Good morning, ladies and gentlemen. Welcome. My name is Marcin Kubicza, and I am the President of the Management Board of PZU SA. I would like to welcome the shareholders present at this assembly. I would like to the Management Board vice president, members of the Supervisory Board, as well as members of the corporate staff. I hereby open this extraordinary general assembly convened for the 3rd of November at noon. Now I would like to ask the technical staff to instruct us on the voting equipment. You have all received a tablet. You can check your data, number of shares that you have. Once we have voting session, there will be three available options. Pick one of them and then confirm. When you have selected your option, then you will be transferred to a second screen where you will be asked to confirm your choice.
If the choice you see on the second screen is not the one you have selected, you can still return to the first screen. However, after you have confirmed your decision, it can no longer be reversed. Depending on the type of vote, the voting will either be confidential or open. Are there any questions as for the technicalities? I do not see anything. This brings me to Item 2 of the agenda on electing the Chairperson of the Extraordinary Shareholder Meeting, and I would like to request the assembly to suggest candidates. Unfortunately, I cannot hear the speaker. Paulina Warszawska, plenipotentiary. I would like to propose Andrzej Herbet as the chair. Does Professor Herbet agree to be the candidate? Are there any other candidates? I see none. Thank you very much.
Let me inform you that the draft resolution on electing the Chairperson of the Extraordinary Shareholder Meeting is included in the materials that have been made available to you on the website. I would like to read it now. Pursuant to Article 409, Paragraph 1 of the Commercial Company Code and Paragraph 17, Section 2 of the Articles of Association of Powszechny Zakład Ubezpieczeń Spółka Akcyjna, the PZU SA Extraordinary Shareholder Meeting hereby resolves as follows: The Extraordinary Shareholder Meeting of PZU SA resolves to elect Mr. Andrzej Herbet as the Chairperson of the PZU SA Extraordinary Shareholder Meeting.
Paragraph 2: The resolution comes into force when adopted. Ladies and gentlemen, allow me to inform you that we will vote on personal issues. That is why it will be confidential ballot. Please pass your votes.
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Has everyone had the chance to pass their votes and execute their rights? I hereby close the vote, and please communicate the results. Ladies and gentlemen, 599,811,794 valid votes have been passed, and it represents 69.4659% of the capital in favor, 599,811,749 against, 235 abstentions, 42,695. The resolution is passed.
I would like to hand over to the Chairperson of this Extraordinary Shareholder Meeting .
I would like to welcome you too. Thank you very much for your trust demonstrated by this vote, and I hereby take over the role of the chair of this meeting, and I would like to hereby sign the attendance list. Ladies and gentlemen, before we continue with the agenda, let me remind you that according to the information clause on the website, the Powszechny Zakład Ubezpieczeń SA in Warsaw is the administrator of your data. The information obligation has been fulfilled. This meeting is transmitted online, and the image and the voice of the members, participants can be recorded, but it is a one-side transmission.
This brings me to Item 3 on the agenda, the confirmation that the Extraordinary Shareholder Meeting was called correctly and is capable of passing resolutions. Let me remind you, ladies and gentlemen, that this meeting has been convened by the Management Board of the company on its own initiative under Article 399 of the Code of Commercial Companies, as well as paragraph 10 of the Articles of Association. The announcement of the meeting, including the draft resolutions, has been published in the current report on October 6. It is also available on the website of the company. 21 days prior to this meeting, at the latest, the attendance list had been created based on the list submitted by the Krajowy Depozyt Papierów Wartościowych.
All issues suggested to the agenda have been submitted to the Supervisory Board, and opinion of the board has been shared with the shareholders. So, based on the list of attendance signed by me, let me state that the number of participants at this meeting represents a total of 599,854,679 shares, representing the same number of votes, which makes up more than 69.4% of the share capital out of the total number of 809,563,000 shares. Of course, the Extraordinary Shareholder Meeting is capable of adopting resolutions regardless of the numbers of participants represented. Let me state that this meeting has been properly convened and has the capacity to adopt valid resolutions on all issues included in the agenda.
Before we move on to discuss the following items on the agenda, and before we move on to the following votes, let me remind you that as chair, according to the Articles of Association, it is my obligation to ensure smooth conduct of this meeting, of course, within the limits defined by law. Let me address some points of order. The content of the draft resolutions made available by the company will be shown right behind me in the screen. I will not read the full content of the resolutions unless there is a specific request to do so. There is one exception, however, the resolution on amending the Articles of Association.
Should there be any alternative proposals to the content of the draft, please inform us beforehand, and in such cases, such an alternative text should be transferred electronically or at least in writing so that the secretary can include it in the minutes. Then we will take a short technical break to introduce the amendments. If anyone would like to intervene, please raise your hand, and then after you've been called, introduce yourself and introduce the shareholder you are representing and inform the purpose of your statement. Questions submitted to the Management Board of the company can only refer to issues included in the agenda, and only such questions will be acceptable.
I would also like to suggest a time limit on your intervention, a maximum of 10 minutes for statements and five minutes for questions. If I hear no objections, I will assume that the Extraordinary Shareholder Meeting approves such mode of conduct, which brings me to the next vote. Now, Item 4, adoption of the agenda, resolution number two of today's Extraordinary Shareholder Meeting . Let me remind you, ladies and gentlemen, the agenda has been announced in current report number 25/20--[audio distortion] of October 6, 2026. It consists of eight items, and right now you can see it right behind me in the screen. At the same time, I would like to emphasize that the order of Items 5 and 6 is relevant. There is a strict connection between the two.
Only in the case of adopting a resolution on amending the Articles of Association of PZU SA, according to the Management Board's proposal, will it be possible to vote on the following item, which is the adoption of a resolution on the approval of the issuance by PZU SA of subordinated capital bonds on the domestic market. Therefore, let me remind you that the resolution on amending of the Articles of Association requires a qualified majority of 75%. In the case of adoption of a said resolution, you will be able to vote on Item 6. If this is not the case, then Item 6 will become irrelevant, so we will not be voting on it. If there are no comments or remarks, I order a vote on the issue.
Please start the voting system. Ladies and gentlemen, please pass your votes now. This is an open ballot. I've received a sound that you have all executed your voting rights, so I hereby close the vote. I state that 599,854,679 valid votes have been passed in favor, 599,811,984 in favor, none against, abstentions 42,695. So the resolution is hereby adopted.
Therefore, let us move on to the next item on the agenda. That is the vote on the resolution on amending the Articles of Association. It is Resolution Number 3. Before we vote on Item 5 and Item 6 that are closely linked, I will give the floor to the Management Board so that they can briefly present the reasons regarding the amending of Articles of Association and the issuance of bonds.
Thank you, Chair. It is my pleasure to welcome you at this Extraordinary General Meeting. We have carried out an analysis in the run-up to the issuance of the bonds, and according to this analysis, in order to issue such bonds, we need to amend our Articles of Association. This is based on the legal opinion that we have commissioned and received. Th erefore, we would like to ask you to vote in favor of amending the Articles of Association.
Our CFO will take the floor now and will explain to you the reasons for issuing the bonds.
Ladies and gentlemen, good afternoon. PZU SA currently has issued over PLN 2 billion of subordinated debt. They are series A, issued 10 years ago, and their maturity date is in July next year. We are currently preparing to refinance this debt. For this reason, we would like to issue new subordinated debt on the domestic market in Polish zlotys up to the amount of PLN 3 billion with the maturity date that would be no longer than 10 years, and there will be a possibility to repay the debt earlier, but not sooner than after five years from the issuance.
Of course, we will only be able to do it if the shareholders approve amending the Articles of Association. Then the Supervisory Board needs to issue an opinion on the new wording of the Articles of Association. If this body does not raise objections, the new Articles of Association needs to be officially registered, and then we can issue the bonds. You may ask why are we planning to issue bonds worth up to PLN 3 billion. Our current subordinated debt in the amount of PLN 2.25 billion accounts for 15%, or corresponds to the 15% of our solvency ratio. We believe that legal changes that will enter into force in Q1 next year will increase the requirements for solvency ratio.
Also, our portfolio keeps growing, and that is why we want to ask for your consent to issue bond worth up to PLN 3 billion, because it is still within 15% of our solvency ratio. It is going to be after all the changes that I have just described will take effect. So, we would kindly ask you to vote in favor of both resolutions.
I would like to open the floor for debate now. Are there any statements? Does anyone want to take the floor?
Arkadiusz Feliks, I am a private investor. I would like to ask you about PLN 750 million. I would like to know how the Management Board will ensure that the money obtained from the new bonds will not be used for other purposes than refinancing of the debt. Because how do we know that they are not going to be used to finance mergers or any other expenses or dividends?
As I have just said, our current subordinated debt with a maturity date in July 2027, we believe that after the new bonds are issued, we will pay back the debt, of course, if the holders of the bonds agree. Still, not later than in July 2027, the entire existing debt will be repaid. The net amount of the new issuance, if we issue the maximum limit, so if we use the maximum limit, so if we issue bonds worth PLN 3 billion, it indeed will be by PLN 750 million higher than the existing subordinated debt. Our subordinated debt will go up.
Please bear in mind that the bonds that we will need to buy out were issued 10 years ago, and over those 10 years, our portfolio has grown, our scale of activity increased, and this means that the capital requirements regarding our company have changed. That is why I have just said that the new bond issuance, even if they are worth up to PLN 3 billion, will still correspond to 15% of the solvency ratio under capital requirements. I also want to add that this is one of the lowest ratios of external financing among large insurers operating on the European market. It is the so-called leverage ratio, and if we issue the new bonds, our leverage ratio will be at 7%, while the point of reference for many European capital groups is a dozen percent, if not more.
Still, we will remain a company that finances its operations from external sources to a relatively low extent. The aforementioned PLN 750 million will be used to cover capital requirements across all business units of PZU, so insurance and not only. In particular, we have in mind covering market risk and actuarial risks. Because I understood that Item 7 is about refinancing the existing bonds, and it turns out that the costs of issuing new bonds would be higher than PLN 2.25 billion , but it still would be less than PLN 750 million.
I would like to ask you about the warranties. How can you guarantee that this amount will not be used to pay higher dividends for the State Treasury or for mergers or takeovers of other companies?
Well, covering our capital requirements on a secure level is a part of our DNA. This is our ambition, and always when we present our quarterly results, we pay special attention to this ratio. We know that next year the regulations will change and capital requirements will be higher. So emitting additional PLN 750 million will be used to cover all the capital requirements. The solvency ratio is always an important factor, and it is taken into account when we recommend the amount of dividends for shareholders after the closure of the financial year. Therefore, I would say that, to answer your question, that these two threads are closely linked.
However, as I have said before, the level of subordinated debt at PZU is one of the lowest in Europe, if we compare ourselves to other big insurance companies. There is no threat, in our opinion. This issuance does not go against the interest of any shareholders.
Ladies and gentlemen, does anyone else would like to take the floor? If not, then as promised, I will read out the draft resolution. Pursuant to Item 18 of the Articles of Association of PZU Joint Stock Company, the Extraordinary Shareholder Meeting resolves as follows: Item 1, the Articles of Association of PZU Joint Stock Company are amended as follows: One, Item 18.6 with the following current wording, "Issue of bonds," is replaced by the following wording, "Issue of bonds, including the bonds referred to in Item 32.3." Item 2, in Item 32, after paragraph two, paragraph three is added with the following wording, "The company may issue capital bonds within the meaning of Article 27A of the Act of 15 January 2015 on bonds."
Item 2, the resolution shall become effective upon adoption, subject to entry of the amendment to the Articles of Association of PZU SA in the Register of Entrepreneurs of the National Court Register. The resolution in this wording is now subject to vote.
The vote is closed. The number of votes cast is behind me on the screen. Also, the share of the share capital is represented through those votes. Votes in favor are in green. Votes against are in red. Abstentions in blue. The resolution on the amending of the Articles of Association of PZU SA has been adopted. We are now moving to the next item on the agenda, resolution number four, on the approval of the issuance of subordinated capital bonds on the domestic market. We have already discussed the reasons behind proposing this resolution to vote and how does it relate to the previous resolution.
I also would like to remind you that this draft has received an approval of the Supervisory Board. It has been officially published. Does anyone would like to take the floor regarding this item? If no one wants to take the floor, we will proceed to the vote. The draft resolution is displayed behind me on the screen. I would like to mention that this is a framework resolution, which means that it presents the maximal amount up to which the Management Board may decide to issue subordinated capital bonds. There is one correction, though, to this draft resolution.
The draft has been announced in the current report number 25/2026. There is a correction that was submitted by the Management Board at the beginning of this meeting in Item 2. The words "enter into force" has been added. This was a typo that has been corrected. If no one would like to take the floor, let me open the vote on this resolution. A qualified majority is not required. Please cast your votes.
The vote is closed. The total number of votes cast is visible right behind me in the screen, and it represents 69.4659% of share capital. The number of votes in favor is in green, votes against in red, and abstentions in blue. The resolution has been adopted.
Ladies and gentlemen, this brings us to the next item on the agenda, Item Number 6, resolution on decision to pursue claims to redress damage caused in the performance of management duties by former member of the Management Board of PZU SA. The draft resolution has been published, but I am sure it will be shown on the screen as well. The reasons have also been made available by the Management Board, so you should have them in your materials.
Let me remind you that first, resolution of this Extraordinary Shareholder Meeting has one purpose only, namely to authorize the company to possibly pursue claims to redress damage caused in the performance of management duties. However, it does not sanction anything, it does not decide anything yet, it just removes a certain procedural obstacle. The legislator has designed it in a way that such redress of claims must be authorized by the shareholder meeting. Let me just remind you that the shareholder cannot vote via a plenipotentiary. If there are any obstacles in the case of any of you, please inform us about it.
Are there any interventions on this issue?
This is me again, Arkadiusz Feliks. I seem to be the most active shareholder here today. I have a question on this item. Because of the application, this proposal, in the liquidation procedure that this claim refers to, has the subject received all the documents and also have all the opinions of experts on all documents that were used in the evaluation of this case and the decision that the statute of limitations applies have been made available? Has the company taken into account that this infringement on the act of insurance may impact the period of limitations in the case of insurance claims?
The Management Board informs that the claim was time-barred. Please explain whether, according to the company, failure to submit all relevant documents may or may not have postponed or prolonged the period of limitations. If this be the case, my question is whether this hypothesis that this claim was time-barred can still be held as a valid reason to pursue claims against Ernest Gerard Bejda. During the last shareholder meeting, I also asked a question about other documents, including the evaluation of certain assets. Thank you.
Please give the Management Board a chance to answer, because I am not sure if access to documentation can in any way affect the issue that we are dealing here right now. The way I read the materials submitted to the shareholder meeting, yes, we do consider the possibility that the statute of limitations may have passed in this case. In any case, this decision of the shareholder meeting should be directional only, and there is no reason for a shareholder meeting to take such a decision only in the case in which the statute of limitations has not passed. But I would like to consult our lawyers on that issue.
Ladies and gentlemen, the procedural loss settlement was carried out in line with the valid and relevant legislation, as well as internal regulations of PZU SA. As a result of internal procedures, certain irregularities have been detected, and we have informed the law enforcement about the suspected infringement. That is why the proposal has been made for the shareholder meeting to adopt this resolution. I have certain concerns referring to the previous shareholder meeting. It is my impression that Mr. Rutkowski may have misled shareholders. I am looking at the report of actions, which in practice are not shared with those injured. But I am sorry to interrupt you, but I do not allow a further discussion on this issue because this case is not relevant for this issue.
From what we have heard from the Management Board, this is absolutely irrelevant. Your concern has no connection to this specific case.
Mr. Chair, of course, here we are bound by insurance confidentiality rules, so we are not allowed to divulge any further information.
Yes, of course, we are moving in a very sensitive area right here. On the one hand, there is the obligation to inform shareholders. However, there is a certain level of secrecy that is also required under the Act on Insurance Operations.
Ladies and gentlemen, are there any other interventions on the topic? Yes?
I know I am being stubborn, but I would like to request an answer on the issue whether in this specific loss settlement procedure, have all the relevant documents have been submitted? I understand the secrecy requirement. However, on my own example, this type of documents sometimes fails to be shared with relevant persons. So can the Management Board answer in one sentence? This does not apply to loss events in traffic.
If there are no other interventions, I hereby close the discussion and we will now vote. It is a secret ballot. The voting system is now active. Please cast your votes. The vote is closed. Number of votes cast will be displayed in the screen in just a moment. It is in the top line representing 69.4659% of share capital. The number of votes in favor in green, against in red, and abstentions in dark blue. The resolution is hereby adopted.
Ladies and gentlemen, we have exhausted the agenda for today's Extraordinary Shareholder Meeting of PZU SA. During the meeting, five resolutions have been adopted. Both the content of the resolutions and the number of voting results will be made public in our annual report as well as on the website. I would like to thank all shareholders, representatives, the media, our advisors, and all staff for participation, and thank you for helping us move through this meeting smoothly. I close the meeting.