Kruk S.A. — AGM Information 2018

Apr 18, 2018

Current Report No. 20/2018

Date: April 18th 2018

Subject: Amendment and adoption of the consolidated text of the Articlesof Association by the Annual General Meeting on April 18th 2018

Legal basis: Art. 56.1.2 of the Public Offering Act - Current andperiodic information

Text of the report:

The Management Board of KRUK S.A. (the "Company") announces that furtherto Resolution No. 22/2018 passed by the Annual General Meeting on April18th 2018, Art. 13.4 of the Company's Articles of Association wereamended as follows:

In Art. 13.4 of the Articles of Association, reading:

"4. Subject to the provisions of the Polish Commercial Companies Code,the Supervisory Board may adopt resolutions by voting in writing or byusing means of distance communication (by phone or otherwise, in amanner which guarantees communication among all members of theSupervisory Board). A resolution so passed shall be valid only if allmembers of the Supervisory Board have been duly notified of the contentof the draft resolution. If a resolution is to be adopted in writing,the Chairperson of the Supervisory Board shall vote first and send thetext of the resolution to the other Supervisory Board members. Theresolution shall be valid if signed by an absolute majority of theSupervisory Board members. Adoption of a resolution using means ofdistance communication shall be approved by the Chairperson of theSupervisory Board, who shall receive the votes of the other members. Theapproval shall be made by specifying in the resolution the adoptionprocedure and votes cast by each Supervisory Board member. In the caseof either procedure, in the event of a voting tie, the Chairperson ofthe Supervisory Board shall have the casting vote."

shall be amended to read as follows:

"4. Subject to the provisions of the Polish Commercial Companies Code,the Supervisory Board may adopt resolutions by way of any of thefollowing procedures: (a) in writing, (b) using means of distancecommunication only, or (c) in the mixed manner, i.e. when some membersof the Supervisory Board attend a Supervisory Board meeting in personand at least one member of the Supervisory Board participates in themeeting using means of distance communication (phone call, videoconference, or otherwise in a manner which guarantees communicationamong all the members of the Supervisory Board). A resolution passed byway of any of the above procedures shall be valid only if all members ofthe Supervisory Board have been duly notified of the content of thedraft resolution and it has been signed by an absolute majority of theSupervisory Board members. If a resolution is to be adopted in writing,individual members of the Supervisory Board shall cast their votes inwriting. Adoption of a resolution using means of distance communicationshall be approved by the Chairperson of the Supervisory Board, who shallreceive the votes of the other members. The approval shall be made byspecifying in the resolution the adoption procedure and votes cast byeach Supervisory Board member. In justified cases, meetings of theSupervisory Board may be held in accordance with the mixed proceduresubject to prior consent of the Chairperson of the Supervisory Board. Ifthe mixed procedure is applied, the Chairperson of the Supervisory Boardor another member of the Supervisory Board who chairs a givenSupervisory Board meeting or a person authorised by such member shallread out loud the resolutions or forward them in electronic form to allmembers of the Supervisory Board attending the meeting, following whichthey vote in turn for or against a resolution. The signature on behalfof a person taking part in the Supervisory Board meeting using means ofdistance communication shall be placed by the Supervisory Board memberwho chairs the meeting, specifying the manner in which that memberparticipates in the meeting. In the case of all of the above procedures,in the event of a voting tie, the Chairperson of the Supervisory Boardshall have the casting vote."

The above amendments to the Articles of Association will becomeeffective upon their registration with the Business Register of theNational Court Register.

The Company publishes, in the form of an appendix to this report, theconsolidated text of the amended Articles of Association adopted by theAnnual General Meeting by Resolution No. 23/2018.

Detailed legal basis: Par. 38.1.2 of the Regulation of the Minister ofFinance of February 19th 2009 on current and periodic information [...]