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Management Board’s Representation

The Management Board of PZU declares that to the best of their knowledge, the consolidated financial statements and comparable data of PZU Group have been prepared in accordance with the applicable accounting principles and provide a true, fair and clear view of the economic and financial position and the financial profit or loss of PZU Group and that the Management’s Report of the PZU Capital Group

Correctness and reliability of presented financial statements The Management Board of PZU

declares that to the best of their knowledge, the consolidated financial statements and comparable data of PZU Group have been prepared in accordance with the applicable accounting principles and provide a true, fair and clear view of the economic and financial position and the financial profit or loss of PZU Group and that the Management’s Report of the PZU Capital Group Presents a true picture of the development and achievements as well as the situation of PZU Group including a description of the main threats and risks.

Selection of the entity authorized to audit financial statements

The Management Board of PZU represents that the entity authorized to audit financial statements - KPMG Audyt Sp. z o.o. sp. k. - which audited the consolidated financial statements was selected in accordance with the provisions of law and that the entity and certified auditors which audited the financial statements met the requirements to express an unbiased and independent opinion on the audited consolidated financial statements, in accordance with the applicable provisions of law and professional standards.

Cooperation with international public institutions

Companies of PZU Group cooperate with the EIOPA (European Insurance and Occupational Pensions Authority) in the context of Solvency II.

In addition in 2014, the European Bank for Reconstruction and Development (EBRD) - an international financial institution acquired EUR 40 million of bonds issued by PZU Finance.

Information about significant agreements for the operations of PZU Group, including those concluded between shareholders

By the date of preparation of this Management’s Report of PZU Capital Group there were no agreements (including those concluded after the end of the financial year), which could result in future changes in proportions of shares held by the existing shareholders.

Information on significant contracts concluded

On 3 July 2014 PZU issued a guarantee in relation to the liabilities of PZU Finance AB arising from the bonds issuance. The maximum value of the guarantee was not established. The guarantee issued by PZU is irrevocable and unconditional and will expire on the expiry of the bondholders’ claims against PZU Finance AB. PZU is not entitled to receive any remuneration for the issuance of the guarantee.

On 7 July 2014 the Issuer took a loan from PZU Finance AB with a total value of EUR 500 million and the interest rate of 1.425% per year. The loan is to be paid back on 28 June 2019.

Related party transactions

On 7 July 2014 the Issuer took a loan from PZU Finance AB, as described above. The loan was granted at arm’s length.

PZU Group’s companies provide services to each other, as part of their capital and business ties. With the exception of companies of the Tax Capital Group, transactions are concluded at arm’s length.

Seasonal or cyclical business

Operations of PZU are not of a seasonal or cyclical nature to the extent that would justify application of the suggestions presented in International Financial Reporting Standards.

Evaluation of financial resources management, including the ability to meet incurred liabilities and definition of possible threats and activities, undertaken or planned by the Issuer to counteract these threats

The Issuer has a very good financial position and meets all the security requirements imposed by the Act on Insurance Activity and PFSA. A stable rating outlook of the Issuer confirms that PZU has a strong business position, high level of equity and remains competitive entity in the insurance market.

Disputes

In 2014 and by the date of preparation of this Management’s Report of PZU Capital Group there were no proceedings before court, body competent to hear arbitration proceedings or public authority body concerning liabilities or receivables of PZU or its direct and indirect subsidiaries with the value of at least 10% of the equity of PZU.

The description on court cases and proceedings before the President of OCCP are presented in the financial consolidated financial statements of PZU Group for the financial year ended 2014.

As at 31 December 2014, the total value of all 60,623 cases heard by courts, bodies competent to hear arbitration proceedings or public authority bodies involving PZU Group entities was PLN 3,061.7 million. The amount includes PLN 2,518.3 million of liabilities and PLN 543.4 million of receivables of PZU Group companies, which accounted for 20.43% and 4.41% of PZU equity calculated in line with PAS, respectively.