Report on Related-party Transactions for the 2016 Accounting Period

Česká pojišťovna a.s., incorporated by entry in the Commercial Register kept by the Municipal Court in Prague, Section B, File 1464, on 1 May 1992, as a public limited company (registration number 45272956), having its registered office at Spálená 75/16, 113 04 Praha 1 (the “Company”), is required to prepare a report on related-party transactions for the 2016 accounting period in accordance with Section 82 of Act No 90/2012, on companies and cooperatives (the Business Corporations Act), as amended.

The Company’s sole shareholder as at 31 December 2016 was CZI Holdings N.V., having its registered office at Diemerhof 42, 1112 XN, Diemen, Amsterdam, Netherlands (the controlling entity). Česká pojišťovna a.s. financial statements are incorporated into the consolidated financial statements of Generali CEE Holding B.V. and Assicurazioni Generali S.p.A., Italy, which is the ultimate controlling company (the “Generali Group”).

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

The Group structure and the Company’s status are described in the separate section of the Annual Report.

The Report on Related-party Transactions includes contracts and agreements effected in the last accounting period between related parties, other legal transactions executed in the interests of such parties, and all other measures taken on behalf of or at the instigation of those persons by the controlled entity. Effective contracts and agreements concluded in previous periods, under which the Company provided or received performance or consideration to/from related parties in the current period, are also listed here.

• With Akcionarsko društvo za osiguranje GENERALI OSIGURANJE MONTENEGRO Podgorica, having its registered office at Kralja Nikole st 27a, Podgorica:

• contract on cooperation in the provision of assistance services.

• With Akcionarsko društvo za reosiguranje GENERALI REOSIGURANJE SRBIJA, having its registered office at Milentija Popovića 7b St, Belgrade:

• reinsurance contract.

• With Assicurazioni Generali S.p.A., having its registered office at Piazza Duca degli Abruzzi, 2, Italy:

• reinsurance contracts.

• With Česká pojišťovna ZDRAVÍ a.s., having its registered office at Na Pankráci 1720/123, Nusle, 140 00 Praha 4:

• reinsurance contracts;
• insurance contracts;
• framework cost-sharing contracts (including addenda);
• contract on the sharing of the costs of investment administration (including addenda);
• contract on business cooperation (including addenda);
• contract on the subletting of non-residential premises (including addenda);
• contract on the provision of access to the KPMG Helpline;
• contract on the protection of personal data;
• contract on cooperation (including addendum);
• contract on the fulfilment of obligations arising from group participation (including addenda);
• framework contract on the pooling of non-IT and IT technology and related operating expenditure.

• With ČP Distribuce s.r.o., having its registered office at Na Pankráci 1658/121, Nusle, 140 00 Praha 4 (Generali Development s.r.o. until 9 November 2016):

• insurance contracts;
• contract on the provision of access to the KPMG Helpline (including addendum);
• framework and implementation contract on IT support cost-sharing;
• framework and implementation contracts on the sharing of IT and related operating expenditure;
• framework cost-sharing contract;
• contract on the fulfilment of obligations arising from group participation (including addenda).

• With Direct Care s.r.o., having its registered office at Na Pankráci 1658/121, Nusle, 140 00 Praha 4 (formerly Generali Care s.r.o. until 11 August 2015 and, further to a merger as at 1 January 2015, the company acquiring ČP DIRECT, a.s.):

• insurance contract;
• agreement on the provision of extraordinary commission;
• framework cost-sharing contract (including addenda);
• contract on the sharing of the costs of IT operation and support;
• framework contract on the pooling of non-IT and IT technology and related operating expenditure;
• contract on cooperation (including addenda);
• non-exclusive agency contract;
• contract on the lease of computer equipment;
• contracts on the subletting of non-residential premises (including addendum);
• contract on the provision of access to the KPMG Helpline;
• contract on the fulfilment of obligations arising from group participation (including addenda);
• contracts on the granting of rights to use software;/li>
• framework contract on the group insurance of persons;
• life insurance cooperation contract.

• With Europ Assistance s.r.o., having its registered office at Na Pankráci 1658/121, Nusle, 140 00 Praha 4 (since 1 January 2016 merged with ČP ASISTENCE s.r.o., as the company being acquired):

• insurance contracts;
• framework cost-sharing contract;
• contract on medical expenses insurance cooperation (including addenda and amendment);
• contract on the letting of non-residential business premises (including addendum);
• contract on the provision of access to the KPMG Helpline;
• contract on cooperation in the provision of travel assistance;
• contract on calling service provision;
• contract on the provision of assistance services in relation to motor insurance and carrier liability insurance;
• contract on the provision of assistance services;
• contract on cooperation in the provision of assistance services;
• service contract for the provision of Můj doprovod assistance services;
• contract on the fulfilment of obligations arising from group participation (including addenda).

• With FINHAUS a.s., having its registered office at Na Pankráci 1720/123, Nusle, 140 21 Praha 4 (Generali Services CEE a.s. until 19 April 2016):

• insurance contracts;
• contract on the letting/subletting of non-residential business premises (including addenda);
• contract on the lease of movables;
• framework outsourcing contract (including addenda);
• agreement on rules of procedure for the outsourcing of delegated guarantee fund cases of members of the Czech Insurers’ Bureau;
• contracts on cooperation and service provision (including addendum);
• framework cost-sharing contracts (including addenda);
• non-exclusive agency contract;
• contract on the provision of access to the KPMG Helpline;
• contract on the fulfilment of obligations arising from group participation (including addenda);
• agreement on consistent shared-cost accounting;
• contract on non-exclusive agency and assistance in administration (including addendum).

• With Generali Biztosító Zrt., having its registered office at Teréz krt. 42-44, 1066 Budapest:

• reinsurance contract;
• trilateral agreements on the transfer of an IT administration contract (including addendum).

• With Generali CEE Holding B.V., organizační složka, having its registered office at Na Pankráci 1658/121, Nusle, 140 21 Praha 4 (Generali PPF Holding B.V. until 3 March 2015):

• insurance contract;
• Earnix licensing contract;
• contract on the application of a licensing contract (including addendum);
• framework cost-sharing contract (including addendum);
• contract on the fulfilment of obligations arising from group participation (including addenda);
• framework contract on cost-sharing in the arrangement of significant activities;
• contract on the provision of access to the KPMG Helpline;
• framework contract and implementation contracts on the pooling of non-IT and IT technology and related operating expenditure;
• contracts on the lease of movables (including addenda);
• contracts on the subletting of non-residential business premises (including addenda);
• contract on service provision (including addenda).

• With Generali Finance Sp. Z o.o., having its registered office at ul. Postępu 15B 02-676, Warszawa:

• contract on the assignment of a contract on IT administration by Česká pojišťovna.

• With Generali IARD S.A., having its registered office at 2 rue Pillet-Will, Paris:

• reinsurance contract.

• With Generali Insurance AD, having its registered office at 68 Knyaz Al. Dondukov Blvd., Sofia:

• reinsurance contract.

• With Generali Investments CEE, investiční společnost, a.s., having its registered office at Na Pankráci 1658/121, Nusle, 140 00 Praha 4 (until 1 January 2016 ČP Invest investiční společnost a.s., formed after a merger with Generali Investments CEE, a.s.):

• insurance contracts;
• management contract;
• framework cost-sharing contract (including addenda);
• contract on the assignment of part of a receivable;
• contract on the sharing of the costs of IT support;
• framework contract and implementation contracts on the pooling of non-IT and IT technology and related operating expenditure;
• framework cost-sharing contracts;
• contract on the provision of access to the KPMG Helpline;
• loyalty bonus contract;
• agency contract (including addenda);
• ISDA master agreement (including addendum);
• contract on the assignment of rights to use software;
• contract on the fulfilment of obligations arising from group participation (including addenda);
• contract on the subletting of non-residential premises (including addenda);
• contracts on the lease of movables.

• With Generali Poisťovňa, a.s., having its registered office at Lamačská cesta 3/A, 841 04, Bratislava:

• reinsurance contract;
• contract on the granting of rights to use software;
• contracts on the assignment of a contract on IT administration by Česká pojišťovna.

• With Generali Pojišťovna a.s., having its registered office at Bělehradská 132, Vinohrady, 120 84 Praha 2:

• insurance contracts;
• co-insurance contracts;
• contracts on the subletting of non-residential business premises (including addenda);
• contract on the lease of movables (including addenda);
• agreement on the settlement of liabilities (ice-hockey Extraliga);
• cost-sharing contracts (including addenda);
• contract on the sharing of significant activities (including addenda);
• contract on the sale of shares in FINHAUS;
• contract on the sharing of the costs of IT development and support;
• contract on the transfer of a shareholding in ČP Distribuce;
• framework and implementation contracts on the sharing of IT and non-IT technology (including addenda);
• service contract on the provision and maintenance of the EARNIX application;
• contract on cooperation governing remuneration for the intermediation of products (including addenda);
• contract on the provision of access to the KPMG Helpline;
• ccontract on the fulfilment of obligations arising from group participation (including addenda);
• contract on cooperation in the sale of consumer and mortgage loans.

• With Generali Real Estate S.p.A., having its registered office at Piazza Duca degli Abruzzi, 1, Trieste:

• insurance contract;
• share purchase contract;
• life insurance cooperation contract;
• framework cost-sharing contract.

• With Generali Towarzystwo Ubezpieczeń S.A., having its registered office at ul. Postępu 15B 02-676, Warszawa:

• reinsurance contracts;
• contracts on the assignment of a contract on IT administration by Česká pojišťovna;
• contract on IT support (including addendum);
• contract on the granting of rights to use software.

• With Generali Versicherung AG, having its registered office at Landskrongasse 1-3, Vienna:

• contract on cooperation in the outsourcing and provision of services.

• With Generali Zavarovalnica d.d. Ljubljana, having its registered office at Kržičeva 3, Ljubljana:

• reinsurance contract.

• With GP Reinsurance EAD, having its registered office at 68 Knyaz Al. Dondukov Blvd., Sofia:

• reinsurance contracts;
• contract on the assignment of a contract on IT administration by Česká pojišťovna.

• With Green Point Offices a.s., having its registered office at Gorkého 3, 811 01 Bratislava (formerly Apollo Business Center IV a.s.):

• loan contract (including addendum).

• With GSS – Generali Shared Services S.c.a.r.l., having its registered office at Piazza Duca degli Abruzzi, 2, Trieste:

• contract on the fulfilment of obligations arising from group participation (including addenda);
• contract on the lease of movables;
• contracts on the subletting of business premises (including addenda);
• framework cost-sharing contract (including addenda);
• IT service provision contract.

• With IDEE s.r.o., having its registered office at Václavské nám. 823/33, Nové Město, 110 00 Praha 1:

• insurance contract.

• With the GCP Foundation, having its registered office at Na Pankráci 1658/121, Nusle, 140 21 Praha 4 (formerly the Česká pojišťovna Foundation until 7 February 2015, and a merger with the Generali Foundation from 22 July 2015):

• contract on a financial donation;
• contract on the provision of access to the KPMG Helpline;
• contract on the subletting of non-residential premises.

• With PALAC KRIZIK a.s., having its registered office at Radlická 608/2, 150 23 Praha 5:

• loan contract (including addendum).

• With Pařížská 26, s.r.o., having its registered office at Václavské náměstí 823/33, 110 00 Praha 1:

• loan contract;
• insurance contract.

• With Pařížská 26, s.r.o., having its registered office at Václavské náměstí 823/33, 110 00 Praha 1:

• insurance contract;
• contracts on the subletting of non-residential premises (including addenda);
• cooperation contracts;
• agency contract;
• framework cost-sharing contracts (including addenda);
• CALL CENTRE agency contract (including addenda);
• contract on the provision of access to the KPMG Helpline;
• framework contract and implementation contracts on the sharing of IT and related operating expenditure;
• framework contract on the assignment of receivables;
• framework contract on debt assumption;
• contract of mandate (including addendum);
• contract on the fulfilment of obligations arising from group participation (including addenda).

• With PJSIC Ingosstrakh, having its registered office at 12 building 2, Pyatnitskaya street, Moscow:

• reinsurance contract.

• With Solitaire Real Estate, a.s., having its registered office at Rozkošného 1058/3, 150 00 Praha 5 – Smíchov:

• insurance contract.

 
All the contracts above were concluded on an arm’s-length basis. The granting of an interest-free loan to a controlled subsidiary is also considered to be on an arm’s-length basis as it is not to the detriment of the parent company. All performance provided and received under these contracts and under contracts concluded in prior periods, as notified in previous reports on related-party transactions, which continued to be performed in the 2015 accounting period was provided on an arm’s-length basis and the Company incurred no loss. Nor did the contracts executed result in any special advantages, disadvantages or additional risks for the Company.
 
Consideration under the above contracts is the payment of the price agreed for performance provided by the other party, which is subject to business secrecy.
 
Within the Generali Group, the Company cooperates on Group projects and policies. The Company incurred no detriment or loss as a result of its cooperation on such Group activities.
 
The Company did not take any measures or execute other legal acts on behalf of or at the instigation of related parties in the 2016 accounting period that related to assets in excess of 10% of the Company’s equity as determined by the latest financial statements. The Company’s governing body declares that it has prepared this report with due professional care and that the information disclosed herein is sufficient, correct and complete. In keeping with its statutory obligations, the Company will issue an Annual Report and the present Company Report on Related-party Transactions will be an integral part thereof.

Prague, 31 March 2017