Kruk S.A. — AGM Information 2020

Aug 4, 2020

Current Report No. 22/2020

Date of the report: August 4th 2020

Subject: Notice of the Annual General Meeting of KRUK S.A. and draftresolutions

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

Text of the report:

Acting on the basis of Art. 399.1 in conjunction with Art. 395.1 and395.2 of the Commercial Companies Code and Art. 15.3 of the Articles ofAssociation, Management Board of Kruk S.A. (the Company) convenes theAnnual General Meeting of KRUK S.A. for 1.00 pm on August 31st 2020 inWroclaw, ul. Wołowska 8, at the registered office of the Company, withthe following agenda:

1) Opening of the Annual General Meeting.

2) Appointment of the Chair of the Annual General Meeting.

3) Confirmation that the Annual General Meeting has been duly convenedand has the capacity to pass resolutions.

4) Adoption of the agenda.

5) Presentation by the KRUK S.A. Management Board of the Company'sfinancial results and other material information contained in itsfinancial statements.

6) Review of the KRUK S.A. Supervisory Board's report for 2019.

7) Review of the separate financial statements of KRUK S.A. for thefinancial year ended December 31st 2019 and resolution to approve theseparate financial statements.

8) Review of the Directors' Report on the operations of KRUK S.A. in2019 and resolution to approve the Directors' Report.

9) Review of the consolidated financial statements of the KRUK Group forthe financial year ended December 31st 2019 and resolution to approvethe consolidated financial statements.

10) Review of the Directors' Report on the operations of the KRUK Groupin 2019 and resolution to approve the Directors' Report.

11) Review of the Management Board's proposal and recommendationconcerning allocation of KRUK S.A.'s net profit for 2019. Voting on aresolution concerning:

a) allocation of KRUK S.A.'s net profit for 2019 and authorising theManagement Board to buy back Company shares for cancellation, andcreation of a capital reserve to fund the share buyback, or

b) allocation of KRUK S.A.'s net profit for 2019 and distribution of adividend to the Company's shareholders

12) Resolutions:

a) to grant liability discharge to members of the Management Board ofKRUK S.A. for 2019,

b) to grant liability discharge to members of the Supervisory Board for2019.

13) Resolution to amend Resolution No. 26/2014 of the Annual GeneralMeeting of KRUK S.A. of Wrocław, dated May 28th 2014, on setting therules of an incentive scheme for 2015-2019, conditional increase of theCompany's share capital and issue of subscription warrants with theCompany existing shareholders' pre-emptive rights waived in whole withrespect to shares to be issued as part of the conditional share capitalincrease and subscription warrants, and amendments to the Articles ofAssociation.

14) Resolution to adopt the consolidated text of the Company's Articlesof Association.

15) Resolution to adopt the Remuneration Policy for Members of theManagement Board and Supervisory Board of KRUK S.A. of Wrocław.

16) Closing of the Meeting.

In view of the epidemic situation in Poland, the Company's ManagementBoard has decided to hold the General Meeting at the Company'sregistered office in Wrocław. In the Management Board's opinion, thiswill help ensure strict compliance by all attendees with the socialdistancing and other epidemic-related rules currently in place.Shareholders may also participate in the General Meeting by electronicmeans of communication.

Attached hereto the Company publishes the full text of the notice of theAnnual General Meeting given in accordance with Art. 402[2] of theCommercial Companies Code, along with the draft resolutions anddocuments to be debated at the Meeting.

Detailed legal basis: Par. 19.1.1 and 19.1.2 of the Regulation of theMinister of Finance of March 29th 2018 on current and periodicinformation [...]