Parámetros TSP

1. Clearing Systems

The Notes have been accepted for clearance through the Clearstream, Luxembourg and Euroclear systems with a Common Code of 108266155. The International Securities Identification Number for the Notes is XS1082661551.

2. Admission to Trading

In connection with the application to admit the Notes to the Irish Stock Exchange and to trading on the Market, copies of the constitutional documents being the Statute (statut) of the Guarantor and the Articles of Association of the Issuer will be deposited with the Paying Agent where such documents may be examined and copies obtained. It is expected that admission of the Notes to trading will be granted on or before 3 July 2014.

The Issuer estimates that the expenses associated with the listing of the Notes on the Official List and admission of the Notes to trading on the Market are expected to amount to approximately €5,041.20.

3. Authorisations

The Issuer and the Guarantor have obtained all necessary consents, approvals and authorisations in Sweden and Poland in connection with the issue and performance of the Notes and the Guarantee. The issue of the Notes was authorised by resolution of the Board of Directors of the Issuer passed on 26 June 2014 and the giving of the Guarantee by the Guarantor was authorised by resolution of the Supervisory Board of the Guarantor passed on 17 June 2014.

4. Material Adverse Change

There has been no significant change in the financial or trading position of the Group since 31 March 2014 and no material adverse change in the financial position or prospects of the Group since 31 December 2013.

5. Litigation

Neither the Issuer nor the Guarantor nor any of the Guarantor’s subsidiaries is involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) which may have, or have had during the 12 months preceding the date of this Prospectus, a significant effect on the financial position or profitability of the Issuer or of the Guarantor.

6. Documents on Display

For so long as any of the Notes is outstanding, copies of the following documents may be inspected in electronic format at the specified offices of each of the Paying and Transfer Agents during normal business hours:

(a) the constitutional documents of the Issuer and the Guarantor being the Statute (statut) of the Guarantor and the Articles of Association of the Issuer;

(b) the annual report and consolidated accounts of the Group for the financial years ended 31 December 2013 and 2012 including, in each case, the audit report relating to such accounts;

(c) the unaudited interim consolidated account of the Group as at, and for the three months ended, 31 March 2014;

(d) the Deed of Guarantee; (e) the Fiscal Agency Agreement; (f) the Subscription Agreement; (g) the Issuer-ICSDs Agreement; and

(h) this Prospectus and any supplements thereto.

7. Auditors

KPMG AB (authorised and regulated by the Supervisory Board of Public Accountants – Revisorsnämnden) are the Issuer’s auditors. Mårten Asplund has been appointed auditor in charge.

The consolidated accounts of the Group for the financial years ended 31 December 2013 and 2012 contained in this Prospectus have been audited by Jacek Marczak, certified auditor, member of the National Chamber of Statutory Auditors (Krajowa Izba Biegłych Rewidentów), license no. 9750, acting on behalf of Deloitte Polska spółka z ograniczoną odpowiedzialnością sp. k., entity authorised to audit financial statements entered on the list kept by the National Chamber of Statutory Auditors under no. 73, in accordance with International Financial Reporting Standards and Deloitte Polska spółka z ograniczoną odpowiedzialnością sp. k. rendered an unqualified audit report on such accounts of the Group for each of these years.

On 18 February 2014 KPMG Audyt spółka z ograniczoną odpowiedzialnością sp. k. was appointed by PZU’s Supervisory Board as the Guarantor's external auditor. KPMG Audyt spółka z ograniczoną odpowiedzialnością sp. k. is an entity authorised to audit financial statements entered on the list kept by the National Chamber of Statutory Auditors under no. 3546.

The auditors of the Issuer or the Guarantor have no material interest in the Issuer.

8. Conflicts of Interest

There are no potential conflicts of interest between any duties of the members of the administrative, management or supervisory bodies of the Issuer towards the Issuer and their private interests and/or other duties.

9. Other Relationships

Some of the Joint Lead Managers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Issuer and/or the Guarantor and/or their respective affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the Joint Lead Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer and/or the Guarantor and/or their respective affiliates. Certain of the Joint Lead Managers or their affiliates that have a lending relationship with the Issuer and/or the Guarantor and/or their respective affiliates routinely hedge their credit exposure to such entities consistent with their customary risk management policies. Typically, such Joint Lead Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the securities of the Issuer and/or the Guarantor and/or their respective affiliates, including potentially the Notes. Any such short positions could adversely affect future trading prices of the Notes. The Joint Lead Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.