Shareholders and General Meeting of Shareholders
As of 31 December 2016 the Bank’s shareholders’ equity comprised 1,213,116,777 shares (with nominal value of PLN 1 each). Presented below is information about shareholders holding directly or indirectly substantial blocks of shares together with indication of the number of shares held by them, their participation in shareholders’ equity and in the total number of votes at the Bank’s GMS. Due to the fact that the Bank is a public company whose shares are traded on the Warsaw Stock Exchange the Bank does not have detailed information about structure of shareholders holding less than 5% share in shareholders’ equity capitals. According to information available, as on 31 December 2016, the Bank had three shareholders holding more than 5% of votes on GMS.
Banco Comercial Portugues S.A., the largest private Portuguese bank – as the strategic investor holds 50.10% of all shares of Bank Millennium. The Bank’s significant shareholders are also: the biggest Polish pension fund Nationale-Nederlanden Otwarty Fundusz Emerytalny (former ING OFE), which as of 31 December 2016 held 9.94% shares of the Bank and AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK holding 5.45% shares of the Bank.
The remaining shares i.e. 34.51% of share capital are widely distributed among Polish and foreign shareholders, both institutional as well as private.
Shareholders of the Bank as of 31 December 2016
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| Shareholder | Number of shares | % stake in shareholders’ equity | Number of votes | % participation in votes at GMS |
|---|---|---|---|---|
| Banco Comercial Portugues S.A. | 607 771 505 | 50.1 | 607 771 505 | 50.1 |
| Nationale-Nederlanden OFE (d. ING OFE) | 120 634 080 | 9.94 | 120 634 080 | 9.94 |
| AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK | 66 136 567 | 5.45 | 66 136 567 | 5.45 |
Shareholders of the Bank as of 31 December 2015
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| Shareholder | Number of shares | % stake in shareholders’ equity | Number of votes | % participation in votes at GMS |
|---|---|---|---|---|
| Banco Comercial Portugues S.A. | 607 771 505 | 50.1 | 607 771 505 | 50.10 |
| Nationale-Nederlanden OFE (d. ING OFE) | 115 615 810 | 9.53 | 115 615 810 | 9.53 |
| AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK | 78 310 605 | 6.46 | 78 310 605 | 6.46 |
Data in the tables were ascertained according to the rules described below. To the extent concerning BCP these are data collected in connection with registration of shareholders authorised to take part in the Bank’s GMS convened for, respectively, 31 March 2016 and 21 May 2015.
The number of shares held by Nationale-Nederlanden OFE and their stake in the Bank’s shareholders’ equity was calculated on the basis of the Annual Structure of Assets of the Fund as of 31 December 2015 and 31 December 2016 published on the website www.nn.pl. Meanwhile data concerning AVIVA OFE – on the basis of the Annual Structure of Assets of the Fund as of 31 December 2015 and 31 December 2016, as published on the website www.aviva.pl. For the purpose of making the above mentioned calculations the average price of the Bank’s share on these days was assumed at PLN 5,6468 for 2015 and PLN 5,1481 for 2016.
BCP, as the majority shareholder, is exercising shareholder’s rights specified in the Act of 15 September 2000 – the Code of Commercial Companies and in the Bank’s Articles of Association. BCP holds corporate control over the Bank. By holding the majority of votes at GMS it can exercise decisive influence on decisions regarding the most important corporate matters such as change of the Bank’s Articles of Association, issue of new shares of the Bank, reduction of the Bank’s shareholders’ equity, issue of convertible bonds, payment of dividend and other activities, which in accordance with Code of Commercial Companies (KSH) require an ordinary or qualified majority of votes at the GMS. BCP also holds a sufficient number of votes to appoint all members of the Supervisory Board, which in turn appoints members of the Management Board. Due to the above corporate authority BCP has the capacity to exercise significant control over the Bank’s activity.
The Bank is not aware of any agreements concluded between shareholders regarding their mutual cooperation and the Bank is not aware of any agreements that, in future, might cause changes in the proportions of shares held by existing shareholders.
The Bank’s shareholders exercise their rights in the way and within the boundaries defined by effective generally applicable laws, the Articles of Association of the Bank as well as the Bylaws of the General Meeting of Shareholders. Each share of the Bank entitles to one vote, however registered founding shares in the outstanding number of 61,800 are preferential in as much as one share entitles to two votes at the GMS. Registered founding shares in total accounted for 0.0051% of the Bank’s share capital and 0.0102% of the total number of votes at a General Meeting, as of 31 December 2016.
Founding shares are subject to disposal restrictions, i.e. their disposal subject to consent of, at least, three fourths of the founders, to other founders does not result in their loss of preferential status. A disposal of registered founding shares in all other cases causes loss of their preferential status. There are no restrictions on exercising voting rights under the Bank’s shares and none of the holders of securities issued by the Bank has any special controlling rights with respect to the Bank.
Bank Millennium shares are listed on Warsaw Stock Exchange in Warsaw since 13 August 1992 as the first among all banks. Currently 1 213 008 737 shares with code ISIN PLBIG0000016 (WSE symbol: MIL; Reuters: MILP.WA; Bloomberg: MIL PW) are traded on the stock exchange.
In addition, shareholders have 108,040 registered shares of which 61,800 are founder’s shares, privileged (right to two votes on GMS). Thus, total number of Bank Millennium shares amounts to 1.213.116.777 and total number of votes on GMS amounts to 1.213.178.577.
General Meeting of Shareholders
The highest body of the Bank is General Meeting of Shareholders, which operates in accordance with generally applicable effective laws including, in particular: the Code of Commercial Companies and the Act of 29 August 1997 – the Banking Law. Internal procedural rules of the General Meeting of Shareholders are provided for in the form of the Articles of Association and Bylaws and are available from the Bank’s website by clicking the bookmark: ”About the Bank > Corporate Bodies & Governance”. These documents describe, in particular, procedures applicable to General Meeting activities, its competences and, moreover, they indicate specific powers of shareholders to be exercised in the course of a General Meeting.
The competencies of the General Meeting include, inter alia, amending the Articles of Association, which includes an increasing and reduction of shareholders’ equity.