Business

Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Acquisition of Metlife Ukraine

Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Acquisition of Metlife

Powszechny Zaklad Ubezpieczen Spolka AkcyjnaMay 4, 20263
Powszechny Zaklad Ubezpiecze? Spólka Akcyjna : Acquisition of Metlife Ukraine

About this update from Powszechny Zaklad Ubezpieczen Spolka Akcyjna

‌Acquisition of MetLife Ukraine Warsaw, 4 May 2026 ‌PZU aims to become #1 Life insurer in Ukraine EUR 21 m Net profit in 2025 EUR 38 m Insurance revenue in 2025 #1 50% share of Ukraine's life insurance market → PZU to expand its presence in Ukraine thanks to acquisition of MetLife Ukraine , leader of Life insurance with ca. 50% market share → We strengthen our regional position in line with PZU Group Strategy for 2025-2027 → Market with strong growth potential , leveraging on existing PZU operations → Resilient economy despite Russian invasion, focused on EU convergence → Geopolitical risk reduced through KUKE coverage → MetLife Ukraine with proven growth and profitability track record and strong balance sheet, capable of delivering attractive dividend yield → Regulatory approvals required before completion 2 ‌Acquisition of 100% of MetLife Ukraine shares 1 Subject of the transaction The transaction involves the acquisition of 100% of shares in MetLife Ukraine , the leader in Ukraine's life insurance market with approx. 50% share of the Ukrainian life insurance market MetLife Ukraine has a strong, multi-channel distribution that complements PZU's existing business in Ukraine, a broad customer base The entity has a high profitability and a secured capacity to pay dividends 2 Economy and life insurance market Ukraine's economy has demonstrated resilience despite the severe shock caused by the war The life insurance market in Ukraine remains underdeveloped compared to Poland (its scale is small relative to the size of the population) 3 Key investment thesis Increasing exposure to a high-potential market where the PZU Group has an established presence and a proven ability to grow its business Acquisition of a steadily growing and highly profitable leader in Ukraine's life insurance market Gaining an effective sales network (complementary to PZU Ukraine's network), product capabilities and a strong team with an extensive customer base The transaction is positive for PZU shareholders' dividend yield (the pro forma investment dividend yield is higher than PZU's current yield, even considering limits on dividend payments from Ukraine) 4 Transaction terms Regulatory approvals as a condition precedent to closing The transaction is insured by KUKE The transaction includes standard Material Adverse Change (MAC) clauses 3 1 ‌Life insurance market: The Ukrainian life insurance market has stabilized following the initial turmoil caused by the war Highlights Gross written premiums for life insurance (2020-2025, EUR m 1 ) The Ukrainian insurance market has undergone significant restructuring following the war and the tightening of regulatory requirements 20 13 182 12 12 WAR 10 10 163 142 131 132 128 This has resulted in accelerated market consolidation , reducing the number of insurers from 233 in 2019 to approximately 57 as of September 2025 2020 2021 2022 2023 2024 2025 X - the number of life insurance companies in Ukraine 210 227 159 45 71 4 Life insurance GWP as a % of nominal GDP L ife insurance GWP per capita (EUR) At the same time, the Ukrainian life insurance market continues to offer significant, structural potential for further growth 0.9% 0.6% 0.7% 0.4% 0.2% 0.1% 4 Source: IMF WEO April 2026, NBU, ASF, FSC, PIU, MNB, XPRIMM Note: 1. Average and end-of-period EUR/UAH exchange rates were applied based on official NBU data 2 ‌Economy: Ukraine's economy has shown resilience despite the war Highlights GDP (EUR bn, %) A rebound in GDP and estimated growth of approximately 2-4.5% in the medium term 3.2% 3.4% 5.3% (3.8%) WAR 2.9% 2.0% 4.5% 4.8% 4.3% 137 137 169 153 164 176 187 200 213 227 (28.8%) Nominal GDP, € bn Real GDP growth, % Stabilizing inflation, in line with the NBU's target, which calls for a return to 5% by 2027 2019 2020 2021 2022 2023 2024 2025f 2026f 2027f 2028f Nominal GDP Change in real GDP A gradual and controlled depreciation of the hryvnia against the euro and the U.S. dollar Ukraine and its neighbouring countries 1 UA MD HU BG RO PL Nominal GDP, EUR bn 176 17 206 104 354 845 Real GDP growth, % 2.9% 0.1% 0.5% 2.8% 0.8% 2.9% GDP per capita, EUR thou. 5 7 22 16 19 23 CPI (end of period), % 12.0% 7.0% 4.6% 2.1% 6.1% 4.7% Population, m 33 2.4 10 6 19 37 Potential EU accession as a key stabilizing factor Source: NBU, Ukrstat, IMF WEO Note: 1. The data refer to 2024 5 3 ‌Subject of the transaction: MetLife Ukraine is a leading life insurer with a strong financial position Overview Highlights ~900 thou. clients #1 in the Ukrainian life market MetLife Ukraine is the leader in the Ukrainian life insurance market, with an approximately 49% market share, serving around 900 thousand clients Offers a broad and well-diversified product portfolio , including individual and group life insurance, accident and health insurance, as well as employee benefits programs Operates a diversified distribution model combining independent brokers, partnerships with leading state-owned banks, and a professional captive agency network 20% ROE average for 2023-2025 EUR 99 m BV of Equity as of 31-Dec-2025 The business is conducted through a single regulated life insurance entity, maintaining a significant capital surplus. MetLife Ukraine has secured approval rights allowing dividend distributions of up to EUR 1 million per month The business has demonstrated strong resilience despite the ongoing war, as evidenced by stable growth in insurance revenues and robust profitability (approximately 20% ROE) Revenue & net profit in EUR m Revenue Net profit Market penetration Gross written premiums for life insurance per capita in EUR Pro forma dividend yield 1 >7% 34 34 38 20 21 15 +7% +40x 159 4 7% 2023 2024 2025 Source: Data reported by MetLife Ukraine Footnote: Average and end-of-period EUR/UAH exchange rates were applied based on official NBU data Note : 1 - An illustrative calculation of the dividend yield for PZU, assuming a market capitalization of PLN 55.6 billion as of April 28, 2026, and a dividend payout of PLN 3.9 billion for 2025 6 3 ‌Key investment thesis: The transaction is attractive for PZU Group from both a strategic and a business perspective 1 2 3 4 5 Business synergies and operational benefits Strong growth potential of the Ukrainian life insurance market Acquisition of an effective sales network (complementary to PZU Ukraine), strong product capabilities , and an experienced management and sales team supported by a large customer base Increased exposure to a high-potential market where the PZU Group already has an established presence and a proven ability to scale its business Attractive financial profile of MetLife Ukraine High dividend yield for PZU Group shareholders The transaction is insured by KUKE Acquisition of a consistently growing and highly profitable market leader in the Ukrainian life insurance sector The transaction is positive from the perspective of dividend yield for PZU shareholders (the pro forma investment dividend yield exceeds PZU's current dividend yield, even taking into account the existing limitations on dividend distributions from Ukraine) The transaction is insured by KUKE against the risk of deterioration in the military and political situation in Ukraine 7 ‌ ‌Appendix - Key financial data of MetLife Ukraine (IFRS 17, EUR m) EUR m 1 2024 2025 Insurance revenue 34 38 Insurance service expenses -20 -21 Insurance service result 14 17 Insurance finance income and expenses -8 -13 Result from investment activities 22 25 Other operating expenses -3 -3 Gross profit 25 26 Net Income 20 21 Total assets 231 249 Equity 103 99 ROE 19% 20% Net margin 58% 54% Source: MetLife Ukraine Footnote: 1 - Average and end-of-period EUR/UAH exchange rates were applied based on official NBU data. ROE calculated in local currency. 9 ‌ X Appendix - KUKE insurance coverage against potential risks arising from conflict in Ukraine 1 KUKE is an insurance institution belonging to the PFR Group, the investment and development vehicle of the Polish State 2 Its mission is to support Polish companies in their domestic growth and international expansion Through its products backed by State Treasury guarantees, KUKE 3 mitigates credit and political risks, increasing the security of transactions for companies and their financing parties Key risks covered by the insurance Force majeure and war risks Inability to transfer funds and currency conversion restrictions Expropriation Embargo Source: KUKE Membership standards-based activities 10 ‌Legal disclaimers This presentation has been prepared by PZU SA ("PZU") and is for informational purposes only. Its purpose is to present selected data on the PZU Group, including growth prospects. PZU does not undertake to publish any updates, changes, or adjustments to information, data or statements contained in this PZU presentation if the strategy or plans of PZU shall change, or in the case of facts or events that shall affect the strategy or plans of PZU, unless such an obligation to inform resulted from applicable provisions of the law. PZU Group is not liable for the effects of decisions made following the reading of this presentation. At the same time, this presentation may not be treated as a part of a call or an offer to purchase securities or make an investment. It does not constitute also an offer or a call to effect any other transactions concerning securities. 11

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