Powszechny Zaklad Ubezpieczen S.A. announces intention to conduct an Initial Public Offering and to List on the Warsaw Stock Exchange

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Tue Apr 6, 2010 2:00am EDT

WARSAW, Poland--(Business Wire)--


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES.

This press release is an advertisement and is not an offer to sell securities or
the solicitation of an offer to buy securities. Any offer of securities referred
to in this press release will be made only on the basis of information contained
in the prospectus to be published in due course by Powszechny Zaklad Ubezpieczen
S.A. in connection with its intention to conduct an initial public offering and
to list its ordinary Shares on the Warsaw Stock Exchange. The prospectus will,
following publication, be available on the Company`s website and on the website
of Dom Maklerski PKO Bank Polski. 

Powszechny Zaklad Ubezpieczen S.A. ("PZU," or the "Company," together with its
subsidiaries the "PZU Group"), the largest insurance Company in Poland in terms
of written premiums, today announces its intention to conduct an Initial Public
Offering and to seek admission to list its ordinary bearer shares on the main
market of the Warsaw Stock Exchange. 

The Company

The PZU Group is the oldest and largest insurance group in Poland in terms of
written premium, according to the Polish Financial Supervision Authority (PFSA),
with a broad range of insurance and financial products. The PZU Group had a
total of approximately 16 million clients as of 31 December 2009. 

The PZU brand is one of the best recognized brands in Poland, based on market
research conducted in December 2009 by Millward Brown (an independent market
research institute), with a spontaneous brand awareness of 89% and an aided
brand recall of 98%. Among Polish insurance companies, the PZU Group also has
the most extensive network of sales and service outlets (over 730 outlets in
approximately 600 locations), throughout Poland. Additionally, as of 31 December
2009, the PZU Group was cooperating with approximately 8,500 tied agents. 

The PZU Group pursues three main lines of business: (i) property and casualty
insurance, offered by PZU, which in the year ended 31 December 2009 generated
55.9% of the total gross written premium of the PZU Group (ii) life insurance,
offered by PZU Zycie, which in the year ended 31 December 2009 generated 44.1%
of the gross written premium of the PZU Group and (iii) open-end pension funds,
offered by PTE PZU, the manager of OFE PZU. 

The Offering

In connection with the offering, and pursuant to the terms of the settlement and
disinvestment agreement between PZU`s shareholders, Eureko B.V. and Kappa S.A.
(a special purpose vehicle owned by Eureko B.V. and the Polish State Treasury
established for the purposes of the offering) expect to sell existing ordinary
shares representing 21.9% of the Company's existing share capital. In addition,
Eureko B.V. may decide to offer an additional 3%, and the Polish State Treasury
may decide to offer up to an additional 5%, of PZU's existing share capital. 

Credit Suisse and Morgan Stanley are acting as Joint Global Coordinators and
Joint Bookrunners; Deutsche Bank and Goldman Sachs are acting as Joint
Bookrunners; DM PKO BP is acting as Domestic Offering Agent and Domestic
Co-Bookrunner; and DM BOS is acting as a Domestic Co-Bookrunner, in connection
with the offering. 

The offering and listing on the Warsaw Stock Exchange are subject to receipt of
all necessary regulatory approvals, including the relevant registrations,
approvals and/or notifications by the Polish Financial Supervision Authority,
registration with the Polish National Depository for Securities and admission to
trading on the main market of the Warsaw Stock Exchange. PZU`s shares will be
offered to institutional investors and retail investors in Poland and only to
qualified institutional investors outside Poland. 

The offering is expected to be completed during the second quarter of 2010,
market conditions permitting. 

Some of the information in this announcement may contain projections or other
forward-looking statements regarding future events or the future financial
performance of the Company. You can identify forward-looking statements by terms
such as `expect`, `believe`, `anticipate`, `estimate`, `intend`, `will`,
`could`, `may` or `might` or other similar expressions. The Company wishes to
caution you that these statements are only predictions and that actual events or
results may differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the date hereof
or to reflect the occurrence of unanticipated events. Many factors could cause
the actual results to differ materially from those contained in projections or
forward-looking statements of the Company, including risks specifically related
to the Company and its operations.

Neither this announcement nor any copy of it may be taken or transmitted in or
into the United States, South Africa, Australia, Canada or Japan.This
announcement does not constitute or form part of any offer or invitation to
sell, or any solicitation of any offer to purchase nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefore the offering and the distribution of
this announcement and other information in connection with the listing and
offering in certain jurisdictions may be restricted by law and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

This announcement is not an offer for sale of securities of the Company in the
United States. Securities of the Company may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "Securities Act").The Company has
not registered and does not intend to register any portion of the offer in the
United States under the Securities Act or to conduct a public offering of any
securities in the United States. Copies of this announcement are not being, and
should not be, distributed or sent into the United States.

This announcement is directed only at(i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order'") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d)
of the Order or (iv) other persons to whom an invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the offering may lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
announcement relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents. There will not be an offering of
securities to the public in the United Kingdom.

This announcement is an advertisement and does not comprise a prospectus for the
purposes of Directive 2003/71/EC (the "Prospectus Directive") and does not
contain or constitute or form part of any offer or invitation, or any
solicitation of an offer, for securities and should not be relied on in
connection with any contract or commitment whatsoever.A prospectus prepared
pursuant to the Prospectus Directive is intended to be published. Investors
should not subscribe for any shares in the Company referred to in this
announcement except on the basis of the information in such prospectus.

This communication is for promotional purposes only and under no circumstances
shall constitute an offer or invitation, or form the basis for a decision, to
invest in the securities of PZU. The prospectus prepared in connection with the
offering and admission of the Company`s shares to trading on the Warsaw Stock
Exchange will be the sole legally binding document containing information about
the Company and the offering of its shares in Poland. The Company will be
authorized to carry out the initial public offering in Poland and apply for the
admission of the Company`s shares to trading on the Warsaw Stock Exchange once
the prospectus has been approved by the Polish Financial Supervision Authority
and published. For the purposes of the offering in Poland and the admission of
the Company's shares to trading on the Warsaw Stock Exchange, the Company will
make the prospectus available on the Company`s website http://www.pzu.pl and on
the website of DM PKO BP http://www.dm.pkobp.pl.

This document is exclusively of promotional character. No reliance may be placed
for any purpose whatsoever on the information contained in this announcement,
any verbal discussion thereof, and such information may not be complete or
accurate.

If the Company carries out its intention to conduct a global offering and
listings as set forth in this announcement, then any offering in Poland or
listing on the Warsaw Stock Exchange will be made subject to and in accordance
with applicable Polish law pursuant to a prospectus approved and published in
accordance with applicable Polish law.

The Joint Global Coordinators, Joint Bookrunners and Domestic Co-Bookrunners are
acting exclusively for the Company, the Polish State Treasury, Eureko B.V. and
Kappa S.A. and no one else in connection with the offering. They will not regard
any other person (whether or not a recipient of this document) as their
respective clients in relation to the offering and will not be responsible to
anyone other than the Company the Polish State Treasury, Eureko B.V. and Kappa
S.A. for providing the protections afforded to their respective clients nor for
giving advice in relation to the offering or any transaction or arrangement
referred to herein.

Credit Suisse,+44 20 7888 8888
Stephen Carter
Nick Koemtzopoulos
Mark Oldcorn
or
Morgan Stanley,+44 20 7425 5000
Jakob Lindquist
Chris Kaladeen
Gergely Voros
Marcin Socha
or
Deutsche Bank,+44 20 7545 8000
Stephan Fahl
Piotr Olendski
Martin Nosek
or
Goldman Sachs International,+44 20 7774 1000
Richard Cormack
Artur Tomala
Lyle Schwartz

Copyright Business Wire 2010

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