
B bearer’s non-preference none 25 905 980 25 905 980 contribution in kind 31.03.1999 01.01.1999
Total numer of shares   86 352 300        
Total share capital   86 352 300      

25.1.1 Shareholders of PZU

Table below presents PZU’s shareholders structure including shareholders holding at least 5% of the votes at the Shareholders’ Meeting:

As at 31 December 2013

No.Shareholder’s nameNumber of shares and votes at the Shareholders’ MeetingPercentage of votes at the Shareholders’ Meeting
1 State Treasury 30 385 253 35.19%
2 Other shareholders 55 967 047 64.81%
Total 86 352 300 100%

As at 31 December 2012

No.Shareholder’s nameNumber of shares and votes at the Shareholders’ MeetingPercentage of votes at the Shareholders’ Meeting
1 State Treasury 30 385 253 35.19%
2 Other shareholders 55 967 047 64.81%
Total 86 352 300 100%

25.1.2 Transactions involving significant packages of PZU shares

Between 1 January 2013 and the date of signing these consolidated financial statements, as a result of WSE transactions, ING Otwarty Fundusz Emerytalny (the “ING Fund”) first increased and then reduced the number of PZU shares held below the level of 5% of votes at the general meeting. Information concerning the aforesaid transactions was presented in the current reports of PZU (dated 7 February 2013 and 6 June 2013, respectively).

25.1.3 Highest-level parent company of PZU

As at 31 December 2013 the State Treasury of the Republic of Poland (the “State Treasury”) held 35.1875% of PZU shares giving the right to 35.1875% of votes at the Shareholders’ Meeting. Therefore, the there was no higher-level parent company of PZU drawing up its consolidated financial statements.

25.1.4 Distribution of profit of the parent company

As regards the distributable profit for 2013 and the preceding years, only the profit disclosed in the separate financial statements of the parent company, drawn up in accordance with the Polish Accounting Standards, is subject to distribution.

25.1.4.1 Distribution of profit for 2012

On 23 May 2013, the General Shareholders’ Meeting of PZU decided on distribution of the net profit for 2012 in the amount of PLN 2,580,720 thousand in the following manner: 

  • PLN 2,564,663 thousand for dividend paid to shareholders, i.e. PLN 29.70 per share;
  • PLN 6,057 thousand thousand for supplementary capital;
  • PLN 10,000 thousand to the Company’s Social Benefits Fund.

The cum dividend date was determined at 23 August 2013, and the dividend payment date at 12 September 2013.

Proceedings against PZU concerning revocation of resolutions on distribution of PZU’s profit for the 2006 financial year have been presented in detail in Section 52.1.

25.1.4.2 Interim dividend for 2013

On 26 August 2013, the Management Board of PZU adopted a resolution concerning payment of interim dividend for 2013 in the amount of PLN 1,727,046 thousand, i.e. PLN 20.00 per share, in accordance with Article 349 of the Code of Commercial Companies, from the profit generated for the period of 6 months ended 30 June 2013 in the amount of PLN 4,679,913 thousand, as per the separate financial statements of PZU prepared for the aforesaid period in compliance with PAS.

On the same day, the Supervisory Board granted their consent for payment of the aforementioned interim dividend. The record date was set as 12 November 2013 and the payment date – as 19 November 2013.

25.1.4.3 Distribution of profit for 2013

By the date of signing these consolidated financial statements, the Management Board of PZU has not adopted a resolution on distribution of profit for 2013.