Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Report including proposals for assessing the suitability of the Supervisory Board of PZU SA for the new term of office

Attachment to Resolution of the Supervisory Board of PZU SA no URN/100/2023 of 6 June 2023

Report including proposals for assessing the suitability of the Supervisory Board of PZU SA

for the new term of office

1. Legal basis of drawing up the report

The report was prepared on the basis of the Rules for assessing the suitability of the Supervisory Board and Audit Committee of PZU SA, adopted pursuant to Resolution No 33/2021 of the Ordinary General Meeting of PZU SA of 16 June 2021, hereinafter: the Rules.

In accordance with § 17(6) in conjunction with § 17(3)(2), the Supervisory Board of PZU SA presents to the General Meeting, in the form of a report, proposals for assessing the suitability of candidates for Supervisory Board Members, Supervisory Board Members and for assessing the collective suitability of the Supervisory Board. Pursuant to § 4(2)(2), the Supervisory Board of PZU SA approves the proposals for assessing the individual suitability of candidates for Supervisory Board Members, Supervisory Board Members and for assessing the collective suitability of the Supervisory Board, previously prepared by the Nomination and Remuneration Committee.

1. Approval of the proposal for assessing the individual suitability of candidates for Members of the Supervisory Board of PZU SA of the new term of office and for assessing the collective suitability of the Supervisory Board of PZU SA

On 5 June 2023, the State Treasury as a shareholder of PZU SA proposed the following candidates:

1. Robert Jastrzębski,
2. Marcin Kubicz,
3. Radosław Sierpiński,
4. Marcin Chludziński,
5. Agata Górnicka,
6. Maciej Zaborowski,
7. Elżbieta Mączyńska-Ziemacka,
8. Krzysztof Opolski,
9. Józef Wierzbowski,
10. Pawł Górecki (appointment pursuant to the declaration of the State Treasury referred to in paragraph 20(7) of the Articles of Association of PZU SA)

for members of the Supervisory Board of PZU SA of the new term of office, submitting the forms of suitability assessment filled in by them, including the attachments.

The assessment was based on the premises referred to in:

1. § 3(1)(1)(a) of the Rules (primary assessment of individual suitability) in relation to Marcin Kubicz;

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Attachment to Resolution of the Supervisory Board of PZU SA no URN/100/2023 of 6 June 2023

1. § 3(1)(2)(c) of the Principles (secondary assessment of individual suitability) in relation to the existing Members of the Supervisory Board of PZU SA, i.e.: Robert Jastrzębski, Radosław Sierpiński, Marcin Chludziński, Agata Górnicka, Maciej Zaborowski, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Józef Wierzbowski and Paweł Górecki;
2. and § 3(1)(3)(a) of the Rules with regard to the assessment of the Supervisory Board of PZU
   SA as a whole (collective suitability assessment).

Pursuant to § 3(1)(1)(a) of the Rules, the primary assessment of individual suitability of a candidate to the Supervisory Board of PZU SA is conducted prior to his/her first appointment as a Member of the Supervisory Board of PZU SA. In case of the planned appointment of an existing Member of the Supervisory Board for the next term of office, §3 (1)(2)(c) of the Rules provides the basis for the assessment of the individual suitability of a candidate (the so-called secondary assessment of individual suitability).

In conjunction with the individual assessment, an assessment of the collective suitability of the Supervisory Board is also carried out pursuant to § (3)(1)(3)(a) of the Rules. This assessment is carried out irrespective of whether the composition of the Supervisory Board is to change.

In accordance with the Rules, the assessment of the individual suitability of candidates was performed taking into account the requirements arising from generally applicable legal regulations, the Articles of Association of PZU SA, the Rules and the Methodology for assessing the suitability of members of supervised entities' bodies, developed by the Polish Financial Supervision Authority.

The verification performed was aimed at determining whether the assessed candidates possessed the qualifications necessary to hold a position on the Supervisory Board of PZU SA, as well as determining whether their behaviour would have an influence on the reputation of the company. The assessment took into account the qualities and competence of individual candidates relevant to ensuring the proper performance of tasks by the Supervisory Board of PZU SA, as well as the adequacy of their knowledge, skills and experience to the function to be taken up and, moreover, the guarantee of due performance of this function.

In the course of the suitability assessment process, the candidates provided information on their qualifications and professional experience.

The assessment of the collective suitability of the Supervisory Board of PZU SA took into account the need to ensure that the Supervisory Board of PZU SA as a whole (including the candidates assessed) has an adequate level of knowledge, skills and experience to understand the activities undertaken by the company, including the main risks occurring in the company, in particular the need to meet the premises listed in § 15(1) of the Rules.

The analysis of all the information collected during the evaluation process was carried out by the Nomination and Remuneration Committee of the Supervisory Board of PZU SA (hereinafter: the Committee).

On 6 June 2023, the Committee presented to the Supervisory Board of PZU SA its proposals for assessing the individual suitability of each candidate to the Supervisory Board of PZU SA for the new term of office and its proposal for assessing the collective suitability of the Supervisory Board of PZU SA.

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Attachment to Resolution of the Supervisory Board of PZU SA no URN/100/2023 of 6 June 2023

Based on the received proposals for assessments and after reviewing the information and documents collected, on 6 June 2023, pursuant to resolutions No URN/89/2023 - URN/98/2023 the Supervisory Board of PZU SA approved the proposals for positive assessment of individual suitability of candidates to the Supervisory Board of PZU SA of the new term of office, i.e.:

1. Marcin Kubicz (primary assessment of individual suitability);
2. Robert Jastrzębski, Radosław Sierpiński, Marcin Chludziński, Agata Górnicka, Maciej Zaborowski, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Józef Wierzbowski and Paweł Górecki (secondary assessment of individual suitability)

and pursuant to resolution No URN/99/2023 - the proposal of the positive collective assessment of suitability of the Supervisory Board of PZU SA.

1. Summary

Pursuant to § 17(6) in conjunction with § 4(1)(2) and § 3(1)(2)(a) and (f) of the Rules, this Report, prepared by the Supervisory Board of PZU SA, is submitted to the General Meeting of Shareholders of PZU SA for the purpose of a secondary assessment by the General Meeting of PZU SA of the individual suitability of the members of the Supervisory Board of PZU SA.

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