Held on 2 December 2009 was an Extraordinary Meeting of Shareholders of PZU S.A. Two decisions taken during the meeting are of paramount importance to PZU S.A – Central and Eastern Europe’s largest insurer. The first decision concerns a formal initiation of PZU’s stock debut procedure. In line with the Settlement and Divestment Agreement, the second item on the agenda concerned the change of PZU’s Articles of Association by reducing the number of Eureko’s representatives in PZU Authorities until the company’s IPO transaction has been completed. After the said public debut, PZU’s Supervisory Board shall not include Eureko’s representatives. As at the day of the Agreement of 1 October 2009, representatives of Eureko in PZU’s Management Board retired from their positions as members of the Management Board.
 

The Extraordinary Meeting of PZU’s Shareholders constitutes another step in the implementation of the provisions under the Settlement and Divestment Agreement of 1 October 2009 between the Polish Treasury and Eureko B.V. Shareholders present during the meeting decided to formally commence the IPO process in the course of which Kappa S.A. will sell 14.9% of shares and Eureko B.V. will sell 5% of PZU shares. Kappa S.A. is a special purpose vehicle controlled by the Treasury to which 4.9% of Treasury shares and 10% of shares held by Eureko were contributed immediately after the conclusion of the negotiations. At the time when the biggest Polish insurer will have made its stock debut (scheduled for 2010), Eureko will have maintained 18% of PZU’s share capital whereas the Treasury will have held 50.1%.

The second important item on the agenda during the Extraordinary Meeting of Shareholders involved a change in PZU’s Articles of Association. In line with this decision, until PZU’s stock debut Eureko will keep one representative in the company’s Supervisory Board, whereas another member of the Supervisory Board will be jointly appointed by both of PZU’s biggest shareholders. The main task for these representatives of shareholders, including the member of the Supervisory board nominated by the Ministry of Treasury, will be to supervise the preparations for the planned IPO. As at 1 October 2009, Eureko has no representatives in the Management Board of PZU and in the authorities of PZU’s subsidiaries.   

The objective of the Ministry of Treasury and Eureko for the period preceding PZU’s IPO is to make the Polish capital market, including Polish pension funds, and international investors interested in this offer. Individual investors will also play a significant part in the company’s debut.

The public debut of PZU S.A will enable the company to strengthen its role as the leading insurer in Central and Eastern Europe as well as to use its potential for further growth. After three quarters of 2009, the net profit of the PZU Group amounted to PLN 3.3 billion which constitutes a 49% growth compared to the corresponding period of 2008.