* Polish Prime Minister says deal close
* PZU owners to set aside 12 bln zlotys for dividend
* Talks continue, settlement details possible on Friday
(Recasts with PM comment, dividend vote)
By Adrian Krajewski and Piotr Bujnicki
WARSAW, Oct 1 (Reuters) - Prime Minister Donald Tusk said on Thursday that Poland was close to settling its years-long fight with Dutch group Eureko over the country's top insurer after the two voted to set aside some $4.1 billion for a special dividend.
In exchange, Eureko is expected to sell its 33-percent stake in PZU next year in what may be Poland's largest initial public offering.
A treasury spokesman said Poland and Eureko could ink an agreement later on Thursday and announce it on Friday. A Eureko spokeswoman declined to comment.
The dispute dates from when Eureko bought into PZU a decade ago when Poland walked away from promises to cede control. It has hurt Poland's reputation among foreign investors and could have cost the country as much as $12 billion in damages.
"It looks like the finale of the dispute is close," Tusk told a news conference. "It looks optimal from our point of view."
The two sides continued to wrangle over final details of the deal, which Polish newspapers speculated would involve paying the Dutch company as much as 10 billion zlotys in the form of special dividends and additional payments.
Concerns that Eureko would convert its share of the special dividend into euros, flooding the market with the Polish currency, have helped to drive the zloty to its lowest level in two months.
Setting the stage for the deal, government and Eureko representatives voted at a resumed shareholders meeting to set aside 11.99 billion zlotys from retained profits that could be handed back to the shareholders.
The vote leaves the decision about the dividend and its timing in the hands of PZU's management. The PZU spokesman said the company would pay the dividend if its owners reach an agreement and Poland's share could flow into its covers this year.
PZU is estimated to be worth some 36 billion zlotys, valuing Eureko's stake at 12 billion.
Poland's centre-right government is under pressure to find cash to plug a growing budget hole it estimates will double to 52 billion zlotys next year.
It has been pressuring state companies to pay hefty dividends and has launched a 36.5 billion zlotys privatisation drive to reduce its need to issue new debt.
Newspapers have speculated that nearly all of the payment to Eureko would come from PZU, not the stretched state budget. (Additional reporting by Gabriela Baczynska, writing by Chris Borowski; editing by Elaine Hardcastle and David Cowell)