15 September 2021

ANNOUNCEMENT ON CONVENING AN EXTRAORDINARY SHAREHOLDER MEETING

OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA

The Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna with its registered office in Warsaw at al. Jana Pawła II 24, 00-133 Warsaw ("PZU SA" or "Company"), entered in the register of commercial undertakings kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under the file number KRS 0000009831, NIP: 526-025-10- 49, REGON: 010001345, with the share capital of PLN 86,352,300, paid up in full, acting pursuant to Article 399

  • 1 of the Commercial Company Code ("CCC") in conjunction with Article 398, Article 4021 of CCC and § 10 sections 2 and 5 of the PZU SA Articles of Association, hereby convenes the Company's Extraordinary Shareholder Meeting and presents the following information pursuant to Article 4022 of CCC:

1. DATE, TIME AND PLACE OF THE ORDINARY SHAREHOLDER MEETING OF PZU SA AND DETAILED AGENDA

The Extraordinary Shareholder Meeting of PZU SA ("ESM" or "Extraordinary Shareholder Meeting") is hereby convened for 12 October 2021 at 11:00 a.m. in the Company's registered office in Warsaw at al. Jana Pawła II 24, 00-133 Warsaw.

The detailed agenda of the Ordinary Shareholder Meeting is as follows:

  1. Open the Extraordinary Shareholder Meeting.
  2. Elect the Chairperson of the Extraordinary Shareholder Meeting.
  3. Assert that the Extraordinary Shareholder Meeting has been convened correctly and that it is capable of adopting resolutions.
  4. Accept the agenda.
  5. Make changes in the composition of the Supervisory Board.
  6. Adopt a resolution in the matter of assessing collective suitability of the Supervisory Board.
  7. Adopt a resolution on covering the costs incurred to convene and hold the Extraordinary Shareholder Meeting.
  8. Adjourn the meeting.
  1. DESCRIPTION OF PROCEDURES GOVERNING THE PARTICIPATION IN THE SHAREHOLDER MEETING AND THE EXERCISE OF VOTING RIGHTS
  1. Shareholder's right to request that specific matters be included in the agenda of the shareholder meeting before its date

A shareholder or shareholders of PZU SA representing at least one twentieth of the share capital may request that certain matters be included in the agenda of the ESM. Such request should be submitted to the PZU SA Management Board no later than twenty-one days before the date of the ESM, i.e. by 21 September 2021. The request should contain a justification or a draft resolution pertaining to the proposed item on the agenda. The request should be delivered in writing to the following address of the Company: PZU SA Management Board Office, al. Jana Pawła II 24, 00-133 Warsaw, or by e-mail to: wz.pzu@pzu.pl.

The shareholder or shareholders should attach to the said request copies (scans) of documents confirming their authorization to submit such a request, e.g. a certificate of deposit, demonstrating that shares are held that constitute at least one twentieth of the share capital as at the date of the request, and a copy (scan) of the document confirming the identity of the shareholder or shareholders submitting the request (i.e. personal ID card or other document confirming the identity of the shareholder or shareholders), which may be anonymized in accordance with the form constituting an attachment to this announcement. In the case of a shareholder or shareholders not being natural persons, a copy (scan) of the current excerpt of the pertinent register in which such entity is registered, or other document confirming the existence of the entity and the right of its representatives to represent it, should be attached.

No later than eighteen days before the set date of the ESM, i.e. by 24 September 2021, the PZU SA Management Board will announce changes to the agenda made at the request of the shareholder or shareholders by publishing them in the current report and posting them on the Company's website at: http://www.pzu.pl/, in the Relacje inwestorskie [Investor Relations] tab.

  1. Shareholder's right to submit draft resolutions on matters included in the agenda of the shareholder meeting or matters to be included in the agenda before the date of the shareholder meeting

A shareholder or shareholders of PZU SA representing at least one-twentieth of the share capital may submit, before the date of the ESM, in writing to the Company's address: PZU SA Management Board Office, al. Jana Pawła II 24, 00-133 Warsaw, or by e-mail to: wz.pzu@pzu.pl, draft resolutions on items introduced to the agenda of the ESM or items to be introduced to the agenda. The draft resolutions and the candidates for the Company's Supervisory Board members should be proposed by the shareholder or shareholders of PZU SA no later than 3 days before the date of the shareholder meeting.

The shareholder or shareholders submitting draft resolutions should attach to the said request copies (scans) of documents confirming their authorization to submit resolutions, e.g. a certificate of deposit evidencing the shares held as at the date of the request, and a copy (scan) of the document confirming the identity of the shareholder or shareholders submitting the request (i.e. personal ID card or other document confirming the identity of the shareholder or shareholders), which may be anonymized in accordance with the form constituting an attachment to this announcement. In the case of a shareholder or shareholders not being natural persons, a copy (scan) of the current excerpt of the pertinent register in which such entity is registered, or other document confirming the existence of the entity and the right of its representatives to represent it, should be attached.

The Company shall immediately publish submitted draft resolutions in a current report and on the Company's website at http://www.pzu.pl/in the Investor Relations tab.

  1. Shareholder's right to submit, during the shareholder meeting, draft resolutions and changes to draft resolutions on matters entered in the agenda

Each PZU SA shareholder authorized to participate in the ESM may submit - during the meeting - draft resolutions on matters introduced in the agenda.

  1. Methods of exercising voting rights through a proxy

A shareholder may participate in the ESM and exercise the voting right in person (in the case of a shareholder other than a natural person - through persons authorized to submit effective representations of will for and on behalf of such person) or through a proxy.

The proxy exercises all rights of the shareholder during the shareholder meeting unless the legal proxy document stipulates otherwise. A proxy may grant further proxies, if this follows from the content of the granted legal proxy (in the case of granting a proxy to a further proxy, one should submit an uninterrupted series of the powers-of-attorney together with the documents confirming the authorization to act on behalf of earlier proxies). A proxy may represent more than one shareholder and vote differently from the shares of different shareholders. If a shareholder holds shares registered in more than one securities account or on a collective account he/she may appoint separate proxies to exercise the rights attached to the shares registered in each of the accounts or, in the case of a collective account, on such account.

The legal proxy document to participate in the shareholder meeting and exercise the voting right must be granted in writing or electronically. A legal proxy granted in electronic form is not required to be signed with a qualified electronic signature.

The shareholder or the proxy notifies PZU SA about granting the legal proxy to participate in the Extraordinary Shareholder Meeting in electronic form, by e-mail to wz.pzu@pzu.pl.

Available on the Company's website at http://www.pzu.pl/in the Investor Relations tab are forms of legal proxies to participate in the ESM which may be used by the shareholders.

Such electronic notification about granting the legal proxy should contain the business name or the full name of the shareholder, his/her phone number and e-mail address and the business name or the full name of the proxy, his/her phone number and e-mail address. On its website at http://www.pzu.pl/in the Investor Relations tab, PZU SA will post the forms of notifications about granting the legal proxy to take part in the

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Extraordinary Shareholder Meeting, starting on the date of convening the Extraordinary Shareholder Meeting.

Along with the notification about granting the legal proxy to participate in the Extraordinary Shareholder Meeting in electronic form, the shareholder or the proxy sends to PZU SA a scan of the granted legal proxy and the following documents:

  • in the case of a shareholder being a natural person, a scan of the personal ID or other document confirming the shareholder's identity, which may be anonymized in accordance with the form constituting an attachment to this announcement.
  • in the case of a shareholder or shareholders not being natural persons, a scan of the current excerpt of the pertinent register or other document confirming the existence of the entity and the right of its representatives to represent it,
  • in the case of a proxy being a natural person, a scan of the personal ID or other document confirming the proxy's identity, which may be anonymized in accordance with the form constituting an attachment to this announcement.
  • in the case of a proxy not being natural persons, a scan of the current excerpt of the pertinent register or

other document confirming the existence of the entity and the right of its representatives to represent it. PZU SA may take appropriate action to identify a shareholder and his/her proxy to verify the validity of the legal proxy granted in electronic form. The verification may involve, in particular, a return query in electronic or telephone form to the shareholder or proxy to confirm the granting of the legal proxy and its scope.

Any documents sent to the Company electronically should be prepared in the PDF format and not secured by a password.

Any documents sent to the Company should be in Polish. If any document sent to the Company has been prepared in a language other than Polish, a certified translation into Polish of such document should be attached.

Sending of the aforementioned documents to PZU SA by electronic mail shall not release the proxy from the obligation to present identification documents during preparation of the attendance record of the shareholders authorized to participate in the Extraordinary Shareholder Meeting. Furthermore, if there are doubts as to the authenticity of the legal proxy documents, the PZU SA Management Board reserves the right to demand that the originals of such documents or their official copies confirmed as compliant with the original by a notary or other entity authorized to confirm documents as compliant with their originals be presented prior to the commencement of the ESM. If they are not produced the proxy may be not admitted to participate in the Extraordinary Shareholder Meeting.

The foregoing rules of granting the legal proxy to participate in the Extraordinary Shareholder Meeting in electronic form apply accordingly to the notification sent to PZU SA about revoking the aforementioned legal proxy.

Because it is necessary to verify all documents sent in, the notifications about granting or revoking the legal proxy to participate in the Extraordinary Shareholder Meeting should be sent to the Company no later than by 3:00 p.m. on 11 October 2021.

A notification about granting or revoking the legal proxy without complying with the requirements specified above shall not bring about any legal effects for the Company.

A proxy holding a written legal proxy should submit during preparation of the attendance record of the shareholders authorized to participate in the Extraordinary Shareholder Meeting the original legal proxy, a copy of the legal proxy certified as a true copy by the notary or official, or a certified copy thereof prepared in compliance with pertinent provisions of law. A proxy being a natural person during preparation of the aforementioned attendance record should produce the personal ID or other document confirming his/her identity. If the legal proxy was granted by an entity not being a natural person, the proxy should submit, along with the aforementioned documents, an excerpt of the pertinent register or copy thereof certified as a true copy. It shall be supposed that a legal proxy granted in writing and confirming the right to represent the shareholder at the ESM complies with the law and does not require any confirmation unless its authenticity or validity raises any doubts. If any document presented as a proof of granting the legal proxy has been prepared in a language other than Polish, a certified translation into Polish of such document should be attached.

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PZU SA provides the forms allowing for exercising voting rights through a proxy. These forms are posted on the Company's website at http://www.pzu.pl/in the Investor Relations tab, starting from the date of convening the ESM. The use of the forms is not mandatory.

In the event of issuing instructions to the proxy regarding the exercise of the voting right, the Company shall not verify whether the proxy exercises the voting right in accordance with the instruction he/she has received from the principal.

  1. Possibility and method of participation in the ESM by means of electronic communication

Currently PZU SA does not allow the possibility of participation in the ESM by means of electronic communication.

  1. Method of speaking during the ESM via means of electronic communication

Currently, PZU SA does not allow the possibility of speaking during the ESM via means of electronic communication.

  1. The method of exercising voting rights by mail or using means of electronic communication

Currently, PZU SA does not envisage the possibility of exercising voting rights by mail or using means of electronic communication.

  1. Shareholder's right to ask questions pertaining to matters included in the agenda of the shareholder meeting

During the shareholder meeting, upon a shareholder's request, the Management Board will provide the shareholder or the shareholder's proxy with information about the Company if necessary to evaluate a matter included in the agenda.

The Management Board will refuse to provide information if that could cause damage to the company, its affiliate or subsidiary, in particular, through disclosure of technical, trade or organizational secrets of the enterprise.

The Management Board may refuse to provide information if this could constitute a basis for criminal, civil or administrative liability of a Management Board Member.

An answer is deemed given if pertinent information is available on the Company's website at http://www.pzu.pl/, in the Investor Relations tab.

For important reasons, the Management Board may provide information in accordance with a request made at the Shareholder Meeting in writing, outside the Shareholder Meeting. The Management Board is obligated to provide information no later than two weeks of the date of the request made at the Shareholder Meeting.

3. DATE OF REGISTRATION OF THE PARTICIPATION IN THE ESM

Pursuant to Article 4061 § 1 of the Commercial Company Code, any persons being PZU SA's shareholders sixteen days prior to the date of the ESM ("Registration Date"), i.e. on 26 September 2021, shall have the right to participate in the ESM.

4. INFORMATION ON THE RIGHT TO PARTICIPATE IN THE ESM

Only the persons being PZU SA's shareholders on the Registration Date shall have the right to participate in the ESM. Shareholders entitled under uncertificated Company shares (bearer shares) shall have the right to participate in the ESM, provided that they request the entity keeping the securities account in which their PZU SA shares are deposited to issue a name-specific certificate on the right to participate in the ESM in accordance with the rules set forth below.

Pursuant to Article 4063 § 1 of the Commercial Company Code, at the request of a shareholder authorized under the Company's dematerialized bearer shares submitted no earlier than following the publication of this announcement on convening the ESM and no later than on the first business day after the Registration

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Date, i.e. no later than on 27 September 2021, the entity keeping the securities account issues a name- specific certificate on the right to participate in the Extraordinary Shareholder Meeting.

The Company determines a list of entities authorized under bearer shares to participate in the ESM on the basis of a list provided by Krajowy Depozyt Papierów Wartościowych S.A.

Krajowy Depozyt Papierów Wartościowych S.A. prepares the said list on the basis of information provided no later than twelve days before the date of the ESM by the entities keeping the securities accounts on the basis of issued name-specific certificates on the right to participate in the Extraordinary Shareholder Meeting.

The Company recommends that shareholders take with them to the ESM a name-specific certificate confirming their right to participate in the Extraordinary Shareholder Meeting.

The list of shareholders authorized to participate in the ESM will be displayed three business days before the date of ESM, i.e. on 7, 8 and 11 October 2021, between 9:00 a.m. and 4:00 p.m., in the Company's registered office in Warsaw at al. Jana Pawła II 24, in the Management Board Office, room 2508.

A shareholder may request that the aforementioned list of shareholders authorized to participate in the Extraordinary Shareholder Meeting be send to him/her free of charge by electronic mail. The shareholder requesting the list of shareholders should attach a copy (scan) of the document confirming his/her authorization to submit the request, i.e. a name-specific certificate of the right to participate in the shareholder meeting and copy of the document confirming the shareholder's identity (i.e. personal ID or other document confirming the shareholder's identity), which may be anonymized in accordance with the form constituting an attachment to this announcement. In the case of a shareholder not being natural persons, a copy (scan) of the current excerpt of the register in which such entity is registered, or other document confirming the existence of the entity and the right of its representatives to represent it, should be attached. Such request should be sent to the following e-mail address: wz.pzu@pzu.pl.

Within one week before the date of the ESM, the shareholder may also request - in the manner described above - that excerpts of motions on the issues included in the agenda be issued to them.

Persons with large numbers of legal proxies to represent the shareholders at the Extraordinary Shareholder Meeting are requested to arrive early.

5. ACCESS TO DOCUMENTATION RELATED TO THE ESM

The documentation to be presented at the ESM, draft resolutions and other documents concerning the ESM will be available:

  1. on the Company's website athttp://www.pzu.pl/in the Investor Relations tab,
  2. in hard copy form, at the request of an authorized person, in the Company's registered office in Warsaw, al. Jana Pawła II 24, in the Management Board Office, room 2508, on business days from 9:00 a.m. to 4:00

p.m. but no later than 11 October 2021.

When requesting access to documentation in hard copy form, a shareholder should attach a copy (scan) of the document confirming his/her/its right to participate in the ESM, i.e. a name-specific certificate of the right to participate in the shareholder meeting, showing that the shareholder holds shares as at the date of submitting the request, and a copy (scan) of the document confirming the identity of the shareholder (i.e. personal identification card or other document confirming the identity of the shareholder). In the case of a shareholder not being natural persons, a copy (scan) of the current excerpt of the register in which such entity is registered, or other document confirming the existence of the entity and the right of its representatives to represent it, should be attached. Such request should be sent to the following e-mail address: wz.pzu@pzu.pl.

6. ADDRESS OF THE WEBSITE CONTAINING INFORMATION ON THE ESM

All information about the ESM will be posted on the Company's website at: http://www.pzu.pl/in the Relacje inwestorskie [Investor Relations] tab, from the date of convening the ESM.

Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna

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PZU - Powszechny Zaklad Ubezpieczen SA published this content on 16 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2021 18:01:06 UTC.