Powszechny Zakla Unsp/Adr

Ladies and gentlemen, let us begin. It's my pleasure to welcome you here.

My name is Marcin Kubica, and I'm the head of the supervisory board of PZUSA. 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. 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. 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 will 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 three 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. THEY ARE ACTUALLY OFFICIAL ANNOUNCEMENTS FOR THE MINUTES THAT WILL BE KEPT BY NOTARY ROBERTO PUASTAK THAT I WOULD LIKE TO WELCOME HERE TODAY. 863 MILLION, EXCUSE ME, 575 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 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 two places. One of them is a report number 41-2025. It was published on the 26th of November 2025. 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 number 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 three of the agenda, and we can move to item four, which is adopting the agenda. Does anyone would like to take the floor to suggest anything? If not, then in line with the report number 41 slash 2025, We have published a resolution that states the agenda and it was supplemented by the report 42 slash 2025. We added item five 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 nine 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. Did everyone vote? Thank you. I close the vote. Can you please display the result of the vote on the screen? Thank you. Vote number two. 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 five. 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 Kozławska-Chyła. We're moving to item five, namely adopting the resolution regarding claims for damages caused in the performance of management. A resolution accompanying report number 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's 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 and its new wording. And can you please make a copy for the shareholders, says the chairperson. The resolution reads as follows. It's 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 18.3 of the Articles Association of PZU, the General Shareholders' Meeting hereby resolves as follows. The Extraordinary Shareholders' Meeting of PZU-SA resolves that PZU shall pursue claims for compensation for damages caused in the performance of management and authorizes the Management Board of PZU-SA to press claims against Beata Kozłowska-Hyła, 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 two, the claims that the PZU management board can press regard lack of due diligence when hiring advisors to the CEO when the CEO CEO was performing his mandate. Item three, 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.

For compensation for damages causing the performance of management, the decision of the shareholder meeting is to repair the damage caused by the company in the performance of management by the former PCUSA 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 Code. The general need of this resolution is will allow the Management Board to pursue claims for any damages arising in the performance of management in the participation of the designated former member of the PCUSA Management Board. The results of the internal investigations carried out under subsequent actions taken by the PCUSA, the information of which is in the public domain involving the filing of the notices, notices of the possibility of committing a crime, justifying the filing of a lawsuit for damages against Bartokowska-Hewa in connection with the violation of the company's interests in the employment and supervision of devices to the President of the Management Board of PCUSA. She has not been resolved from liability as a member of the Board in years 2023 and 2024, which opens the road for bringing claims to restore the loss of the company. That's the full body of the wording of the reasons for our actions. And the resolution, I will hand over the floor to you shortly. The said 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. 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 of the mic. That's why interpreters come up here. We shall bring the resolution to display shortly, as well as the reasons. Are there any other people who want to speak? I would like to present, as an appeal, as added by a shareholder. Ladies and gentlemen, I would like to ask you not to pass the resolution in question. PCUSA puts its secret information on that case, which leads to the conclusion that this motion is without justification. PCUSA 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 in agreements 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, their work, and the fact that there are no claims in this respect. In the agreement in 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 scope in 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 advisors. Well, in that case, the striving for claims by the company in connection with the work of the advisors 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 attacked me in an unprecedented manner. It did not present trouble 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 a year and eight months concerning the work performed by the advisors to the presidents. The circumstances of the company such circumstances are against the law in all the possible aspects. PCUSA acting through its bodies Withholding information from the shareholders does not say truth about the proceedings. The supervisory board on December 13th in a letter that was signed to the Minister of State Assets claimed that after the conclusion of the explanatory proceedings does not stage any incorrect demeanour in the working question. The conclusions as formulated were were run by the former member of the Supervisory Board and now the Chair of the Supervisory Board of PCUSI, Marcin Kubica, employee of the Ministry of State Assets, was committed to proceed in a duly manner. As the Ministry submitted a letter in the course of exploratory proceedings, The duty nature of his duties cannot be put in question as he was dismissed from liability by the Board. It is therefore necessary to state that the current member of the Supervisor Board taking part in the explanatory proceedings and by formulating the conclusions as mentioned having also a 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 Kubica was a person who testified to the continuity of our actions. withholds information from the shareholders when it comes to shaping the standards of employment and performing of GEDs by advisers to the President, their competences, the competences in the employment, shaping the conditions for work, conditions for settling work and the ways work is performed. In the media we can hear that the group were 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 company. And there were also units of the company that supervised the whole process. that resulted from the work contracts. By the same token, agreements with employees are assigned to terminate work contracts. The contracts were shaped by the director of HR department whose duty it was to ensure all necessary accordance with the legislation. Standards for compensations, etc. were shaped in line with the standards mandatory in PCUSR that had long predated myself becoming a member of the Board. As regards the advisers to the President, It was the confirmation for the President that the HR department does not state any shortcomings when it comes to the performance of the duties minor and advises to the Presidents in light of the standards which are mandatory in the company also vis-à-vis the ways works were performed for instance in the context of the time of work. It is needed to be accentuated that conclusions in questions were identical to the conclusions by the supervisory board of the company, vis-à-vis one of the advisors to the President in August 2024, and also under participation of the member of the supervisory board of PZU, Marcin Kubiuta. It was later confirmed in the agreement by the new authorities of PZU in April 2024. Dignity and the duly character of actions taken by Ms. Vardetska are not being put in question by the current authorities of the company because Ms. Vardetska stayed and remained employed as the HR representative. And the same holds true for the actions taken by Václav Kubica, who per annum receives discharge 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, who is currently in office. The company many times stated the correctness of the conditions of employment of the advisors to the president. The company does not reveal necessary information which makes an image, a false image of an employee excessive number of the advisors in my time in office only one advisor was employed afterwards and one advisor was employed in april 2024 another advisor was employed as of july 2021 and the third advisor was employed on in november 2023 given the size of the company assets more than 500 billion slots. This was a rather narrow group of advisors to the president. Let me stress, after I came in office, I reorganized the department of advisors. which included five people. The aim was for the advisors to terminate the contracts with the PCU as the reorganization meant savings on the part of the company. The company assumed a false thesis that the work of advisors was fake. Furthermore, it disseminated untruthful information in that respect. It is quintessential to say that the company has never resorted to either myself or to 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 auditing process. This has never happened. The auditing question is on a duty, coming in force only to confirm that this is not had been put forward beforehand. The claims about... the lack of duty character of the employment of the advisors is far from true those people had all the competences 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 advisors were professors. Advisors were running their duties in full commitment to the matters of the company. They supported me with their knowledge, skills, and they contributed to a very good manner of the management of the company, ensuring sound financial results. This group

I'd like to remind you that the profit of the PZU group amounted to over 5 billion Polish zlotys, and this was a historical result. Just to compare, in the previous year, the profit amounted to 3.3 billion Polish zlotys. In the year 2023, therefore, we have exceeded our KPIs. Market capitalization has increased by 10 billion Polish zlotys, from 30 billion Polish zlotys in March to 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 advisors 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 would 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. PESA2 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. confirmed back then and I still uphold the position that the advisors 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 regard to the advisors 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 advisors. Advisors must assist the CEO And I would like to remind you that they were doing it in one of the largest insurance groups in our part of Europe. The advisors were providing information to the CEO on urgent matters that had to be settled by the CEO. When the company... accuses the advisors of being fictitiously employed. This regard, as I've said, numerous press numerous evidence. I have taken on my role at PZ2 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 three 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, advisors, and other employees at PZUSA 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 advisors to the CEO had to work remotely, had 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 electronic register of... of entering and exiting the building as any measure that shows how much work the advisors actually carried out. And I would like to mention that still a large part of the PZ2 employees work in a hybrid format. Therefore, any resolution that might... encumber me with liability with regard to the PZ2 is unfounded if the ground for it is supposed to be the hiring of the advisors. The State Treasury is abusing their right as a majority shareholder. This resolution 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 Kozłowska-Rychyła, 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 two hands raised. Good morning. My name is Maciej Socha. 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's Treasury. We have also read the amended resolution, amended by the representative of the State's Treasury, that also has new reasons. If I understand the State Treasury correctly, they base their position on some 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 access to other knowledge than the shareholders, like the aforementioned unspecified audit results. So my question to the Management Board is, 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 Kozłowska-Hua. We have read the position of the Ministry of 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 Kozłowska-Chyła 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 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 around the CEO's advisors. So the CEO benefited from the work of the advisors. Did actually the company ask the former CEO, that is Beata Kozłowska-Hyła, for specific information on what kind of work did those advisors carry out under the employment contract? Because if the company did not ask her, then tell me why. Question number five. Beata Kozłowska-Chyła says that when she was revoked, the company signed agreements with the advisors, paid them compensations and renounced all claims. Is this true? Question number six. Can you tell us what tasks were assigned to the advisors of the CEO after Beata Kozłowska-Hyła 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 Żdanowska, who is the member of the supervisory board, did contact with one of the advisors and the advisors asked her to assign him some tasks. She did not assign him any tasks. Question number seven. If the new company authorities, that is the company authorities headed by Mr. Oleh. So if the new company authorities fail to perform their part of the employment contract, namely they did not assign any tasks to the advisors, is it possible that the company presses 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 number nine. Did the company... turn to the public insurance institutions with a request to return payments 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 advisors, to the CEO, before Beata Kozłowska-Hua was appointed and after she was revoked? Next question. Does the company intend to request that Beata Kozłowska-Chyła returns the benefits paid to the advisors and will it 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 number 14.

Question 13. Is it true that the company obtained expert legal opinion by Piotr Kanta's professor in which there are conclusions that maintain in the case of employing advisers no crime has been committed? Question 15. Is it true the company has obtained opinions 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. And this is what Marek has written to in her letter read out by the by her representative a minute ago. Is it true that in 2023 the company, upon request by the Minister of State Assets, and after having received a letter by a chairholder, has carried out audit action on employment of Aloysia Nowak as an advisor? What are the conclusions from the said auditing procedure? Has the Minister of State Assets received... Is it true that no irregularities were identified in that course? Was it true that 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 answer, in light of which no irregularities were identified? Can the management board present, shareholders, the final conclusions from the course of these meetings? auditing procedures, as well as the response that was handed to the Ministry of State Assets. Because as a shareholder, I must admit, quite frankly, I feel a bit sidelined being a minor shareholder, especially vis-à-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 Ollich's 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 that I have uttered, and that is why I would like to put them in writing to the President and the Chair of the Extraordinary Sheldon Meeting, so that you can manage this item properly. And 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 manager and board, I would like to open the floor to other shareholders. There were two hands raised. You've got the floor. Go ahead. I'm a shareholder. I have a slightly shorter question. And they come in a number of two. Please give me information. As drafting the resolution, can you give us your name? Arkandiusz X, private investor. Can you provide the information if... During the present draft, the resolution was analyzed also the roles and responsibilities of key advisors outside of the board, especially financial director and compliance director when it comes to acceptance of transactions and ensuring legality of action taken by the company in FIES. Have those people been potentially considered as subjects of claims? Second question, with regard to bringing claims. Can you give me the information? Has the analysis in question taken into account the traffic losses? And this pertains to the Terminal Office of the previous Management Board. Or maybe there was a 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-à-vis the Polish Financial Supervisory Authority. Are you speaking of the liability of the members of the board or the employees of the company? First point refers to the duties of the employees of the company. This is not the subject of our today's meeting. Liability in this agenda point of the resolution The resolution question is adopted in line with article 393 item 0.2 commercial companies code and we are not entitled to bring to accountability the employees of the company which is also the subject of this meeting. We are not authorised as the extraordinary shareholder meeting to settle the lower layers of the company structure. Thank you. There was another question, apparently. Go ahead. Good afternoon. Łukasz Kapusta. Is he a holder? Before asking my proper question in the first place, I would like to put it against a certain background. The President of the Board of PCUSA is 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 favour. When it comes to paying the dividend in PTE, PZUSA voted with the abstention. I never received any information on how the representatives of BZ voted. They conducted the fund in the amount of 5 billion per his lot, 5.6 billion per his lot towards the end of December. The agreement concluded in 2023. Where we read there are provisions that 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 visa fund. Have the advisors provided their consultancy during a land meeting on 30th June 2023. On December 16th, the motion was put forward by the Supreme Chamber of Control for all PDE 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 are here to settle and reflect upon the resolution on claims for damages caused in the performance of management of PZUSA, not TFE or TTE. and I can't really recall the proper names and that you're resorting to. So this lies perfectly beyond the scope of power of this company, irrespective of whether we speak of J.S. Dumpley or other companies belonging to the group. Well, this lies beyond the scope of this very extraordinary meeting. Are there any other outstanding issues from the room? prior to taking on our replies, I would like to exhaust questions in the first place. Soon I will give the floor back to the Management Board so that I can relate to the questions that were added. But let me provide a reminder. The character of the resolution that we are going to adopt is of a formal character because we are not, as a meeting body or an entity, of the system of justice. We are not here an entity by the part of the system of justice, and justice is the subject of common courts. President, I'm going to answer the questions yourself, and maybe we'll delegate the right to answer to others. It is a break for 15 minutes, so now we can have some technical preparations prior to answering the questions. These questions are very... Comprehensive and in light draft, we'll provide the management board with the appropriate time for preparation. Break up until a quarter past one, the end.