Kruk S.A. — AGM Information 2020

Jul 27, 2020

Current Report No. 20/2020

Date of the report: July 27th 2020

Subject: Management Board's resolution to recommend allocation of 2019profit

Legal basis: Art. 17(1) of MAR - Inside information

Text of the report:

The Management Board of KRUK S.A. (the "Company") announces that on July27th 2020 it passed a resolution

on its proposal for the Supervisory Board regarding allocation of theCompany's net profit for 2019 and on its recommendation for the GeneralMeeting to allocate a portion of the Company's net profit earned in 2019either to buyback of shares or to dividend distribution, and tostatutory reserve funds.

The Management Board recommends that the General Meeting should allocatethe Company's profit for 2019, of PLN 386,517,227.92, and resolve todistribute the funds among the Company's shareholders in either of thefollowing two ways:

1) by passing a resolution to distribute the Company's profit for 2019and authorise the Management Board to buy back Company shares forcancellation and to set up a capital reserve earmarked for such buyback,and in consequence allocating the profit as follows:

a) PLN 95,050,000 - to the capital reserve earmarked for buyback ofCompany shares. This amount includes PLN 200,000 to cover the costs ofacquisition of the Company's own shares,

b) PLN 291,467,227.92 - to statutory reserve funds.

or

2) passing a resolution to distribute the Company's profit for 2019 andpay dividend to the Company's shareholders, and in consequenceallocating the profit as follows:

a) PLN 94,859,055.00 - to payment of dividend of PLN 5.00 per share tothe Company's shareholders,

b) PLN 291,658,172.92, i.e. the balance of the Company's profit for 2019- to statutory reserve funds.

With respect to the distribution of the Company's profit as specified inSection 1.1) above, i.e. through the buyback of Company shares, theManagement Board recommends that shares should be bought back at a priceof PLN 350 per share. Invitations to sell shares should be extended toall the Company shareholders. The buyback should commence immediatelyafter the General Meeting passes a resolution authorising the Company tobuy back its own shares, and should be closed by November 30th 2020.Detailed terms and conditions of the buyback would be defined in aresolution of the Annual General Meeting, to be convened by theManagement Board.

With respect to the distribution of the Company's profit as specified toin Section 1.2) above, i.e. through the payment of PLN 94,859,055.00 individend of PLN 5.00 per share, the Management Board recommends that theAnnual General Meeting should set September 7th 2020 as the dividendrecord date and September 14th 2020 as the dividend payment date.

In recommending the distribution of the Company's net profit for 2019,the Management Board took into account especially the followingconsiderations: the Company's current financial and liquidity position,its lower investment activity during 2020, its strategic objectives, aswell as the situation prevailing in Poland and globally in the wake ofthe Covid-19 epidemic.