ESG management in the PZU Group

Due to its structure, extent and line of business, the PZU Group was identified by the Polish Financial Supervision Authority (KNF) as a financial conglomerate in which PZU is the leading entity, and so it is the PZU Management Board and the PZU Supervisory Board which play the key role in the organizational management structure of the PZU Group.

As of 31 December 2025, the Management Board of PZU consisted of seven members, including one woman and six men (14.3% women; ratio of female to male board members 1:6). The Management Board of PZU consisted of people aged:

• 40–49 years: 3 people;
• 50–59 years: 4 people;
• 60+ years: 0 people.

Average age was 50.6 years. All members were Polish citizens. In 2025, there was no formal employee representation in the PZU Management Board.

As of 31 December 2025, the Supervisory Board of PZU consisted of eleven members, including four women and seven men (36% women; ratio of female to male board members 4:7). The Supervisory Board of PZU consisted of people aged:

• 40–49 years: 3 people;
• 50–59 years: 3 people;
• 60+ years: 5 people.

Average age was 55.7 years. All members were Polish citizens. The Supervisory Board consisted of 9 (82%) independent members.

The Supervisory Board of PZU has an Audit Committee, a Strategy Committee and a Nominating and Compensation Committee.

For more information on the composition of the governing bodies, see Section „Management Board and Supervisory Board”.

The PZU Management Board members have extensive professional experience gained in the financial, insurance, and banking sectors. They also hold certifications, diplomas, and academic titles, which confirm their high qualifications in key areas relevant to the operations of the PZU Group.

PZU Supervisory Board consisted of individuals with specialized competences and experience in various areas, including legal and economic expertise.

Sustainability implementation is also supported through the competences and experience of the Management Board and Supervisory Board in strategy building, risk management, HR or compliance.

The competencies of the PZU Management Board and the PZU Supervisory Board members are verified in accordance with applicable procedures, including The Diversity Policy concerning members of the bodies of PZU, while in the case of members of the Management Boards of PZU Group entities, in accordance with the Rules for the Qualification Process for Management Board Members in PZU Group Entities. The evaluation process assesses qualifications, professional experience, compliance with legal regulations.

The sustainability area in the PZU Group is coordinated by the Sustainable Development Department at PZU, which reports directly to a member of the PZU Management Board or the President of the PZU Management Board through the PZU Group Director. In most of 2025, the area was supervised by Member of the PZU Management Board Elżbieta Häuser-Schöneich, who has nearly three decades of experience in management, strategy building, sales and marketing, transformation, digitization and business development in the insurance and telecommunications sectors. In November 2025, Michał Świtalski, Director of the PZU Group and Member of the PZU Życie Management Board, with many years of professional practice in the fields of law, public procurement and corporate governance, he took over that area. He reports directly to Bogdan Benczak, President of the PZU Management Board.

The organizational structure of PZU Group entities is tailored to the scale and nature of their operations. The scope of competencies of the companies’ governing bodies is defined by legal regulations, particularly the Commercial Companies Code, corporate statutes and agreements. Additional requirements of knowledge in sustainability issues, including those relating to environmental, social, management and human rights factors, have been introduced into the internal regulations for selecting candidates for members of management boards and supervisory boards of PZU Group entities. The knowledge should allow the members to oversee the process of managing material ESG impacts, risks and opportunities. In addition, candidates should know the sustainability reporting process and its impact on the entity’s business operations and strategy.

In accordance with the PZU Management Board’s Rules and Regulations, the Management Board manages PZU’s affairs in all areas of its business, which includes sustainable development, including the approval of the PZU Group’s impacts, risks and opportunities identified during the double materiality assessment. Within the division of powers, the President of the PZU Management issues a directive on the exercise of organizational oversight duties by members of the PZU Management Board and the assignment of functions to the Heads of Divisions. The document details the areas of responsibilities assigned to the individual members of the PZU Management Board, including the delegation of oversight of the sustainability area, as well as such sustainability issues as strategy, risk, HR, or cybersecurity. In addition, in accordance with the adopted PZU Group Strategy, sustainable development is an integral part of the PZU Group’s business strategy, in the implementation of which all members of the Management Board participate. The PZU Group implements the principles of sustainable development by integrating ESG into its operational and strategic activities. In line with the PZU Group Sustainability Policy, revised in 2025, this area is overseen by the Sustainable Development Department at PZU which coordinates activities across the PZU Group and supports setting and implementing ESG targets. Responsibility for managing the area of sustainable development rests with the Director of the Sustainable Development Department at PZU and the governing bodies of PZU Group entities.

The PZU Group’s Sustainability Policy sets the standards for responsible business conduct in the PZU Group, taking into account its impact on the on the environment, as well as the risks and opportunities associated with sustainability. PZU Group entities have autonomy in implementing, organizing, and managing sustainability matters, guided by the principles set out in the group policies applicable to them. They are also responsible for implementing the systemic solutions and operating standards recommended by the Director of the Sustainable Development Office at PZU. The entities present PZU with ESG information relevant to the Group in line with established rules, so that PZU supervises the implementation of ESG components in its Group strategy.

The PZU Group has implemented a standardized process for setting and evaluating targets for Management Board members across its subsidiaries, in accordance with the Principles for setting and evaluating the performance of management targets assigned to members of management boards of PZU Group Entities, adopted in 2025. This document details the principles under which members of the management boards in respective PZU Group entities receive bonuses for resolutions of their shareholder meetings and supervisory boards. In line with these Principles, a Shareholder Meeting authorizes the Supervisory Board to define detailed management targets and measurable KPIs which serve as the basis for assessing performance. For PZU, these indicators also impact the variable compensation of management staff. Each year, the PZU Supervisory Board sets the detailed rules for determining variable compensation for a given fiscal year, the management targets, the weights of these targets, as well as the objective and measurable criteria for their achievement and accountability. The ESG targets are in line with the PZU Group’s strategy and are further described in section GOV-3 Incentive systems and compensation policy in the context of sustainable development.

Under the rules applicable in PZU, variable compensation is awarded to a given member of the Management Board after the Supervisory Board determines that the conditions for its award have been met, the Shareholder Meeting approves the Company’s Activity Report and the financial statements for the previous financial year, and the Shareholder Meeting grants discharge for the performance of their duties. Subsequently, the Supervisory Board adopts a resolution stating that the management targets were met and determining the variable compensation. As part of ESG target cascading, the Management Board of PZU has expanded responsibility for ESG target execution to include senior management and selected PZU Group entities. Supervision of these targets is carried out by the PZU Management Board through regular meetings and reporting of results to the PZU Supervisory Board.

The Director of the Sustainable Development Department at PZU reports directly to a member of the PZU Management Board or the PZU Group Director who in turn reports to the President of the Management Board, so that relevant information, including training needs, is discussed and communicated in real time. Another tools for informing the PZU Management Board and Supervisory Board about important ESG issues are presentations and information materials accompanying internal acts issued at PZU. In 2025, aside from the updated Sustainability Policy, internal acts have been issued to review the double materiality assessment, bringing it up to date with the carbon footprint disclosure guidelines, sustainability data reporting procedures, and the list of disclosure obligations under the EU Taxonomy, among others. Issues that the Management Board dealt with in 2025 also included implementing the “Women on Boards” Directive, updating the PZU Group’s human resource management policy and risk management policy, and having PZU Group join the Lewiatan Confederation, which is the largest Polish business organization aimed at supporting the development of entrepreneurship, innovation and education in Poland. In addition, the Sustainable Development Department organizes ESG training and workshops for management boards. Among other things, a training session was held for members of the Management and Supervisory Boards at PZU and PZU Życie on 2025 regulations and trends in sustainability and climate transition. The Sustainable Development Department also conducted a workshop for members of management and supervisory boards of foreign companies on, among others, the implementation of ESG regulations, sustainability issues in the PZU Group Strategy, and the PZU Group Sustainability Policy.

The Management Board and Supervisory Board at PZU, including the Strategy Committee and Audit Committee, which operate there review cyclical reports on, among others, strategy implementation levels, financial performance, or identified risks in the PZU Group. All key indicators are continuously monitored by the relevant substantive departments which produce monthly, quarterly, semi-annual and annual reports, as well as on an ad hoc basis when needs are identified. These reports also include key indicators from a sustainability perspective. In addition, as part of the activities carried out by the Internal Audit Department at PZU, audits and inspections of various business areas and processes are conducted, including, among others, on sustainability disclosure processes.

To ensure the effectiveness of the measures implemented, the PZU Group has the following monitoring mechanisms in place:

• a system of indicators: Key Performance Indicators (KPIs) enable real-time tracking of strategic progress;
• regular performance verification processes: internal and external audits evaluate the effectiveness of control systems and risk management processes within the Group;
• integration with operational processes: sustainability is integrated into operations to ensure the effectiveness of strategy implementation as regards ESG factors;
• supervisory and management bodies of the PZU Group oversee key impacts, risks, and opportunities, ensuring effective governance, regular reporting, and monitoring mechanisms.

During the 2025 reporting period, the Management Board and Supervisory Board at PZU were systematically informed about sustainability issues, including significant ESG impacts, risks and opportunities, through reporting processes and strategic reviews. The key tool was the double materiality assessment review, which provided the Management Board with a list of significant impacts, risks and opportunities. The assessment was conducted in accordance with CSRD standards and covered both the PZU Group’s impact on the environment and the environment’s impact on the PZU Group.

Remuneration of members sitting in management boards in the PZU Group consists of a fixed part and a variable part, which depends on the achievement of management targets, including those related to sustainability. Since 2023, one of the remuneration principles has been to ensure that the requirements of sustainable development are properly taken into account in the risk management process at the PZU Group level. Accordingly, the targets set to obtain variable compensation, are linked with sustainability efforts. Fixed remuneration is within the range defined by resolutions of general meetings, while variable remuneration may not exceed 50% to 100% of the previous year’s fixed remuneration, depending on the size of the entity. At entities where this is required by generally applicable law, 40% of this value is subject to deferral and is paid in three annual installments, provided the assumed criteria are met. The entities have implemented a standardized process for setting and evaluating targets in accordance with the Principles for setting and evaluating the performance of management targets assigned to members of management boards of PZU Group subsidiaries. The remuneration of members of the supervisory boards of PZU Group entities is fixed.

The PZU Management Board and the management boards of PZU Group entities pursue management targets, among which are those related to sustainability. In 2025, in terms of ESG, the Management Boards of PZU and PZU Życie and the management boards of selected entities (given the scale of the entities’ operations) were tasked with:

• developing and implementing policies reflecting the Directive on improving the gender balance among directors of listed companies and related measures in the PZU Group (PZU, PZU Życie);
• reducing the gender pay gap to no more than 5% (PZU, PZU Życie, selected PZU Group entities);
• ensuring employee engagement as measured by positive perception in the engagement survey (PZU, PZU Życie);
• improving NPS/customer satisfaction/recommendation rates (PZU, PZU Życie, selected PZU Group entities).

In the PZU Group, remuneration policies are overseen by supervisory boards and shareholder meetings. The Shareholder Meeting authorizes the Supervisory Board to define detailed management targets, their weighting in Key Performance Indicators (KPIs), and their direct impact on variable compensation. Supervisory Boards monitor and evaluate the achievement of management targets. Each year, the results of this evaluation determine the variable compensation of the members of the management boards. Targets of management board members may include sustainability issues. Then, these goals have measurable parameters by which their achievement can be judged, as defined in the catalog of management targets set by the supervisory boards for the year. At PZU Group entities, the mechanisms for monitoring remuneration and performance are in line with the scale of their operations, industry and regulatory requirements.

The PZU Management Board has adopted the report of the Management Board of PZU SA on the implementation of the Management Targets for 2024 and the report of the Management Board of PZU SA on the implementation of the Management Targets conditioning the possibility of receiving variable compensation by the Manager for 2024. These documents were submitted to the Supervisory Board and included information on the implementation of ESG targets at PZU and PZU Group entities, among others.

The PZU Supervisory Board obtains all relevant information on the activities of entities on the basis of the Commercial Companies Code, their articles of association and internal regulations.

ESG-related performance indicators are taken into account when determining variable compensation. Implementation of ESG indicators is part of the annual evaluation of managers. It translates directly into the variable compensation for 2025. The link between climate issues and executive compensation follows the same principles as incentive systems and remuneration policies in the context of sustainability.

In 2025, members of the PZU Management Board and of the management boards of PZU Group entities were not assigned climate-related targets, so the share of remuneration recognized and related to climate-related issues was 0%.

The Office of Sustainability in PZU is responsible for coordinating PZU Group’s sustainability data reporting process. It is the owner of the procedure who defines the rules for preparing and provision of data, as well as defining the participants in this process and their responsibilities.

Sustainability reporting is subject to ongoing controls, internal audits and external controls (assurance) to ensure compliance with applicable laws and regulations and the PZU Group’s internal Sustainability Reporting Control Principles. This document aims to reduce the risk of reporting incorrect data and making errors. If a process or substantive irregularity is detected, information in this regard is forwarded immediately for correction. If correction is not possible, measures are taken to reduce the associated risks. The same document applies at the PZU Planning and Controlling Department for controlling the process of preparing the Sustainability Statement. At the same time, it obliges the Sustainable Development Department at PZU to check the completeness of the results of the double materiality assessment, documentation related to preparations for data acquisition, data sources, and the factual correctness of the data received.

Internal audit of the sustainability reporting process is also part of the controls, the results of which are presented to the PZU Management Board. The frequency with which the internal audit is carried out is based on the risk assessment of the implemented process, in accordance with the methodology adopted by the Internal Audit Department at PZU.

In terms of sustainability reporting, risks are identified and analyzed in terms of cause, effect and risk level (increased, moderate, low). Data quality risk was considered increased; it occurs when incomplete or inappropriate data are submitted and systems are not aligned with process requirements. This situation leads to a reduction in the quality of the report and increases the risk of errors. Compliance risk with respect to external regulations was identified as a moderate risk. It involves non-compliance with current regulations, outdated data, or lack of awareness of changes in the law. Such situations can lead to serious consequences, such as financial penalties, loss of reputation or operational disruption. The risk of improperly implemented processes was also considered a moderate risk. It may manifest itself in an outdated or incomplete description of the process. As a result, the data collection process may be longer, access to information may be limited, and the risk of errors may increase. Another moderate risk is reputational risk, which can materialize when a report is not prepared in accordance with legal requirements or contains incorrect information. Negative perception by stakeholders, loss of customers or a drop in the share value are real consequences of this risk. The last moderate risk is human resources risk. Long-term absence of key employees, vacancies or competency mismatches can lead to ineffective management, decision-making problems, and lack of substitutability.

For each risk, a so-called risk appetite has been defined together with actions to mitigate it, including completeness checks, monitoring of regulatory changes, and verification of the organizational structure and assigned responsibilities. The process of collecting, monitoring and disclosing sustainability information has been designed and specified in internal regulations to mitigate the identified risks. Prevention and detection inspections are being carried out to mitigate these risks. In 2025, the sustainability reporting process was subject to an internal audit, which confirmed the list of risks.

As a result of an internal audit recommendation, additional controls have been implemented in the sustainability reporting process to ensure compliance in the area of aggregating source data.