Date of preparation: 03-06-2014

Issuer's abbreviated name: PZU SA

Current report no. 39/2014

Subject: Satisfaction of a condition precedent resulting from sale purchase agreement of the shares in AAS Balta

Legalgrounds:Art. 56 section 1 subsection 1 of the Act on Public Offering-
current and periodic information

Body of the report:

Further to the current report no. 21/2014 of 17 April 2014 concerning the disclosure of the delayed inside information, i.e. negotiations held in order to conclude a sale purchase agreement of the shares in Lietuvos Draudimas AB and AAS Balta and acquisition of business of the Estonian branch of Codan Forsikring A/S, and the execution of sale purchase agreements of the shares in Lietuvos Draudimas AB ("Lietuvos Draudimas Shares"), AAS Balta ("AAS Balta Shares") and the execution of sale purchase agreements of the business of the Estonian branch of Codan Forsikring A/S ("Business Assets"),
The Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna ("PZU SA") hereby informs that on the 3rdof June 2014 it was informed about the satisfaction of one of the conditions precedent set forth in the sale purchase agreement of the AAS Balta Shares executed on 17 April 2014 between Royal & Sun Alliance Insurance plc, a limited liability company incorporated in England and Wales with its registered office in West Sussex, the United Kingdom (the "RSA") as the seller and PZU SA as the purchaser ("SPA no. 2"), i.e. obtaining unconditional competition clearance of the Latvian Competition Council.
The purchase of AAS Balta Shares on the terms specified in the SPA no. 2 is still conditional upon the satisfaction of the remaining conditions precedent, i.e (i) obtaining the decision of the Financial and Capital Markets Commission of the Republic of Latvia for the purchase of the AAS Balta Shares under applicable Latvian laws; and (ii) obtaining the competition clearance of the Antimonopoly Committee of Ukraine (jointly "Conditions no. 2"). The fulfilment of Conditions no. 2 shall occur before 17 October 2014. SPA no. 2 shall automatically terminate if the Conditions no. 2 are not fulfilled on 17 October 2014.
The purchase of Lietuvos Draudimas Shares is still conditional upon the satisfaction of the remaining conditions precedent, i.e (i) obtaining the decision of the Bank of Lithuania under the applicable Lithuanian laws (including a statement of no objection); (ii) obtaining the competition clearance of the European Commission or the Lithuanian Competition Council (depending on which is the competent authority) including a statement of no objection; the competition clearance shall be unconditional or subject to remedies which are acceptable to PZU SA; (iii) obtaining the competition clearance of the Antimonopoly Committee of Ukraine.
The purchase of Business Assets by PZU Lietuva acting through its branch UAB DK "PZU Lietuva" Eesti Filiaal registered in the Republic of Estonia as the purchaser is still conditional upon the satisfaction of the condition precedent, i.e. obtaining the competition clearance of the Antimonopoly Committee of Ukraine.
Art. 56 section 1 subsection 1 of the Act on Public Offering - inside information

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