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    PZU   PLPZU0000011

POWSZECHNY ZAKLAD UBEZPIECZEN SA

(PZU)
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Powszechny Zaklad Ubezpieczen : Supervisory Board statement

10/12/2021 | 03:32am EST

Attachment to Resolution No. URN/112/2021 of the PZU SA Supervisory Board of 11 October 2021

Report of the Powszechny Zakład Ubezpieczeń SA Supervisory Board containing a proposal

for a primary individual suitability assessment of a candidate for a Supervisory Board member and a proposal for a collective suitability assessment of the Supervisory Board

  1. Legal basis for drawing up the report

This Report has been prepared on the basis of the Rules for the suitability assessment of the PZU SA Supervisory Board and Audit Committee, as adopted by Resolution No. 33/2021 of the PZU SA Ordinary Shareholder Meeting of 16 June 2021 (hereinafter: "Rules").

Pursuant to § 3 sec. 1 item 1(a) of the Rules, the primary individual suitability assessment of a candidate for a PZU SA Supervisory Board member is conducted prior to the appointment by the Shareholder Meeting, based on an assessment proposal submitted by the Supervisory Board. As regards the collective suitability assessment, the reason for its conduct is the fact that changes are intended in the composition of the Supervisory Board (§ 3 sec. 1 item 3(c) of the Rules).

  1. Approval of the proposal for a primary individual suitability assessment of a candidate for a Supervisory Board member, Radosław Adam Sierpiński, and of the proposal for a collective suitability assessment of the Supervisory Board

On 8 October 2021, the State Treasury, as a shareholder of PZU SA, proposed Mr. Radosław Adam Sierpiński as a candidate for a PZU SA Supervisory Board member and submitted a suitability assessment form completed by the candidate with attachments and documents confirming the information contained therein.

In the suitability assessment form, the candidate for a Supervisory Board member, Radosław Adam Sierpiński, provided the following information on his qualifications and professional experience:

  1. qualifications:
    • graduate of the Medical University of Warsaw in medicine (2013),
    • obtained a Ph.D. degree in medical sciences and health sciences in the discipline of medical sciences (2018), then a Ph.D. Habilitated in cardiology (2021),
    • completed postgraduate MBA in Healthcare studies at the Lazarski University in Warsaw (2019),
    • on 1 November 2014, obtained the right to practice as a physician.

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  1. professional experience:
    • currently, the President of the Medical Research Agency (formerly, Deputy President for Medical Matters),
    • in the period from January 2018 to March 2019, adviser to the Minister of Health,
    • in the period from January 2017 to December 2018, Medical Director at
      Kardiosystem Monitoring Sp. z o.o. (currently: Medicalgorithmics Polska Sp. z o.o.),
    • supervisory board member in PZU Zdrowie S.A. (2019-2020) and Totalizator Sportowy Sp. o.o. (2019-2021)
    • trainee physician at the Cardinal Stefan Wyszyński, Primate of the Millennium,
      Institute of Cardiology (2016-2019).

Acting pursuant to the Rules, on 11 October 2021, the PZU SA Supervisory Board commenced the preparation and approval of the proposal for an individual suitability assessment of the candidate for a PZU SA Supervisory Board member and a collective suitability assessment of the PZU SA Supervisory Board.

In accordance with the Rules, the process of an individual suitability assessment was conducted on the basis of the primary suitability assessment form with attachments submitted by the candidate, taking into account the requirements arising from generally binding provisions of law, the PZU SA Articles of Association, the Rules and the Methodology for assessing suitability of members of corporate bodies in regulated entities, as published by the Polish Financial Supervision Authority.

Within the framework of the individual suitability assessment process, the verification was aimed at determining whether the candidate being assessed has the necessary qualifications to perform a function in the PZU SA Supervisory Board and whether his conduct affects the reputation of PZU. Account was taken of the traits and competencies of the candidate that are important for ensuring the proper performance of tasks by the PZU SA Supervisory Board as well as adequacy of his knowledge, skills and experience relative to his intended function and the assurance of the proper performance of such function.

The analysis conducted for the purposes of the preparation of a proposal for the collective suitability assessment pertained to the proposed candidate for a PZU SA Supervisory Board member and existing PZU SA Supervisory Board members, who, as at the date of this report, were as follows:

  1. Paweł Mucha - Supervisory Board Chairman;
  2. Paweł Górecki - Supervisory Board Deputy Chairman;
  3. Robert Śnitko - Supervisory Board Secretary;
  4. Marcin Chludziński - Supervisory Board Member;
  5. Agata Górnicka - Supervisory Board Member;

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  1. Robert Jastrzębski - Supervisory Board Member;
  2. Elżbieta Mączyńska-Ziemacka - Supervisory Board Member;
  3. Krzysztof Opolski - Supervisory Board Member;
  4. Józef Wierzbowski - Supervisory Board Member;
  5. Maciej Zaborowski - Supervisory Board Member.

The assessment process did not cover one Supervisory Board member, namely Tomasz Kuczur, due to his resignation from membership in the PZU SA Supervisory Board with effect from 11 October 2021.

With respect to the process of the collective suitability assessment of the PZU SA Supervisory Board, we took into account the need to ensure that the Supervisory Board as a whole (including the candidate undergoing assessment) has the adequate level of knowledge, skills and experience to understand the activities pursued by the company, including key risks, and in particular the need to satisfy other prerequisites listed in § 15 sec. 1 of the Rules.

The analysis of all information collected during the process was conducted by the PZU SA Supervisory Board Nomination and Compensation Committee (hereinafter: "Committee").

On 11 October 2021, the Committee submitted to the Supervisory Board its proposed individual suitability assessment of Radosław Adam Sierpiński as a candidate for a PZU SA Supervisory Board member and its proposed collective suitability assessment of the Supervisory Board.

On the basis of the assessment proposals received and having read the collected information and documents, on 11 October 2021, by Resolution No. URN/110/2021, the PZU SA Supervisory Board approved the proposal for a favorable individual suitability assessment of Radosław Adam Sierpiński as a candidate for a PZU SA Supervisory Board member and, by Resolution No. URN/111/2021, the proposal for a favorable collective suitability assessment of the Supervisory Board.

Pursuant to § 17 sec. 6 of the Rules, this Report prepared by the Supervisory Board is hereby submitted to the Shareholder Meeting to enable it to conduct the individual suitability assessment of Radosław Adam Sierpiński as a candidate for a Supervisory Board member and the collective suitability assessment of the PZU SA Supervisory Board.

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Disclaimer

PZU - Powszechny Zaklad Ubezpieczen SA published this content on 12 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2021 07:31:00 UTC.


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