Date of preparation:

21-07-2014

Issuer's abbreviated name:

PZU SA

Current report no. 65/2014

Subject:

Satisfaction of a condition precedent resulting from sale purchase agreement of the shares in Lietuvos Draudimas AB

Legal grounds:

Art. 56 section 1 subsection 1 of the Act on Public Offering-

inside 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 21 July 2014 the Management Board of PZU SA was informed about the satisfaction of one of the conditions precedent set forth in the sale purchase agreement of the Lietuvos Draudimas 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 ("RSA") as the seller and PZU SA as the purchaser
("SPA no. 1"), i.e. obtaining the decision of the Bank of Lithuania regarding the acquisition of Lietuvos
Draudimas Shares whereby the Bank of Lithuania granted its non-objection for PZU SA to acquire Lietuvos
Draudimas Shares.
The purchase of Lietuvos Draudimas Shares pursuant to SPA no.1 is still conditional upon the satisfaction of the remaining condition precedent, i.e. 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.
Closing of the purchase of shares in AAS Balta on the basis of the sale purchase agreement of the AAS Balta Shares executed on 17 April 2014 between RSA as the seller and PZU SA as the purchaser ("SPA no. 2") was reported by the Management Board of PZU SA in a current report no. 57/2014 of 30 June 2014.
Satisfaction of a condition precedent of obtaining the competition clearance of the Antimonopoly Committee of Ukraine, set forth in the sale purchase agreement of the Business Assets concerning assets of the Estonian branch of Codan Forsikring A/S, a company incorporated in Denmark with the registered office at Frederikberg, Denmark ("Codan") as the seller and PZU Lietuva acting through its branch UAB DK "PZU Lietuva" Eesti Filiaal registered in the Republic of Estonia ("PZU Lietuva") as the purchaser and PZU SA as purchaser's guarantor, executed on 17 April 2014 was reported in a current report no. 45/2014 of 16 June
2014.
In addition to the Business Assets, PZU Lietuva will also acquire the col lection of all the insurance
agreements concluded or taken over by Codan Forsikring A/S at the date of closing of the transaction, with the provision that a transfer of the insurance agreements is conditional upon the satisfaction of the following conditions precedent: (i) close of sale of the Business Assets; and (ii) obtaining clearance of the Danish Financial Supervisory Authority for the transfer of the collection of those insurance agreements.
Art. 56 section 1 subsection 1 of the Act on Public Offering - inside information

SIGNATURES OF THE REPRESENTATIVES OF THE COMPANY:

Date

Name and family name

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