In 2025, a reorganization process was launched in the PZU Group to create a new banking and insurance group by merging PZU with Bank Pekao.
The first step in the reorganization phase was the signing of a letter of intent between PZU and Bank Pekao on 2 December 2024, which envisaged taking steps to reorganize the PZU Group’s assets in order to optimally utilize the potential of all its companies.
PZU and Bank Pekao signed a memorandum of cooperation on 2 June 2025, which provided a framework for further work toward the Group’s reorganization. At this stage, it was announced that both brands will retain their identities, distinctiveness and autonomy of operation in their business areas, just as they have for many years within the PZU Group, but the new group will be headed by a bank rather than an insurer. To achieve this, it will first be necessary to divide PZU by separating a holding company and a whollyowned subsidiary for its non-life insurance operations. The PZU holding company will then be merged with Bank Pekao as the acquirer. Ultimately, there will be one company listed on the Warsaw Stock Exchange with a much higher capitalization and greater liquidity of shares than the current two, thus increasing the attractiveness of such an entity from the point of view of investors and the entire capital market.
PZU and Bank Pekao signed a Term Sheet on 26 June 2025, i.e., a document that preliminarily establishes the principles of cooperation between the two companies in a potential transaction to reorganize the capital group and create a new banking and insurance group. The signing of the document was another step in the preparation of the transaction, strengthening the parties’ cooperation. Among other things, it was agreed that the companies would establish a Steering Committee and joint working groups to carry out work on the project.
To ensure close coordination of activities, the parties agreed to establish a Steering Committee composed of the presidents of PZU and Bank Pekao and one board member from each company. The committee will meet regularly and make decisions unanimously. Among other things, the committee will determine the project’s schedule and milestones. The parties will also jointly hire an external project manager and establish working groups – joint and in-house – for specific areas of project implementation activities.
The Term Sheet also indicated that the parties would determine the rules for determining the parity of exchange of PZU shares for Bank Pekao shares that would be issued to PZU shareholders in the process of merging the companies. The parity is to be determined taking into account the interests of all shareholders, including minority shareholders, and valuations of PZU and Bank Pekao will be made by reputable entities selected by the insurer and the bank, respectively.
According to the Term Sheet, it was announced that the intention of the parties is to complete the potential transaction by 30 June 2026. The document included a caveat that the execution of the transaction is subject to a number of factors beyond the control of the parties, including the entry into force of relevant legislative changes, including amendments to four laws (on the principles of state property management, banking law, insurance and reinsurance activity and insurance distribution), the agreement and conclusion of relevant transaction documentation by the parties (within 120 days of the entry into force of the necessary legislative changes), obtaining approvals from the Council of Ministers and a number of regulatory approvals, in particular from the KNF.
On 19 December 2025, PZU and Bank Pekao agreed on amendments to the Term Sheet. The parties now intend to finalize the potential transaction by 31 December 2027. Conditions have also been set, and failure to meet them will result in the termination of the Term Sheet.
In particular, the Term Sheet will no longer be effective if the agreed legislative changes enabling the potential transaction are not published in the Polish Journal of Laws by the end of December 2026, and do not come into force by the end of April 2027.
