Remuneration of the members of Group’s bodies

User Kit

Employment contracts concluded with the Chairman and the members of the Management Board, approved by resolution of the Supervisory Board, do not include compensation for resignation or dismissal from their positions without a valid reason, or if the dismissal results from a business combination through an acquisition of the issuer.

Separate non-competition agreements regulate among others refraining from post-employment competition with PZU in exchange for damages. In 2013-2014, PZU Group companies included in consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

Rules of granting annual bonuses to the Members of the Management Board

The bonuses of the Management Board’s Members are dependent on their performance for the financial year. They are awarded by the Supervisory Board after the approval of the financial statements for the year.

The bonus amount depends on the performance of the business area supervised by the given Member of the Management Board, however, the areas that affect business results have much greater impact on remuneration than the support areas.

	1 January – 31 December 2014		1 January – 31 December 2013
Compensation and other short-therm employee benefits paid by PZU (PLN 000)		including bonuses and special prizes:		including bonuses:
Management Board, including:	8,226	2,812	9,503	3,024
Andrzej Klesyk	2,714	914	2,780	980
Przemysław Dąbrowski	1,054	313	1,135	336
Dariusz Krzewina	1,314	534	642	-
Barbara Smalska¹	1,088	399	593	-
Tomasz Tarkowski	891	228	1,102	336
Ryszard Trepczyński	1,165	424	1,535	736
Bogusław Skuza²	-	-	1,716	636
Contracts concluded with high level managers – High level management (Directors of PZU Group), including:	3,717	1,193	3,263	1,122
Rafał Grodzicki	936	312	874	250
Przemysław Henschke	936	312	804	180
Dariusz Krzewina³	-	-	291	180
Sławomir Niemierka	860	199	863	200
Barbara Smalska³	-	-	431⁴	312⁵
Tobiasz Bury	985	370⁶	-	-
Supervisory Board, including:	1,221	-	1,224	-
Aleksandra Magaczewska	97	-	-	-
Waldemar Maj	90	-	192	-
Zbigniew Ćwiąkalski	168	-	168	-
Tomasz Zganiacz	144	-	144	-
Dariusz Daniluk	57	-	120	-
Zbigniew Derdziuk	120	-	120	-
Dariusz Filar	120	-	120	-
Dariusz Kacprzyk	64	-	-	-
Jakub Karnowski	64	-	-	-
Włodzimierz Kiciński	57	-	120	-
Alojzy Nowak	120	-	120	-
Maciej Piotrowski	120	-	120	-

1) On 06 October 2014, Barbara Smalska resigned from the position as at 31 December 2014
2) Bogusław Skuza on 27 December 2013 resigned with effective date on 31 December 2013
3) On 12 March 2013, the Supervisory Board of PZU appointed Dariusz Krzewina and Barbara Smalska to the position of Members of the Management Board effective from 15 March 2013. (additionally Dariusz Krzewina and Barbara Smalska were Directors of PZU Group respectively till 14 March 2013 and from 5 January 2013 till 14 March 2013)
4) The aforementioned amount includes a bonus for 2012 as well as remuneration for performance of other functions at PZU and PZU Życie until the date of appointment as the Group’s Director
5) Amount representing the value of benefits for 2012 granted during the term of office in PZU and PZU Życie
6) Amount representing the value of benefits for 2013 granted during the term of office in PZU and PZU Życie.

compensation_and_other_short_-_therm_employee_benefits_paid_by_pzu.xlsx

	1 January – 31 December 2014		1 January – 31 December 2013
Compensation and other short-therm employee benefits paid by other entities of PZU (PLN thousands)		including bonuses:		including bonuses:
Management Board, including:	2,942	996	3,826	1,224
Andrzej Klesyk	-	-	320	-
Przemysław Dąbrowski	599	200	654	255
Dariusz Krzewina	553	133	1.121	561
Barbara Smalska¹	596	225	327	-
Tomasz Tarkowski	536	179	510	153
Ryszard Trepczyński	658	259	654	255
Bogusław Skuza²	-	-	240	-
High level management (Directors of PZU Group), including:	1,844	478	2,235	1,071
Rafał Grodzicki	455	119	742	357
Przemysław Henschke	455	119	742	357
Sławomir Niemierka	427	70	751	357
Tobiasz Bury	507	170³	-	-

1) On 06 October 2014, Barbara Smalska resigned from the position as at 31 December 2014
2) Bogusław Skuza on 27 December 2013 resigned with effective date on 31 December 2013
3) Amount representing the value of benefits for 2013 granted during the term of office in PZU and PZU Życie.

compensation_and_other_short-therm_3.xlsx

Total estimated valued of benefits in kind allocated by PZU and its subsidiaries (PLN thousands)	1 January – 31 December 2014	1 January – 31 December 2013
Management Board, including:	1,307	1,343
Andrzej Klesyk	282	251
Przemysław Dąbrowski	186	167
Dariusz Krzewina³	217	214
Barbara Smalska^1,3	205	151
Tomasz Tarkowski	191	181
Ryszard Trepczyński	226	166
Bogusław Skuza²	-	213
Management Board, including:	908	401
Rafał Grodzicki	170	183
Przemysław Henschke	203	55
Sławomir Niemierka	358	163
Tobiasz Bury	177	-

total_estimated_valued_of_benefits_in_kind.xlsx

Group Directors

Positions of PZU Group Directors were established in relation to the implementation of the management model, according to which members of the Management Board of PZU Życie as Group Directors are in charge of the same business areas and functions in PZU and PZU Życie. The positions of Group Directors are established based on Organizational Regulations of PZU (paragraph 20, item 3).

As at 1st January 2014, Group Directors of PZU Capital Group were the following:

Rafał Grodzicki;
Przemysław Henschke;
Sławomir Niemierka.

On 16th February 2014 the Management Board of PZU appointed Tobiasz Bury Director in PZU Group. On 16th January 2014 Tobiasz Bury was appointed a Member of the Management Board of PZU Życie.

As at 31st December 2014, Group Directors of PZU Capital Group were the following:

Tobiasz Bury;
Rafał Grodzicki;
Przemysław Henschke;
Sławomir Niemierka.