Shareholders and General Meeting of Shareholders

The General Meeting is the highest body of the Bank’s authorities. It operates in particular on the basis of the Code of Commercial Companies and the Banking Law, as well as the Bank’s internal regulations, i.e. the Articles of Association and the Regulations of the General Meeting. The Bank’s Articles of Association and Regulations of the General Meeting are available from the Bank’s website on the tab: “About the Bank > Corporate bodies and governance”. These documents describe in detail the functioning of the General Meeting and scope of its competencies as well as indicate specific rights of the shareholders during the deliberations of a  General Meeting. The competencies of the General Meeting include inter alia making amendments to the Articles of Association, including change in the amount of the share capital.

As of 31 December 2018, the Bank’s shareholders’ equity was PLN 1,213,116,777 and was divided into 1,213,116,777 shares (with the nominal value of PLN 1 each). In the reporting period no shares were converted from registered shares to bearer shares. Below please find information, in accordance with the data held by the Bank, about the shareholders holding directly or indirectly substantial blocks of shares together with the 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 General Meeting. Due to the fact that the Bank is a public company whose shares are traded on a Stock Exchange the Bank does not have detailed information about the structure of shareholders holding less than 5% of the shares in shareholders’ equity. According to information available, as of 31 December 2018, the Bank had four shareholders holding more than 5% of the votes at a General Meeting.

Banco Comercial Portugues S.A., the largest private Portuguese bank – as the strategic investor – holds 50.10% of all the shares of the Bank. The Bank’s significant shareholders are also: Nationale-Nederlanden Otwarty Fundusz Emerytalny (former ING OFE), which as of 31 December 2018 held 8.66% of the Bank’s shares, Otwarty Fundusz Emerytalny PZU „Złota Jesień”, which as of 31 December 2018 had 6.29% of the Bank’s shares and AVIVA Otwarty Fundusz Emerytalny AVIVA Santander (former Aviva OFE BZ WBK) holding 5.61% of the Bank’s shares.

The remaining shares i.e. 29.34% of the share capital, are dispersed among Polish and foreign shareholders, both institutional and private.

Data in the tables were ascertained according to the rules described below. With respect to BCP these are data collected in connection with the registration of shareholders authorised to take part in the Bank’s General Meetings convened for, respectively, 26 March 2018 and 31 March 2017.

However, as regards Nationale-Nederlanden Otwarty Fundusz Emerytalny and Aviva Otwarty Fundusz Emerytalny Aviva Santander the number of shares and their stake in the Bank’s share capital were calculated on the basis of the Annual Structure of Assets of the above-mentioned Funds as of 31 December 2018 and 29 December 2017. (as published on the websites: www.nn.pl and www.aviva.pl, respectively).

Data relating to Otwarty Fundusz Emerytalny PZU „Złota Jesień” were calculated on the basis of the Annual Structure of Assets of the Fund as of 31 December 2018 (published on the website www.pzu.pl).

For the purpose of making the above-mentioned calculations the volume weighted average price (VWAP) of the Bank’s shares was taken: for 2018 at the level of 8.8258 PLN, and for 2017 at the level of 8.9053 PLN.

Banco Comercial Portugues S.A., as the majority shareholder, exercises a 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 a majority of votes at a GMS it can exercise decisive influence over 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 shareholders’ equity of the Bank, issue of convertible bonds, payout of a dividend and other activities, which in accordance with Code of Commercial Companies require an ordinary or qualified majority of votes at a 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. In connection with the above-mentioned corporate rights BCP has the capacity to exercise significant control over the Bank’s activity.

The Bank is not aware of any agreements concluded between its 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 corporate rights in the way and within the limits defined by 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 founder shares in the outstanding number of 61,800 are preferential in as much as one share entitles to two votes at a GMS. Registered founder 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 2018.

Founder shares are subject to disposal restrictions, i.e. their disposal subject to the 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 founder 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 have been listed on the Warsaw Stock Exchange since 13 August 1992 (first bank to be listed). Currently 1,213,008,737 shares with the code ISIN PLBIG0000016 (GPW 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 preferential founder shares (right to two votes at a GMS). Thus, the total number of Bank Millennium shares is 1,213,116,777 and total number of votes at a GMS is 1,213,178,577.