Powszechny Zaklad Ubezpieczen S.A.

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