Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Discharge of members of the Management Board and Supervisory Board of PZU SA for 2015

The PZU SA Supervisory Board

Warsaw, 22 May 2024

The PZU SA Supervisory Board announces that on 22 May 2024 resolutions no. URN/109/2024, URN/110/2024, URN/111/2024, URN/112/2024, URN/113/2024, URN/114/2024, URN/115/2024 on the recommendation to discharge the members of the PZU SA Management Board Members for the performance of their duties on the PZU SA Management Board in 2015.

In accordance with the content of the above resolutions, the PZU SA Supervisory Board recommends that the PZU SA Ordinary General Meeting grant discharge to Przemysław Dąbrowski, Rafał Grodzicki, Witold Jaworski, Andrzej Klesyk, Dariusz Krzewina, Tomasz Tarkowski and Ryszard Trepczyński for the period they served on the PZU SA Management Board in 2015.

Powszechny Zakład Ubezpieczeń Spółka Akcyjna, District Court for the Capital City of Warsaw, 13th Commercial Division, KRS 9831, NIP 526-025-

10-49,

share capital: 86,352,300.00 PLN paid in full, Rondo Ignacego Daszyńskiego 4, 00-843 Warsaw, pzu.pl, helpline: 801 102 102

Powszechny Zakłład Ubezpieczeń

Spółka Akcyjna

FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBEER 2015 WITH AUDITOR'S OPINION

This document is a free translation of thee Polish original. Terminology current in Anglo-Saxon couuntries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original shhould be referred to in matters of interpretation.

Powszechny Zakład Ubezpieczeń Spółka Akcyjnna

Financial statements for the financial year endeed 31 December 2015

Table of Contentss

Introduction to the financial staatement	4
1.	Introduction	4
2.	Selected financial data of PZU	5
3.	PLN/EUR exchange rates	5
4.	Changes in the accounting principples (policy) during the financial year	5
5.	Changes in the method of preparation of the financial statements	5
6.	Adjustment of errors	6
7.	Information on significant subseqquent events not recognized in the financial statements	6
8.	Significant prior years' events recognized in the financial statements for the currennt financial year	6
9.	Significant current year's events significantly changing the structure of balance sheet items and the
	financial result	7
10.	Managing and supervisory bodies of PZU	7
11.	Fee of the company authorized too audit financial statements	10
12.	Accounting principles (policy)	10
13.	Significant differences between PAS and IFRS - indication, explanation and qualifications	24
Balance sheet and off-balance sheet items	27
Revenue account - non-life insurance	30
General profit and loss account	31
Statement of changes in equity	32
Cash Flow Statement	34
Technical accounts - direct insuurance	36
Revenue accounts - inward reinsurance	55
Actuary's opinion	65
Supplementary information andd explanations	66
1.	Intangible assets	66
2.	Investments	69
3.	Receivables	117
4.	Other assets	122
5.	Accruals	125
6.	Changes in impairment losses	127
7.	Equity	129
8.	Technical provisions	132
9.	Expected subrogations, salvages and subsidies	136
10.	Other provisions	136
11.	Other liabilities and special funds	140
12.	Accruals	146
13.	Required solvency margin	146

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyjnna
Financial statements for the financial year endeed 31 December 2015
14.	Off-balance sheet items	149
15.	Premiums in non-life insurance	151
16.	Gross earned premiums	152
17.	Reinsurance settlements	153
18.	Gross claims and benefits paid	153
19.	Supplementary data to the revenue account - non-life insurance	155
20.	Information regarding claim handdling process	158
21.	Costs of insurance activities	158
22.	Other operating income	160
23.	Other operating expenses	160
24.	Interest revenue and expense	161
25.	Income tax	163
26.	Share in net profit (loss) of relateed parties measured using the equity method	165
27.	Notes to the cash flow statement	165
28.	Other information and explanations	165
29.	Disputes	167
30.	Employment	172
31.	Agreements on audit and review of financial statements	172
32.	Related party transactions	173

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

Introduction to the financial statement

1. Introduction

Basic information about the Commpany

Powszechny Zakład Ubezpieczeń Spółka Akcyjna (hereinafter referred to as "PZU", or "the Coompany") has its registered office in Warsaw at Al. Jana Pawła II 24.

PZU is entered into the Register of Entrrepreneurs of the National Court Register at the District Court for the capital city of Warsaw, 12th Business Division of the National Court Register, under KRS number 00000098831.

According to Polish Statistical Classificcation of Activity (PKD), the core business of the Company includes non-life insurance (PKD 65.12) and according to Statistical Classification of Economic Activities in the European Community (NACE), non-life insurance (EKD 6603).

PZU is the parent entity of the Capital Group of Powszechny Zakład Ubezpieczeń Spółka Akcyjna ("PZU Group") and prepares consolidated financial statemennts.

Period covered by the separate financial statements

The separate financial statements havee been prepared for the period of 12 months from 1 January to 31 December 2015.

Format of the separate financiall statements of PZU

The separate financial statements of PZU for year 2015 contain financial data presented in line with Attachment No. 3 to the Ordinance of the Ministry of Finance dated 18 October 2005 on the scope of informationn disclosed in separate and consolidated financial statements as reqquired in prospectuses of listed issuers with registered office on the territory of the Republic of Poland applying Polish accounting principles (Journal of Laws of 2014, Item 300, "Ordinance on financial statements presented in prospectus".)

Going concern

The separate financial statements havee been prepared based on the assumption that the Company will operate as a going concern in the foreseeable future, i.e. during the period of at least 12 months following the balance sheet date.

As at the date of signing the separate financial statements, there were no facts or circumsstances indicating a risk to PZU's ability to operate as a going conccern during the period of 12 months following the balaance sheet date due to the intended or forced discontinuation or maaterial limitation of its current activities.

Presentation unit

Unless stated otherwise, all financial datta presented in the separate financial statements are expressed in PLN thousand.

Discontinued operations

In 2015 and in 2014, PZU did not disconntinue any operations.

Seasonal or cyclical nature of opperations

The operations of PZU are neither seasoonal nor cyclical in their nature.

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

2. Selected financial data of PZU

	31 December	31 December	31 December	31 December
Items from balance sheet	2015 in PLN	2014 in PLN	2015 inn EUR	2014 in EUR
	thousand	thousand	thoussand	thousand
Assets	36,358,361	34,629,778	8,531,822	8,124,669
Share capital	86,352	86,352	20,263	20,259
Total equity	12,378,733	12,328,724	2,904,783	2,892,505
Basic and diluted weighted average number of	863,523,000	863,523,0001)	863,523,000	863,523,0001)
ordinary shares in issue
Book value per share (in PLN/EUR)	14.34	14.281)	3.37	3.351)

1. Comparable data have been adjusted taking intoo account the new number of shares existing after the split describeed in Note 7.1.1 of Supplementary information and explanations.

	Items from technical account - non-life		31 December		31 December		31 December		31 December
		2015 in PLN		2014 in PLN		2015 inn EUR		2014 in EUR
	insurance
		thousand		thousand		thoussand		thousand
	Gross written premiums	8,858,036	8,261,752	2,116,717	1,972,155
	Technical result on non-life insurance	636,334	564,429	152,058	134,734
	Net investment result 1)	2,023,981	2,568,038	483,651	613,014
	Net profit (loss)	2,248,522	2,636,733	537,307	629,412
	Basic and diluted weighted average number	of		863,523,000		863,523,0002)		86,352,300		863,523,0002)
	ordinary shares in issue
	Basic and diluted profit per one ordinary sharre	2.60	3.052)	0.62	0.732)
	(in PLN/EUR)

1. Including "Share in net profit (loss) of related parties measured using the equity method."
2. Comparable data have been adjusted taking intoo account the new number of shares existing after the split described in Note 7.1.1 of Supplementary information and explanations.

	1 January - 31	1 January - 31	1 January - 31	1 January - 31
Items from statements of cash flows	December 2015	December 2014	December 2015	December 2014
	in PLN thousand	in PLN thousand	in EUR thhousand	in EUR thousand
Net cash flows from operating activities	379,760	804,109	90,747	191,948
Net cash flows from investment activities	2,259,509	(1,210,503)	539,932	(288,958)
Net cash flows from financing activities	(2,627,138)	381,418	(627,781)	91,048
Total net cash flows	12,131	(24,976)	2,899	(5,962)

3. PLN/EUR exchange rates

The following exchange rates have beenn applied herein (also for presentation of selected finanncial data):

EUR/PLN	1 January - 31	1 January - 31	31 December	31 December
December 2015	December 2014	20115	2014
Average rate	4.1848	4.1892	4.2615	4.2623
Highest rate of the period	4.3580	4.3138	n/a	n/a
Lowest rate of the period	3.9822	4.0998	n/a	n/a

The rates are:

• average rates of the National Bank of Poland ruling as at the balance sheet date - forr the balance sheet items;
• rates determined as the arithmetic mean of the rates published by the National Bank of Poland, ruling as at the last day of each month of a givven period - for the profit and loss account and cash floow statement.

4. Changes in the accounting principles (policy) during thhe financial year

In 2015, no changes were introduced in the accounting principles (policy).

5. Changes in the method of preparation of the financial statements

In 2015, no changes were introduced to the method of preparation of the financial statementss.

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

6. Adjustment of errors

In the separate financial statements, no errors were adjusted.

7. Information on signnificant subsequent events not recoognized in the financial statemments

7.1 Purchase of the third instaallment of Alior Bank SA Shares

On 11 March 2016, acquisition of the third installment of Alior Bank SA ("Alior Bank") shares was settled. The acquisition and presentation in the balance sheeet as at 31 December 2015 have been further deescribed in Note 2.4.2 of Supplementary information and explanations.

The payment for 3,828,673 third tranchhe shares was PLN 341,709 thousand. As a result of the acquisition of the third tranche, PZU directly holds a total of 188,318,473 shares of Alior Bank, which constitute 25.19949% of Alior Bank's share capital and the total number of votes at the General Shareholders' Meeting of Alior Bank. Addiitionally, indirectly, through the investment funds it controls, PZU held 4.0284% of Alior Bank's share capital and the total number of votes at the General Shareholders' Meeting of Alior Bank.

7.2 Act on Insurance Activity

A new Act on Insurance and Reinsurancce Activities was published on 10 November 2015 (Journal of Laws, item 1844, of 2015). The act is to implement Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of insurancee and reinsurance ("Solvency II"). It comes into force on 1 January 2016. Under the new law, the calculation of the cappital requirement is to be based on market, actuarial (insurance), counterparty default, catastrophe and operational risk. Assets, liabilities, and, consequently, own funds, coonstituting coverage for the capital requirement will be measured at fair value. PZU made a calculation of the estimated caapital requirement and own funds according to the principles of Solvvency II on the basis of the data as of 30 September 2015 and discovered that its own funds significantly exceed the solveency capital requirement (information not audited).

7.3 Act on Tax on Certain Finaancial Institutions

An Act on Tax on Certain Financial Insttitutions was published on 15 January 2016 (Journal of Laws, item 68, of 2016) and is in effect from 1 February 2016. The act imposes taxation on the assets of tax payyers such as, for example, insurance companies. In the case of innsurance companies, the taxation applies to the surpplus of assets whose value exceeds the threshold of PLN 2,000,0000 thousand (this limit applies jointly to all taxpayers thhat are controlled or jointly controlled, directly or indirectly, by one entity or a group of affiliated entities).

The monthly tax rate is 0.0366% of the tax base.

PZU prepared an estimation of the impaact of the new tax on its financial results. The result off the estimation shows that the annual impact on financial result will amount to PLN 150-160 million (about PLN 140-150 million for the period between February and December 2016).

8. Significant prior years' events recognized in the financcial statements for the current financial year

By the date of the separate financial staatements, there were no significant prior years' events that should be included in the separate financial statements.

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

9. Significant current year's events significantly changing the structure of balance sheet items and the financial result

Dividend from Powszechny Zakłład Ubezpieczeń na Życie

On 29 June 2015, the General Sharehoolders' Meeting of PZU Życie passed a resolution regaarding the appropriation of profit for the financial year 2014 in the amount of PLN 1,931,333 thousand as follows:

• dividend payment: PLN 1,795,1174 thousand;
• allocation of PLN 131,159 thousand to the supplementary capital;
• allocation to the Social Benefitss Fund: PLN 5,000 thousand.

Given the payment made on 29 Januarry 2015 on the account of advance payments towards the dividend expected at the end of 2014 in the amount of PLN 730,000 thousand, the remaining part of the dividend payable in the year ended 31 December 2014 amounted to PLN 1,065,174 thousand. The dividend date for the remaaining part of the dividend payable was set for 14 August 2015, and the payment was made on 19 October 2015.

On 1 December 2015, the Managemennt Board of PZU Życie decided to pay advance payments towards the dividend expected at the end of the year 2015 in the amount of PLN 625,000 thousand. On the same date, the Supervisory Board of PZU Życie granted their consent for the payment. The dividend date was set for 30 December 2015 and the payment was made on 31 December 2015.

Dividends paid

The issue has been described in Note of Supplementary information and explanations.

Changes in significant estimatioons in financial statements

As of 1 January 2015, PZU extended thhe scope of costs subject to be deferred in time to innclude a portion of indirect acquisition costs related to conclusion and renewal of insurance policies, especially costs of opperations directly related to sales processes which cannot be classiified as direct acquisition costs, mainly costs of operrations related to: contract conclusion and underwriting processes in sales units (selected on the basis of work time polls), automatic and manual introduction of policies to production systems (sales register), and contact center operations in the scope of sale of policies.

The above change ensure a better propportionality of incomes and costs (written premium gennerated by such operations is deferred in time by unearned premiumm reserve) and has resulted in an increase in gross result in 2015 by PLN 112,031 thousand.

10. Managing and supeervisory bodies of PZU

10.1 Management Board of PZUU

Since 1 January 2015, the composition of the Management Board of PZU was as follows:

• Andrzej Klesyk - CEO of PZU;
• Przemysław Dąbrowski - Membber of the Management Board;
• Dariusz Krzewina - Member of the Management Board;
• Tomasz Tarkowski - Member of the Management Board;
• Ryszard Trepczyński - Member of the Management Board.

With the resolution of 16 March 2015,, the Supervisory Board of PZU appointed Andrzej Klesyk as a Member of the Management Board of PZU for the new term and entrusted him the function of the CEO of PZUU.

On 24 June 2015, on the request of thee CEO of PZU, the Supervisory Board of PZU appointeed the following persons as Members of the Management Board of PZU for the new term:

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

• Przemysław Dąbrowski;
• Rafał Grodzicki;
• Dariusz Krzewina;
• Tomasz Tarkowski.

The appointment was for a common term of office, which started on 1 July 2015. Thee term lasts for three full subsequent reporting periods. 2016 is thhe first full reporting period of this term.

Changes in the composition of the Maanagement Board mentioned below have not resulted in modifications of the common term of office.

On 1 September 2015, on the request of the CEO of PZU, the Supervisory Board of PZU appointed Witold Jaworski Member of the Management Board of PZZU SA.

On 8 December 2015, Andrzej Klesyk suubmitted a statement of resignation from the post of CEO of PZU coming into effect as of 9 December 2015. Also on 8 December 2015, Witold Jaworski submitted a statemeent of resignation from the post of Member of the Management Boaard of PZU coming into effect as of 9 December 2015.

On 8 December 2015, the Supervisoryy Board of PZU entrusted temporary performance off duties of CEO of PZU to Dariusz Krzewina coming into effect as of 10 December 2015 and lasting until the appointment of the next CEO of PZU.

On 19 January 2016, Tomasz Tarkowsski and Rafał Grodzicki submitted a statement of ressignation from the post of Member of the Management Board of PZZU coming into effect as of 19 January 2016.

On 19 January 2016, the Supervisory Board of the Company appointed the following persons Members of the Management Board of PZU: Michał Kruupiński, Roger Hodgkiss, Beata Kozłowska-Chyła, Robert Pietryszyna, and Paweł Surówka.

Composition of the Management Boardd of PZU from 19 January 2016 to the date of signning the separate financial statements:

• Michał Krupiński - CEO of PZU;;
• Przemysław Dąbrowski - Membber of the Management Board;
• Roger Hodgkiss - Member of thhe Management Board;
• Beata Kozłowska-Chyła - Membber of the Management Board;
• Dariusz Krzewina - Member of the Management Board;
• Robert Pietryszyn - Member of the Management Board;
• Paweł Surówka - Member of the Management Board (from 20 January 2016).

10.2 Supervisory Board of PZU

From 1 January 2015 to 30 June 2015, the composition of the Supervisory Board of PZU was as follows:

• Aleksandra Magaczewska - Chaairperson;
• Zbigniew Ćwiąkalski - Vice-Chairperson;
• Tomasz Zganiacz - Secretary of the Board;
• Zbigniew Derdziuk - Member;
• Dariusz Filar - Member;
• Dariusz Kacprzyk - Member;
• Jakub Karnowski - Member;
• Alojzy Nowak - Member;
• Maciej Piotrowski - Member.

On 30 June 2015, the General Shareholders' Meeting of PZU appointed the following peersons as Members of the Supervisory Board of PZU for the new teerm:

• Zbigniew Ćwiąkalski (from 8 July 2015 - Chairman);
• Paweł Kaczmarek (from 8 July 2015 - Vice-Chairman);
  Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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Powszechny Zakład Ubezpieczeń Spółka Akcyyjna

Financial statements for the financial year ended 31 December 2015

• Dariusz Filar (from 8 July 2015 - Secretary of the Board);
• Zbigniew Derdziuk - Member;
• Dariusz Kacprzyk - Member;
• Jakub Karnowski - Member;
• Aleksandra Magaczewska - Member;
• Alojzy Nowak - Member;
• Maciej Piotrowski - Member.

The appointment came into effect on 1 July 2015 for the common term of office lasting for thrree full subsequent reporting periods. 2016 is the first full reeporting period of this term.

Changes in the composition of the Supervisory Board mentioned below have not resulted in modifications of the common term of office.

On 7 January 2016, the Extraordinary General Shareholders' Meeting of PZU dismissed the following persons from the Supervisory Board of PZU: Zbigniew Ćwiąkalski, Zbigniew Derdziuk, Maciej Piotrowski, Dariusz Kacprzyk, Jakub Karnowski, Aleksandra Magaczewska, annd Dariusz Filar.

On the same day, the Extraordinary Genneral Shareholders' Meeting of PZU appointed the following people as Members of the Supervisory Board: Marcin Chludzińsski, Marcin Gargas, Eligiusz Krześniak, Jerzy Paluchniakk, Piotr Paszko, Radosław Potrzeszcz, and Maciej Zaborowski. The resolutions on dismissing and appointing the Memberss of the Supervisory Board came into effect on the day of their passsing.

Composition of the Supervisory Board of PZU between 7 January 2016 and the date of signinng of the separate financial statements:

• Paweł Kaczmarek (from 19 January 2016 - Chairman of the Board);
• Marcin Gargas (from 19 Januarry 2016 - Vice-Chairman of the Board);
• Maciej Zaborowski (from 19 January 2016 - Secretary of the Board);
• Marcin Chludziński - Member;
• Eligiusz Krześniak - Member;
• Jerzy Paluchniak - Member;
• Piotra Paszko - Member;;
• Radosław Potrzeszcz - Memberr;
• Alojzy Nowak - Member.

10.3 PZU Group Directors

Along with Management Board memberrs, key management personnel in PZU Group includess Group Directors, who are members of the Management Board of PZU Życie.

Group Directors as of 1 January 2015:

• Tobiasz Bury;
• Rafał Grodzicki;
• Przemysław Henschke;
• Sławomir Niemierka.

In relation to the appointment of Rafaał Grodzicki as Member of the Management Board off PZU, Rafał Grodzicki was dismissed from the function of Director of PZU Group on 30 June 2015 by the resolution of the Management Board of PZU dated 21 July 2015.

On 29 January 2016, Tobiasz Bury and Przemysław Henschke were dismissed from the post of Director of the Group, and Tomasz Karusewicz was appointedd. On 15 February 2016, also Roman Pałac was appointed as Director of the Group.

Composition of the Group Directors fromm 15 February 2016 to the date of signing the separate financial statements:

Warsaw, 14 March 2016

The attached supplementary information constitutes an integral part of the financial statements

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