Key management authorities

• holds a graduate degree received in Poland or a graduate degree received abroad and recognized in the Republic of Poland pursuant to separate regulations;
• has at least 5-year employment period based on an employment agreement, appointment, selection, nomination, cooperative employment agreement or provision of services on the basis of another contract or conducting business activity on one’s own account;
• has at least 3 years of experience on managerial or independent positions or arising from conducting business activity on one’s own account,
• in addition to the abovementioned requirements, meets other requirements arising from separate regulations, in particular is not in breach of any restrictions or prohibitions for holding an executive position in commercial companies.

• acts as a social associate or is an employee of an MP’s office, senator’s office, MP-senator’s office or office of a member of European Parliament pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement;
• is a member of a political party’s governing body externally representing a political party and authorized to take down obligations;
• is employed by a political party pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement,
• is an elected official of a company trade union or a company trade union in a group company,
• his/her public or business activity raises conflict of interest with the PZU’s business.

On 1 January 2023, the term of office of the PZU Management Board started, encompassing three full financial years 2023-2025.

During the period 1 January 2023 – 31 December 2023, PZU’s Management Board consisted of 8 people, and its composition remained unchanged and as of 1 January 2023 and 31 December 2023 was as follows:

1. Beata Kozłowska-Chyła – President of the Management Board
2. Ernest Bejda – Management Board Member
3. Małgorzata Kot – Management Board Member
4. Krzysztof Kozłowski – Management Board Member
5. Tomasz Kulik – Management Board Member
6. Piotr Nowak – Management Board Member
7. Maciej Rapkiewicz – Management Board Member
8. Małgorzata Sadurska – Management Board Member

The individual suitability assessments of PZU’s Management Board Members conducted in 2023 confirmed that all members of the Management Board have adequate knowledge and skills and meet all the suitability criteria necessary to hold their positions.

• On 1 January 2023, the composition of the Management Board was as follows: Beata Kozłowska-Chyła, Ernest Bejda, Małgorzata Kot, Krzysztof Kozłowski, Tomasz Kulik, Piotr Nowak, Maciej Rapkiewicz, Małgorzata Sadurska;
• On 23 February 2024, the Supervisory Board removed the following individuals from the Management Board: Beata Kozłowska-Chyla, Ernest Bejda, Małgorzata Kot, Krzysztof Kozłowski, Piotr Nowak, Małgorzata Sadurska. At the same time, the Supervisory Board delegated (for a period of up to 3 months) two of its members, Anita Elżanowska and Michał Bernaczyk, to temporarily perform the functions of the President and the Member of the Management Board, respectively.

From 24 February 2024 to the date of signing the activity report, i.e. 20.03.2024, the Management Board consisted of 4 people, and its composition was as follows:

1. Anita Elżanowska – Member of the Supervisory Board delegated to temporarily perform the function of the President of the Management Board
2. Michał Bernaczyk – Member of the Supervisory Board delegated to temporarily perform the function of the Member of the Management Board
3. Tomasz Kulik – Management Board Member
4. Maciej Rapkiewicz – Management Board Member

• Aleksandra Agatowska
• Andrzej Jaworski
• Bartłomiej Litwińczuk
• Dorota Macieja
• Sylwia Matusiak (as of 1 January 2023)
• Małgorzata Skibińska (as of 1 February 2023)
• Dominik Witek (as of 6 June 2023)

• Ernest Bejda (until 6 June 2023)
• Krzysztof Kozłowski
• Piotr Nowak
• Małgorzata Sadurska
• Małgorzata Skibińska (as of 1 February 2023)

• Małgorzata Skibińska

PZU Supervisory Board member delegated on 23 February 2024 to temporarily perform the duties of the President of the PZU Management Board.

She is a lawyer, and has completed a program in law at the Faculty of Law and Administration, Maria Curie Skłodowska University in Lublin.

She has 23 years of professional experience in legal advisory services and public administration.

Within her own law firm, she provides legal advisory services relating to purchase procedures, corporate affairs and contracts. She has provided services for entrepreneurs, including the largest companies with State Treasury shareholding, international corporations, as well as SMEs, higher education institutions, local government and administrative authorities.

She supports business in preparing and verifying as well as implementing transparent and competitive procedures. She combines legal aspects of procedural application with the pursuit of business objectives involved in the purchase process.

She prepares and verifies draft contracts, as well as advises business at the stage of contract implementation.

She manages court and out-of-court disputes. She manages projects co-funded by the European Union, and provides services during their audits.

She has managed projects as expert of the European Bank for Reconstruction and Development.

She has served as the Vice-President of the Public Procurement Office and in that role was responsible for review and international cooperation.

She is former Director of Public Procurement Office at Operator Logistyczny Paliw Płynnych sp. z o.o., where she has prepared and implemented internal purchase procedures and was responsible for purchase and investment processes.

In years 2000–2007, she worked at the Public Procurement Office, first in the Legal Department and then, in years 2004–2007, as Director of the Audit Department, including as a civil servant since 2003.

She used to be an academic scholar at the SGH Warsaw School of Economics (postgraduate program in EU fund management) and at the Faculty of Law of the SWPS University.

She spoke at many conferences, including international events.

She has written numerous publications concerning public procurement.

Member of the PZU Supervisory Board delegated on 23 February 2024 to temporarily perform the function of the Member of the PZU Management Board. He is an attorney-at-law and professor at the Department of Constitutional Law, Faculty of Law, Administration and Economics at the University of Wrocław.

He completed a master’s program in law; in 2007, obtained the degree of Doctor of Philosophy in Law, while in 2015, the degree of Doctor of Sciences. His research interests include the issues of comparative constitutional law, and especially the impact of technological progress on the institution of constitutional law (so-called digital constitutionalism), protection of information in public and private law, freedom of obtaining and publishing information, the influence of the state on the social and economic system as well as public law forms of business.

He completed his apprenticeship to become attorneyat-law at the Regional Chamber of Attorneys-at-Law in Wrocław (2007-2011, entry no. WR-2139), and practices at Kancelaria Szostek, Bar i Partnerzy based in Wrocław; he provides legal services for public administration authorities and entrepreneurs. He specializes in issues concerning access to and re-use of data, provision of digital services, and personal data protection. He represents plaintiffs and applicants in court and administrative court proceedings, before the Constitutional Court and the European Court of Human Rights.

He is an external expert of the Bureau of Research at Chancellery of the Sejm of the Republic of Poland. From 2013 to 2015, he served as a permanent advisor to the Constitutional Responsibility Committee.

He has received numerous individual and group awards from the Rector of the University of Wrocław for academic scholars’ original and creative scientific achievements.

He is a contractor in domestic and international research projects and has written numerous monographs, commentaries and scientific articles published in Poland and abroad.

Member of the PZU Management Board since 14 October 2016 / Member of the PZU Życie Management Board since 19 October 2016. Until his appointment to the PZU SA Management Board, he was Director of the Planning and Controlling Department. He prepared the PZU Group strategy for the years 2016–2020 and the capital and dividend policy.

He was a member of the Management Board of TFI PZU (in the past also PZU Asset Management) overseeing the areas of finance, risk, operations and IT. Leading the work of the Management Board of TFI PZU, he was also responsible for the corporate area.

He has many years of experience working in insurance and financial institutions. SGH Warsaw School of Economics graduate. He also received an MBA from the University of Illinois and completed the Warsaw– Illinois Executive MBA program. He is a member of the Association of Chartered Certified Accountants (ACCA).

For most of his career, he was associated with Aviva Group (former Commercial Union). Tomasz Kulik is also the Financial Director at PZU Group.

Member of the PZU Management Board since 22 March 2016 / Member of the PZU Życie Management Board since 25 May 2016

Graduate of the Faculty of Law and Administration at the University of Łódź and post-graduate studies in business insurance, an MBA in Finance and Insurance and risk management. Associated with the PZU Group intermittently since 1998. From 2006 to 2009 Management Board Member and then Vice-President of the TFI PZU SA Management Board. Since 2015 he has worked for TFI BGK S.A., serving as a Management Board Member. He was also the President of the ŁSSE S.A. Management Board. He sat on the supervisory boards of domestic and foreign companies in the PZU Group. Currently, he serves as the President of the Supervisory Board of PTE PZU S.A.

President of the PZU Życie Management Board from 15 February 2021 (from 19 February 2020 to 14 February 2021 – acting President of the PZU Życie Management Board) / Member of the PZU Życie Management Board from 25 March 2016 / Member of the PZU Management Board from 24 October 2019 until 19 February 2020 and PZU Group Director (from 25 March 2016 to 23 October 2019, and again since 20 February 2020).

Graduate of the Jagiellonian University majoring in Economic Sociology and Market Research and Executive MBA at the Kozminski University in Warsaw. She has completed a number of management programs in strategy, management and finance at renowned universities such as Columbia University in New York, Northwestern Kellogg School of Management, London School of Economics and Political Science and Harvard Business School Online. She gained her professional experience working for ING Życie, ING Powszechne Towarzystwo Emerytalne and ING Spółka Dystrybucyjna. She also collaborated with the team of the Public Policy Evaluation and Analysis Center. For HDI (currently Warta S.A.), she managed the product marketing team, developing and executing sales support campaigns. Then she headed the Marketing Intelligence team at Sony Europe. At Philips S.A. she managed the Marketing and Business Intelligence team in 17 countries of the region. As an external consultant, she advised among others Aviva SA on the implementation of distribution channel projects. She served as Chair of the Supervisory Board of Alior Bank S.A. and PZU Zdrowie SA, and was a member of the Supervisory Board of PZU Centrum Operacji SA, TUW PZUW SA and Enea SA.

Member of the PZU Życie Management Board / PZU Group Director at PZU since 15 April 2022

A graduate of doctoral studies in political science at Cardinal Stefan Wyszyński University in Warsaw. He completed a postgraduate program in economic policy, finance and banking at the College of Social and Media Culture in Toruń, in innovation and project management at the University of Commerce and Services (WSHiU) in Poznań, and postgraduate Executive MBA program at the University of Applied Sciences in Dresden and WSHiU in Poznań. He graduated in from the Adam Mickiewicz University in Poznań in Ethnology and Cultural Anthropology. He joined the PZU Group in 2016 as a Member of the PZU Management Board, and he has been a Member of the PZU Życie Management Board and a Member of the Supervisory Board of PTE PZU and member of the Supervisory Board of PZU Ukraina. He has held the position of the CEO of the Chamber of Commerce and Industry since 2019. Member of the Council of the “Identity Foundation” since 2019 and Secretary of the Council of the Museum of Memory and Identity since 2020. Member of the Legal and Economic Council of the Pomeranian University in Słupsk, Institute of Law and Administration since 2023. Previously, he had been President of the Management Board of Gdańsk Shipyard S.A. (2006–2008), Chairman of the Public Finance Committee (2015–2016), Deputy Chairman of the State Treasury Committee (2015–2016), Member of the Management Board of Krajowa Spółka Cukrowa S.A. [National Sugar Company] (2017–2018), Member of the Supervisory Board of Pekao Investment Banking S.A. (2022-2023). In 2020-2021, he served as a CEO.

Member of the PZU Życie Management Board / PZU Group Director at PZU since 19 August 2016

Graduated from the Faculty of Law and Administration at the University of Warsaw. In 2009 he completed his advocate trainee program and passed the professional examination. Advocate in the Warsaw Bar Association. He specializes in civil law. He combines his business knowledge with extensive experience resulting from his provision of legal assistance services, in particular in cases related to commercial company law, copyright law, administrative law and criminal business law. In the past, he also served as an advisor to the Extraordinary Committee of the Sejm for changes in legal codes. He has experience in corporate governance. Moreover, he is a member of the regulatory authorities of commercial law companies.

Member of the PZU Życie Management Board / PZU Group Director at PZU since 15 March 2017

Associated with the PZU Group since 2016. She initially served as a director supervising prevention and sponsorship at PZU and PZU Życie. She was appointed as a Member of the PZU Życie Management Board in 2017. One of her projects was the establishment of the Plain Language Department, which introduced significant changes in the way PZU communicates with its clients. In 2021, she initiated the foundation of the Sustainable Development Department, which prepared the ESG Strategy for 2021-2024. This strategy became part of the Group’s strategy. It is based on the commitment that the PZU Group not only will achieve very good financial results but also will do so in a sustainable manner and with respect for environmental, social and governance issues. In 2022, as person in charge of the Real Estate Department, she supervised the relocation of the PZU and PZU Życie to the greenest building in the capital city. Previously, in 2010–2016, Dorota Macieja had coordinated and managed publishing and film production projects. For many years, she was a journalist for the most opinion-forming weeklies and radio stations, including Tygodnik Solidarność [“Solidarity Weekly”], Wprost [“Directly”] and Radio Wolna Europa [“Radio Free Europe/Radio Liberty”]. She published a book entitled Tygodnie Słonimskiego [“Słonimski’s Weeks] in 2000. During martial law in Poland, she was associated with the underground publishing house “Wola”.

Member of the PZU Życie Management Board / PZU Group Director at PZU since 1 January 2023

She graduated from the University of Warsaw with a degree in political science. She also completed her MBA at the Warsaw School of Management. Until her appointment to PZU Życie’s Management Board, she held the position of managing director for marketing, sponsorship and prevention. Prior to joining the PZU Group, she served as a member of the Management Board of the Central Port of Communications. She previously worked at the National Bank of Poland, the Warsaw Stock Exchange and the Government Information Center, among others.

PZU Group Director at PZU and PZU Życie since 1 February 2023.

Graduate of the Faculty of Management and Marketing at the Warsaw School of Management, majoring in State Administration, and postgraduate studies for managers in the financial services sector at the SGH Warsaw School of Economics. Associated with the PZU Group since 2019. Until her appointment as the PZU Group Director, she held the position of Managing Director of Product Development and Maintenance responsible for product offerings for PZU SA and PZU Życie in the mass customer and SME segments. She has been involved in the insurance market for 26 years. She has many years of managerial experience, which she has built up working for various insurance companies, where she successfully managed many teams and carried out numerous projects related to the creation and management of product offerings along with technological implementations, risk assessment and valuation, and process optimization. She also has extensive experience working with banks and external partners. Prior to joining the PZU Group, she served for several years as Director of Property Product Development and Individual Underwriting at the Aviva Group.

Member of the PZU Życie Management Board / PZU Group Director at PZU since 6 June 2023

Graduated from the Faculty of Law and Administration at the University of Rzeszów. He holds professional titles as an attorney and legal counselor. He also completed studies in the area of management and business (MBA) at the School of Business – National Louis University in Nowy Sącz, earning the Master of Business Administration degree.

Since 2017, he has run his own law firm of attorneys and then legal counsel. In the years 2019–2020, he was employed as a legal advisor at ORLEN Południe SA, where, among other things, he participated in comprehensive legal services for the Company and the ORLEN Południe Capital Group Companies. In addition, he served as Chair of the Supervisory Board at Sanockie Przedsiębiorstwo Gospodarki Mieszkaniowej sp. z o.o., as well as Chair of the Management Board, Managing Director of Sanockie Przedsiębiorstwo Gospodarki Komunalnej sp. z o.o. From January 2021 to 5 June 2023, he served as a Member of the Management Board of PZU Zdrowie SA. Member of the Supervisory Board of Alior Bank SA since June 2021.

• adopting a long-term plan for the PZU’s development and operations;
• adopting an action and development plan for the PZU Group;
• adoption of an annual financial plan and a report on its implementation;
• accepting the Management Board’s report on the PZU’s activity and the Management Board’s report on the activity of the PZU Group and the PZU’s financial statements and consolidated financial statements of the PZU Group for the previous financial year;
• accepting the solvency and financial condition report of the PZU and the solvency and financial condition report of the PZU Group;
• accepting the PZU’s own risk and solvency assessment report and the PZU Group’s own risk and solvency assessment report;
• adoption of a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services;
• adoption of a report on the application of best practices, as defined by the Prime Minister pursuant to the Act on Rules for Managing State Property of 16 December 2016, addressed to companies in which the State Treasury holds an equity stake;
• approval of a motion to distribute profit or cover loss;
• determining premiums in compulsory and voluntary insurance and the general terms and conditions of voluntary insurance;
• determination of the scope and size of outward reinsurance and the tasks for inward reinsurance;
• adopting or amending the Organizational Regulations of PZU;
• adoption of an annual audit and control plan and a report on its implementation with conclusions;
• determining the terms and conditions of investment, prevention and sponsoring activities;
• PZU granting sureties and guarantees, excluding guarantees and sureties which constitute insurance operations;
• PZU contracting credit facilities, PZU contracting or providing loans – excluding loans granted from the Company Social Benefits Fund and taking into account deviations specified in investment activity.

ESG goals have been included in the list of goals to be achieved by the Management Board, and the key ESG Strategy indicators became an integral part of the PZU Group’s business strategy. The Shareholder Meeting authorized the Supervisory Board to detail the management objectives assigned annually to the members of the Management Board, and to determine the weights for these goals, and objective and measurable indicators for their implementation and accountability (KPIs), which are the basis for determining the amount of variable compensation. In connection with the adoption of the ESG Strategy, the general management objectives related to improving economic and financial indicators were expanded to include activities that take into account social interests, including those which allow the Company to contribute to environmental protection. Variable compensation of the Management Board Members depends on the attainment of management objectives determined by the Supervisory Board and may not exceed 100% of the annual fixed compensation of the Management Board Members from the previous financial year when the calculations of the due variable compensation are made.

GRI: 2-12, 2-13, 2-14, 2-17

To achieve efficient ESG management, the Sustainable Development Department was set up at PZU and PZU Życie at the end of 2020, with the function of coordinating actions in the area of the ESG Strategy implementation. Director of the Sustainable Development Department reports directly to the PZU Życie Management Board Member and the PZU Group Director in PZU.

In 2021, the PZU Management Board established the PZU Group ESG Committee, whose tasks include:

• supervision over the consistency of ESG activities with the PZU Group’s business objectives;
• setting out general ESG guidelines in the PZU Group;
• making recommendations as for applying ESG principles in the PZU Group business practice and integrating business processes with the ESG goals;
• participation in the development and updating of the ESG Strategy;
• giving opinions on actions, plans and projects connected with the ESG Strategy and implemented in the PZU Group, and presenting these opinions to the relevant bodies of the members of the PZU Group;
• giving opinions on the methods and directions of adapting the business activity principles followed by members of the PZU Group represented in the Committee to ESG regulatory and reporting requirements.

During the meetings of the PZU Group ESG Committee, Committee members are informed about sustainable development. It particularly pertains to new laws, level of implementation of ESG indicators, and identification of gaps and recommended corrective measures.

In 2023, the ESG Committee held 5 meetings. Topics covered during the meetings included CO2 offsetting, defining ESG strategic goals, preparing the PZU Group to meet the requirements of the EU Taxonomy, modeling climate risks, human rights due diligence process and changes in environmental and human rights policies, and preparing the PZU Group to implement the CSRD Directive.

Another means of communicating relevant ESG-related issues are internal regulations of the Sustainable Development Department Director. Key internal regulations issued in 2023 concerned prevention of human rights violations in the PZU Group, methodology for ESG assessment of PZU SA key corporate clients as well as guidelines and a list of disclosure obligations under the EU Taxonomy.

ESG goals have been embedded in the goals of the Management Board, and the key performance indicators of the ESG Strategy have become an integral part of the PZU Group’s business strategy.

In addition, information activities aimed at ESG leaders within the PZU Group are being conducted. A series of quarterly meetings was initiated in 2023. During the meetings, key issues regarding the ESG strategy, EU Taxonomy, minimum human rights safeguards, and ESG assessment methodology for key clients were discussed. The most important aspects of the new regulations were also elaborated on. An external expert in the Climate Leadership program participated in one of those meetings and discussed the question of integrating ESG risks into the business practice of insurance institutions. In 2023, four meetings were held.

The ESG Committee in the PZU Group is composed of representatives of PZU SA and PZU Życie SA, including the PZU Group Management Boards’ Members and Directors, as well as Presidents of Management Boards: Members of the PZU Management Board, Members of the PZU Życie Management Board, President of the Management Board of TUW PZUW, President of the Management Board of TFI PZU, President of the Management Board of PTE PZU, and in PZU and PZU Życie: Corporate Managing Director, PZU Group Corporate Managing Director, PZU Group Director supervising the Product Section, Managing Director on Regulations, Managing Director for Marketing, Sponsorship and Prevention, Director of the Corporate Communication Office, Director of Management Consolidation and Investor Relations, Director of the Sustainable Development Department.

Detailed rules for the implementation of the ESG strategy and cooperation between PZU Group members are set out in the Policy on Sustainable Development in the PZU Group and cooperation agreements between companies.

Meetings of the Management Board are held at least once a fortnight. The Articles of Association provide that meetings may be held using means of direct remote communication.

The President of the Management Board directs the work of the Management Board. The President of the Management Board makes decisions in the form of orders and official instructions. Other Members of the Management Board administer the operations of the Company within the scope specified by the President.

Management Board makes decisions in the form of resolutions. The Management Board adopts resolutions only in the presence of the President of the Management Board or a person designated to head the work of the Management Board during the President’s absence.

Resolutions of the Management Board are adopted by an absolute majority of votes; in the event of a voting tie, the President has the casting vote. With the consent of the President of the Management Board, the Management Board may adopt resolutions by written procedure or using means of direct remote communication, if all the Management Board Members have received the draft resolution with justification and at least half of the Management Board Members took part in the adoption of the resolution.

Committees are collegial structures operating at PZU and PZU Życie. They are established and disbanded by the Management Boards of PZU and PZU Życie. Committees issue opinions and make decisions in matters within their area of operation defined in the rules and regulations of a given committee. In 2023, there were the following committees at PZU and PZU Życie, with the Management Board Members and PZU Group Directors participating in their work:

In 2023, there was also a Crisis Management Team at PZU and PZU Życie, which is a collegial body having the rights of a committee. The Crisis Management Team supervised the operation of the business continuity management system, carried out the tasks specified in the business continuity plan and was responsible for managing crisis situations in PZU and PZU Życie.

Functions performed by PZU and PZU Życie Management Board Members as well as PZU Group Directors in committees as at the end of 2023 are presented below.

• The Management Board updated the indicators of the PZU Group Strategy for 2021–2024 in connection with the implementation of the IFRS 17 accounting standard at PZU and changes in the macroeconomic environment;
• The Management Board adopted a plan for operationalization of the Strategy for 2023 and continued strategic projects and initiatives which will ensure achievement of the goals set out in the Strategy. New initiatives were launched, e.g. in direct and dealer sales, TPL for corporate clients and agricultural insurance;
• The Management Board agreed to update the goals and budget for continued dynamic development of the #mojePZU strategic project.

• The Management Board adopted:
  • financial plan for PZU and PZU Group for the years 2023 and 2024,
  • report on the activities of PZU and PZU Group for 2022 and H1 2023, financial statements of PZU and PZU Group for 2022, H1 2023 and Q1 and Q3 2023, as well as reports on solvency and financial condition of PZU and the PZU Group for 2022,
  • the financial conglomerate’s strategy with regard to capital adequacy;
• The Management Board determined:
  • operating segments for the purpose of preparing the PZU Group’s consolidated financial statements in accordance with the International Financial Reporting Standards,
  • accounting principles (policy) for reporting in accordance with the International Financial Reporting Standards (IFRS) as applied in PZU,
  • disclosure process for the purposes of the EU Taxonomy;
• The Management Board agreed to amend PZU’s reinsurance program for 2023 by adjusting the provisions regarding parameters of agreement on disproportionate excess of loss per event for catastrophic risks, and adopted the assumptions of the mandatory outward reinsurance program for 2024;
• The Management Board also agreed to enter into an agreement with PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. regarding the audit and review of financial statements as well as the audit of reports on solvency and financial condition of PZU and the PZU Group for five financial years 2024–2028;
• The Management Board adopted the 2024–2026 Investment Strategy for own risk portfolio of PZU and PZU Życie and decided to submit it to the Supervisory Board.

• On an ongoing basis, the Management Board approved amendments to general insurance terms and conditions (GTI) and general insurance terms and conditions for new products, as well as insurance tariffs, for example for:
  • environmental damage liability insurance,
  • iSpot Care and “Display” insurance, – PZU Cortland Care and “Display” insurance,
  • insurance against cyber risks,
  • PZU DOM insurance,
  • PZU Farm insurance,
  • PZU Crop insurance,
  • PZU Auto insurance,
  • PZU Advisor comprehensive insurance,
  • liability insurance of medical entities operating a hospital and general terms and conditions of liability insurance of medical entities other than those operating a hospital,
  • medical liability insurance,
  • group travel insurance for Pekao Visa Infinite credit card holders and users,
  • – property insurance against fire and other elements, property insurance against all risks, comprehensive insurance for housing communities, cooperatives and public building societies (TBS), including, among other things, rules regarding the grace period for the risk of flooding in this insurance.
• The Management Board agreed to:
  • placing an order for IT services with regard to development work in the SLS system (loss adjustment system) related to the framework agreement with PZU Centrum Operacji;
  • conducting advertising campaigns, for example for vehicle insurance, “PZU Comprehensive Offer”.
  • providing PZU communication services in social media,
  • implementation of prevention programs, including “Good PZU Team” 2nd Edition – 2023, “Healthy Life”, PZU.iFLOTA, the prevention campaign for women in the perinatal period entitled “Fearless about the future”,
  • sponsorship activities, including sponsorship of the “80th Tour de Pologne UCI World Tour”,
  • purchase of development services for the pzu. pl portal related to the contract for the provision of maintenance, authorization and development services for the pzu.pl portal.

• The Management Board approved changes to the governance system (risk management system, internal control system and business continuity management) in PZU and PZU Życie, and recommended adoption of the system to PZU’s direct and indirect subsidiaries subject to the Insurance and Reinsurance Business Act, as well as to TUW Polski Zakład Ubezpieczeń Wzajemnych;
• The Management Board adopted:
  • annual report on the activities of the Internal Audit Department in 2022, including an assessment of the internal control system and risk management system,
  • own risk and solvency assessment (ORSA) report of PZU Group, PZU and PZU Życie,
  • updated PZU Group’s Corrective Action Plan – a document covering the PZU Group’s significant entities, in particular banks operating within it, which is an additional tool utilized at the financial conglomerate level that enables efficient organization and effective operation of risk management systems in the PZU Group. The Plan is updated annually based on the annual ORSA process and includes stress scenarios. The Plan includes stress scenarios at the end of the last reporting year and a baseline scenario developed as part of the annual ORSA process;
• The Management Board amended:
  • PZU Group’s risk management strategy, in terms of adjusting the risk management principles of PZU Group’s subsidiaries, including in terms of determining risk appetite,
  • Risk concentration management policy at the level of the PZU Financial Conglomerate,
  • Actuarial, market, credit and operational risk management policies,
  • Policy on conducting own risk and solvency assessment of the PZU Group, PZU and PZU Życie,
  • Model Risk Management Policy at PZU and PZU Życie,
  • Organizational regulations of PZU and PZU Życie;
• The Management Board adopted other resolutions to update various policies at PZU and PZU Życie, for example:
  • Security Policy,
  • Sanctions Policy,
  • Compliance Policy,
  • Anti-Corruption Policy,
  • Data Governance Policy,
  • Solvency II data quality management policy,
  • Environmental Policy of the PZU Group,
  • Human Rights Policy of the PZU Group,
  • Procedure to counteract failure to provide information on tax schemes,
  • Regulatory risk management principles,
  • Procedure in the Area of Preventing Money Laundering and Terrorism Financing in the PZU Group,
  • Corporate governance in the PZU Group.

• The Management Board adopted resolutions on work organization (e.g. updating the PZU Work Regulations and the Remote Work Regulations), human resources (concerning PZU Group Directors), remuneration of PZU Group Directors and Senior Management, and rewards and systemic pay rises for employees;
• The Management Board agreed to offset CO2 emissions generated at PZU in 2022 by purchasing certified emission reduction units (CERs) through the United Nations trading platform;
• The Management Board established the PZU Tax Group for fiscal years 2024–2026 and authorized the conclusion of the PZU Tax Group agreement;
• The Management Board adopted a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services for 2022;
• The Management Board gave its approval to:
  • acquisition by PZU of shares in Polski Gaz Towarzystwo Ubezpieczeń Wzajemnych, – acquisition of shares in the increased share capital of PZU CASH, which manages a portal for employee financial benefits in the area of financial wellness,
  • compulsory buyout of a minority shareholder and requested the Supervisory Board to adopt a resolution to approve purchase of ordinary shares of UAB “PZU Lietuva gyvybes draudimas” – a strategic entity,
  • increasing the share capital of PZU Ukraine with its seat in Kiev as well as PZU Ukraine Life Insurance by increasing the par value of existing shares and covering the increase with the companies’ funds in order to comply with new capital requirements and amend their Articles of Association, and requested the Supervisory Board to give relevant approvals;
• The Management Board granted approvals for the conclusion or termination of agreements on leases, purchases and sales of real estate used by PZU.

Supervisory Board Members are subject to individual suitability assessment. The Supervisory Board as a whole is also subject to suitability assessment (collective suitability assessment). The rules for assessing the suitability of the PZU Supervisory Board and Audit Committee were adopted by Resolution No. 33/2021 of the PZU Regular Shareholder Meeting of 16 June 2021 (as amended). Suitability assessments are carried out at least once a year and, among other things, when a candidate for a Member of the Supervisory Board is put forward (primary individual suitability assessment – before the Shareholder Meeting adopts a resolution to appoint a person to serve) and before any changes are made to the composition of the Supervisory Board (collective suitability assessment). The assessment of the original suitability of the member of the Supervisory Board appointed by written declaration on the basis of the Articles of Association of PZU is made directly by the shareholder – the State Treasury.

Assessment of the suitability of candidates for Members of the Supervisory Board is carried out on the basis of documents provided by the person being assessed, statements and information submitted, as well as completed forms and attachments. The candidate verification process is based on the following criteria:

• competence;
• guarantee, including reputation and reliability;
• independence of the Supervisory Board Member;
• independent judgment, including no conflict of interest, and sufficient time dedication to the position of the Supervisory Board Member.

A candidate for a Member of the Supervisory Board should have a relevant educational background, particularly in insurance, banking or finance, economics, law, accounting, auditing, management, mathematics, physics, computer science, administration, financial regulation, information technology and quantitative methods. It is important that the person being assesses has specific professional credentials, in particular the credentials of an actuary, auditor, investment advisor, legal counsel or attorney. The assessment of suitability also takes into account the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.

Based on the collected documentation, the Nomination and Compensation Committee of the Supervisory Board proposes an individual suitability assessment of the person assessed or a collective suitability assessment of the Supervisory Board and submits these proposals to the Supervisory Board, which approves the suitability assessment proposals in the form of a resolution. The Supervisory Board presents the assessment to the Shareholder Meeting in the form of a report, which makes the final decision on the individual or collective suitability assessment by resolution.

At the end of 2023, PZU Supervisory Board consisted of nine members.

X – chairperson, X – member

In 2023, all members of the Supervisory Board and the Supervisory Board as a body had a positive suitability assessment.

• On 1 January 2023, the composition of the Supervisory Board was as follows: Marcin Chludziński, Paweł Górecki, Agata Górnicka, Robert Jastrzębski, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Radosław Sierpiński, Robert Śnitko , Piotr Wachowiak, Józef Wierzbowski, Maciej Zaborowski;
• On 7 June 2023, the Regular Shareholder Meeting of PZU appointed the following persons to the PZU Supervisory Board for the new term: Marcin Chludziński, Agata Górnicka, Robert Jastrzębski, Marcin Kubicza, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Radosław Sierpiński, Józef Wierzbowski, Maciej Zaborowski. At the same time, as of the date of the Regular Shareholder Meeting of PZU, i.e. 7 June 2023, the mandates of two former members of the Supervisory Board of PZU (Piotr Wachowiak and Robert Śnitko) expired.
• On 5 June 2023, the Minister of State Assets – Deputy Chairman of the Council of Ministers, acting on behalf of the State Treasury of the Republic of Poland, appointed Paweł Górecki as a member of the PZU Supervisory Board, pursuant to § 20 (7) of the PZU Articles of Association;
• On 13 September 2023, the Extraordinary Shareholder Meeting of PZU SA (the “ESM”) dismissed Elżbieta Mączyńska-Ziemacka from the Supervisory Board.

The independence criteria set forth in the Best Practices of WSE Listed Companies were met by: Marcin Chludziński, Paweł Górecki, Agata Górnicka, Robert Jastrzębski, Marcin Kubicza, Elżbieta MączyńskaZiemacka, Krzysztof Opolski, Robert Śnitko, Piotr Wachowiak, Józef Wierzbowski, Maciej Zaborowski. The verification was carried out on the basis of the statements made by the Members of the Supervisory Board and their subsequent update, if any, in the event of a change in the circumstances forming the basis for the original submission. The content of the statements refers to the independence criteria enumerated in Article 129(3) of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision.

Persons serving on the Supervisory Board of PZU had diverse educational background, expertise, were highly qualified, had suitable competence and professional experience as outlined in Chapter 7.5.3. Diversity policy. They ensured an appropriate collegial oversight of all areas of PZU’s operations and guaranteed that a broad and comprehensive spectrum of views and opinions will be taken into account while evaluating work of the Management Board and the operation of PZU.

• On 1 January 2024, the composition of the Supervisory Board was as follows: Robert Jastrzębski, Paweł Górecki, Agata Górnicka, Marcin Chludziński, Marcin Kubicza, Krzysztof Opolski, Radosław Sierpiński, Józef Wierzbowski, Maciej Zaborowski;
• On 14 February 2024, the State Treasury dismissed Paweł Górecki from the Supervisory Board with a written statement;
• On 15 February 2024, the Extraordinary Shareholder Meeting of PZU dismissed Robert Jastrzębski, Agata Górnicka, Marcin Chludzinski, Krzysztof Opolski, Radoslaw Sierpiński, Józef Wierzbowski, Maciej Zaborowski from the Supervisory Board and appointed the following persons to the Supervisory Board: Michał Bernaczyk, Anita Elżanowska, Filip Gorczyca, Michał Jonczynski, Andrzej Kaleta, Małgorzata Kurzynoga, Anna Machnikowska, Wojciech Olejniczak, Adam Uszpolewicz;

As of 20 March 2024, PZU Supervisory Board consisted of ten members.

X – chairperson, X – member

• On 23 February 2024, the Supervisory Board delegated:
  • Anita Elżanowska, to temporarily perform the functions of the President of the PZU Management Board, until the appointment of the President of the Management Board, but for a period not exceeding 3 months,
  • Michał Bernaczyk, to temporarily perform the functions of the Management Board Member for a period of 3 months

He graduated from the Faculty of Law and Administration at the University of Warsaw (2004) and the Institute of International Relations (2002) of the same university. He participated in the Executive Doctor of Business Administration program at the Institute of Economic Sciences of the Polish Academy of Sciences (2012–2014). He completed his prosecutor’s training culminating in a successful prosecutor’s exam in 2008. Since 2008 he has been registered in the list of attorneys of the Bar Association in Kielce and since 2009 in the list of attorneys-at-law kept by the Council of the District Chamber of Legal Advisers in Warsaw.

He has many years of experience as a manager in large entities providing legal support and service as well as corporate governance, also in a capital group which included entities belonging to the banking, pension, property and life insurance sectors, as well as entities from the public finance sector responsible for the management of the state budget funds.

He is an attorney-at-law and professor at the Department of Constitutional Law, Faculty of Law, Administration and Economics at the University of Wrocław. He completed a master’s program in law; in 2007, obtained the degree of Doctor of Philosophy in Law, while in 2015, the degree of Doctor of Sciences. His research interests include the issues of comparative constitutional law, and especially the impact of technological progress on the institution of constitutional law (so-called digital constitutionalism), protection of information in public and private law, freedom of obtaining and publishing information, the influence of the state on the social and economic system as well as public law forms of business.

He completed his apprenticeship to become attorneyat-law at the Regional Chamber of Attorneys-at-Law in Wrocław (2007-2011, entry no. WR-2139), and practices at Kancelaria Szostek, Bar i Partnerzy based in Wrocław; he provides legal services for public administration authorities and entrepreneurs. He specializes in issues concerning access to and re-use of data, provision of digital services, and personal data protection. He represents plaintiffs and applicants in court and administrative court proceedings, before the Constitutional Court and the European Court of Human Rights.

He is an external expert of the Bureau of Research at Chancellery of the Sejm of the Republic of Poland. From 2013 to 2015, he served as a permanent advisor to the Constitutional Responsibility Committee.

He has received numerous individual and group awards from the Rector of the University of Wrocław for academic scholars’ original and creative scientific achievements.

He is a contractor in domestic and international research projects and has written numerous monographs, commentaries and scientific articles published in Poland and abroad.

She is a lawyer, and has completed a program in law at the Faculty of Law and Administration, Maria Curie-Skłodowska University in Lublin.

She has 23 years of professional experience in legal advisory services and public administration.

Within her own law firm, she provides legal advisory services relating to purchase procedures, corporate affairs and contracts. She has provided services for entrepreneurs, including the largest companies with State Treasury shareholding, international corporations, as well as SMEs, higher education institutions, local government and administrative authorities.

She supports business in preparing and verifying as well as implementing transparent and competitive procedures. She combines legal aspects of procedural application with the pursuit of business objectives involved in the purchase process.

She prepares and verifies draft contracts, as well as advises business at the stage of contract implementation. She manages court and out-of-court disputes.

She manages projects co-funded by the European Union, and provides services during their audits.

She has managed projects as expert of the European Bank for Reconstruction and Development.

She has served as the Vice-President of the Public Procurement Office and in that role was responsible for review and international cooperation.

She is former Director of Public Procurement Office at Operator Logistyczny Paliw Płynnych sp. z o.o., where she has prepared and implemented internal purchase procedures and was responsible for purchase and investment processes.

From 2000 to 2007, she worked at the Public Procurement Office, first in the Legal Department, and then from 2004 to 2007, as Director of the Audit Department, including from 2003 as a civil service officer.

She used to be an academic scholar at the SGH Warsaw School of Economics (postgraduate program in EU fund management) and at the Faculty of Law of the SWPS University.

She spoke at many conferences, including international events.

She has written numerous publications concerning public procurement.

He is a Member of the Management Board at the Association of Independent Non-Executive Directors. He represents it at ecoDa, an umbrella organization which brings together leading organizations of directors from across Europe. He is a Member of the Supervisory Boards at: CCC, Ferro, Develia, Artifex Mundi and VanKing Celkar Group. He presides over Audit Committees at CCC and Develia and sits in Audit Committees at Ferro and Artifex Mundi. From 2020 to 2021, he was a Member of the Supervisory Board at Protektor, while from 2017 to 2019, he served as the President of the Supervisory Board at Alior TFI.

From 2017 to 2019, he was the Vice-President of the Management Board and CFO at Alior Bank. Subsequently, from 2020 to 2021, he was a Member of the Management Board at the Luma Holding Ltd. Private equity fund. Earlier on, from 2016 to 2017, he was Senior Investment Director at Grupa Medicover, where he was responsible, among other things, for the initial public offering which ended with its first listing at Nasdaq Stockholm. From 2004 to 2016 he worked with the international advisory firm PwC, where from 2011, as Vice-President, he was responsible for capital market services in Central and Eastern Europe.

He completed business management programs at the Harvard Business School and the Singularity University, as well as graduated in Finance and Banking from the SGH Warsaw School of Economics. He is a certified auditors and holds an ACCA (FCCA) certificate.

He obtained his degree of Doctor of Philosophy in Economics at the University of Gdańsk. In turn, he completed his postgraduate program in banking at the University of Economics and Business in Poznań. He also completed an MBA Executive Master of Business Administration program at the Kozminski University (Warsaw), a program at the Free University of Berlin as well as German Language and Literature studies at the Adam Mickiewicz University in Poland.

He began his professional career at Berliner Bank, and then served as Vice-President of Bankgesellschaft Berlin (Poland). He co-founded Interligo, an online bank.

He worked at the Polish Oil Concern Orlen served as VicePresident at Orlen Deutschland. From Orlen, he moved to the Deutsche Bank HQ in Frankfurt am Main. He returned to Warsaw to take the position as the Head of Personnel in the PZU Group.

From 2011 to 2016, he served as a Member of the Management Board of the Social Security Institution, and afterwards managed healthcare entities.

Full Professor of Economics, Rector of the Wrocław University of Economics and Business since 2016, head of its Department of Strategic Management.

In his research, he deals with issues of strategic management, competitive strategy, and entrepreneurship. He wrote over 200 scientific publications, largely on strategic management, e.g., “Realizacja strategii,” published by PWE in 2013. He provides advisory on strategic management process in corporations (e.g., ABB, ALSTOM, DIJO) and local government authorities (such as in: Bierutów Municipality, Bystrzyca Kłodzka, Wrocław and Sieradz District).

He is a Member of the Committee on Organisational and Management Sciences at the Polish Academy of Sciences. He presided over the Supervisory Board of Impel S.A. and the jury of the Lower Silesian GRIFFIN Economic Award, served as a member of the jury for the Young Talents competition organized by the Lower Silesian Capital Club.

She is a Doctor of Science in Law and professor of the University of Łódź. She is an attorney-at-law.

Through over a dozen years of experience, she combined research and practice, being a Professor at the Department of European, International and Collective Labour Law at the University of Łódź, and an attorney-atlaw. She specializes in individual and collective labor law, EU law, and new technologies.

She graduated from two long-cycle master’s programs: in law and in administration. From 2006 to 2010, she was on a full-time third-cycle at the Department of European Law, University of Łódź. In 2010, she became a Doctor of Philosophy in Law, and in 2019 – a Doctor of Science. Since 2020, she has been a professor at the University of Łódź. She is a partner at a law firm providing legal assistance for the largest economic operators and public institutions on Polish and EU labor law and social security

In 2023, she was named one of the “25 most prominent women lawyers in business” by Forbes Women.

She wrote over 70 scientific publications and more than a dozen editorials. She has received numerous awards; among other things, from 2015 to 2018 she was the recipient of the Scholarship of the Minister for Outstanding Young Scientists.

From 2011, she has been part of an international team publishing scientific research at International Labour Law Reports, and belongs to the International Society for Labour and Social Security Law. She made study visits at the University of Amsterdam, the University of Vienna, the University of Santiago de Compostela and the University of Bergamo.

She provides advisory to employers and public institutions. She represents corporate clients in court proceedings in labor law and conducts negotiations with labor unions. She has experience in internal explanatory proceedings and legal audits. She provides analyses and expert legal opinions concerning selected provisions of the Polish and EU law on business compliance.

She graduated in Law from the University of Gdańsk, and obtained the degree of Doctor of Philosophy in Law (2000), and then of Doctor of Science in Law (2011). She completed her apprenticeship to become a judge (passing the exam in 1994), and an attorney-at-law (passing the exam and being entered in the register of attorneys-at-law in 1996).

Since 2012, she has been the head of the Department of Civil Procedure at the University of Gdańsk, was its ViceRector for Education from 2012 to 2019, and the Member of the Board of the University of Gdańsk from 2021 to 2024.

She is also an attorney-at-law, and apart from that, since 2022, she has served as an arbiter at the Court of Arbitration at the General Counsel to the Republic of Poland. Since 2004, she has sat in supervisory boards of various companies, including those operating under a public-private partnership.

From 2020 to 2022, she served as the Member (and the President in 2022) of the Scientific Policy Committee.

He is a doctor of philosophy in economics (dissertation defended in 2007 at the Faculty of Law and Finance) at the Warsaw University of Life Sciences.

Since 2015, he has been involved in the financial sector, first as an Advisor to the President of the National Bank of Poland, then from 2016 to 2019 as the Director of Agro Business Department at Alior Bank S.A.

Since 2019, he has been working with Grupa mBank S.A. (Investment Banking Department)

From 2015 to 2016 he served as an Advisor to the Government of Ukraine in supporting reforms of agri-food companies and institutional reforms of its Ministry of Agriculture and its agendas. From 2003 to 2005, he served as the Minister of Agriculture and Rural Development, responsible for introducing Poland to EU’s common agricultural policy system. He was a Member of the 7th European Parliament (2009-2014), and sat in the Committee on Regional Development (REGI) and Committee on Agriculture and Rural Development (AGRI). From 2001 to 2009, he was a deputy to the Sejm.

He is an enthusiastic athlete (with 9 marathons and an Ironman under his belt). He was President of the Polish Triathlon Union and a Member of the Executive Board of the Polish Olympic Committee.

He has 30 years of experience in financial services, including over 20 years as president of Polish and foreign insurance companies.

From 2007 to 2022, he headed the British insurance and investment group Aviva in Poland. Prior to that, he was involved with the American Nationwide group, where his role was that of the president of insurance companies in Poland and Luxembourg. He has also worked as director of development at the London Branch of General Electric Capital, as well as certified auditor and consultant at Price Waterhouse in Warsaw and London.

He sat in supervisory boards of various insurance and investment companies, among other things, in Poland, Luxembourg, France, Turkey and Lithuania.

He currently serves as an advisor at the British Polish Chamber of Commerce and sits in the Supervisory Board of the WWF Poland Foundation.

He graduated from the University of Copenhagen. He holds an ACCA certificate. He is a Member of the Business Council at the British Chambers of Commerce.

The powers of the Supervisory Board include continuous supervision over the ongoing operations and development of PZU in all areas of its business, also in terms of identification and management of the impact that the organization has on the economy, environment and people.

The Supervisory Board’s powers include in particular:

• evaluating the Management Board’s report on the activity and the PZU Management Board’s report on the activity of the PZU Group and the PZU’s financial statements and consolidated financial statements of the PZU Group for the previous financial year for compliance with the accounting ledgers and documents as well as the facts;
• evaluating the Management Board’s motions to distribute the profit;
• submitting to the Shareholder Meeting an annual written report of the Supervisory Board for the past financial year, taking into account in particular the results of the assessment referred to in the points above;
• approving the solvency and financial condition report of PZU and the solvency and financial condition report of the PZU group;
• selection of an audit firm to conduct mandatory audits of financial statements and the solvency and condition report, in addition, review of financial statements in line with obligations under applicable laws;
• approving the PZU’s long-term development plans (strategies) and annual financial plans prepared by the Management Board;
• examining and consulting matters submitted by the Management Board for deliberation at the Shareholder Meeting;
• preparing reports on compensation for Management Board and Supervisory Board Members on an annual basis;
• concluding, terminating and amending agreements with Management Board Members and setting the rules for their compensation;
• appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and making decisions to discontinue such a suspension;
• approving the Rules and Regulations of the Management Board;
• granting permission for PZU to enter into a material transaction with an affiliated entity.

The Supervisory Board adopts the organizational rules and regulations of the Supervisory Board which define its organization and manner of acting. The Supervisory Board is required to meet as necessary, at least once every quarter. The chairman of the Supervisory Board directs the work of the Supervisory Board. Supervisory Board Members may participate in the Supervisory Board meeting using means of direct remote communication. The Supervisory Board may delegate its Members to fulfill specific supervising activities on their own and to this effect appoint temporary committees. The scope of responsibility of a delegated Supervisory Board Member and the committee is specified in a resolution of the Supervisory Board.

The Supervisory Board adopts its resolutions by an absolute majority of votes. In the event of a voting tie, the Chairman of the Supervisory Board has the casting vote. Resolutions of the Supervisory Board may be adopted using means of direct remote communication and circular vote. Additionally, the Articles of Association stipulate that a vote may be cast in writing through another Supervisory Board Member.

The Supervisory Board adopts its resolutions in an open ballot. A secret ballot should be held at the request of even a single Supervisory Board Member.

Members of the Management Board, PZU’s employees relevant to the issue under consideration selected by the Management Board and other invited persons may take part in the meetings of the Supervisory Board without the right to vote. In specific cases, the Supervisory Board may also invite Members of management boards or supervisory boards of other PZU Group Member companies. Moreover, Supervisory Board Members, with the consent of the Supervisory Board, may select no more than one advisor authorized to take part in the meetings of the Supervisory Board devoted to reports and financial statements and give their advice, provided that such a person adheres to the rules of confidentiality and signs a confidentiality undertaking.

To properly perform its supervisory function, the Supervisory Board may establish permanent and ad hoc committees whose competencies, composition and manner of operation will be laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Supervisory Board and its committees may use the services of experts and consulting firms.

Currently, the following committees operate within the Supervisory Board:

• Audit Committee;
• Nomination and Compensation Committee,
• Strategy Committee.

In order to perform its obligations, the Supervisory Board may inspect all Company documentation, revise the Company’s property and request that the Management Board, commercial proxy [prokurent] and persons hired by the Company under employment agreement or performing work for the Company on a regular basis under a specific-work agreement, service agreement or another, similar agreement, compile or provide any and all information, documents, statements or explanations regarding the Company, in particular its operations and property. Such request may also relate to information, statements or explanations regarding affiliates and subsidiaries that such a body or person is in possession of.

The Audit Committee was appointed by a Supervisory Board resolution of 3 June 2008.

The Audit Committee includes at least three members. At least one Member of the Audit Committee should be qualified in accounting or auditing. Furthermore, the majority of the Audit Committee Members, including the chairperson, should meet the independence criteria set forth in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision (independent Member) concerning, without limitation, professional or family ties, especially to managers or supervisors of PZU or PZU Group entities. The detailed tasks and terms and conditions of appointing Members of the Audit Committee and its operation are specified in a resolution of the Supervisory Board which takes into account the relevant competencies and experience of candidates for Members of the Committee.

The Audit Committee is appointed to improve the effectiveness of the Supervisory Board’s oversight activities in respect of the correctness of financial reporting, the effectiveness of internal control system, including internal audit, and the risk management system. In addition, the Audit Committee may request the Supervisory Board to request specific control activities in PZU, whereby the requested activities may be performed by an internal unit or external entity.

PZU takes into consideration the Best practices for public interest entities pertaining to the appointment, composition and operation of the audit committee as published by the Office of the Polish Financial Supervision Authority on 24 December 2019.

The scope of the Audit Committee’s activities comprises:

• monitoring the PZU’s financial reporting process,
• monitoring the effectiveness of internal control, internal audit and risk management systems, including as regards financial reporting;
• monitoring the performance of financial audit activities in PZU, in particular conducting the audit by the audit firm, taking into account the findings and conclusions of the Polish Audit Supervision Agency following from an inspection carried out in the audit firm;
• assessing the independence of the statutory auditor and the audit firm;
• providing advice and issuing opinions within the scope of the Supervisory Board’s powers relating to the activities specified in the four items above and to the extent permitted by the prevailing provisions of law and the PZU’s internal regulations;
• resenting a recommendation regarding the selection of an audit firm to perform the audit and review of the financial statements to the Supervisory Board;
• controlling and monitoring the independence of the statutory auditor and the audit firm, including giving consent to the audit firm conducting the audit, its related entities and by a Member of the audit firm’s network to provide permitted services in PZU or entities from the PZU Group, upon assessing the threats and safeguards of the independence of the statutory auditor and the audit firm and verification of the compensation limit for the provided services;
• informing the Supervisory Board of the results of the audit and review and explaining how the audit has contributed to reliability of the financial reporting in PZU and the PZU Group, and the role of the Committee in the audit process;
• developing a policy for the selection of an audit firm to perform the audit;
• developing a policy for provision of permitted services by the audit firm conducting the audit, its related entities and by a member of the audit firm’s network;
• defining a procedure for the selection of an audit firm;
• submitting recommendations aimed at ensuring the reliability of the financial reporting process in PZU;
• supervising the compliance function;
• monitoring introduction of changes in PZU in connection with the recommendations issued by the key statutory auditor, Internal Audit Department (with regard to preparation of financial statements), Supervisory Board or the Committee.

Composition and changes in the composition of the Audit Committee in the period from 1 January 2023 to 31 December 2023

Knowledge, skills and experience of Audit Committee members including the way in which they were acquired

In the period from 1 January 2023 to 14 June 2023

All Members of the Audit Committee have made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision, and of having knowledge and skills in the industry in which PZU operates.

Krzysztof Opolski, Marcin Chludziński, Robert Śnitko and Piotr Wachowiak were designated as Members holding qualifications in accounting or auditing financial statements. The Members of the Audit Committee collectively have knowledge and skills in the insurance industry, which derive, among other things, from their education, work experience and functions held. Krzysztof Opolski, a Member of PZU Supervisory Board since 24 May 2019, is a Professor, doctor of economics. Former long-term head of the Department of Banking, Finance and Accounting the Faculty of Economics of the University of Warsaw. In 2009–2010 he was the head of strategic advisors to the President of the National Bank of Poland. He has many years of experience on managerial and supervisory positions in commercial law companies. He was a Supervisory Board member at Bank Handlowy w Warszawie SA, AXA Polska SA and Centrum Giełdowe SA.

Marcin Chludzinski, serving on the PZU Supervisory Board since 7 January 2016. Manager, President of the Management Board of Operator Gazociągów Przesyłowych Gaz-System SA. From 2018 to 2022 President of KGHM Polska Miedź SA, from 2016 to 2018 President of the Management Board of Agencja Rozwoju Przemysłu SA, previously served on the boards and regulatory bodies of commercial companies. Graduate of the University of Warsaw. He specializes in strategic development and business transformation. He graduated from the Advanced Management Program (AMP) at IESE Business School in Barcelona.

Robert Śnitko was a PZU Supervisory Board Member from 12 April 2017 to 7 June 20231 (in the Audit Committee from 27 March 2019 to 7 June 2023), has the title of PhD in economics at the Warsaw School of Economics, is an university teacher and member of the International Institute for Strategic Studies. Graduate of the London School of Economics and Political Science, University of London, School of Oriental and African Studies, University of London and Faculty of Economics at the Radom Technical University.

Piotr Wachowiak was a member of the PZU Supervisory Board from 1 September 2022 to 7 June 2023² (in the Audit Committee from 23 November 2022 to 7 June 2023), has a PhD degree in economics. Graduate of the Main School of Planning and Statistics at the Faculty of Domestic Trade. Currently a Rector of the Warsaw School of Economics and Director of the Institute of Management. Also serves as: Vice-Chairman of the Committee on Organization and Management Sciences of the Polish Academy of Sciences, Vice-Chairman of the Conference of Rectors of Economic Universities and Chairman of the Conference of Rectors of Warsaw Universities.

Maciej Zaborowski, has served on the PZU Supervisory Board since 7 January 2016 (in the Audit Committee from 18 September 2017 to 14 June 2023). He is a graduate of the Faculty of Law and Administration at the University of Warsaw, concluded postgraduate studies in intellectual property law and postgraduate studies in evidence law. He also graduated from the Harvard Law School (ALP), Center for American Law Studies and the Leadership Academy for Poland. Advocate, Ministry of Justice expert and standing mediator at the Court of Arbitration in the General Counsel to the Republic of Poland. He is a university lecturer. He is the Managing Partner in the law firm Kopeć Zaborowski Adwokaci i Radcowie Prawni sp.p. Member of the State Tribunal since February 2018. On numerous occasions he was awarded in Polish and international legal competitions and rankings. He has acquired experience in corporate governance as a member of supervisory boards in various companies.

In the period from 15 June 2023 to 31 December 2023

All Members of the Audit Committee have made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision, and of having knowledge and skills in the industry in which PZU operates.

Krzysztof Opolski and Marcin Chludziński were designated as members holding qualifications in accounting or auditing financial statements.

Krzysztof Opolski, Marcin Chludzinski and Pawel Górecki were designated as members with knowledge and skills in the insurance industry, which stem from, among other things, their education, professional experience and positions held.

Krzysztof Opolski’s and Marcin Chludzinski’s knowledge, skills and experience including the way in which they were acquired, are described above.

Paweł Górecki, on the PZU Supervisory Board since 8 February 2017. Doctor of juridical science and attorney at-law. Graduated from the Faculty of Law, Administration and Economics of the University of Wroclaw. He attended numerous training courses and workshops in law of evidence, civil and penal law and management of public entities. He has authored several dozen papers on the subject of law published by Polish and international journals. He specializes in corporate law, the capital market and the application of court and administrative procedures. Member of supervisory boards of several capital companies. Currently, Vice-President of the KDPW S.A. Management Board and Supervisory Board Deputy Chairman of ARP Leasing Sp. z.o.o.

Marcin Kubicza, on the PZU Supervisory Board since 7 June 2023. He graduated from the Faculty of Law and Administration at the University of Warsaw (2004) and the Institute of International Relations (2002) of the same university. He participated in the Executive Doctor of Business Administration program at the Institute of Economic Sciences of the Polish Academy of Sciences (2012–2014). He completed his prosecutor’s training culminating in a successful prosecutor’s exam in 2008. Since 2008 he has been registered in the list of attorneys of the Bar Association in Kielce and since 2009 in the list of attorneys-at-law kept by the Council of the District Chamber of Legal Advisers in Warsaw. He has many years of experience as a manager in large entities providing legal support and service as well as corporate governance, also in a capital group which included entities belonging to the banking, pension, property and life insurance sectors, as well as entities from the public finance sector responsible for the management of the state budget funds.

Composition and changes in the composition of the Audit Committee in the period from 1 January 2024 to 20 March 2024

Knowledge, skills and experience of Audit Committee members including the way in which they were acquired

Adam Uszpolewicz, Michal Jonczynski and Andrzej Kaleta made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision Filip Gorczyca submitted a declaration of knowledge of the industry in which PZU operates, while Adam Uszpolewicz and Michał Jonczynski submitted declarations of knowledge and skills related to the industry in which PZU operates.

Adam Uszpolewicz, Filip Gorczyca and Michał Jonczynski were designated as members holding qualifications in accounting or auditing financial statements.

Adam Uszpolewicz has served on the Supervisory Board since 15 February 2024. He has 30 years of experience in financial services, including over 20 years as president of Polish and foreign insurance companies. From 2007 to 2022, he headed the British insurance and investment group Aviva in Poland. Prior to that, he was involved with the American Nationwide group, where his role was that of the president of insurance companies in Poland and Luxembourg. He has also worked as director of development at the London Branch of General Electric Capital, as well as certified auditor and consultant at Pricewaterhouse in Warsaw and London. He sat in supervisory boards of various insurance and investment companies, among other things, in Poland, Luxembourg, France, Turkey and Lithuania. He currently serves as an advisor at the British Polish Chamber of Commerce and sits in the Supervisory Board of the WWF Poland Foundation. He graduated from the University of Copenhagen. He holds an ACCA certificate. He is a Member of the Business Council at the British Chambers of Commerce.

Filip Gorczyca has served on the PZU Supervisory Board since 15 February 2024. He is a member of the Management Board of the Association of Independent Supervisory Board Members. He represents it at ecoDa, an umbrella organization which brings together leading organizations of directors from across Europe. He is a Member of the Supervisory Boards at: CCC, Ferro, Develia, Artifex Mundi and VanKing Celkar Group. He presides over Audit Committees at CCC and Develia and sits in Audit Committees at Ferro and Artifex Mundi. From 2020 to 2021, he was a Member of the Supervisory Board at Protektor, while from 2017 to 2019, he served as the President of the Supervisory Board at Alior TFI. From 2017 to 2019, he was the Vice-President of the Management Board and CFO at Alior Bank. Subsequently, from 2020 to 2021, he was a Member of the Management Board at the Luma Holding Ltd. Private equity fund. Earlier on, from 2016 to 2017, he was Senior Investment Director at Grupa Medicover, where he was responsible, among other things, for the initial public offering which ended with its first listing at Nasdaq Stockholm. From 2004 to 2016 he worked with the international advisory firm PwC, where from 2011, as Vice-President, he was responsible for capital market services in Central and Eastern Europe. He completed business management programs at the Harvard Business School and the Singularity University, as well as graduated in Finance and Banking from the SGH Warsaw School of Economics. He is a certified auditors and holds an ACCA (FCCA) certificate.

Michal Jonczynski has served on the PZU Supervisory Board since 15 February 2024. He obtained his degree of Doctor of Philosophy in Economics at the University of Gdańsk. In turn, he completed his postgraduate program in banking at the University of Economics and Business in Poznań. He also completed an MBA Executive Master of Business Administration program at the Kozminski University (Warsaw), a program at the Free University of Berlin as well as German Language and Literature studies at the Adam Mickiewicz University in Poland. He began his professional career at Berliner Bank, and then served as Vice-President of Bankgesellschaft Berlin (Poland). He co-founded Interligo, an online bank. He worked at the Polish Oil Concern Orlen served as Vice-President at Orlen Deutschland. From Orlen, he moved to the Deutsche Bank HQ in Frankfurt am Main. He returned to Warsaw to take the position as the Head of Personnel in the PZU Group. From 2011 to 2016, he served as a Member of the Management Board of the Social Security Institution, and afterwards managed healthcare entities.

Andrzej Kaleta has served on the PZU Supervisory Board since 15 February 2024. Full Professor of Economics, Rector of the Wrocław University of Economics and Business since 2016, head of its Department of Strategic Management. In his research, he deals with issues of strategic management, competitive strategy, and entrepreneurship. He wrote over 200 scientific publications, largely on strategic management, e.g., “Realizacja strategii,” published by PWE in 2013. He provides advisory on strategic management process in corporations (e.g., ABB, ALSTOM, DIJO) and local government authorities (such as in: Bierutów Municipality, Bystrzyca Kłodzka, Wrocław and Sieradz District). He is a Member of the Committee on Organisational and Management Sciences at the Polish Academy of Sciences. He presided over the Supervisory Board of Impel S.A. and the jury of the Lower Silesian GRIFFIN Economic Award, served as a member of the jury for the Young Talents competition, and was a Member of the Lower Silesian Capital Club.

The Nomination and Compensation Committee was appointed by a Supervisory Board resolution of 12 May 2010.

The Supervisory Board determines the number of Committee members and appoints them from among its own members. The Committee includes at least one independent member.

The Nomination and Compensation Committee is appointed to improve the effectiveness of the Supervisory Board’s supervision related to the development of the management structure, including organizational solutions, the remuneration principles and the selection of properly qualified staff.

The tasks of the Nomination and Compensation Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions made with regard to:

• concluding, terminating and amending agreements with Management Board Members and setting the rules for their compensation;
• setting the level of compensation, bonuses and additional benefits for the Management Board;
• appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and discontinuing suspension;
• seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or cannot perform their functions for other reasons.
• suitability assessment:oceny odpowiedniości
  • individual suitability assessments of Management Board candidates, Management Board members, and collective Management Board assessments;
  • individual suitability assessments of Supervisory Board’s Audit Committee candidates, Supervisory Board’s Audit Committee members, and collective Supervisory Board’s Audit Committee assessments;
• approving the proposed individual suitability assessments of Supervisory Board candidates, Supervisory Board members, and collective Supervisory Board assessments;

Composition and changes in the composition of the Nomination and Compensation Committee in the period from 1 January 2023 to 31 December 2023

Composition and changes in the composition of the Nomination and Compensation Committee in the period from 1 January 2024 to 20 March 2024

The Strategy Committee was appointed by a Supervisory Board resolution of 29 July 2010.

The Supervisory Board determines the number of Committee members and appoints them from among its own members.

The Strategy Committee is appointed to increase the efficiency of the Supervisory Board’s supervisory activities as regards issuing opinions on strategic documents submitted by the Management Board (in particular development strategy). The Committee submits recommendations to the Supervisory Board on planned investments with a significant impact on PZU’s assets.

The tasks of the Strategy Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions pertaining to:

• approving PZU’s long-term development plans prepared by the Management Board;
• planned investments in PZU and the PZU Group;
• consent for PZU to conclude an agreement with an underwriter as referred to in Article 433 § 3 of the Commercial Companies Code;
• rules for purchase, subscription or sale of ownership interests and shares in companies as well as PZU’s participation in other entities and accepting the Management Board’s motions on these matters;
• consent to transferring an insurance portfolio in its entirety or in part.

Composition and changes in the composition of the Strategy Committee in the period from 1 January 2023 to 31 December 2023

Composition and changes in the composition of the Strategy Committee in the period from 1 January 2024 to 20 March 2024

• The Supervisory Board monitored the implementation of the PZU Group Strategy for 2021–2024, both the achievement of KPIs and progress in implementing strategic initiatives and projects;
• The Board approved recalibration of strategy indicators due to the implementation of the IFRS 17 accounting standard and changes in the macroeconomic environment.

• The Supervisory Board has been in contact with the auditor (KPMG Audit), discussing the results of the audit of the PZU Group’s annual consolidated financial statements for 2022 and PZU’s standalone annual financial statements for 2022, as well as the review of the PZU Group’s condensed consolidated interim financial statements for H1 2023 and PZU’s standalone condensed interim financial statements for H1 2023, and the audit of PZU’s and PZU Group’s solvency and financial condition reports.
• The Board selected an audit firm to audit the 2022 Report on Remuneration of Members of the Management Board and Supervisory Board, reviewed the result of the audit and submitted the report to the Shareholder Meeting for opinion.

• The Supervisory Board approved the financial plan for PZU and PZU Group for the year 2023. At its subsequent meetings, the Supervisory Board regularly reviewed and evaluated the performance of the PZU Group and its distinct business divisions in relation to the financial plan. It also approved the financial plan for the year 2024.
• The Board conducted an ongoing assessment of financial security of the business and financial result of PZU and the PZU Group based on the information received, including in particular:
  • financial result of PZU and the PZU Group for 2022, H1 2023 and Q1 and Q3 2023,
  • PZU market share,
  • reinsurance program,
  • capital adequacy for PZU and the PZU Group,
  • reports on the use of concentration limits and thresholds in the PZU Financial Conglomerate.
• In addition, the Supervisory Board, executed the following activities (the list is not exhaustive):
  • approved the PZU solvency and financial condition report for the year which ended on 31 December 2022 and the PZU Group solvency and financial condition report for the year which ended on 31 December 2022;
  • o issued a positive opinion on the PZU Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year which ended on 31 December 2022.

Participation of members in meetings of the Supervisory Board, Audit Committee, Nomination and Compensation Committee and Strategy Committee in 2023

In terms of supervision, the Supervisory Board was informed about the activities of the internal audit, compliance, risk management and internal control functions. Among other things, the Board received information on the results of conducted audits and external inspections, and the phase of implementation of post-audit recommendations. It also conducted reviews of major risk areas. In particular, the Board received information on the results of the following:

• its own risk and solvency assessment with a summary of the annual risk analysis process and identification of key risks (ORSA assessment);
• Examination and Supervisory Assessment of insurance and reinsurance companies carried out annually by the Polish Financial Supervision Authority (BION assessment);

as well as:

• quarterly risk reports, including information on compliance risk management at PZU and PZU Group companies;
• quarterly internal audit reports;
• reports on the cyber security at PZU taking potential threats into account.

In addition, the Board approved:

• risk management strategy for the PZU Group.

• The Supervisory Board defined management objectives for the Management Board Members for 2023 and evaluated achievement of the management objectives for 2022. It also decided to pay the NonDeferred Variable Compensation of the Management Board members for 2022 and the Deferred Variable Compensation for the years 2019–2021;
• The Supervisory Board monitored the costs of contracts for legal, marketing, public relations and management consulting services, and granted approvals for sponsorship agreements, advertising campaign agreements, social media communications and strategic consulting agreements;
• The Supervisory Board carried out a secondary assessment of individual suitability of the President of the Management Board, the Management Board Members, the Supervisory Board Members and members of the Audit Committee, as well as the individual suitability assessment of Supervisory Board candidates for the new term, and a collective assessment of suitability of the Supervisory Board and the Audit Committee.
• The Supervisory Board also conducted a review of the operations of PZU Group companies, in particular:
  • Ukrainian companies in the PZU Group in connection with the ongoing armed conflict in Ukraine,
  • the impact of the CJEU spokesman’s position on CHF loans on the performance of banks in the PZU Group
• The Supervisory Board reviewed the results of the Employee Engagement Survey.

In addition, the Board agreed to:

• acquisition of shares of Polski Gaz TUW,
• purchase of ordinary shares of UAB “PZU Lietuva gyvybes draudimas” – a strategic entity, in connection with the compulsory buyout of a minority shareholder,
• increasing the share capital of PZU Ukraine and PZU Ukraine Life Insurance.

At each meeting, the Supervisory Board also received information on the subject of resolutions adopted by the Management Board and significant events related to the company’s affairs, particularly in the areas of operations, investment and personnel, including with regard to subsidiaries.

The most important issues dealt with by the committees of the Supervisory Board

During regular meetings held in 2023 the Supervisory Board’s committees discussed in detail the most important issues relating to various areas of the company’s business, which must be approved by the Supervisory Board in accordance with the prevailing regulations, and presented information on their work to the Supervisory Board.

Walne The Shareholder Meeting is PZU’s highest corporate body. The powers of the Shareholder Meeting, the manner of convening and the rules of participation in the Shareholder Meeting are set forth in the Commercial Company Code, the PZU’s Articles of Association of and the Regulations of the Shareholder Meeting.

A Shareholder Meeting is held:

• As an Ordinary Shareholder Meeting which should be held within six months from the end of each financial year;
• As an Extraordinary Shareholder Meeting which is convened in cases specified in the generally applicable law and the Articles of Association.

The Shareholder Meeting is convened by the Management Board. The Supervisory Board may convene a Shareholder Meeting, including under the ordinary procedure if the Management Board fails to convene it within the statutory period, and under the extraordinary procedure if it deems it advisable. In cases specified in the Commercial Company Code, the right to convene an Extraordinary Shareholder Meeting or to request its convening is also vested in shareholders.

The powers of the General Meeting include adopting resolutions, in particular, on the following issues:

• to consider and approve the report of the Management Board on the operations of PZU and the PZU Group, as well as the separate and consolidated financial statements for the past fiscal year (Ordinary Shareholder Meeting);
• distribution of profits or coverage of losses (Ordinary Shareholder Meeting);
• discharge of individual members of PZU’s governing bodies for the performance of their duties (Ordinary Shareholder Meeting);
• appointment and dismissal of Supervisory Board Members, subject to the personal right granted to the State Treasury to appoint and dismiss one Supervisory Board Member;
• to determine the rules for remuneration of members of the Supervisory Board and the rules for shaping the remuneration of members of the Management Board;
• to establish and revise rules for assessing the suitability of the Supervisory Board and the Audit Committee of the Supervisory Board;
• to assess the individual suitability of candidates for members of the Supervisory Board, excluding the candidate appointed by the State Treasury, through a written statement, the members of the Supervisory Board and the collective assessment of the Supervisory Board;
• issuing an opinion on the report on compensation for Management Board and Supervisory Board Members;
• review of the Management Board’s report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services.

Resolutions of the Shareholder Meeting are adopted by an absolute majority of votes, except in cases provided for in the Commercial Company Code or the Articles of Association. Shareholder Meeting resolutions concerning, among other things, amendments to the Articles of Association or reduction in the share capital, require a three-fourths majority of votes.

Resolutions are passed in an open ballot. A secret ballot is ordered in elections or on motions to dismiss Members of PZU bodies, in matters concerning their personal liability as well as in other personal matters or at the request of at least one of the shareholders attending or represented at the Shareholder Meeting. Voting takes place using a computerized system for casting and counting votes. Each PZU share entitles the holder to one vote at the General Meeting.

Shareholder Meetings are held in Warsaw, at the PZU Headquarters and convened by placing an announcement on PZU’s website in accordance with the method for providing current information. Such announcement is made not later than 26 days before the date of the Shareholder Meeting. The announcement and materials presented to shareholders (e.g. draft resolutions with justifications) are available on the date of convening the Shareholder Meeting on PZU’s corporate website in the Investors relations section under the Shareholder Meeting tab (https://www.pzu.pl/en/investor-relations/shares-and-bonds/shareholders-meetings).

All the matters submitted by the Management Board to the Shareholder Meeting are first presented to the Supervisory Board to be examined and get an opinion. The Supervisory Board’s opinions are presented to the Shareholder Meeting no later than prior to the opening of the shareholder meeting along with other documents conveyed to the shareholders participating in the Shareholder Meeting and are available on the PZU’s website in the Investors relations section under the Shareholder Meeting tab.

The Shareholder Meeting may request breaks (longer than procedural ones) by a two-thirds majority vote. In total, breaks cannot last more than 30 days.

The course of the Shareholder Meeting is broadcast live by PZU over the Internet, and a transcript of the broadcast is posted on the company’s website. Information on the planned broadcast, along with the address of the website, is published in advance on the PZU website.

PZU also allows representatives of the media (press, radio, television) to be present at the Shareholder Meeting

A shareholder who wishes to participate in the Shareholder Meeting must hold at least one PZU share as of the record date, i.e. 16 days before the date of the Shareholder Meeting. Registration for the Shareholder Meeting is done through the brokerage office where the shareholder has shares deposited in the brokerage account. At this office, the shareholder should apply for the issuance of a registered certificate of the right to participate in the Shareholder Meeting. Such instruction may be made no earlier than after the announcement of the convening of the Shareholder Meeting and no later than the first business day after the date of registration of participation.

The rights of PZU’s shareholders derive directly from the law.

However, PZU’s Articles of Association limit voting rights of PZU shares in certain cases and grant personal rights to a shareholder such as the State Treasury:

• • The voting rights of shareholders are limited in such a way that no shareholder may exercise at the Shareholder Meeting more than 10% of the total number of votes existing in PZU on the day the Shareholder Meeting is held, with the proviso that the limitation of voting rights does not apply to the State Treasury and shareholders acting with it on the basis of agreements concluded for the joint exercise of voting rights on shares¹ ;
• The State Treasury has the right to appoint and dismiss one member of the Supervisory Board by way of a written statement submitted to the Management Board of the Company. Such appointment or dismissal is effective upon delivery of the relevant statement to the Management Board and does not require a resolution of the Shareholder Meeting. This right expires if the State Treasury ceases to be a PZU shareholder.

A shareholder’s basic right is the right to participate in profit and the right to attend the Shareholder Meeting and exercise the right to vote in person or through a proxy.

In particular, shareholders have the right to:

• submit a candidate for a member of the Supervisory Board – draft resolutions and candidates for members of the Supervisory Board should be submitted by a shareholder in time to allow shareholders present at the Shareholder Meeting to make a decision with due discernment, preferably 3 days before the date of the Shareholder Meeting. If the motion is submitted at a Shareholder Meeting the subject of which is the election of members of the Supervisory Board, the motion, in order to be valid, should be submitted to the Chair of the Shareholder Meeting no later than before the start of voting on the election of members of the Supervisory Board;
• review the list of shareholders entitled to participate in the Shareholder Meeting, which is displayed at the premises of the PZU Management Board for three business days prior to the date of the Shareholder Meeting, and request that the list of shareholders be sent to them free of charge by e-mail, to the address they have indicated;
• review the book of minutes of the Shareholder Meeting and request the issuance of copies of resolutions certified by the Management Board;
• appeal against Shareholder Meeting resolutions, if a shareholder voted against a resolution and after its adoption requested that an objection be recorded or was unreasonably not allowed to participate in the Shareholder Meeting or was not present at the Shareholder Meeting, if the Shareholder Meeting was convened incorrectly or if a resolution was adopted on an issue not included in the agenda (action for revocation of a resolution or action for declaration of invalidity of a resolution);
• submit to PZU, outside the Shareholder Meeting, a request for information concerning the PZU’s activities. In such a case, the Management Board may provide the shareholder with the information in writing, unless doing so could harm PZU, an affiliate or subsidiary, in particular by revealing technical, trade or organizational secrets of the company. In the event that PZU provides information outside the Shareholder Meeting, a current report containing answers to the questions asked is made public.

In addition:

• shareholders representing at least one-half of the share capital or at least one-half of the total number of votes in PZU may convene an Extraordinary Shareholder Meeting and designate the Chair of this meeting.;
• a shareholder or shareholders representing at least 1/20th of the share capital may:
  • request the convening of an Extraordinary Shareholder Meeting and the inclusion of certain matters in the agenda of that meeting;
  • request that certain matters be placed on the agenda of the Shareholder Meeting, the request should include a justification or a draft resolution on the proposed agenda item and be submitted to the Management Board in writing or in electronic form no later than 21 days before the date of the Shareholder Meeting;
  • submit, prior to the date of the Shareholder Meeting, in writing or in electronic form draft resolutions on matters included in the agenda of the Shareholder Meeting or matters to be included in the agenda.

During the Shareholder Meeting, every shareholder entitled to attend the Shareholder Meeting may:

• stand for election as Chair of the Shareholder Meeting and submit for the record one nomination for Chair of the Shareholder Meeting;
• submit candidates to the Supervisory Board;
• vote, make motions, speak, briefly justify one’s position, object;
• make motions concerning formal matters – the way of voting and deliberation (e.g., demand a secret ballot or recesses);
• submit draft resolutions on matters included in the agenda;
• propose amendments and additions to the draft resolutions included in the agenda – until the conclusion of the discussion of the agenda item covering the draft resolution to which the proposal relates;
• ask questions about the matters included in the agenda. If it is reasonable for the evaluation of a matter on the agenda, the Management Board (subject to statutory exceptions) shall provide the shareholder, upon request, with information concerning the company. In justified cases, the Management Board may provide information in writing outside the Shareholder Meeting, no later than two weeks after the date of its conclusion.

¹⁾ Exclusions to this restriction and its rules are described in Section 7.4.1 Shareholders and securities of the issuer of the statement, under Entitlements and restrictions on PZU shares.

In 2023, the Ordinary Shareholder Meeting and the Extraordinary Shareholder Meeting were held.

In addition to the matters provided for in Article 395 § 2 and 5 of the Commercial Company Code (that is examination and approval of the Management Board’s report on the company’s activity and financial statements for the previous financial year, adoption of a resolution on the distribution of profit, granting of a discharge to Members of the Company’s corporate bodies on the performance of their duties, review and approval of the group’s financial statements), the agenda of the Ordinary Shareholder Meeting of PZU held on 7 June 2023 concerned:

• issuing an opinion on the PZU Supervisory Board Report
• on Compensation of PZU Management Board and Supervisory Board Members for 2022;
• approval of the PZU Supervisory Board Report for 2022;
• secondary assessment of individual suitability of Supervisory Board members and assessment of individual suitability of candidates for members of the Supervisory Board of PZU SA for the new term;
• appointment of members of the PZU Supervisory Board for the new term;
• assessment of collective suitability of Supervisory Board Members;
• amendments to the Articles of Association of PZU;
• amendments to the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee;
• amendments to the Compensation Policy for the PZU Management Board and Supervisory Board Members.

The subject of the Extraordinary Shareholder Meeting of PZU held on 13 September 2023, were changes to the composition of the Supervisory Board and assessment of the collective suitability of the Supervisory Board.

In 2024, up to the date of publication, the Extraordinary Shareholder Meeting was held.

The subject of the Extraordinary Shareholder Meeting of PZU held on 15 February 2024, were changes to the composition of the Supervisory Board and assessment of the collective suitability of the Supervisory Board.

Pursuant to resolution no. 63/2023 of the PZU’s Ordinary Shareholder Meeting dated 7 June 2023, the amendments were made to the PZU’s Articles of Association to include, inter alia:

• amendments to the Commercial Company Code made by the Act of 9 February 2022 amending the Commercial Company Code and certain other acts (consolidated text: Journal of Laws of 2022, item 807), which came into force on 13 October 2022;
• provisions of the Methodology of assessment of suitability of Members of corporate bodies of regulated entities issued by the Financial Supervision Commission.

The changes introduced in the Articles of Association of PZU mainly concerned the competencies and streamlining and increasing the efficiency of the Supervisory Board, and to a lesser extent the competencies of the Shareholder Meeting.

Regarding the powers of the Supervisory Board and the organization of the work of the Supervisory Board:

• the powers of the Vice Chair and Secretary of the Supervisory Board were added;
• the provisions on the appointment of standing or ad hoc committees by the Supervisory Board were clarified, the obligation for committees regarding the disclosure of information on supervisory activities to the Supervisory Board was introduced, and the possibility of appointing temporary committees was dropped;
• the possibility of holding Supervisory Board meetings without formally convening them was regulated;
• the possibility of extending the agenda during a meeting of the Supervisory Board and adopting resolutions on matters not included in the agenda was regulated;
• the Management Board’s disclosure obligations to the Supervisory Board were clarified;
• the competence of the Supervisory Board to appoint an auditor to evaluate the report on the compensation of Management Board and Supervisory Board members was taken into account;
• the possibility of cancellation of a meeting of the Supervisory Board by the convenor of the meeting was regulated, with the reservation to compliance with the deadline for convening the first meeting of the Supervisory Board of a new term;
• the role of the Supervisory Board in the event of a reduction in the number of Management Board members below the minimum was included;
• the competencies of the Supervisory Board under the rules for assessing the suitability of the Supervisory Board and the Audit Committee were taken into account;
• the competence to make regular assessments of the application of the Corporate Governance Rules for Regulated Institutions issued by the Financial Supervision Authority

Within the competence of the Shareholder Meeting:

• the Shareholder Meeting’s authority to set the maximum compensation for Supervisory Board advisors was added;
• the powers of the Shareholder Meeting under the rules for assessing the suitability of the Supervisory Board and the Audit Committee of the Supervisory Board were taken into account.

The amendments to PZU’s Articles of Association became effective on 9 August 2023, the day they were entered in the Register of commercial undertakings of the National Court Register.