Report on Related-party Transactions

As at 31 December 2016 the sole shareholder of Generali Pojišťovna a.s. (the controlled entity), incorporated in the Commercial Register maintained by the Municipal Court in Prague under section B, File 2866 on 1 January 1995 as a public limited company (registration number 61859869), having its registered office at Praha 2, 120 84, Bělehradská 132, was Generali CEE Holding B.V., registered office: Diemerhof 42, Diemen, 1112 XN, Netherlands, registration number: 34275688 (the controlling entity).

The ultimate controlling company of Generali Pojišťovna a.s. is Assicurazioni Generali S.p.A., having its registered office in Italy, which from 28 March 2013 had a 76% interest in the voting rights associated with the shares of Generali CEE Holding B.V. (24% of voting rights were held by PPF Group N.V. via PPF Co.1 B.V.).

On 16 January 2015, the remaining 24% share of voting rights was transferred to make Assicurazioni Generali S.p.A. the sole shareholder with a 100% share in Generali PPF Holding B.V., which on the same day was renamed Generali CEE Holding B.V.

The financial statements of Generali Pojišťovna a.s. shall form part of the consolidated financial statements of Generali CEE Holding B.V. (former Generali PPF Holding B.V.), and of Assicurazioni Generali S.p.A., having its registered office at Piazza Duca degli Abruzzi 2, Trieste, Italy, incorporated by entry in the Commercial Register in Trieste, Italy, File 6204, which is the parent company of Generali CEE Holding B.V, and the ultimate controlling company (the “Generali Group”).

Controlling entities exercise control within the Generali Group only by the weight of their votes, i.e. by exercising their voting rights at general meetings.

The structure of the CEE Holding B.V. group is shown in the organisation chart attached to this report.

In compliance with the Business Corporations Act, the governing body of Generali Pojišťovna a.s. (the “Company”) prepared the Report on Related-party Transactions in accordance with Section 82 of the Business Corporations Act.

The Report on Related-party Transactions contains all contracts and agreements concluded with a given field in the last accounting period between the related parties, other legal acts carried out in the interest of such entities and any other measures adopted or taken by the controlled entity in the interest or on the initiative of such entities.

In addition, the Report on Related-party Transactions contains effective contracts and agreements concluded in previous periods, on the basis of which the Company made payments to related entities or received payments from such entities in the current period.

OVERVIEW OF CONTRACTS, ACTS AND MEASURES

This report has been prepared for the last accounting period, i.e. for the period from 1 January 2016 to 31 December 2016.

• With Direct Care s.r.o., registration number 26416549, registered office: Na Pankráci 1658/121, 140 00 Praha 4, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File C 80526 (the acquiring company from the merger dated 1 January 2015 with Generali Care s.r.o., registration number 26416549, registered office: Na Pankráci 1658/121, 140 00 Praha 4, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under C 80526), the Company entered into:
  • Business Representation Contract (from 1 June 2005)
  • Framework Agreement on Cost Sharing (from 11 August 2015)
  • Insurance Contracts (2016)

• With ČP Distribuce s.r.o., registration number 44795084, registered office: Bělehradská 132, Praha 2, 120 84, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File C 6121 (the original company Generali Development s.r.o. was renamed as at 9 November 2016) , the Company entered into:
  • Agreement on the Assignment of a Contract – Operation and Maintenance Support Agreement “EARNIX” (from 1 July 2015)
  • Share Transfer Agreement of 20 September 2016
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)
  • Insurance Contracts – Policies (2016)

• With Generali CEE Holding B.V. (until 3 March 2015 Generali PPF Holding B.V.), registered office: Diemerhof 42, Diemen, 1112 XN, Netherlands, via a branch in the Czech Republic, Generali CEE Holding B.V., organizační složka (Generali PPF Holding B.V.), registration number 28239652, registered office: Na Pankráci 1658/121 Nusle, 140 00 Praha 4, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File A 59992, the Company entered into:
  • Service Contract (from 1 May 2008) and Addendum 5 (from 1 April 2016)
  • Agreement on Cost Recharging “EARNIX” (from 1 January 2014)
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)
  • Insurance Contracts – Policies (2016)

• With Česká pojišťovna a.s., registration number 45272956, registered office: Spálená 75/16, 113 04 Praha 1, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File B 1464, the Company entered into:
  • Agreement on the Sharing of the Costs of Financial Investment Administration (from 28 February 2011) + Addendum 7 on termination as at 31 December 2016 (from 12 October 2015)
  • Agreement on the Lease of Non-Residential Premises at Pankrác 123 (from 1 October 2008 to 31 December 2018) + Addendum 8 (from 1 October 2016)
  • Agreement on the Lease of Tangible Fixed Assets – Pankrác 121 (from 1 July 2015) + Addendum 1 (from 1 September 2016)
  • Agreement on the Lease of Tangible Fixed Assets – Pankrác 123 (from 1 January 2015) + Addendum 2 (od 1 September 2016)
  • Agreement on the Lease of Commercial Premises at Pankrác 121 (from 12 March 2014) + Addendum 1 (from 1 July 2015)
  • Agreement on the Lease of Commercial Premises in Pardubice (from 15 February 2014) + Agreement on Termination as at
    30 September 2016
  • Agreement on the Lease of Commercial Premises in Pardubice (from 1 May 2016) + Agreement on Termination as at 30 September 2016
  • Agreement on the Lease of Tangible Fixed Assets in Pardubice (from 1 May 2011) + Agreement on Termination as at 30 September 2016
  • Agreement on the Lease of Commercial Premises in Prague, Kaplanova (from 1 July 2015)
  • Agreement on the Lease of Commercial Premises in Prague, Úvalská (from 1 January 2014)
  • Agreement on the Lease of Commercial Premises in Brno, Purkyňová (from 1 January 2014)
  • Agreement on the Lease of Commercial Premises in Hradec Králové (from 1 August 2012) + Addendum 3 (from 1 July 2016)
  • General Agreement on the Sharing of IT Technology and Associated Costs of Operations (from 29 April 2009)
  • Implementation Agreement on the Sharing of IT Technology for GIS Operations (Aquarius.net) further to the General Agreement on the Sharing of IT Technology and Associated Costs of Operations (from 1 January 2011)
  • General Agreement on the Sharing of Non-IT and IT Technology Associated Costs of Operations (from 1 January 2016)
  • Agreement on the Sharing of the Costs of IT Technology Development and Support (from 1 July 2015)
  • Agreement on the Assignment of a Contract – Operation and Maintenance Support Agreement “EARNIX” (from 1 July 2015)
  • Implementation Agreement on the Sharing of IT Technology for the Operation of JOK PRM Applications (from 15 February 2016)
  • Contract on the Discharge of Duties Arising from Participation in the Group (from 16 January 2009)
  • Confidentiality Agreement (from 18 June 2014)
  • Agreement to Provide Access to the KPMG Helpline of 31 December 2012
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)
  • Contract on Discharge of Duties Arising from Participation in the Group (from 16 January 2009)
  • Framework Agreement on Cost Sharing (from 1 January 2015) + Addendum 4 (from 1 July 2016) + Addendum 5 (from 1 September 2016) + Addendum 6 (from 1 October 2016)
  • Cooperation Agreement (from 6 March 2015) + Addendum 1 (from 1 January 2016)
  • Framework Agreement on Cost Sharing in the Provision of Important Activities (from 30 September 2015) + Addendum 1 (from 25 February 2016) + Addendum 2 (from 1 July 2016) + Addendum 3 (from 1 October 2016) + Addendum 4 (from 1 December 2016)
  • Share Transfer Agreement of 20 September 2016
  • Agreement on the Sale of Shares in Finhaus a.s. of 26 September 2016
  • Agreement on the Assignment of Rights and Obligations of 30 November 2016
  • Obligatory Reinsurance Contracts
  • Contracts on Facultative Active and Passive Reinsurance
  • Obligatory Reinsurance Contracts
  • Agreement on the Local Co-insurance of Major Risks
  • Framework Agreement on the Group Insurance of Individuals (from 1 December 2014)
  • Agreements on the provision of leave and coverage of wage compensation paid for leave
  • Purchase Agreement of 14 September 2016
  • Purchase Agreement of 26 October 2016
  • Purchase Agreement of 26 October 2016
  • Purchase Agreement of 26 October 2016
  • Purchase Agreement of 9 November 2016
  • Insurance Contracts – Policies (2016)

• With Generali Investments CEE, a.s.,investiční společnost, a.s., registration number 43873766, registered office: Na Pankráci 1720/123, Praha 4, 140 00, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File B 1031, (the acquiring company from the merger, dated 1 January 2016, of Generali Investments CEE, a.s., registration number 25629123, registered office: Na Pankráci 1658/121, Praha 4, 140 00, kept by the Municipal Court in Prague under File B 5073, as the company being acquired, and ČP INVEST investiční společnost, a.s., registration number 43873766, registered office: Praha 4, Na Pankráci 1658/121, Praha 4, 140 21, kept by the Municipal Court in Prague under File B 1031, as at 1 January 2016, as the acquiring company; ČP INVEST investiční společnost, a.s. changed its original name to Generali Investments CEE, investiční společnost, a.s., the Company entered into:
  • Asset Management Agreement (from 1 October 2008) and Notification of an Amendment to Schedule 5 thereto (from 10 February 2016), Notification of an Amendment to Schedule 5 thereto (from 1 October 2016) + Addendum 16 (from 1 January 2016)
  • Agreement on Conditions for the Issuance and Redemption of Investment Fund Securities and Asset Management (from 19 September 2016)
  • Agreement on Mutual Cooperation (from 23 February 2010) + Addendum 1 (from 1 June 2011) – terminated as at 19 September 2016)
  • Agreement on a Loyalty Bonus (from 19 March 2012)
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)
  • Insurance Contracts – Policies (2016)

• With FINHAUS, a.s.,registration number 27108562, registered office: Na Pankráci 1720/123, Praha 4, 140 21, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File B 9046 (the original company Generali Services CEE, a.s., was renamed as at 1 April 2016), the Company entered into:
  • Agreement on Cooperation and Service Provision (from 1 September 2008) + Agreement on Termination as at 31 October 2016
  • Framework Agreement on Outsourcing (from 1 July 2010) + Agreement on Termination as at 30 June 2016
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)

• With PCS – Praha Center spol. s.r.o., registration number 45809844, registered office: Václavské náměstí 823/33, Praha 1, 110 00, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File C 12415, the Company entered into:
  • Agreement on a Warehouse Lease (1 November 2008)
  • Insurance Contracts – Policies (2016)

• With Generali Biztosító Zrt., registration number 01-10-041305, registered office: Teréz krt. 42-44, 1066 Budapešť, Hungary, the Company entered into:
  • Cooperation Agreement (from 1 July 2010)
  • Contracts on Facultative Active and Passive Reinsurance

• With Generali Infrastructure Services Societá Consortile a Responsabilitá Limitata Magyarországi Fióktelepe, registration number 01-17-000845, registered office: Váci út 36–38, 1132 Budapešť, Hungary, the Company entered into:
  • Central Service Agreement for SPD – Operational Service (from 1 July 2014)
  • Agreement on the Assignment of a Contract – SPD – Operational Service (from 1 July 2014)
  • Service Agreement for the iSeries – System (from 1 July 2014)
  • Agreement on the Assignment of a Contract – iSeries-system (from 1 July 2014)

• With Generali Shared Services Czech Branch, organizační složka, registration number 29044707, registered office: Bělehradská 132, Praha 2, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File A 71158 (the original company Generali Infrastructure Services Czech Branch, organizační složka was renamed as at 22 July 2016) the Company entered into:
  • Confidentiality Agreement (from 18 June 2014)
  • Agreement on a Uniform Method for the Recognition of Shared Costs (from 10 December 2014)
  • Service Agreement for the Provision of Information Technology Services (from 30 June 2015)
  • Purchase Agreement of 20 July 2016

• With Generali Real Estate S.p.A., Czech Branch, (organisational branch) ID 01757601, registered office: Václavské náměstí 823/33, 110 00 Praha 1 kept by the Municipal Court in Prague under file A 76163, entered into:
  • Implementation Service Agreement (from 1 January 2015)
  • Implementation Service Agreement (from 15 June 2015)
  • Insurance Contracts – Policies (2015)

• With Generali Velký Špalíček s.r.o., registration number 26771551, registered office: Václavské náměstí 823/33, 110 00 Praha 1, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File C 92621, the Company entered into:
  • Insurance Contracts – Policies (2016)

• With Generali Real Estate S.p.A., CEE Branch, organizační složka, registration number 01757601, registered office: Václavské náměstí 823/33, Nové Město, Praha 1, 110 00, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File A 76163 (the original company Generali Real Estate S.p.A., CEE Branch, organizační složka was renamed as at 29 December 2016), the Company entered into:
  • Implementation Service Agreement (from 1 January 2015)
  • Implementation Service Agreement (from 15 June 2015)
  • Agreement on the Lease of Premises in the Bělehradská Building, Prague, Czech Republic (from 1 November 2015) + Addendum 1 (from 1 January 2016)
  • Insurance Contracts – Policies (2016)

• With Assicurazioni Generali S.p.A.,registration number 1.00003, registered office: Piazza Duca degli Abruzzi 2, Trieste, Italy, the Company entered into:
  • Agreement on the Secondment of an Employee to Another Employer
  • Agreements on Facultative Reinsurance
  • Obligatory Reinsurance Contracts

• With Generali Infrastructure Services S.c.a.r.l., ID: 10623 registered office: ul. Postępu 15B 02-676 Warszawa, Polsko, entered into:
  • Agreements on Facultative Reinsurance

• With GP Reinsurance EAD, registration number 200270243, registered office: 68 Knyaz Al. Dondukov Blvd, Sofia, Bulgaria, the Company entered into:
• Obligatory Reinsurance Contracts

• With Generali Towarzystwo Ubezpieczeń S.A, registration number: 10623, registered office: ul. Postępu 15B 02-676 Warszawa, Poland, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Generali Zavarovalnica d.d. Ljubljana, registration number 5186684, registered office: Kržičeva 3, Ljubljana, Slovenia, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Europ Assistance s.r.o., registration number 25287851, registered office: Na Pankráci 1658/121, 140 00 Praha 4, incorporated by entry in the Commercial Register kept by the Municipal Court in Prague under File C 87094, the Company entered into:
  • Agreement on Assistance Services for Accident Insurance, Allegro Insurance, Dolce Vita Insurance, Benefit Insurance and Profit Insurance Products, of 1 January 2012
  • Agreement on Assistance Services (from 1 September 2012) + Addendum 1 (from 1 January 2014)
  • Agreement on Assistance Services for Accident Insurance under Motor Insurance (from 1 January 2015)
  • Agreement on Assistance Services for Accident Insurance in the Travel Industry (1 January 2015) + Addendum 1 (from 5 February 2016)
  • Obligatory Reinsurance Contracts

• With Generali Poisťovna, a.s., registration number 35709332, registered office: Lamačská cesta 3/A, 841 04 Bratislava, Slovakia, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Generali Versicherung AG, registered office: Landskrongasse 1-3, A-1011 Vienna, Austria, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Aachen und Münchener Versicherung AG, registered office: Aureliusstrasse 2, 52064 Aachen, Germany, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Generali Versicherung AG DE, registered office: Adenauerring 7, D-81737 München, Germany, the Company entered into:
  • Agreements on Facultative Reinsurance

• With GENERALI ESPANA, S.A. DE SEGUROS Y REASEGUROS, registered office: C/ Orense 2, 28020 Madrid, Spain, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Generali Assurances, registered office: 7 Boulevard Haussmann, 75456 Paris, France, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Assicurazioni Generali S.p.A. UK Branch, registered office: 100 Leman Street, E1 8AJ London, United Kingdom, the Company entered into:
  • Agreements on Facultative Reinsurance

• With Generali Italia, S.p.A, registered office: Via Marocchesa 14, 31021 Mogliano Veneto, Italy, the Company entered into:
  • Agreements on Facultative Reinsurance

No legal acts exceeding the scope of normal legal acts carried out by the controlling entity in the exercise of the rights of the sole shareholder of the controlled entity were taken during this accounting period to the benefit of the controlling person or entities controlled by the controlling entity.

No conduct exceeding the scope of normal conduct carried out by the controlled entity in relation to the controlling entity as the sole shareholder of the controlled entity related to assets exceeding 10% of the share capital of the Company, as determined according to the last financial statements, was adopted or carried out in the interest or on the initiative of the controlling entity and entities controlled by the controlling entity, or in the interest or on the initiative of the controlled entity.

Contracts and agreements were entered into between the related parties during the accounting period, other legal acts were taken in the interest of these entities or other measures were taken or realised in the interest or on the initiative of these entities by the controlled entity. It is our opinion that these contracts and agreements caused no economic loss or damage to the Company. There are no special advantages or disadvantages or additional risks arising for the Company from the contracts and agreements concluded or from other legal acts.

Within the Generali Group, the Company cooperates on Group Projects and Policies. The cooperation on these Group activities caused no loss or damage to the Company.

DECLARATION BY THE COMPANY’S GOVERNING BODY

The Company’s Board of Directors, as the collective governing body, declares that disclosures in this Report on Related-Party Transactions, within the meaning of the Business Corporations Act, are complete, true and correct. Further, the Board declares that the Company incurred no detriment or loss under the listed contracts, actions and transactions in relation to any related party, and therefore there is no reason to enforce compensation from any related party.

Prague, 6 March 2017

Pavel Mencl
Chairman

Petr Bohumský
Vice-Chairman

Annex to the Report on Related-party Transactions

Group structure displayed in the organisation chart