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Kruk S.A. AGM Information 2021

May 21, 2021

5678_rns_2021-05-21_b6a892c1-24cb-4029-ab3b-98b282d94463.html

AGM Information

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Current Report No. 17/2021

Date of the report: May 20th 2021

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 2.00 pm on June 16th 2021 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 2020.

7) Review of the separate financial statements of KRUK S.A. for thefinancial year ended December 31st 2020 and resolution to approve theseparate financial statements.

8) Review of the Directors’ Report on the operations of KRUK S.A. in2020 and resolution to approve the Directors’ Report.

9) Review of the consolidated financial statements of the KRUK Group forthe financial year ended December 31st 2020 and resolution to approvethe consolidated financial statements.

10) Review of the Directors’ Report on the operations of the KRUK Groupin 2020 and resolution to approve the Directors’ Report.

11) Review of the Management Board’s proposal and recommendation onallocation of KRUK S.A.’s net profit for 2020. Resolution on allocationof KRUK S.A.’s net profit for 2020 and payment of a dividend to theCompany’s shareholders.

12) Resolutions:

a) to grant liability discharge to members of the Management Board ofKRUK S.A. for 2020,

b) to grant liability discharge to members of the Supervisory Board for2020.

13) Resolution to setting the rules of an incentive scheme for2021−2024, conditional increase of the Company’s share capital and issueof subscription warrants with the existing shareholders’ pre-emptiverights waived in whole with respect to shares to be issued as part ofthe conditional share capital increase and subscription warrants, andamendments to the Articles of Association.

14) Resolution to cancellation of shares bought back by the Company.

15) Resolution to share capital reduction in connection withcancellation of own shares bought back by the Company and amendment ofthe Company’s Articles of Association.

16) Resolution to adoption of the consolidated text of the Articles ofAssociation of KRUK S.A. of Wrocław.

17) Resolution to amendment of the Rules of Procedure of the SupervisoryBoard of KRUK S.A. and drafting the consolidated text of the Rules ofProcedure.

18) Resolution to giving an opinion on the Report on Remuneration forMembers of the Management Board and Supervisory Board of KRUK S.A. ofWrocław for 2019 and 2020.

19) Resolutions to adoption of amendments to the Remuneration Policy forMembers of the Management Board and Supervisory Board of KRUK S.A. ofWrocław.

20) Closing of the Meeting

The Company's Management Board has decided to hold the General Meetingat the Company's registered office in Wrocław, also in view of thecurrent epidemic situation in Poland. Shareholders may also participatein the General Meeting by electronic means 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 […]