Acquisition of Metlife Ukraine

‌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

→ 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

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‌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

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‌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 m1)

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

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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%

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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

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‌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 countries1

Potential EU accession as a key stabilizing factor

Source: NBU, Ukrstat, IMF WEO

Note: 1. The data refer to 2024 5

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‌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 yield1

>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

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‌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

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‌

‌Appendix - Key financial data of MetLife Ukraine (IFRS 17, EUR m)

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.

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‌

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

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‌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.

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