Other areas

PZU as the parent company, through its representatives in supervisory bodies of subsidiaries and voting at their shareholder meetings, exerts an impact on the selection of strategic directions regarding both the scope of business and the finances of the Group members. As selected companies focus on their specialization, they provide services to each other at an arm’s length basis, using the internal cost allocation model within the tax group.

The following changes transpired in the structure of the PZU Group in 2021 up to the date of publication of these financial statements:

• On 3 January 2021, Idea Bank was acquired by Bank Pekao following the decision of the Bank Guarantee Fund (BFG) on a resolution. The resolution instrument applied by the Bank Guarantee Fund against Idea Bank involved the take-over by Bank Pekao, with the effect specified in Article 176(1) of the BFG Act, of Idea Bank’s enterprise, comprising its overall rights and liabilities as at the end of the date of initiation of the resolution, i.e. as at 31 December 2020, excluding specific property rights and liabilities specified in the BFG’s decision.
• On 7 January 2021, CORSHAM sp. z o.o. sold all the shares it held in PayPo sp. z o.o.;
• On 31 March 2021, Bank Pekao purchased 210,641 shares representing 38.33% of capital and 38.33% votes at the Shareholder Meeting of Krajowy Integrator Płatności SA, with its registered office in Poznań
• On 15 April 2021, the change pertaining to NewCommerce Services sp. z o.o., of which Alior Leasing sp. z o.o. became the sole shareholder, was registered in the National Court Register;
• On 20 May 2021, the liquidation of PZU Finance AB commenced;
• On 31 May 2021, PZU Zdrowie S.A. merged with Polmedic sp. z o.o.; all assets of Polmedic sp. z o.o were taken over by PZU Zdrowie S.A. and Polmedic sp. z o.o. ceased to exist. The activity conducted previously by Polmedic sp. z o.o will be continued by PZU Zdrowie S.A. through its branch “PZU Zdrowie S.A. Polmedic Medical Center Branch in Radom”;
• On 31 May 2021, Bonus-Diagnosta Sp. z o.o. purchased 100% shares in NZOZ Grupa Medical Sp. z o.o. with its registered office in Bydgoszcz;
• On 1 July 2021, a merger was entered in the National Court Register involving the transfer of all assets of the acquired company NewCommerce Services sp. z o.o. to the acquiring company Serwis Ubezpieczeniowy sp. z o.o. (merger by acquisition);
• On 20 July 2021, Pekao Leasing sp. z o.o. purchased 100 shares in PEUF sp. z o.o., which represented 100% in the company’s capital and votes;
• On 29 September 2021, Harberton sp. z o.o. in liquidation was deleted from the National Court Register;
• On 29 October 2021, the title to 100% of shares in the capital and 100% of votes at the shareholder meeting of Dom Inwestycyjny Xelion sp. z o.o. was transferred to Quercus Agent Transferowy sp. z o.o.;
• On 2 November 2021, Bonus Diagnosta sp. z o.o. and NZOZ Grupa Medical sp. z o.o. merged, as a result of which NZOZ Grupa Medical ceased to exist;
• Under the share purchase agreements executed in 2021 (in March, the acquisition of 21 AAS BALTA shares representing 0.0004% of the capital and votes at the company’s shareholder meeting; in September, the acquisition of 169 AAS BALTA shares representing 0.0036% of the capital and votes at the company’s shareholder meeting; in December 2021, the acquisition of 52 AAS BALTA shares representing 0.0011% of the capital and votes at the company’s shareholder meeting), PZU SA as at the end of December 2021 held 4,728,063 shares in AAS BALTA representing 99.99998% of the company’s capital and votes at the shareholder meeting (with 1 minority shareholder remaining with 1 AAS BALTA share);
• As a result of the deal struck in January 2022, in the shareholder structure of PZU SA’s related party, PRJSC IC PZU Ukraine, as at the end of January 2022 compared to the end of 2021, changes occurred resulting in the following current shareholding structure of PRJSC IC PZU Ukraine:
• PZU SA – 90.994354%
• PZU Życie – 0.003967%
• PrJSC IC PZU Ukraine Life Insurance – 9.001678%;

On January 5, 2022, the Trade Register struck Aquaform RO SRL off the register. The company has been liquidated with effect from 20 January 2022.

On March 17, 2022 PZU signed preliminary agreement to acquire 100% of shares in Towarzystwo Funduszy Inwestycyjnych Energia Spółka Akcyjna ("TFI Energia") from Polska Grupa Energetyczna Spółka Akcyjna. The transaction is planned to be finalized in mid-year, after obtaining the approvals of the Polish Financial Supervision Authority and the Office of Competition and Consumer Protection. After the transaction is completed, TFI Energia will be a subsidiary of PZU, subject to consolidation.

Structure of the PZU Group as at 31 December 2021

¹ The following branches operate within PZU Zdrowie: CM FCM in Warsaw, CM Tarnów, CM Nasze Zdrowie in Warsaw, CM Medicus in Opole, CM Cordis in Poznań, CM in Warsaw, CM in Krakow, CM in Poznań, CM in Wrocław, CM Gdańsk Abrahama, CM Artimed in Kielce, CM Warsaw Chmielna, CM Polmedic in Radom, CM in Łódź
² The Centrum Medyczne Medica Group consists of the following companies: Centrum Medyczne Medica Sp. z o.o., Sanatorium Uzdrowiskowe “Krystynka” Sp. z o.o. with its registered office in Ciechocinek
³ The Elvita Group consists of the following companies: Przedsiębiorstwo Świadczeń Zdrowotnych i Promocji Zdrowia ELVITA – Jaworzno III Sp. z o.o., Przedsiębiorstwo Usług Medycznych PROELMED Sp. z o.o. in Łaziska Górne
⁴ The Alior Bank Group is composed of: Alior Bank SA, Alior Services Sp. z o.o., Alior Leasing Sp. z o.o. (which holds 100% of shares in AL Finance sp. z o.o. (until 5 August 2021 operating under the business name of Serwis Ubezpieczeniowy Sp. z o.o.)), Meritum Services. ICB SA, Alior TFI SA, Absource Sp. z o.o., CORSHAM Sp. z o.o., RBL_VC Sp. z o.o., RBL_VC sp. z o.o. ASI S.K.A.
⁵ The Bank Pekao Group is composed of, among others: Bank Pekao SA, Pekao Bank Hipoteczny SA, Pekao Leasing Sp. z o.o. (which holds 100% of shares in PEUF sp. z o.o.), Pekao Investment Banking SA, Pekao Faktoring Sp. z o.o., Centrum Kart SA, Pekao Financial Services Sp. z o.o., Pekao Direct Sp. z o.o. (until 16 January 2020: Centrum Bankowości Bezpośredniej Sp. z o.o.), Pekao Investment Management SA (holding a 100% stake in Pekao TFI SA), Krajowy Integrator Płatności SA
⁶ The Armatura Group is composed of the following companies: Armatura Kraków SA, Aquaform SA, Aquaform Ukraine TOW, Aquaform Romania SRL
⁷ The Tomma Group is composed of the following companies: Tomma Diagnostyka Obrazowa S.A., Bonus Diagnosta Sp. z o.o.

The structure chart does not include mutual funds or companies in liquidation or under bankruptcy.

Brief description of other PZU Group companies

PZU Pomoc

PZU Pomoc provides auxiliary services to PZU Group companies:

• managing the PZU repair network – at the end of 2021, the company cooperated with 845 repair shops;
• organizing motor assistance services for LINK4;
• conducting salvage auctions and sales after loss and damage incidents;
• supporting technical claims handling in motor claims;
• handling assistance products for PZU and PZU Życie (among others, legal consulting, organization of assistance services);
• managing the loyalty program, PZU Pomoc w Życiu Club - at the end of 2021, over 2 million club members were able to take advantage of insurance discounts and products of cooperating companies (rebate programs offered by partners).

PZU Centrum Operacji

PZU Centrum Operacji provides services supporting the operation of PZU Group companies. It has been established to provide the following services: IT, Data Center, Contact Center, mass printing, HR and payroll-related services and auxiliary services related to insurance and pension funds, as well as constant intermediation in conclusion of insurance agreements, financial and investment agreements and assistance agreements.

PZU LAB

PZU LAB is a company dealing with advisory services and assistance in implementation of all kinds of solutions improving the security of the strategic corporate clients of PZU and TUW PZUW.

The company cooperates with numerous academic centers and experienced experts (local and foreign). Constantly seeks new and effective technological solutions to enable mitigation of the risks that have the greatest impact on the insurance activity.

The PZU LAB team has developed methods for cooperation with the existing and prospective clients. First, the engineers identify critical installation sites, simulate critical events such as fire, flooding or explosion, and determine their consequences. Then the possible scenarios and the methods of minimizing the negative consequences are discussed. Ultimately, PZU LAB engineers implement innovative technological solutions in client companies that are to improve their safety.

PZU LAB has implemented Poland’s first product certification system in property damage prevention. The purpose of the certification system is to improve the effectiveness of products deployed to ensure the safety of enterprises and thus to reduce the instances of damage and the scope of losses to company assets. Certified products are marked with the patented “PZU LAB Approved” logo.

The company conducts intense safety-related educational and promotional activities. At the initiative of PZU LAB, the Maritime Industry Safety Forum, the Energy Industry Safety Forum and the Wood Industry Safety Forum are held annually. Moreover, a series of training courses entitled “Pyramid of competences” was launched for all participants in the insurance market, aiming to increase the level of knowledge in risk management among businesses.

This approach signifies an evolution in client relations. PZU ceases to be only a seller of insurance and becomes a risk management advisor.

Tower Inwestycje

The company’s line of business is to invest available funds in:

• real estate development initiatives, in particular in the construction of commercial properties;
• investment activity.

The Company conducts work associated with the office and commercial investment project in a prestigious location in Wrocław at ul. Oławska 35 (Plac Dominikański) in a venue occupied for the past several decades by an office building owned by PZU. This investment is partially intended for the PZU Group’s needs and partially for lease.

PZU Finanse

PZU Finanse Sp. z o.o. is a service company established to keep accounting ledgers for subsidiaries of the PZU Group (excluding PZU and PZU Życie).

Ogrodowa-Inwestycje

Ogrodowa-Inwestycje Sp. z o.o. is the owner of the City-Gate office building at ul. Ogrodowa 58 in Warsaw and leases office space to external clients and PZU Group companies.

PZU Cash

The line of business of PZU Cash is brokerage in granting cash loans in the form of an employee benefit. It operates through the Cash lending platform, while the proposal is presented by Alior Bank. The Cash portal is an innovative solution on the Polish market that enables employees to take out online loans. The loan proposal is targeted at employees of those companies that have established cooperation with PZU Cash.

PZU Corporate Member Limited

On 28 September 2017, PZU acquired shares in PZU Corporate Member Limited, entitling it to 100% of votes at the shareholder meeting. The company is a member of Lloyd’s, a market for insurance companies, brokers and agents, bringing together nearly 100 syndicates. PZU Corporate Member is handled by Argenta Holdings Limited agency, which deals with the ongoing activities of syndicates, invests their funds and employs underwriters.

Armatura Kraków

Since October 1999, the PZU Group has held an equity stake in Armatura Kraków and since November 2020, PZU has been the sole shareholder.

The business of Armatura Kraków lies outside the domain of financial and insurance services. The group is a leading manufacturer in the sanitary and heating industry in Poland. Along with its subsidiary Aquaform SA, it specializes in the manufacture of bathroom and kitchen taps, aluminum central heating radiators, a wide range of valves and sanitaryware.