Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Motion on the Report on Compensation for 2021

Warsaw, 01.06.2022

Supervisory Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna

Motion

to the Shareholder Meeting of PZU SA

in the matter of:

issuing an opinion on the PZU SA Supervisory Board's report on compensation for PZU SA Management Board and Supervisory Board members in 2021

Body of the motion:

The Supervisory Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna hereby moves to adopt a resolution to issue an opinion on the PZU SA Supervisory Board's report on compensation for PZU SA Management Board and Supervisory Board members in 2021, hereinafter referred to as the "Compensation Report".

Justification:

The Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies (as amended), hereinafter referred to as the "Act", in Article 90g imposes an obligation on the Supervisory Board to draw up an annual compensation report, providing a comprehensive overview of the compensation, including all benefits in whatever form, awarded or due during the most recent financial year to individual management board members and supervisory board members, in accordance with the compensation policy. Members of the company's supervisory board are responsible for preparing the compensation report and the information contained therein.

A Compensation Report contains in particular, for each management board and supervisory board member:

1. the total compensation split out by component as mentioned in Article 90d(3)(1), and the relative proportion of these components;
2. an explanation how the total compensation complies with the adopted compensation policy, including how it contributes to the long-term performance of the company;
3. information on how the performance criteria were applied;
4. information on the annual change of compensation, of the performance of the company, and of average compensation of employees of the company other than management board or supervisory board members, over at least the five most recent financial years, presented together in a manner which permits comparison;
5. an amount of compensation from undertakings belonging to the same group as defined in the Accounting Act of 29 September 1994;
6. the number of financial instruments granted or offered, and the main conditions for the exercise of rights under these instruments, including the exercise price and date and any change thereof;
7. information on the use of the possibility to reclaim variable compensation components;
8. information on any deviations from the procedure for the implementation of the compensation policy and on any derogations applied in accordance with Article 90f, including the explanation of the prerequisites and the procedure applied and the indication of the specific elements derogated from.

The PZU SA Supervisory Board adopted the Compensation Report by Resolution No. URN/.../2022 of ......

2022.

Pursuant to Article 90g sec. 10 of the Act, the Compensation Report has been assessed by a statutory auditor - CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k., with its registered office in Warsaw, to verify that the Report includes information required under Article 90g sec. 1-5 and sec. 8 of the Act.

In accordance with the guidelines for a statutory auditor's assurance service involving an assessment of the report on compensation of the management board and the supervisory board in public companies, introduced by the Polish Chamber of Statutory Auditors, the statutory auditor has obtained a statement signed by all the supervisory board members:

• confirming their responsibility for the compensation report, including the completeness of the information contained therein in relation to the requirements of the law and for the internal control system in this respect,
• declaring completeness of the information provided in the compensation report in relation to the

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requirements of the law,

• declaring that the auditor has been provided with all relevant information and explanations, data and documents requested by the auditor and necessary to perform the service.

Pursuant to Article 90g sec. 6 of the Act, the shareholder meeting adopts a resolution containing an opinion on the compensation report.

In view of the above, we hereby move as stated above.

Submitted on behalf of the PZU SA Supervisory Board:

/Paweł Mucha/

Attachments:

1. Resolution No. URN/52/ 2022 of the PZU SA Supervisory Board of 01.06.2022 to adopt the report on compensation for PZU SA Management Board and Supervisory Board members in 2021;
2. statutory auditor's report on the assessment of the Supervisory Board's Report on compensation for PZU SA Management Board and Supervisory Board members in 2021;
3. draft resolution of the PZU SA Shareholder Meeting in the matter of issuing an opinion on the Supervisory Board's Report on compensation for PZU SA Management Board and Supervisory Board members in 2021.

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Extract from minutes no. RN/9/2022 of 01.06.2022 of the PZU SA Supervisory Board meeting

RESOLUTION NO. URN/52/2022

ADOPTED BY THE SUPERVISORY BOARD OF POWSZECHNY ZAKŁAD UBEZPIECZEŃ SPÓŁKA AKCYJNA

on 1 June 2022

to adopt the report on compensation for PZU SA Management Board and Supervisory Board members in 2021

Pursuant to § 11 section 1 of the Articles of Association of Powszechny Zakład Ubezpieczeń Spółka Akcyjna, § 13 section 1 item 3 of the Rules and Regulations of the Supervisory Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna and Article 90g(1), (6) and (10) of the Act on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies of 29 July 2005, the following is hereby resolved:

1. • 1
2. The report on compensation for PZU SA Management Board and Supervisory Board members in 2021 is hereby adopted in the wording provided in Attachment 1 to this resolution.
3. The report referred to in section 1 will be assessed by a statutory auditor, CSWP Audyt Spółka z ograniczoną odpowiedzialnością Sp. k., with its registered office in Warsaw, to verify that it contains information required pursuant to Article 90g(1)-(5) and 8 of the Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies.
4. • 2

It is hereby resolved to submit a motion to the PZU SA Management Board on putting an item on the agenda of the next Shareholder Meeting of PZU SA to adopt a resolution to issue an opinion on the PZU SA Supervisory Board's report on compensation for PZU SA Management Board and Supervisory Board members in 2021 and a motion to the PZU SA Shareholder Meeting to adopt the resolution in the wording provided in Attachment 2 to this resolution.

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  This resolution comes into force at the time of its adoption.

The ballot was held in an open procedure.

Number of attendees: 11 Number of votes in favor: 11 Number of votes against: 0 Number of abstentions: 0

Chairman

of the PZU SA Supervisory Board

Paweł Mucha

Resolution to adopt the report on compensation for PZU SA Management Board and Supervisory Board members in 2021

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Attachment to Resolution adopted by the Shareholder Meeting on 29.06.2022

REPORT ON COMPENSATION FOR PZU SA MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS IN 2021

Table of contents
1.	Introduction..................................................................................................................................	2
1.1 Changes in the composition of the Management Board...............................................................	2
1.2 Changes in the composition of the Supervisory Board.................................................................	3
2.	Management Board......................................................................................................................	5
3.	Supervisory Board........................................................................................................................	9
4.	Compliance with the adopted compensation policy................................................................	11
5.	Criteria for results.......................................................................................................................	12

6. Changes of compensation of Management Board and Supervisory Board members, PZU

	results and average compensation of PZU employees other than Management Board or
	Supervisory Board members, over the five most recent financial years .................................	13
7.	Information on the number of awarded or offered financial instruments ..............................	16
8.	Information on the use of the possibility to reclaim variable compensation components ......	16

9. Information on departures from the procedure for implementing the compensation policy

and temporary exceptions to the application of the compensation policy ............................

16

10. Pecuniary or non-pecuniary benefits granted to relatives of Management Board and

Supervisory Board Members......................................................................................................

16

11. Information on taking into consideration a resolution adopted by the Shareholder Meeting

to issue an opinion on the previous report on compensation of Management Board and
Supervisory Board Members......................................................................................................	16

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1. Introduction

The report presents a review of compensation, including any benefits, regardless of their form, received by each Management Board and Supervisory Board member of Powszechny Zakład Ubezpieczeń Spółka Akcyjna (hereinafter referred to as "PZU SA" or the "Company").

The duty to prepare the report follows from Article 90g of the Act on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies of 29 July 20051 (hereinafter referred to as the "Act"), pursuant to which a company's supervisory board is obligated to prepare every year a report on compensation of management board and supervisory board members.

The document takes into consideration the "Compensation Policy for the PZU SA Management Board and Supervisory Board Members" (hereinafter referred to as the "Compensation Policy"), adopted on 26 May 2020 with resolution no. 36/2020 by the Company's Ordinary Shareholder Meeting; the Compensation Policy defines in particular:

1. a description of fixed and variable compensation components that may be granted to the Management Board Members and Supervisory Board Members and their mutual proportions;
2. the period for which contracts are executed with Management Board Members and specification of the periods and terms and conditions for terminating them;
3. a description of measures taken to avoid conflicts of interest connected with the compensation policy or management of such conflicts of interest.

In 2021, the changes in the composition of the PZU SA Management Board and Supervisory Board took place as described in items 1.1 and 1.2.

1.1 Changes in the composition of the Management Board

The current term of office of the PZU SA Management Board spans three full consecutive financial years from 2020 to 2022. The mandates of Management Board Members will expire not later than on the date of the Shareholder Meeting approving the financial statements for the last full financial year of their term.

As at 1 January 2021, the composition of the Management Board was as follows:

1. Beata Kozłowska-Chyła - President of the Management Board;
2. Ernest Bejda - Management Board Member;
3. Marcin Eckert - Management Board Member;
4. Małgorzata Kot - Management Board Member;
5. Tomasz Kulik - Management Board Member;
6. Maciej Rapkiewicz - Management Board Member;
7. Małgorzata Sadurska - Management Board Member;
8. Krzysztof Szypuła - Management Board Member.

1 consolidated text: Journal of Laws of 2021, items 1983, 2140

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