Powszechny Zaklad Ubezpieczen : Shareholders motion

MINISTRY OF STATE ASSETS

UNDERSECRETARY OF STATE

Andrzej Śliwka

Warsaw, 13 September 2021

IK: 631494

Ms.

Beata Kozłowska-Chyła

President of the Management

Board

Powszechny Zakład Ubezpieczeń

Spółka Akcyjna

REQUEST TO CONVENE EXTRAORDINARY SHAREHOLDER MEETING OF POWSZECHNY ZAKŁAD

UBEZPIECZEŃ SPÓŁKA AKCYJNA

Acting on behalf of the State Treasury, a shareholder of Powszechny Zakład Ubezpieczeń Spółka Akcyjna ("Company"), pursuant to the attached power-of-attorney of 22 March 2021, ref. no. DP.014.86.2021 (DN I.V.014.1.2021), extended by Mr. Jacek Sasin, Deputy Prime Minister, the Minister of State Assets, pursuant to Article 400 § 1 of the Commercial Company Code I hereby request that an Extraordinary Shareholder Meeting be immediately convened with the following agenda:

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.

Ministry of State Assets, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, phone [phone] www.gov.pl/aktywa-panstwowe

Justification:

A shareholder or shareholders representing at least one-twentieth of the share capital have the legal right to request that an Extraordinary Shareholder Meeting be convened and that specific items be placed in the agenda. The item on changes in the composition of the Company's Supervisory Board is placed on the agenda of the Extraordinary Shareholder Meeting of Powszechny Zakład Ubezpieczeń SA in accordance with the powers held by the Shareholder Meeting to appoint and dismiss members of the Company's Supervisory Board and its aim is to strengthen corporate governance.

Kind regards,

Andrzej Śliwka

Undersecretary of State

document signed electronically 631494.1926627.1593261

Attachments:

1. Power-of-attorney,
2. Draft resolutions with justification.

Ministry of State Assets, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, phone [phone] www.gov.pl/aktywa-panstwowe

Draft

In reference to item 2. of the Agenda

RESOLUTION NO. /2021

ADOPTED BY THE EXTRAORDINARY SHAREHOLDER MEETING OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA

on 2021

to elect the Chairperson of the Extraordinary Shareholder Meeting of PZU SA

Pursuant to Article 409 § 1 of the Commercial Company Code and § 17 Section 2 of the PZU SA Articles of Association, the PZU SA Extraordinary Shareholder Meeting hereby resolves as follows:

§ 1

The Extraordinary Shareholder Meeting of PZU SA hereby resolves to elect Mr./Ms.

………………………… as the Chairperson of the Extraordinary Shareholder Meeting of PZU SA.

§ 2

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

Justification

for the draft resolution to elect the Chairperson of the Extraordinary Shareholder Meeting

In accordance with Article 409 § 1 of the Commercial Company Code, a chairperson is elected from among the persons authorized to participate in a shareholder meeting. Pursuant to § 11 sec. 3 and sec 4 of the Bylaws of the PZU SA Shareholder Meeting, the SM Chairperson is elected in a secret ballot in the order in which candidates have been proposed, while the person opening the Shareholder Meeting oversees over the proper course of the ballot to elect the SM Chairperson, announces the results of voting and hands over the running of the Shareholder Meeting to the SM Chairperson.

It is therefore necessary to submit the draft of this resolution to the Extraordinary Shareholder Meeting for review.

Draft

In reference to item 4. of the Agenda
RESOLUTION NO.		/2021
ADOPTED BY THE EXTRAORDINARY SHAREHOLDER MEETING
OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA
on	2021
to accept the Agenda of the Extraordinary Shareholder Meeting of PZU SA
The Extraordinary Shareholder Meeting of PZU SA held on	2021 hereby resolves as
follows:
§ 1

The following agenda of the Extraordinary Shareholder Meeting of PZU SA is hereby adopted:

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.

§ 2

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

Justification

for the draft resolution to accept the agenda

The Shareholder Meeting is held in accordance with the accepted agenda. The agenda included in the draft resolution is proposed in accordance with the request of the Company's shareholder, i.e. the State Treasury. According to Article 404 § 1 of the Commercial Company Code, no resolution may be adopted on matters which are not included in the agenda unless the entire share capital is represented at the Shareholder Meeting and none of the persons present object to the adoption of the resolution.

Accordingly, the draft of this resolution is submitted to the Extraordinary Shareholder Meeting.

Draft

In reference to item 5. of the Agenda

RESOLUTION NO. /2021

ADOPTED BY THE EXTRAORDINARY SHAREHOLDER MEETING OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA

on 2021

to dismiss a member of the PZU SA Supervisory Board

Acting pursuant to Article 385 § 1 of the Commercial Company Code and § 18 Item 9 of the PZU SA Articles of Association, the Extraordinary Shareholder Meeting of PZU SA hereby resolves as follows:

§ 1

Ms./Mr. …………………………………………………… is hereby dismissed from the PZU SA

Supervisory Board.

§ 2

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

Justification

for the draft resolutions to dismiss a Supervisory Board member

Pursuant to Article 385 § 1 of the Commercial Company Code, the supervisory board is composed of at least three members, and in public companies of at least five members, elected and removed by the shareholder meeting.

Pursuant to § 18 item 9 of the Articles of Association of PZU SA, the powers of the Shareholder Meeting include adopting resolutions to appoint and dismiss Supervisory Board members, subject to § 20. According to § 20 sec. 1 of the Articles of Association of PZU SA, the Supervisory Board consists of seven to eleven members.

Accordingly, the draft of this resolution is submitted to the Extraordinary Shareholder Meeting.