Rules for amending the Company's Articles of Association

PZU’s Articles of Association may be amended by the Shareholder Meeting provided that a resolution is adopted by a majority of three fourths of the votes, the Polish Financial Supervision Authority’s approval is issued in the cases referred to in the Insurance and Reinsurance Activity Act and the amendments are entered in the National Court Register. The Supervisory Board has the powers to approve the consolidated amended text.

Amendments to PZU’s Articles of Association in 2020

The PZU Ordinary Shareholder Meeting held on 26 May 2020 made certain amendments to the Company’s Articles of Association. On 26 August 2020, these amendments were entered in the register of commercial undertakings of the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register.

The amendments to the Articles of Association concerned:

• PZU’s line of business – by extending the provision pertaining to the Company’s line of business by adding intermediation on behalf of or for the benefit of financial institutions, as referred to in the Employee Capital Scheme Act of 4 October 2018, other than insurance undertakings, when entering into Employee Capital Scheme management contracts, 
• powers of the Supervisory Board and the Shareholder Meeting – by adding to the powers of the Supervisory Board an item regarding the granting of consent to: 
• subscription for or acquisition of shares or ownership interests in another company, with the value exceeding:
• PLN 100,000,000, or 
• 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
• disposal of shares or ownership interests in another company, with the market value exceeding:
• PLN 100,000,000, or 
• 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
• disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment or longterm investments, including contribution to a company or a cooperative – if the market value of those assets exceeds 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements; and also handing those assets over for use to another entity for a period longer than 180 days in a calendar year based on a legal act, if the market value of the subject matter of the legal act exceeds 5% of total assets, 
• purchase of non-current assets within the meaning of the Accounting Act of 29 September 1994, with the value exceeding:
• PLN 100,000,000, or 
• 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
• calculation of the value of agreements to provide legal, marketing, public relations and public communication services and management consulting services.

Moreover, the Articles of Association were amended in line with the requirements of the Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies and the recent amendments to the Commercial Company Code.