12 Jun 2017 07:00
8.06.2017 - Report 33/2017: Receiving of a notice of exceeding the threshold of 25% of total number of votes on General Shareholders Meeting of Bank Pekao S.A. by acting in agreement Powszechny Zakład Ubezpieczeń S.A. ("PZU S.A.") and Polski Fundusz Rozwoju S.A. ("PFR S.A."), and of granting by UniCredit S.p.A. to PZU S.A. and PFR S.A. a power of attorney to represent UniCredit S.p.A., at the Extraordinary General Meeting of Bank Pekao S.A., convened on 8 June 2017.
The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") informs that on 7 June 2017 the Bank has received notice ("Notice") from Powszechny Zakład Ubezpieczeń S.A. ("PZU S.A.") and the Polski Fundusz Rozwoju S.A. ("PFR S.A."), pursuant to which:
I. as a result of settlement on 7 June 2017 of the purchase transaction from UniCredit S.p.A. by PZU S.A. and PFR S.A., as Parties to the agreement referred to in Art. 87 sec. 1 (5) of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (the "Agreement"; "Act on Offering"), of 86 090 172 (eighty six million ninety thousand one hundred and seventy two) shares of the Bank, constituting 32,8% of the Bank's share capital and carrying 86 090 172 (eighty-six million ninety thousand, hundred and seventy-two) votes accounting for 32.8% of the total number of votes, PZU S.A. and PFR S.A. jointly exceeded the threshold of 25% of the total number of votes at the Bank.
1. Joint exceeding the threshold of 25% of the total number of votes in the Bank by PZU S.A. and PFR S.A. resulted from a direct purchase from UniCredit S.p.A. by, respectively:
- PZU S.A. 52 494 007 (fifty two million four hundred ninety four thousand seven) shares of the Bank, constituting approximately 20% of the Bank's share capital and entitling to exercise 52 494 007 (fifty two million four hundred ninety four thousand seven) votes accounting for approximately 20% of the total number of votes and
- PFR 33 596 165 (thirty three million five hundred ninety six thousand one hundred and sixty five) of the Bank's shares, representing approximately 12.8% of the Bank's share capital and entitling to 33 596 165 (thirty three million five hundred ninety six thousand one hundred and sixty five) votes, constituting about 12.8% of the total number of votes.
The change in the ownership of the Bank's shares by PZU S.A. and PFR S.A. occurred as a result of the settlement made on 7 June 2017 ("Settlement") of transactions conducted thorough purchase orders and the sale orders of the Bank's shares submitted by respectively PZU S.A. and PFR S.A. and UniCredit S.p.A on 7 June 2017.
2. Before the settlement, PZU S.A. and PFR S.A. hold together a total 1 (one) share of the Bank, representing approximately 0.00000038% of the Bank's share capital and entitling to one vote, representing approximately 0.00000038% of total votes, where:
- PZU S.A. did not directly or indirectly own any of the Bank's shares
- PFR S.A. held directly only 1 (one) share of the Bank, representing approximately 0.00000038% of the Bank's share capital and entitling to one (1) vote, representing approximately 0.00000038% of the total number of votes.
3. As a result of the settlement, PZU S.A. and PFR S.A. acquired a total of 86 090 172 (eighty six million ninety thousand one hundred and seventy two) shares of the Bank, representing approximately 32.8% of the Bank's share capital and carrying 86 090 172 (eighty six million ninety thousand one hundred and seventy two) votes accounting for approximately 32.8% of total votes and as a result, as of June 7, 2017, they hold together 86 090 173 (eighty six million ninety thousand one hundred and seventy three) shares of the Bank, accounting for approximately 32.8% of the Bank's share capital and entitling them to 86 090 173 (eighty six million ninety thousand one hundred and seventy three) votes representing approximately 32.8% of the total number of votes, with the following votes as at 7 June 2017:
- PZU S.A. holds only directly 52 494 007 (fifty two million four hundred ninety four thousand seven) shares of the Bank, representing approximately 20% of the Bank's share capital and entitling her to 52 494 007 (fifty two million four hundred ninety four thousand seven) votes representing approximately 20% of total votes, while
- PFR S.A. holds only directly 33 596 166 (thirty three million five hundred ninety six thousand one hundred sixty six) shares of the Bank, constituting approximately 12.8% of the Bank's share capital and entitling to 33 596 166 (thirty three million five hundred ninety six thousand one hundred and sixty six) votes representing about 12.8% of the total number of votes.
4. PZU S.A. and PFR S.A. further informed the Bank that as of 7 June 2017, the number of votes from the Bank's shares held (directly and indirectly) by the Parties, calculated in the manner specified in Art. 69b section 2 of the Act on Offering is equal to 0 (zero). Each Party has stated that it is neither entitled nor obliged to acquire any of the Bank's shares as the holder of the financial instruments referred to in art. 69b section 1 pt. 1 of the Act on Offering and financial instruments referred to in Art. 69b section 1 pt. 2 of the Act of Offering, which are not performed exclusively by cash settlement,
As of June 7, 2017, the number of votes from the Bank's shares held (directly and indirectly) by the Parties, calculated in the manner specified in Art. 69b section 3 of the Act on Offering is equal to 0 (zero). Each of the Parties stated that it did not hold any votes from the Bank's shares, which are directly referred to by financial instruments mentioned in art. 69b section 1 pt. 2 of the Act on Offering
In reference to above, the total number of votes indicated pursuant to Art. 69 sec. 4 points 2, 7 and 8 of the Act on Offering was 1 (one) vote, and its percentage share in the total number of votes was 0.00000038%.
5. In addition to the entities indicated in the Notice, ie PZU S.A and PFR S.A., there are no subsidiaries or dominant parties directly holding the Bank's shares;
Neither Party nor any of its subsidiaries nor dominant entity to the Parties:
- is a party to any agreement for the transfer of voting rights from the Bank's shares within the meaning of art. 87 sec. 1 pt. 3 let. C of the Act on Offering;
- is a party to any other agreement referred to in art. 87 sec. 1 pt. 5 of the Act on Offering;
All shares acquired by the Parties as a result of the Settlement are shares of the same type.
II. UniCredit S.p.A. granted to PZU S.A. and PFR S.A. powers of attorney referred to in art. 87 sec. 1 pt. 4 of the Act on Offering, concerning only one general meeting, ie the Extraordinary General Meeting of Shareholders, convened for June 8, 2017, announced in the Bank's current report no. 23/2017 dated May 12, 2017 ("Powers of Attorney" "EGM").
Granting of the Powers of Attorney took place before the Settlement. Prior to granting the Power of Attorney:
- PZU S.A. did not hold directly or indirectly any shares of the Bank,
- PFR S.A. held directly 1 (one) share of the Bank, constituting about 0.00000038% of the Bank's share capital and entitling it to exercise 1 (one) vote representing approximately 0.00000038% of the total number of votes.
Power of attorney entitles respectively:
- PZU S.A. to exercise the voting rights of 52 494 007 (fifty two million four hundred ninety four thousand seven) shares of the Bank, constituting approximately 20% (twenty percent) of the Bank's share capital and entitling to exercise 52 494 007 (fifty two million four hundred and ninety four thousand seven) votes, representing about 20% of the total number of votes, and
- PFR S.A. to exercise the voting rights of 33 596 165 (thirty three million five hundred ninety six thousand one hundred and sixty five) of the Bank's shares, representing approximately 12.8% of the Bank's share capital and entitling to 33 596 165 (thirty three million five hundred ninety six thousand one hundred sixty five ) votes representing about 12.8% of the total number of votes.
Power of attorney remains valid until the EGM closes.
Taking into consideration the acquisition by PZU S.A. and PFR S.A. of the total package 86 090 172 (eighty six million ninety thousand one hundred and seventy two) of the Bank's shares, which constitutes approximately 32.8% of the Bank's share capital and entitling to 86 090 172 (eighty six million ninety thousand one hundred seventy two) votes constituting 32.8% of the total number of votes, a loss by PZU SA and PFR S.A. of the ability to exercise voting rights under the Power of Attorney will not change the number of voting rights exercised by the Parties. Since the acquisition of Bank's shares PZU S.A. and PFR S.A. together may exercise voting rights from 86 090 173 (eighty six million ninety thousand one hundred seventy three) shares of the Bank, representing approximately 32.8% of the Bank's share capital and carrying 86 090 173 (eighty six million ninety thousand one hundred seventy three) votes, constituting about 32.8% of the total number of votes, of which as of 7 June 2017:
- PZU S.A. holds directly 52 494 007 (fifty two million four hundred ninety four thousand seven) shares of the Bank, constituting approximately 20% of the Bank's share capital, entitling her to 52 494 007 (fifty two million four hundred ninety four thousand seven) votes, constituting approximately 20% of the total number votes,
- PFR S.A. holds directly 33 596 166 (thirty three million five hundred ninety six thousand one hundred sixty six) shares of the Bank, representing approximately 12.8% of the Bank's share capital, entitling her to 33 596 166 (thirty three million five hundred ninety six thousand one hundred sixty six) votes, representing about 12.8% of the total number of votes.
Other information required under art. 69 of the Act on Offering are indicated in sections I.4 and I.5 above.
Legal basis: Art. 70 pt 1 and Art. 70 pt. 1 in connection with art. 90 sec. 3 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2016, item 1639, as amended).