PZU, Poland’s largest insurer, is examining an alternative restructuring with Bank Pekao after the original merger plan ran into legal and political obstacles that have delayed the transaction.
The Polish government is working on a structure requiring fewer legislative changes, State Assets Minister Wojciech Balczun said.
The revised approach would preserve the state’s holdings or corporate rights within the group while separating banking and insurance operations through a holding structure.
PZU owns 20% of Bank Pekao and 31.91% of Alior Bank. The insurer announced plans in June 2025 to reorganise its operations and merge with Pekao, one of Poland’s largest banks. PZU’s latest group structure confirms both holdings remained unchanged as of June 30, 2026.
The original transaction involved two stages. PZU would first separate its operating insurance business into a wholly owned subsidiary, leaving the listed parent company as a holding company. That holding company would then merge into Bank Pekao, which would become the parent of the combined banking and insurance group.
PZU and Pekao initially expected to complete the transaction around mid-2026. The timetable slipped because the proposed structure depends on amendments to Polish law as well as regulatory approvals and shareholder consent.
Passing the required legislation has become more difficult amid continuing disputes between Prime Minister Donald Tusk’s government and President Karol Nawrocki. Nawrocki, an ally of the opposition Law and Justice party, has blocked or challenged several government measures since taking office, increasing uncertainty around legislation needed for the PZU transaction.
Balczun said the government is therefore considering other structures with a greater chance of implementation. One option would place banking and insurance businesses beneath a separate holding company, reducing the amount of legislative work required compared with the original PZU-Pekao merger design.
The government still wants to retain its economic interests or corporate rights within the reorganised group. Details of the alternative structure, including ownership percentages and the treatment of existing shareholders, haven’t been finalised publicly.
Under the initial proposal, the transaction was intended to leave one listed parent company while preserving PZU and Pekao as separate operating brands. Pekao would sit at the top of the new group, with the insurance operations continuing through subsidiaries rather than disappearing into the bank itself.
PZU said the original design was intended to simplify ownership and corporate governance while improving the group’s bancassurance model. Management also expected the structure to generate capital benefits under European banking rules and create additional lending capacity for Pekao.
The treatment of Alior Bank remains a separate issue.
PZU’s original transaction materials stated that the group would later assess options including a sale of the Alior stake or a merger between Alior and Pekao rather than resolving that question as part of the first transaction.
The alternative holding-company structure signals that Warsaw still intends to reorganise PZU’s banking and insurance assets even if the original merger route proves impractical. The final form now depends on whether officials find a structure that achieves the financial objectives without relying on legislative changes vulnerable to a presidential veto.
