Kruk S.A. — AGM Information 2021

Jun 16, 2021

Current Report No. 26/2021

Date: June 16th 2021

Subject: Amendment and adoption of the consolidated text of the Articlesof Association by the Annual General Meeting on June 16th 2021

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. 22/2021 passed by the Annual General Meeting on June16th 2021, the Company's Articles of Association were amended and after§ 4c of the Articles of Association, a new § 4d was added, which readsas follows:

"1. The share capital has been conditionally increased by no more thanPLN 950,550.00 (nine hundred and fifty thousand five hundred and fiftyzłoty) through the issue of no more than 950,550 (nine hundred and fiftythousand five hundred and fifty) Series H ordinary bearer shares with anominal value of PLN 1 (one złoty) each.

1. The purpose of the conditional share capital increase referred to inSection 9.1 above is to grant the right to subscribe for Series H sharesto holders of subscription warrants issued under Resolution No. 22/2021adopted by the Annual General Meeting on June 16th 2021.

2. Holders of subscription warrants issued by the Company underResolution No. 22/2021 of the Annual General Meeting of June 16th 2021shall be entitled to subscribe for Series H shares. Subscriptionwarrants referred to above may be inherited, but may not be encumberedor disposed of.

3. Holders of Subscription Warrants shall be entitled to exercise theirrights to subscribe for Series H Shares attached to the SubscriptionWarrants not earlier than 24 months after the date on which theyacquired the Subscription Warrants (lock-up for subscription of Series HShares by holders of Subscription Warrants) and not later than onDecember 31st 2028.

4. Holders of Subscription Warrants shall be entitled to exercise therights to subscribe for Series H Shares under Subscription Warrantsprior to the lapse of the period referred to in Section 9.4 if by theend of that period a tender offer to acquire more than 33% of theCompany shares is announced under the Act on Public Offering, ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies of July 29th 2005 (consolidated text:Dz.U. of 2009, No. 185, item 1439, as amended).

5. Series H Shares shall be paid up in cash."

In connection with the passing of Resolution no 24/2021 of the KRUK S.A.Annual General Meeting of June 16th 2021 concerning cancellation of ownshares bought back by the Company, the Company's Articles of Associationshall be amended so that Art. 4.1 of the Company's Articles ofAssociation, reading:

"Art. 4

1. The Company's share capital shall amount to PLN 19,011,045.00(nineteen million, eleven thousand and forty-five złoty) and shall bedivided into 19,011,045 (nineteen million, eleven thousand andforty-five) shares with a par value of PLN 1 (one złoty) per share,including:

a) 2,692,220 (two million, six hundred and ninety-two thousand, twohundred and twenty) Series A ordinary bearer shares,

b) 11,366,600 (eleven million, three hundred and sixty-six thousand, sixhundred) Series AA ordinary bearer shares,

c) 1,250,000 (one million, two hundred and fifty thousand) Series Bordinary bearer shares,

d) 491,520 (four hundred and ninety-one thousand, five hundred andtwenty) Series C ordinary bearer shares,

e) 1,100,000 (one million, one hundred thousand) Series D ordinarybearer shares,

f) 843,876 (eight hundred and forty-three thousand, eight hundred andseventy-six) Series E ordinary bearer shares,

g) 266,829 (two hundred and sixty-six thousand, eight hundred and twentynine) Series F ordinary bearer shares,

h) 1,000,000 (one million) Series G ordinary bearer shares."

shall be amended to read as follows:

"Art. 4

"1. The Company's share capital shall amount to PLN 18,740,045.00(eighteen million, seven hundred and forty thousand, forty-five złoty)and shall be divided into 18,740,045.00 (eighteen million, seven hundredand forty thousand, forty-five) shares with a par value of PLN 1 (onezłoty) per share, including:

a) 2,421,220 (two million, four hundred and twenty-one thousand, twohundred and twenty) Series A ordinary bearer shares,

b) 11,366,600 (eleven million, three hundred and sixty-six thousand, sixhundred) Series AA ordinary bearer shares,

c) 1,250,000 (one million, two hundred and fifty thousand) Series Bordinary bearer shares,

d) 491,520 (four hundred and ninety-one thousand, five hundred andtwenty) Series C ordinary bearer shares,

e) 1,100,000 (one million, one hundred thousand) Series D ordinarybearer shares,

f) 843,876 (eight hundred and forty-three thousand, eight hundred andseventy-six) Series E ordinary bearer shares,

g) 266,829 (two hundred and sixty-six thousand, eight hundred and twentynine) Series F ordinary bearer shares,

1,000,000 (one million) Series G ordinary bearer shares."

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. 25/2021.