Powszechny Zaklad Ubezpieczen SA (PZU) Earnings Call Transcript & Summary

Ladies and gentlemen, let us begin. It is my pleasure to welcome you here. My name is Marcin Kubicza, and I'm the Head of the Supervisory Board of PZU SA. I would like to welcome the company's shareholders. I also would like to welcome our CEO, Bogdan Benczak. I also would like to welcome the directors of our company. As per the agenda, I hereby open the Extraordinary Shareholders' Meeting, which was called on the 23rd of December 2025 at noon at the seat of the company. Now I would like to ask the person who represents the voting system to give us instructions.

Good morning, ladies and gentlemen. When we start voting, you will have 3 options to choose from. Then the next screen is going to be displayed followed by documents submitted by the company. Thank you.

Thank you. Ladies and gentlemen, let us move to the second item on our agenda, namely the appointment of the Chairperson of the Extraordinary Shareholders' Meeting. Can you please submit your candidates?

Dominique Kalipska, I would like to suggest Mr. Leszek Koziorowski to be the Chairperson of the Extraordinary Shareholder meeting. Do you agree?

Yes, I do.

Does anyone else would like to present himself or herself? If not, then I would like to inform you that the draft resolution on the election of the Chairperson of the Extraordinary Shareholders' Meeting has been adopted, added to the materials and published on our website. Now I will read the resolution, the resolution of the Extraordinary Shareholders' Meeting of PZU SA dated 23rd of December 2025 on electing the chairperson of the Extraordinary Shareholder Meeting. Pursuant to Article 409 Item 1 of the Commercial Companies Code and Item 17.2 of the Articles of Association of PZU, the PZU Extraordinary Shareholders' Meeting hereby results as followed: Item 1, the Extraordinary Shareholder Meeting of PZU S.A. results to elect Mr. Leszek Koziorowski as the Chairperson of the PZU Extraordinary Shareholder Meeting. The resolution comes into force when adopted. We will have a vote on personal matters. Later, it will be done by a secret ballot. And now I would like to ask you to vote on this item. [Voting]

Have everyone cast their votes? Has everyone cast their votes? So I close the vote. Can we see the results? Ladies and gentlemen, in secret ballot, 575,470,988 valid votes were cast. Over 66% of the share capital was represented. In favor, 575,469,845; against, 69; abstentions, 1,074. The resolution has been adopted. Thank you, and I will hand over chairing the meeting to the newly elected Chairperson.

Ladies and gentlemen, good afternoon. Thank you for appointing me. I will just take a moment to prepare myself, and we'll continue our meeting. And can I get the attendance list and which shareholders are represented? Thank you so much, says the Chairperson. Thank you for your patience, ladies and gentlemen. We are at Item 3 of our agenda, namely we're now confirming that the Extraordinary Shareholders' Meeting was called correctly and is capable of passing resolutions. It is my task now to sign and check the attendance list, and I'm doing this right now. I also have a few pieces of information to share. There are actually official announcements for the minutes that will be kept by notary Robert that I would like to welcome here today. 863 million -- excuse me, 575 million -- over 575 million shares are represented today, which account for over 66% of the share capital of the company. You can take a look at the attendance list during this meeting. You can also receive a copy of the attendance list when the meeting is over. This is your right as shareholders. This is the first announcement that I had to make. The second announcement is the announcement on convening the extraordinary shareholder meeting. Our company is a public company, so we have a legal duty to publish information 26 days prior to the convening of the Extraordinary Shareholders' Meeting that this meeting is going to take place. We are supposed to publish this information in 2 places. One of them is a report #41 2025. It was published on the 26th of November 2025. We have also published -- we also published this information on our website. On the request of one of the shareholders, our agenda was extended. And to inform about it, we published a report #42/2025 on the 2nd of December 2025. Both reports are available to you, and both reports include information about convening the extraordinary shareholder meeting as well as draft resolutions. One technical remark. I will not read out draft resolutions. You have them in your materials. Unless one of the shareholders will put forward an amendment during the meeting, then we will read out the amended resolution. Now I can officially state that the shareholders' assembly has been convened correctly and is capable to adopt resolutions as set forth in the agenda. Ladies and gentlemen, this brings us to the end of Item 3 of the agenda, and we can move to Item 4, which is adopting the agenda. Does anyone would like to take the floor to suggest anything? If not, then in line with the report #41/2025, we have published a resolution that states the agenda, and it is -- was supplemented by the report 42/2025. We added item 5 with this report, and this is a resolution on claims for damages caused in the performance of management. Therefore, I would like to ask you to vote on the resolution on the adoption of the agenda of the Extraordinary Shareholders' Meeting. The agenda consists of 9 items. You can see it on the screen. You have been instructed on how to cast your votes. Is the system ready? It is ready. So we'll proceed to vote and the vote is public unless stated otherwise. So it's not a secret ballot. [Voting]

Did everyone vote? Thank you. I close the vote. Can you please display the result of the vote on the screen? Thank you. Vote #2 on the resolution to adopt the agenda of the shareholders' meeting, 575,469,845 votes were cast in favor, against 74; abstentions, 1,069. The Extraordinary Shareholders' Meeting has accepted the agenda that was published by the company's Management Board. We can move to Item 5. [The speaker is not using the microphone, so we did not hear the comment. The interpreters cannot hear the comment in the room.]

The speaker says I voted against this resolution, and please put it in the minutes.

You mean the resolution concerning the adoption of the agenda?

Yes, this is correct. Thank you. Please put it down in the minutes.

This was the representative of Beata Kozlowska-Chyla. We're moving to item 5, namely adopting the resolution regarding claims for damages caused in the performance of management. A resolution accompanying report #42 has been published with regard to this item. Does anyone would like to take the floor? I'm giving the floor to the representative of the State Treasury.

Given the letter dated 22nd of December, I would like to amend the resolution on claims for damages causing the performance of management. And I'm handing in the draft resolution to the Chairperson, and I kindly ask to proceed with it.

Thank you.

Ladies and gentlemen, the shareholder who suggested to put this item into the agenda submitted a new wording of the resolution. I will read out the resolution in its new wording. And can you please make a copy for the shareholders, so the Chairperson. The resolution reads as follows: the resolution regarding claims for damages caused in the performance of management. Pursuant to Article 393, Item 2 of the Commercial Companies Code and Article 8.3 of the Articles of Association of PZU, the General Shareholders Meeting hereby resolves as follows: The Extraordinary Shareholders' meeting of PZU S.A. resolves that PZU shall pursue claims for compensation for damages caused in the performance of management and authorizes the Management Board of PZU S.A. to press claims against Beata Kozlowska-Chyla, a former member of the Management Board for compensation for damages caused in the performance of management, while she was the member of the Board. Item 2, the claims that the PZU Management Board can press regard lack of due diligence when hiring advisers to the CEO when the CEO was -- had his -- was performing his mandate. Item 3, the company can claim the damages increased by the statutory interest. And the company may file a case in the common court. It can also ask for a settlement or initiate criminal proceedings. The Management Board can enter into a settlement to agree for instance, for payments in installments and to secure means to perform such contract. The resolution comes into force when adopted and the reasons. Compensation for damages caused in the performance of management, the decision of the shareholder meeting is to repair the damage caused by the company in the performance of management, but the former PZU SA Management Board member named in the resolution, which is in the implementation of the requirements set forth in Article 392.1 of the Commercial Company. The general meeting of this resolution will allow the Management Board to pursue claims for damages arising the performance of management that we have been designated a former member of the PZU as a Management Board. The results of the internal investigations carried out and the subsequent actions taken by the PZU SA, the information of which is in the public domain involving the filing of the notices of the possibility of committing a crime justified the filing of a lawsuit for damages against the Articles of -- in connection with the violation of the company's interest in the employment and supervision of the advisers to the President of the Management Board of PZU SA. She has been resolved from liability as the member of the Board in years 2023 and '24, which opens the road for bringing claims to restore donors by the company, not the full body of the wording of the reasons for our actions. And the resolution -- and I will hand over the floor to you shortly. The third resolution will be, as I've been informed, will be displayed in the screen shortly. So now, you'll be able to have a look at that yourselves. But in the meantime, I can see there are some questions. So I would like to give the floor to our participants. You wanted to take the floor. [It is being said over the mic. That's why interpreters can't hear.] We shall bring the resolution to display shortly as well as the reasons. Are there any other people wanted to ask -- to speak? I would like to present, just taken by Ms. Beata Kozlowska-Chyla as an appeal as added by a shareholder.

Ladies and gentlemen, I would like to ask you not to pass the resolution in question. PZU SA puts its secret information on that case, which leads to the conclusion that this motion is without justification. PZU SA acting for its bodies conceals from the shareholders, the agreement, which preclude my liability to any losses in April 2024 after I had been dismissed as the member of the Board. The settlements were concluded. And the agreement in question, it was confirmed that all the claims vis-a-vis the company were exhausted. Consequently, the company confirms the correctness of the employment of advisers, the work and the fact that there are no claims in this respect. In the agreement question, the company committed itself to pay for the sake of advisers to the President claims. Let us stress that the company conducted auditing actions within the scoping question. That is why the company entered into agreement with the advisers to the President, knowing the conclusions of the contracts, for the payment of claims by the company to the advisers. Well, in that case, this striving for claims by the company in connection with the work of the advisers is devoid of any justification. A potential resolution of the Extraordinary Shareholder Meeting goes beyond the scope of the meeting. They do damage to the company and they do damage likewise to myself. The company has talked to me in an unprecedented manner. It did not present truthful information. It put a motion to the prosecutor's office about a crime that had not been committed. It all happened in a time when the agreement was already in place for 1 year and 8 months concerning the work performed by the advisers to the presidents. The circumstances of victoring by the company, such circumstances are against the law in all the possible aspects. PZU SA acting for its bodies withholding information from the shareholders does not say true about the proceedings. The Supervisory Board on December 13 in a letter that was signed at the Ministry of State Assets claimed part after the conclusion of the explanatory proceedings does not state any incorrect demeanor in the working question. The conclusions as formulated were run by the former member of the Supervisory Board and now the Chair of the Supervisory Board of PZU SA, Marcin Kubicza, Employee of the Ministry of State Assets was committed to do -- to proceed with -- in a duly manner. As the Ministry submitted a letter in the course of explanatory proceedings, the duly nature of his duties cannot be put in question as he was dismissed from a liability by the Board. It is, therefore, necessary to state that the current member of the Supervisory Board, taking part in the explanatory proceedings and by formulating the conclusions as mentioned, having also held repertoire of rights, had whole picture telling of performing the duties of the President duly. This was later confirmed by the agreement with the advisers to the President in April 2024. And Marcin Kubicza was a person who testified to the continuity of actions. PZU SA withholds information from the shareholders when it comes to shaping the standards of employment and performing of duties by advisers to the President, their competencies, the competencies in the employment shaping the conditions for work and the conditions for settling work and the way work is performed. In the media, we can hear doubt. The group was supposed to defend director, trying to undermine the previous Board, including myself. Such actions of the PZU are unlawful as an attempt to put against me the liability in a very selective process. And the key is far from substantive. It is necessary to be stressed that the work contracts were signed by the specialized bodies of the companies -- of the company. And there were also units of the company that supervised the whole process that resulted from the work contracts where it does and token agreements with employees are signed to terminate work contracts. The contracts were shaped by the Director of HR department. His duty was to ensure all necessary in accordance with the legislation. Standards for compensations, et cetera, were shaped in line with the standards mandatory in PZU SA that had long predated myself becoming a member of the Board. As regards the advisers to the President, it was confirmation for the President that the HR department does not state any shortcomings when it comes to the performance of duties and advice to the President in light of the standards which are mandatory the company, so vis-a-vis the way works were performed, for instance, in the context of the time of work. It is needed to be accentuated. The conclusions in questions were identical to the conclusions by the Supervisory Board of the company vis-a-vis one of the adviser to the President in August 2024 and also under participation of the member of the Supervisory Board of PZU, Marcin Kubicza. It was later confirmed in the agreement by the new authorities of PZU in April 2024 [indiscernible] and the duty character of actions taken by Ms. Elzanowska are not being put in question by the current holders of the company because Ms. Elzanowska stayed and remained employed as the HR representative. And the same holds true for the actions taken by Marcin Kubicza, who per annum receives his charge of liability by the authorities of the company. It must be said that somebody put somebody. There was a mistake taken by the Director of HR, but also the current Chair of the Supervisory Board of the company. The professionalism of these people make this conclusion very far-fetched. HR Director is still currently -- is currently in office. The company many times stated correctness of the conditions of employment of the advisers of -- to the President. The company does not reveal necessary information, which makes an image -- a false image of an excessive number of the advisers. In my time in office, only one adviser was employed. Afterwards, one adviser was employed in April 2024, another adviser was employed as of July 2021 and the third adviser was employed in November 2023. Given the size of the company, assets more than PLN 500 billion. This was a rather narrow group of advisers to the President. Let me stress, after I came in office, I reorganized the department of advisers, which included 5 people. The aim was for the advisers to terminate the contracts with the PZU SA. The reorganization meant savings on the part of the company. The company assumed a false thesis that the work of advisers was fake. Furthermore, it disseminated untruthful information in that respect. It is quintessential to say that the company has never resulted to either myself or the advisers when it comes to the characteristic of their duties. And given this characteristic, my explanation, myself being a beneficiary of the work of the President and the testimonies of the advisers should be of key importance in the controlling process, in the auditing process. This has never happened. The auditing question is duly coming in force only to confirm that the results had been put forward beforehand. The claims about the lack of duly character of the employment of the advisers is far from true. Those people had all the competencies regarding the necessary items, which -- the team was composed of people that had all the necessary skills and in line with the market standards. Two advisers were professors. Advisers were running their duties in full commitment to the managers of the company. They support me with their knowledge, skills, and they contributed to a very good manner of the management of the company, ensuring sound financial results. I'd like to remind you that the profit of the PZU group amounted to over PLN 5 billion, and this was a historical result. Just to compare in the year -- in the previous year, the profit amounted to PLN 3.3 billion. In the year 2023, therefore, we have exceeded our KPIs. Market capitalization has increased by PLN 10 billion from PLN 30 billion in March to PLN 40 billion at the end of the year 2023 when I was in office. And we have achieved this despite a difficult market situation, despite the COVID-19 pandemic and despite the war in Ukraine. At the end of 2023, the PZU Group not only did manage to achieve its KPIs, but actually to exceed them. As a result, the PZU Group's market value has greatly increased. So taking into account those outstanding results and the outstanding results of a daughter company, it is completely groundless to accuse me of mismanagement. The advisers duly performed their work. They were constantly monitoring the economic and social factors that affected the functioning of the company. They would talk to external experts. They will also talk to representatives to the company bodies, which can be confirmed by numerous witnesses, witnesses who are among the employees of the company, members of the company's authorities and external partners. That is a large group, and the way it is managed is in accordance with best practices. They were presented and disclosed to the representatives of state authorities and not only. I confirmed back then, and I still uphold the position that the advisers duly carried out their duties and the important evidence that confirm that they did carry out their work well are being dismissed as irrelevant. The company has no claims currently with regards to the advisers. And at the same time, it claims that a former member of the Management Board has exposed the company to losses by hiring the very same advisers. Advisers must assist the CEO. And they -- so I would like to remind you that they were doing it in one of the largest insurance groups in our part of Europe. The advisers were providing information to the CEO on urgent matters that had to be settled by the CEO. When the company accuses the advisers of being fictitiously employed this regard, as numerous evidence. I have taken on my role at PZU on the 13th of March 2020. So this was very soon after the COVID pandemic started. The official health crisis was announced in Poland. And from the 16th of May 2022, the epidemic emergency was introduced all over Poland, which was removed only many months later. During that period, that is during the pandemic when the state of emergency was declared and during 3 months after they were revoked, the legal regulations that allowed people to work remotely were in place, and they also applied at PZU. During the pandemic, the PZU employees would do remote work, just like employees of other companies around the world. They were doing so to protect their health and the health and lives of their families. The CEOs, advisers and other employees at PZU SA at that time had to be adapted to the lockdown and to other limitations connected with the pandemic. And these circumstances are completely ignored by the State Treasury, by the company and by the journalists. The advisers to the CEO had to work remotely, has to work online, although this was not the only way in which they were carrying out their duties. Therefore, it's a complete misunderstanding to use the register, electronic register of coming -- of entering and exiting the building as any measure that shows how much work the advisers actually carried out. And I would like to mention that still a large part of the PZU employees work in a hybrid format. Therefore, any resolution that might encumber me with liability with regards to the PZU is unfunded if the ground for it is supposed to be the hiring of the advisers. The state treasury is abusing the right as a majority shareholder. This resolution has -- is unfounded, not substantiated. It affects my reputation. It affects the shareholders, and it also goes against best practices in listed companies because what the company is attempting to do is to hold a former Management Board member accountable for offense that was not committed and that did not result in any damages. Therefore, I believe that the company is acting against the law. And on top of that, it is withholding information on important documents and pieces of evidence signed Beata Kozlowska-Chyla date today. Thank you. I would like to give you a copy of the statement, and please add the statement to the minutes. Ladies and gentlemen, does anyone would like to take the floor?

I saw 2 hands raised.

Good morning. My name is [indiscernible] . I'm a shareholder. Ladies and gentlemen, we have listened to a rather lengthy statement by the previous member of the Management Board. And if I understood her intention correctly, she was trying to address the position, the claim made by the State Treasury. We have also read the amended resolution amended by the representative of the State Treasury that also has new reasons. If I understand the State Treasury correctly, they base their position on some of the public information that is not clearly defined and on some audit outcomes, also not clearly defined. I do not want to adopt this resolution on the basis that is put forward by the Minister of State Treasury because I think that this ground might not be sufficient. Maybe the minister has some -- has access to other knowledge than the shareholders like the aforementioned unspecified audit results. So my question to the Management Board is, is the minister -- did the Minister of State Treasury as opposed to other shareholders have access to some additional information? And if so, what kind of information it was? As I said at the beginning, we have listened to the position of Beata Kozlowska-Chyla. We have read the position of the Ministry because he -- because it was presented in the resolution. And I, as a shareholder, I feel that I need more information from the company itself to cast my vote on this resolution. So I would like the Management Board to explain to us in what way Beata Kozlowska-Chyla caused damage to the company. What is the estimated amount of that damage? And what does it exactly consist of? The second question is when did the company discover that it incurred a damage? Was the damage reported so that the Management Board can use its insurance policy to pay damages in this situation because there is a clear policy on how to handle those procedures that are deadlines. So I would like to ask the company if they respected the deadline. My fourth question is as follows: If the whole case revolves around the CEO's advisers, so the CEO benefited from the work of the advisers, did actually the company ask the former CEO, that is Beata Kozlowska-Chyla, for specific information on what kind of work did those advisers carry out under the employment contract? Because if the company did not ask her, then tell me why. Question number five, Beata Kozlowska-Chyla says that when she was revoked, the company signed agreements with the advisers, paid them compensations, and renounced all claims. Is this true? Question number six. Can you tell us what tasks were assigned to the advisers of the CEO after Beata Kozlowska-Chyla was revoked from the position of the CEO in the period from this moment until the termination of the employment contract so that the new Management Board of the company can perform the employment contracts that were entered into. Is it true that Anita Elzanowska, who is the member of the Supervisory Board did contact with one of the advisers and the advisers asked her to assign him some tasks. She did not assign him any tasks. Question number 7, if the new company authorities, that is the company authorities headed by Mr. Ole. So if the new company authorities fail to perform their part of the employment contract, namely they did not assign any tasks to the advisers, is it possible that the company makes, press those claims to the previous CEO for damages that were caused in that way? Next question. Did you report the agreements to the court to check if they are valid? Question #9, did the company turn to the public insurance institutions with a request to return payments to the social -- to the national social insurance for the reimbursement of the installments for the public insurance. Next question. Does the company intend to claim damage for compensation paid to the advisers to the CEO before Beata Kozlowska-Chyla was appointed and after she was revoked? Next question. Does the company intend to request that Beata Kozlowska-Chyla returns the benefits paid to the advisers and will take into account new contracts? Does the company want to claim damages for unduly paid premiums to the national insurance institution and to the tax office? Question #14. Question 14, is it true that the company obtained expert legal opinion by Piotr Capital's professor in which there are conclusions that maintain. In the case of employee advisers, no crime has been committed. Question 15, is it true the company has obtained opinions of authorities and of authority persons in the area of management? What it means to carry out advisory duties? Can the Management Board provide us with the statement on that? 16, this is what Beata Kozlowska-Chyla referred to in her letter read out by her representative a minute ago. Is it true? In 2023, the company, upon the request by the Minister of State Assets and after having received a letter by a shareholder, has carried out audit action on employment of [indiscernible] as an adviser. What are the conclusions on the set auditing procedure? Has the Minister of State Assets received the response on that? Is it true that no irregularities were identified in that course? Was it true not? This was also the subject of the meetings of the Supervisory Board members, including the current chair. Is it true that the Supervisory Board was determined to the Ministry of State Assets, in light of which no irregularities were identified? And the Management Board present shareholders the fine conclusions from the course of these auditing procedures as well as the response that was handed to the Ministry of the State Assets because as a shareholder, I must -- I mean quite frankly, I feel a bit sidelined being a minor shareholder, especially vis-a-vis the major shareholder, but I would like to get the same access, pathway to knowledge, especially given the fact that the ministry had obtained the information. And under President Ole, this information would have been provided to regular shareholders, but I'm not capable of finding any information in this respect.

There is a number of questions I have answered, and that is why I would like to put them in writing to the President and the Chair of the Extraordinary Shareholder Meeting so that you can manage this item properly. In the meantime, there were other hands raised. Chair, please put it for the record. There were also other hands raised. Before giving the floor back to the Management Board, I would like to open the floor to other shareholders. There were 2 hands raised. You've got the floor. Go ahead.

I'm a shareholder. I have a slightly shorter question, and they come at a number of 2. Please give me information as drafting the resolution...

Can you give us your name?

[indiscernible] private investor. Can you provide information if during the process of drafting resolution was analyzed also the roles and responsibilities of key advisers outside of the Board, especially our Financial Director and Compliance Director when it comes to acceptance of transactions and ensuring legality of actions taken by the company? And yes, have those people been potentially considered as subject to claims? Second question with regard to bringing claims. Can you give me the information? Has the analysis in question taken into account the tragic losses? This pertains to the term in office of the previous Management Board or maybe there was the continuity from the previous Board. This is the Article 29 Item 6. Information is withhold on damage. And point 13 is not taken into consideration, especially vis-a-vis the Polish Financial Supervision Authority.

Are you speaking of the liability of the members of the Board or the employees of the company?

The first point refers to the duties of the employees of the company. This is not the subject of today's meeting.

Liability in this agenda point of the resolution. The resolution question is adopted in line with Article 393 Item 2, Commercial Companies Code, and we are not entitled to bring to accountability on the employees of the company, which is the subject of this meeting. We are not authorized at the Extraordinary Shareholder Meeting to settle the lower layers of the company structure. Thank you. There was another question apparently. Go ahead.

[indiscernible] Shareholder. Before asking my proper question in the first place, I would like to put it against a certain background, the personnel of the Board of PZU SA managing the bodies underneath during the voting in June 2023 on the resolution providing the net capital to the backup capital. The representatives of one of the member companies of PZU Group voted in favor. When it comes to paying the dividend in PZU SA voted with the abstention. I never received an information on how the representatives of PZU voted. They conducted the fund in the amount of PLN 5 billion, PLN 5.6 billion towards the end of December. The agreement concluded in 2023, where we read there are provisions about the company will not recommend no dividend at all or sharing the profit unless 12 months prior to that, the company does not pay from fees fund. Have the advisers provided their consultancy during that meeting in June -- on June 30, 2023? On December 16, the motion was put forward by the Supreme Chamber of Control for OPD managing the open pension funds in line with the ruling of the administrative court that stated there are not only public duties, but also the duties when it comes to managing the public treasury.

We are here at a general shareholder meeting, not the funds or other entities within the group. That is why we're here to settle and reflect upon the resolution on claims for damages caused in the performance of management of PZU SA, not TFE or TTE. And I can't really recall the proper names that you're resorting to. So this lies perfectly beyond the scope of power of this company, irrespective of whether we speak of other companies belong to the group. Well, this lies beyond the scope of this very Extraordinary Shareholder Meeting. Are there any other outstanding issues from the room? Prior to taking on our replies, I would like to exhaust the questions in the first place. So I will give the floor back to the Management Board so that I can relate to the questions that were answered. But let me provide you with a reminder. The character of the resolution that we are going to adopt is a formal character because we are not as a meeting, a body or an entity of the system of justice. We are not here, an entity by the Department of the System of Justice and justice is the subject of common courts. President are going to answer the questions yourself maybe will delegate and right to answer to others. It is a break for 15 minutes so we can have some technical preparations prior to answering the questions. These questions are very comprehensive and in light or of will provide the Management Board with appropriate time for preparation. Break up until a quarter past 1:00 p.m. [Break]

Ladies and gentlemen, please return to your seats. All the shareholders and shareholders representatives complete here in the room? Have you already come back? It's 18 past 1 p.m. It is due time to reconvene our meeting after the break. We are all ready. I hereby reconvene. And now I would like to hand over to the Management Board and people who are authorized to keep you replies -- to give you replies to the questions asked.

Chair, ladies and gentlemen, thank you very much. Since the moment I was appointed, that is September 25, 2025, all the actions that led to settle the irregularities in the PZU Group in years 2016, 2024 are being followed up within the scope of notifying about the possibility of committing crime or bring claims by PZU SA and the framework of civil proceedings. Acting with due diligence, the Board has turned to external financial advisers to get their objective opinions prior to notification about a possible crime being committed. The aim is to explain all irregularities in the appropriate manner and for all that matters to be handed to relevant organs so that the PZU Group can now focus on business. With regard to the position by the member of the Board, Beata Kozlowska-Chyla. First of all, the audit that was carried out in 2023 pertained not to the quality of work carried out. The audit concentrated on the possible conflict of interest, and this was the subject of analysis of the Supervisory Board in that period. Now when it comes to the settlements of the advisers, let me draw your attention to the fact that the potential regularities concerning the employment contract performance, this was disclosed or this item appeared after the agreements. The agreements were basically the form of termination of employment contract vis-a-vis which doubts arose on the later stage. Now I would like to give the floor to Mr. Gudoski to comment on the matter of advisers. And can we also hear from you some justification why the Management Board has requested for today to adopt the resolution and to amend the agenda and relevant motion was handed to the Ministry of State Assets and why we wanted to act in full due diligence.

Thank you. Mr. Chairman, ladies and gentlemen, I'll try to brief. We have gathered here to discuss the resolution that would result in taking legal steps against the former CEO. This is a claim for damages that is based on the provisions of the Commercial Companies Code. The subject matter of this and the role of this shareholders' meeting is not to assess the grounds for such a claim. Our role is to take a decision on whether the Management Board should pursue this claim or if it should abandon it until it is barred by statute of limitations. The agreements that were concluded with the advisers on claims arising under the employment contract are significant in proceedings on damages, and they are examined in the course of the proceedings. However, this proceeding is not supposed to be based on claims under the employment relationship, but it is supposed to be based on the company -- commercial companies code. This code provides for accountability of members of the Management Board for damage caused to the company. It is possible to enter into an agreement with a member of the Management Board to release that member from their accountability. This is provided for in the Commercial Companies Code, but no such agreement has been entered into. Therefore, the Management Board that is faced with one of the most difficult claims, namely a claim for damage caused to the company by one of the former members of the Management Board. What makes it even more complicated is that this damage is connected with employment contract. And employment contracts are instruments, legal instruments that are very strongly protected, and they protect the interest of the employee. Now the claim is that those employment contracts were fictitious and that the advisers did not actually carry out their work. As we gradually came to understand that the company did not benefit from the work of some of the advisers decided to secure for itself a possibility to come up with claims against the former company's authorities because the former company's authorities were supposed to protect the interest of the company. The shareholders' meeting is going to decide if we will open the proceedings. This is still not decided yet. And then we'll proceed to claiming any damages. Then -- only then if we start the proceedings, we will talk to the insurer of the member of the Management Board. And only then we will examine the employment contracts. And the employment contracts might be one of the grounds for making a claim for damages before court -- the court. If the shareholders' meeting decides that we should just allow this matter to be part by statute of limitations, then this resolution will not be adopted. However, I believe that the Management Board acting in line with due diligence should take measures, especially if the Management Board believes that there are grounds to believe that the company suffered losses due to neglect or actions taken by the member of the Management Board. And this is actually the matter that we are discussing during this meeting. Thank you.

We will -- I would like to tell you that if we did not answer all the 16 questions that were asked, here, we will provide you with an answer in writing under the Article 428 of the Commercial Companies Code. Are there any further questions? I guess that you have already asked your questions. So do you have any statement to make?

Well, I must admit that I am regrettably not satisfied by your answer because you did not address the questions that I asked. You gave us a very general response. I'm aware that the CEO was not around when all those occurrences took place. So maybe he still needs the moment to familiarize himself with the matter and answer my questions. However, as a lawyer and as a shareholder, I would like to receive specific answers to my questions. And on the basis of your answers, I will carry out my own legal analysis. A lecture on the theory of commercial company law is not something I need because I already know my legal regulations. So my question is, is it possible that all shareholders will hear the answers to the questions that I have asked?

Let me remind you that the CEO said that under the Article 428 Item 5, if I remember correctly, you will receive the answers to your questions in writing. The Commercial Companies Code grants the right to answer the questions in writing to company authorities. You have said yourself that your questions were very specific, very detailed. And the Management Board does not have enough knowledge to give you comprehensive answers during this meeting. Does the CEO agree? Yes. So that settles it for me.

You have 2 weeks to provide me with a written answer. And actually, the content of the answers is very important in the context of the votes. I would like to ask for adjournment of the meeting for 30 days so that the Management Board has enough time to answer those questions. And we'll continue the debate and the possible vote next time we meet. At that point, all the shareholders will have access to the information that the Ministry of State Assets has, and we do not.

So if I understood correctly, you have just made a formal request under the Article 408 Item 2 of the Commercial Companies Code to adjourn the meeting. So can you please give us a specific date? Today, it's 23rd of December. So I request that we adjourn this meeting until the 22nd of January at noon. So you want us to reconvene on the 22nd of January at noon in the same place, right? So 22nd of January noon the seed of the company. I do not know the exact address. So is it your formal request?

I confirm a formal motion has been filed pursuant to Article 408, Item 2. So that we adjourn the meeting up until January 22 noon. And now I will subject it to voting before other items are processed. Professor, can you comment on the outcome of adjournment of that meeting. Let me draw your attention to one sole fact, period of statute of limitation with regard to the authorities of the company. Well, this instrument is constructed in a way that we've got 2 periods to deadlines 3 years since somebody has learned about the damage and 5 years, the other period mentioned. With respect to companies, it is rather nebulous. What's the precise moment when you learn about the fact that the damage has been caused to the company still for the statute of limitation, it ends with a closure of a year. So the adjournment of the meeting until January 22. Well, what does it mean? It means there might be a potential statute of limitation for some of the claims that are due in that resolution. Additionally, some items, which are subject matters of many of the questions. Well, they boil down to one mechanism. Have the consequences been taken into consideration? Have the instruments be put in place that would be related to some invalidity of the employment contract in the layer of social insurance, tax office, employment relations, right? So we were trying to relate to the subject matter of your questions on block. That is we concentrate the claims. We base them on the Commercial Companies Code. The matter of a potential invalidity of employment contracts are to be considered pretax and are to be put forward to the court to decide and they are indeed one of the pretext of damage that has potentially been caused. If some payment was done on the basis of an invalid agreement, first of all, the court needs to investigate whether or not that particular contract was invalid, and then if any compensation was due. The Supreme Court normally adjudicates that such claims must be concentrated in one claim. So there is no legal interest in having all the claims considered within the frameworks of separate proceedings because the rest of the matter is the court concentrates everything within one proceeding. So the request of the Board through the general meeting is something of that nature still. You requested time of adjournment in accordance with the Commercial Companies Code. Well, the motion will be voted in a matter of seconds. Let me -- please let me say the resolution about the adjournment of the meeting until January 22, 2026, the hour of 12, the general meeting shall reconvene at the state of the company [indiscernible] in Warsaw. That resolution is now being put for voting. And as per the Commercial Companies Code Article 308 Item 2, we need 2/3 majority. If the majority is stated, we'll have the adjournment. If not, we'll proceed in accordance with the agenda. Now we vote on the adjournment of the proceedings by January 22, 2026, noon. Please cast your vote. [Voting]

Have you already cast your vote? I can see you have or maybe you haven't. All the votes already cast. If anyone wanted to still cast their vote, please raise your hand. If not, I conclude everyone has successfully cast your vote and now we'll present the results. The resolution has not been adopted. In favor, 1,105; against 353,146,677; abstentions in the amount of 216,039,044. Therefore, we proceed as per the agenda originally adopted. So we have exhausted this discussion point. We are at 0.5. It hasn't been exhausted. Has it? But please bear in mind, we prolonged our discussion infinitely, but there might be some particular proposals. So we'll stay by the order.

Everything is clear. Chair, but I can see there is some internal confusion when it comes to the behavior of the adviser to the Management Board. We heard the lecture on what this resolution is going to be all about. And at the same time, we heard that the company will carry out investigation on the basis of which the Board will eventually take a decision whether or not they will bring legal claims about them vis-a-vis the former CEO. But at the same time, we hear from the adviser about a possible statute of limitation. And law this to be instituted by the end of the year. So please explain the matter. Another item is this. Well, I'm some to observe. I have no reservations vis-a-vis the President and the legal adviser. The company is not prepared to approve the shareholders with decent information. So are you afraid of anything? Do you have any concerns? It is not something especially cumbersome to push a company towards a lawsuit, which will go on for years. So why haven't we received the full picture in the matter discussed? And the shareholder wanted to take the floor, [indiscernible] again.

My understanding is this. Well, I gather what Professor said, the resolution if passed is just a step towards a potential lawsuit. This is something that I do understand, and we do all understand the matter. But the problem is this, some other steps have not been taken, namely, well, it's something that would be thoughtful to do to result to the interested parties to provide necessary explanations before ever turning to the adoption of such resolutions and potentially bringing the former CEO to justice. Now we feel we are pressed with time that we are to adopt this resolution, in light of the fact that we have not exhausted all the possible mechanisms. The agreements that we talked about with the advisers were instituted with advisers only not with the former CEO, but this is something of relevance for a potential liability of the former CEO of the company. There's one thing that I don't clearly get, and I don't get what the President has said, namely the agreements were signed as I hear preceding the moment in time in which potential irregularities made themselves apparent. Well, it is hard to believe that such a professional entity would enter into such agreements without prior examination of that matter. So at a certain moment in time, the company is apparently surprised to discover that the agreements would not have been established.

Ladies and gentlemen, for the sake of clarity, this is the last statement because we can go about the meeting with such voices in an indefinite manner. So that's the last statement. All right. I can give you the floor, Chair.

Thank you. That's the very last question. Well, let me formulate one remark. You are committed as per the Articles of Association to make everything you can to respect the rights of the shareholders. Are you making any reservation?

Your statement, namely you will give us -- you will not give us the floor for questions. So let's not exaggerate. Shall we? My very last question. if the resolution has been adopted, the company will enter into lawsuit. Have you considered as the company to explain all the questions related to the advisers directly with the former CEO to organize a meeting or something? Likewise, have you considered to the settlement with a former President in that? Will you be willing to give the last answer?

Certainly, President. Thank you. PZU is a law binding company. So we act within the limits of law, and we use the possibilities that the law gives us. I think in due diligence, we have asked the General Shareholders' Meeting to take measures aimed at clarifying the irregularities. As a result, you would be able to claim -- make a claim for damages if we establish that a loss really affected the company. So if you read the resolution carefully, you will realize that we want to use all the possibilities provided by the law, including a settlement. Therefore, I would like to ask you to vote in favor of this resolution. Professor?

Indeed, I may not have been precise enough. The period of limitations, which actually expires at the end of this year, means that the Management Board wants to have the possibility to decide whether it will file a lawsuit or whether it will file for a settlement. And the persons to whom such claims are made will have the full right to negotiate, make proposals, et cetera, in the proceeding on settlement.

Chairperson, I would like to remind you that this vote will be voted in a secret ballot. Actually, all the following votes are going to be a secret ballot until I declare that a following vote is going to be an open vote. Article 413 Item 1 obliges me to remind you and officially state that a shareholder is not allowed to vote in their own case. Therefore, the representative of the former CEO is not allowed to vote. So just so you know, and I'd also like to put it down in the minutes that the voting rights of the representative of the former CEO are not going to be counted, and this is in line with Article 413 Item 2 of the Commercial Companies Code. Without further ado, I would like to ask you to cast your votes. We are voting. I would like to remind you on the new amended draft resolution. The vote is open. [Voting]

I assume that everyone who wanted to cast their votes did so. Therefore, I close the vote. The resolution has been adopted. 318,650,494 votes in favor; 1,069 votes against; 250,535,258 votes abstained. The resolution has been adopted.

[indiscernible]. I want to state that I voted against the resolution, and please put my position in the minutes. [indiscernible] repeats Mr. Chairperson.

Thank you. Ladies and gentlemen, this closes Item 5 of the agenda. We're moving to Item 6, namely changes in the composition of the Supervisory Board. Before we move to vote, I would like to remind you that one of the members of the Supervisory Board resigned from his position. This was Mr. Filipa Gorczycy. This was stated in the report 39/2025 of the 3rd of November 2025. Currently, the Supervisory Board has 10 members and 1 seat is empty.

My first question is, is there a member of the Supervisory Board that you would like to revoke? Remove?

If there are no motions for dismissal from the Supervisory Board, let us move on to discussing the nominations.

Dominique Kalipska, I represent the State Treasury, and I would like to suggest Jaroslaw Antonik to become a member of the Supervisory Board. His bio was published on the website of the company. I would also like to add that he received a positive opinion of the council on companies and that he fulfills the requirements of the law to fill this position.

Are there any other candidates that you would like to put forward to the Supervisory Board? None. Therefore, Jaroslaw Antonik was put forward as a candidate to become a member of the Supervisory Board. He was -- his name was put forward a week ago in the report #43/2025 published on the 16th of December 2025 and in the report 44/2025 published on the 18th of December. We have called for the examination of the collective adequacy of the Supervisory Board in the context of suggesting Mr. Antonik as a new member. So let us proceed to the vote on the resolution regarding Mr. Antonik. The draft resolution is in your files. Actually, it was -- it was a draft resolution. Now we have added the name of Mr. Antonik to the draft, and we can vote on the resolution. Is this clear? We're voting by secret ballot. So we're voting in secret ballot until revoked. The system is ready. Please cast your votes. [Voting]

I understand that all the votes have been cast. I close the vote. The resolution has been adopted, 385,738,605 in favor; 189,070,934 votes against; and 661,449 abstentions. As a result, Jaroslaw Antonik received the required number of -- resolution received the required number of votes. This means that Mr. Antonik has been appointed as a new member of the Supervisory Board and this exhausts Item 6 of the agenda. We're moving on to Item 7, namely the adoption of the resolution examining the collective adequacy of the Supervisory Board. We have just elected a new member of the Supervisory Board and the General Shareholders' Meeting is obliged to adopt a resolution in which we assess the adequacy of the Supervisory Board as a whole. You have the draft resolution in your materials and the suitability assessment is on the screen. There are already 11 members of the Supervisory Board taken into account in this suitability assessment. And the suitability assessment that we are going to vote on has exactly the same wording as the one that was published in the report 41/2025 published on the 26th of November 2025. So is it clear for everybody on what resolution we are voting? This is going to be an open vote. Please prepare the system for voting and you may cast your votes. [Voting]

Thank you. I understand everyone has already cast their vote. In that case, I thereby close the vote, and that is display the result. And the resolution has been adopted in the current voting have been 351,352,364 votes cast in favor; 189,053,460 votes against; abstentions, 35,064,164. And now there's going to be a formal item in the agenda that is the resolution on the cost of calling and holding the extraordinary shareholder meeting. Within the item in question, we've got a relevant resolution on the cost of calling and holding the extraordinary shareholder meeting also publishing the report to convene that meeting. So now I put this resolution to vote. This is going to be another open vote. So let us prepare the system. The system is ready. And now let us vote. [Voting]

Thank you for having cast your votes. I close the voting. And now let us display the results. The resolution has been adopted. Votes in favor 419,308,146; votes against 155,867,951; abstentions, 294,891. So I -- this brings me to the point where I close this meeting. I would like to thank all the shareholders and their representatives for taking part in today's general -- extraordinary shareholder meeting. And above all, I would like to express my gratitude vis-a-vis the Supervisory Board in shape of Marcin Eckert, whom I thank wholeheartedly and the same holds true for the Management Board in the shape of Mr. Benczak. President, I wanted to congratulate you as it was yesterday when the Financial Supervision Authority confirmed your candidature. So please accept my congratulations. Now you are a fully fledged CEO of the company. So again, congratulations. And again, many thanks go to all the participants, technical crew and our notary. And let me take this opportunity to wish you all a very Merry Christmas, time spent in your respective families. All the best for you, for yourselves, for your close ones, for all your friends. Please hand this wishes to all the people who can for you. And hereby, I declare this meeting closed. Thank you.