Report on Related-party Transactions

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

On 16 January 2015 there was a transfer of the remaining 24% share of voting rights and company Assicurazioni Generali S.p.A. became the sole shareholder with a 100% share of the company Generali PPF Holding B.V., which was the same day renamed Generali CEE Holding B.V.

Financial statements of Generali Pojišťovna a.s. shall form part of consolidated financial statements of Generali CEE Holding B.V. (former Generali PPF Holding B.V.), and of Assicurazioni Generali S.p.A., with registered office at Piazza Duca degli Abruzzi 2, Trieste, Italy, incorporated in the Commercial Register in Trieste, Italy, file No. 6204, which is a parent company to Generali CEE Holding B.V, and the ultimate controlling company (hereinafter referred to as the “Generali Group”). Controlling entities perform their control within the Generali Group only through the weight of their votes, i.e. by exercising their voting rights at general meetings.

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

In compliance with the Act on Business Corporations, the statutory body of Generali Pojišťovna a.s. (hereinafter referred to as the “Company”) prepared the Relationship Report within the meaning of the Act on Business Corporations, Section 82.

The Relationship Report contains all contracts and agreements concluded with a given field within the last accounting period between the related parties, other legal actions taken 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 Relationship Report contains effective contracts and agreements concluded within previous periods on the basis of which the Company made payments to related entities or received payments from such entities within the current period.

OVERVIEW OF CONTRACTS, ACTIONS AND MEASURES

This report has been prepared for the last accounting period, i.e. for the period from 1 January 2015 to 31 December 2015.

• With Direct Care s.r.o., ID 26416549, registered office: Na Pankráci 1658/121, 140 00 Praha 4 kept by the Municipal Court in Prague under file No. C 80526 (the acquiring company from the merger dated 1 January 2015 with Generali Care s.r.o., ID 26416549, registered office Na Pankráci 1658/121, 140 00 Praha 4 kept by the Municipal Court in Prague under C 80526), entered into:
  • Service contract (from 1 July 2005) + Agreement on termination as at 31 July 2015
  • Agreement on the lease of Non-Residential Premises and Movable Items (from 28 February 2010) + Agreement on termination as at 31 July 2015
  • Business Representation Contract (from 1 June 2005)
  • Insurance Contracts (2015)

• With Generali Development s.r.o., ID 44795084, registered office: Bělehradská 132, 120 84 Praha 2 kept by the Municipal Court in Prague under file No. C 6121, entered into:
  • Agreement on the Lease on Non-Residential Premises (from 1 July 2012) and Addendum No. 1 (from 1 January 2013) + Agreement on termination as at 30 June 2015
  • Agreement on IT Service Outsourcing (from 1 May 2010) and Addendum No. 3 (from 1 August 2011) + Agreement on termination as at 30 June 2015
  • Operation and Maintenance Support Agreement “EARNIX” (from 1 July 2014 to 30 June 2015)
  • Agreement on the Assignment of Contract – Operation and Maintenance Support Agreement “EARNIX” (from 1 July 2015)
  • Operation and Maintenance Support Agreement “PUCCINI” (from 1 January 2015) + Agreement on termination as at 30 June 2015
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)
  • Insurance Contracts – Policies (2015)

• With Generali CEE Holding B.V. (till 3 March 2015 Generali PPF Holding B.V.), registered office: Diemerhof 32, Diemen, 1112 XN, the Netherlands via a branch in the Czech Republic Generali CEE Holding B.V. (Generali PPF Holding B.V.) ID 28239652, registered office: Na Pankráci 1658/121 Nusle, 140 00, Praha 4 kept by the Municipal Court in Prague under file No. A 59992 entered into:
  • Service Contract (from 1 May 2008) and Addendum No. 4 (from 1 January 2014)
  • Agreement on Recharge of Cost „EARNIX“ (from 1 January 2014)
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)
  • Insurance Contracts – Policies (2015)

• With Česká pojišťovna a.s., ID 45272956, registered office: Spálená 75/16, 113 04 Praha 1 kept by the Municipal Court in Prague under file No. B 1464 entered into:
  • Agreement on Sharing Costs on Financial Placement Administration (from 28 February 2011) + Addendum No. 5 (from 1 January 2014)
  • Agreement on the Lease of Non-Residential Premises at Pankrác 123 (from 1 October 2008 to 31 December 2018) + Addendum No. 6 (from 1 January 2015), Addendum No. 7 (from 1 July 2015)
  • Agreement on the Lease of Movable Items – Pankrác 121 (from 1 July 2015)
  • Agreement on the Lease of Movable Items – Pankrác 123 (from 1 January 2015) + Addendum No. 1 (from 1 July 2015)
  • Agreement on the Lease of Commercial Premises at Pankrác 121 (from 12 March 2014) + Addendum No. 1 (from 1 July 2015)
  • Agreement on the Lease of Commercial Premises in Pardubice (from 15 February 2014) + Addendum No. 1 (from 1 October 2015)
  • Agreement on the Lease of Movable Items in Pardubice (from 1 May 2011)
  • 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 No. 2 (from 1 July 2015)
  • General Agreement on Sharing IT Technology and Associated Costs of Operations (from 29 April 2009)
  • Implementation Agreement on Sharing IT Technology for GIS Operations (Aquarius.net) to the General Agreement on Sharing IT Technology and Associated Costs of Operations (from 1 January 2011)
  • Implementation Agreement on Sharing IT Technology for IBM DB2 RS Database Environment Operations, on Sharing IT Technology and Associated Costs of Operations (from 1 January 2011)
  • Implementation Agreement on Sharing Connectivity to GGNET Network, to the General Agreement on Sharing IT Technology and Associated Costs of Operations dated 29 April 2009 (from 2 January 2012)
  • Implementation Agreement No. 2 to the General Agreement on Sharing IT Technology and Associated Costs of Operations, No. ČP-D/19040/2009 from 2 December 2009 – Data Archive
  • Implementation Agreement No. 1 to the General Agreement on Sharing IT Technology and Associated Costs of Operations, No. ČP-D/19040/2009 from 2 December 2009 – PrintNET
  • Implementation Agreement on Sharing non-IT and IT Technology, to the General Agreement on Sharing IT Technology and Associated Costs of Operations, No. ČP-D/21395/2010 from 1 October 2012 – Data Room
  • Implementation Agreement on Sharing IT Technology for Operation of ORACLE Database Environment (from 1 January 2013)
  • Implementation Agreement on Sharing IT Technology for IPCC Applications (from 22 July 2014)
  • Agreement on Sharing Costs of development and support of IT Technology (from 1 July 2015)
  • Agreement on the Assignment of Contract – Operation and Maintenance Support Agreement “EARNIX” (from 1 July 2015)
  • Contract on Discharge of Duties Arising from Participation in the Group (from 16 January 2009)
  • Cost Sharing General Agreement (from 1 September 2013) + Addendum No. 2 (from 1 May 2014), Addendum No. 3 (from 19 May 2014), Addendum No. 4 (from 4 July 2014), Addendum No. 5 (from 4 July 2014), Addendum No. 6 (from 8 September 2014), Addendum No. 7 (from 30 October 2014)
  • Confidentiality Agreement (from 18 June 2014)
  • Agreement to Provide Access to KPMG Helpline dated 3 December 2012
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)
  • Framework Agreement on Cost Sharing (from 1 January 2015)
  • Contracts on Facultative Active and Passive Reinsurance
  • Obligatory Reinsurance Contracts
  • Agreement on Local Co-insurance of Major Risks
  • Framework Agreement on Group Insurance of Individuals (from 1 December 2014)
  • Agreements on providing vacation and cover wage compensation paid for a providing vacation
  • Purchase agreement dated 24 September 2015
  • Insurance Contracts – Policies (2015)

• With Generali Investments CEE, a.s., ID 43873766, registered office: Na Pankráci 1720/123, 140 00 Praha 4 kept by the Municipal Court in Prague under file No. B 1031 entered into:
  • Assets Management Agreement (from 1 October 2008) and notification on a change to Attachment No. 5 thereof (from 1 January 2015), notification on a change to Attachment No. 5 thereof (1 September 2015), notification on a change to Attachment No. 5 thereof (14 September 2015) + Addendum No. 14 (from 11 May 2015), Addendum No. 15 (from 1 July 2015)
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)

• With Generali Services CEE, a.s.,ID 27108562, registered office: Na Pankráci 1720/123, 140 21 Praha 4 kept by the Municipal Court in Prague under file No. B 9046, entered into:
  • Agreement on Cooperation and Providing Services (from 1 September 2008)
  • Agreement on Procedures for Outsourcing Delegated Cases on the Guarantee Fund onto a Member of Czech Bureau of Insurers (from 1 August 2010)
  • Framework agreement on Outsourcing (from 1 July 2010) + Addendum No. 12 (from 1 January 2015), Addendum No.13 (from 1 July 2015)
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)

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

• With Generali Infrastructure Services Societá Consortile a Responsabilitá Limitata Magyarországi Fióktelepe,, ID 01-17-000845, registered office: Váci út 36-38. 1132 Budapešť, Maďarská republika, entered into:
  • Central Service Agreement for SPD – operational service (from 1 July 2014)
  • Agreement on the Assignment of Contract – SPD – operational service (from 1 July 2014)
  • Service agreement for the iSeries – system (from 1 July 2014)
  • Agreement on the Assignment of Contract – i Series-system (from 1 July 2014)

• With Generali Infrastructure Services Czech Branch, organizational branch ID 29044707, registered office: Bělehradská 132, Praha 2 kept by the Municipal Court in Prague under file No. A 71158, entered into:
  • Confidentiality Agreement (from 18 June 2014)
  • Agreement on Uniform Method of Recognition of Shared Costs (from 10 December 2014)
  • Service Agreement for the Provision of Information Technology Services (from 30 June 2015)

• With Generali Velký Špalíček s.r.o., ID 26771551, registered office: Václavské náměstí 823/33, 110 00 Praha 1 kept by the Municipal Court in Prague under file No. C 92621, entered into:
  • Insurance Contracts (2015)

• 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 Assicurazioni Generali S.p.A., ID 1.00003, registered office: Piazza Duca degli Abruzzi 2, Terst, Itálie, entered into:
  • Agreement on the temporary assignment of an employee to another employer

• With Generali Infrastructure Services S.c.a.r.l.,, ID 197109909, registered office: Anton-Kurze-Allee 16, 52064 Aachen, Germany, entered into::
  • General Agreement on Providing Infrastructure and Hardware OS 390 for applications used in General Pojišťovna a.s. (from 1 December 2011)

• With GP Reinsurance EAD, ID UIC: 200270243, registered office: 68 Knyaz Al. Dondukov Blvd, Sofia, Bulharsko, entered into:
  • Obligatory Reinsurance Contracts

• With Generali Towarzystwo Ubezpieczeń S.A., ID: 10623 registered office: ul. Postępu 15B 02-676 Warszawa, Polsko, entered into:
  • Agreements on Facultative Reinsurance

• With Generali Zavarovalnica d.d. Ljubljana, ID 5186684, registered office: Kržičeva 3, Ljubljana, Slovinsko, entered into:
  • Agreements on Facultative Reinsurance

• With Europ Assistance s.r.o., ID 25287851, registered office: Na Pankráci 1658/121, 140 00 Praha 4 kept by the Municipal Court in Prague under file C 87094, entered into:
  • Cooperation Agreement dated 20 December 2005 + Addendum No. 2 dated 22 December 2007
  • Agreement on Assistance Services to Accident Insurance, Allegro Insurance, Dolce Vita Insurance, Benefit Insurance and Profit Insurance Products, dated 1 January 2012
  • Obligatory Reinsurance Contracts

• With Generali Poisťovna, a.s., ID 35709332, registered office: Lamačská cesta 3/A, 841 04 Bratislava, Slovensko, entered into:
  • Agreements on Facultative Reinsurance

No legal actions exceeding the scope of normal legal actions carried out by the controlling entity within 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 property exceeding 10% of the share capital of the Company as found out according to the last financial statements was adopted or carried out in the interest or the initiative if the controlling entity and entities controlled by the controlling entity, or in the interest or in the initiative of the controlled entity.

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

The company cooperates within the Generali Group on Group Projects and Policies. The cooperation on these Group activities caused no harm to the Company.

Declaration of statutory body of the company

The Board of Directors of the Company as a collective statutory body declares that this Report on Related-party Transactions within the meaning of the Act on Business Corporations contains full, true and correct information. The Board also declares that the Company suffered no harm due to the laid out contracts, agreements, actions and payments to any related entity and therefore there is no reason to enforce any compensation for such harm from any related entity.

Prague, 14 March 2016

Ing. Pavel Mencl
Chairman of the Board of Directors

Mgr. Petr Bohumský
Vice-Chairman of the Board of Directors

Annex to the Report on Related-party Transactions

Group structure displayed in the organisation chart