Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Proposal to amend suitability assessment rules

Attachment 2 to the PZU SA Supervisory Board resolution No. URN/81/2023 of 10 May 2023

Warsaw, 10 May 2023

Supervisory Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna

Motion

to the Shareholder Meeting of PZU SA

Regarding:

an amendment to the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee by the PZU SA Shareholder Meeting.

Body of the motion:

The Supervisory Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna (PZU) hereby moves for the PZU SA Shareholder Meeting to adopt a resolution to amend the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee (Rules)

Justification:

On 16 June 2021, the PZU Ordinary Shareholder Meeting adopted Resolution No. 33/2021 to accept the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee, accept the PZU SA Supervisory Board's report on the results of assessment of suitability of the PZU SA Supervisory Board and Audit Committee and confirm the results of assessments of suitability conducted by the PZU SA Supervisory Board (Resolution).

The Rules adopted under the Resolution, in the wording given in Attachment 1 to the Resolution, regulate the process of assessment by the Shareholder Meeting of Supervisory Board member candidates and Supervisory Board members, as well as Audit Committee members, individually and collectively, while taking into account the provisions of the Methodology for the assessment of suitability of members of corporate bodies of supervised entities published by the Polish Financial Supervision Authority.

Giving consideration to the hitherto wording of the Rules and experiences related to their application, it is hereby moves that the Rules be amended as follows:

One of the proposed amendments to the Rules concerns awarding the State Treasury the competence for assessing the individual suitability of a Supervisory Board member appointed under the statement referred to in § 20(7) of PZU SA's Articles of Association.

Pursuant to § 20(7) of PZU SA's Articles of Association, the State Treasury has the right, in line with Article 354(1) of the Commercial Company Code, to appoint and dismiss one Supervisory Board member by way of a written statement submitted to the Company's Management Board. Such an appointment or dismissal is effective on the service of the statement to the Management Board and does not require a resolution of the Shareholder Meeting.

Giving consideration to § 3(1)(1)(a) and § 3(1)(2)(c) of the Rules, pursuant to which the assessment of individual suitability should be made prior to the appointment of a given person as a Supervisory Board member (for the first time or for a subsequent term of office), in order to ensure that a Supervisory Board member appointed by the State Treasury's statement is covered by the scope of the assessment of suitability prior to their appointment, it is reasonable to award the said shareholder competences to make such an assessment.

The aforementioned amendment is without prejudice to other provisions of the Rules, in particular ones awarding the Shareholder Meeting the competence to make a secondary assessment of individual suitability of all Supervisory Board members and to make assessment of the collective suitability of the Supervisory Board in the course of the term of office and its sole purpose is to ensure a uniform approach as regards the moment of the assessment of individual suitability of Supervisory Board member candidates appointed to the Supervisory Board both by the Shareholder Meeting's resolution and under the State Treasury's statement referred to in § 20(7) of PZU SA's Articles of Association.

The other of the proposed amendments to the Rules is intended to adapt their content to the established market practice by narrowing down the group of people subject to the secondary assessment of individual suitability, which is made periodically, at least once in a year, solely to the Supervisory Board members and Audit Committee members holding their functions as at the assessment date, by the Shareholder Meeting and Supervisory Board, respectively. Upon the adoption of the aforementioned amendment, the Supervisory Board and Audit Committee members with respect to whom the said assessment is not justified due to the termination of their functions prior to the assessment date would be excluded from the scope of the secondary assessment of individual suitability referred to in § 3(1)(2)(a) of the Rules.

The draft amendment to the Rules was adopted by Resolution No. URN/81/2023 adopted by the PZU Supervisory Board on 10 May 2023.

Submitted on behalf of the PZU SA Supervisory Board:

/Robert Jastrzębski/

Attachment:

1. draft resolution of the PZU SA Shareholder Meeting on an amendment to the Rules for the assessment of suitability of the PZU SA Supervisory Board and Audit Committee

2/2

	RESOLUTION NO. ... /2023
	ADOPTED BY THE ORDINARY SHAREHOLDER MEETING
	OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA
	on …………………….. 2023
on	an amendment to the Rules for assessment of suitability of the PZU SA Supervisory
	Board and Audit Committee

Pursuant to § 18 of the Articles of Association of Powszechny Zakład Ubezpieczeń Spółka Akcyjna, the Shareholder Meeting hereby resolves the following:

§ 1

The Rules for the suitability assessment of the PZU SA Supervisory Board and Audit Committee, constituting Attachment 1 to Resolution No. 33/2021 of the Ordinary Shareholder Meeting of PZU SA of 16 June 2021, are amended as follows:

1. in § 2 item 13, which currently reads as follows:

"13) Assessing Body - the Shareholder Meeting for Supervisory Board members or the Supervisory Board for Audit Committee members;"

shall read as follows:

"13) Assessing Body - respectively:

1. 1. Shareholder Meeting, in the case of PZU SA Supervisory Board members, except in the case specified in letter b,
   2. State Treasury, as regards assessing the individual suitability of a Supervisory Board member prior to his or her appointment to the Supervisory Board, either for the first time or for another term of office, on the basis of the statement referred to in § 20(7) of the Articles of Association,
   3. Supervisory Board, in the case of Audit Committee members;";
2. in § 3, after item 5, item 6 with the following wording shall be added:

"6. The assessment of the individual suitability of a Supervisory Board member prior to appointment on the basis of the statement referred to in § 20 sec. 7 of the PZU SA Articles of Association is made by the State Treasury. The provisions of the Rules with respect to the assessment referred to in the first sentence shall apply accordingly.";

3) in § 13, item 3 which currently reads as follows:

"3. The secondary individual Suitability Assessment referred to in § 3 sec. 1 item 2(a) applies to the period, for which the report on the Supervisory Board's work is drawn up and submitted to the Shareholder Meeting for approval, and covers all Supervisory Board members who performed a function during that period."

shall read as follows:

"3. The secondary individual Suitability Assessment referred to in § 3 sec. 1 item 2(a) applies to the Supervisory Board members who discharge their function as at the date of the assessment by the

Shareholder Meeting, and in the case of Audit Committee members as at the date of the assessment by the Supervisory Board.";

4) in § 18, item 2 which currently reads as follows:

"2. Appointment of a Supervisory Board member candidate to the Supervisory Board by the Shareholder Meeting, as well as granting a discharge to a Supervisory Board member on the performance of his/her duties of a Supervisory Board member by the Shareholder Meeting, is understood as a positive assessment made by the Shareholder Meeting."

shall read as follows:

"2. Appointment of a Supervisory Board member candidate to the Supervisory Board by the Shareholder Meeting is understood as a positive assessment made by the Shareholder Meeting.".

§ 2

The consolidated text of the Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee, taking into account the amendments referred to in § 1, in the wording given in an attachment to this resolution is hereby adopted.

§ 3

This resolution shall come into force at the time of its adoption.

Chairperson

of the Ordinary Shareholder Meeting of PZU SA

Attachment to the resolution adopted by the PZU SA Shareholder Meeting on 7 June 2023

Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee
Table of contents
General provisions	2
Scope and coverage	2
Definitions	2
Types of Suitability Assessment	3
Types of Suitability Assessment and prerequisites for conducting it	3
Competencies in the Suitability Assessment process	4
Adequate composition of the Supervisory Board and Audit Committee	5
Composition of the Supervisory Board and Audit Committee	5
Suitability Assessment criteria	5
Suitability Assessment criteria - catalog	5
Competencies	6
Assurance	6
Independence of a Supervisory Board member	8
Independence of Judgment and commitment of sufficient time to perform the function of a
Supervisory Board member	8
Performance of Suitability Assessment	9
Primary individual Suitability Assessment - scope	9
Primary individual Suitability Assessment - formal requirements	9
Secondary individual Suitability Assessment - scope	9
Secondary individual Suitability Assessment - formal requirements	10
Collective Suitability Assessment - scope	10
Processing of personal data by PZU	10
Suitability Assessment	11
Suitability Assessment results	11
Archiving of Suitability Assessment	12
Notification to KNF	12
Attachments:	12