Kruk S.A. — AGM Information 2024

May 10, 2024

Resolutions passed by the Annual General Meeting of KRUK S.A. on May 10th 2024

Resolution No. 1/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: appointing the Chair of the Annual General Meeting

Acting pursuant to Art. 409 of the Commercial Companies Code, the Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

The following person shall be appointed as Chair of the Annual General Meeting: Piotr Krupa.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 13 238 003
    • b. Votes against: 0
    • c. Abstentions: 4 129.

Resolution No. 2/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: adoption the agenda for the Annual General Meeting

The Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

The following agenda shall be adopted:

• 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 convened and has the capacity to pass resolutions.
• 4) Adoption of the agenda.
• 5) Presentation by the KRUK S.A. Management Board of the Company's financial results and other material information contained in its financial statements.
• 6) Review of the KRUK S.A. Supervisory Board's report for 2023.
• 7) Review of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2023 and resolution to approve the separate financial statements.
• 8) Review of the consolidated financial statements of the KRUK Group for the financial year ended December 31st 2023 and resolution to approve the consolidated financial statements.
• 9) Review of the Directors' report on the operations of KRUK Group and KRUK S.A. in 2023 and resolution to approve the Directors' Report.
• 10) Review of the Management Board's proposal regarding allocation of KRUK S.A.'s net profit for 2023 and the recommendation for the General Meeting to allocate the Company's net profit for 2023 to dividend distribution and statutory reserve funds. Voting on a resolution concerning allocation of KRUK S.A.'s net profit for 2023 and payment of dividend to the Company's shareholders.
• 11) Resolutions:
  • a) to grant liability discharge to members of the Management Board of KRUK S.A. for 2023,
  • b) to grant liability discharge to members of the Supervisory Board for 2023.
• 12) Resolution to giving an opinion on the Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2023.
• 13) Voting on a resolution concerning the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.
• 14) Voting on a resolution to grant consent to the acquisition by Members of the Supervisory Board and Members of the Management Board of bonds issued by KRUK S.A.
• 15) Closing of the Meeting

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 13 238 003
    • b. Votes against: 0
  • c. Abstentions: 4 129.

Resolution No. 3/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: approval of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2023.

Acting pursuant to Art. 393.1) and Art. 395.2.1) of the Commercial Companies Code and Art. 19.1.1) of the Articles of Association of KRUK S.A., and having taken into consideration the Supervisory Board's assessment of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2023, the Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

After due consideration, the Annual General Meeting of KRUK S.A. approves the separate financial statements of KRUK S.A. for the financial year ended December 31st 2023, comprising:

• 1) the separate statement of financial position, showing total assets and total equity and liabilities of PLN 7,394,513 thousand;
• 2) the separate statement of profit or loss, showing net profit of PLN 983,934 thousand;
• 3) the separate statement of comprehensive income, showing total comprehensive income for the reporting period of PLN 805,207 thousand;
• 4) the separate statement of changes in equity for the period from January 1st 2023 to December 31st 2020, showing total equity as at December 31st 2023 of PLN 3,791,393 thousand;
• 5) the separate statement of cash flows for the period from January 1st 2023 to December 31st 2023, showing cash and cash equivalents at the end of the period of PLN 227,643 thousand;
• 6) notes to the separate financial statements.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 13 235 124
  • b. Votes against: 0
  • c. Abstentions: 7 008.

Resolution No. 4/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: approval of the consolidated financial statements of the KRUK Group for the financial year ended December 31st 2023.

Acting pursuant to Art. 395.5 of the Commercial Companies Code and Art. 19.1.12 of the Articles of Association of KRUK S.A., and having taken into consideration the Supervisory Board's assessment of the consolidated financial statements of the KRUK Group for the financial year ended December 31st 2023, the Annual General Meeting resolves as follows:

Section 1

After due consideration, the Annual General Meeting of KRUK S.A. approves the consolidated financial statements of the KRUK Group for the financial year 2023, comprising:

• 1) the consolidated statement of financial position, showing total assets and total equity and liabilities of PLN 9,928,505 thousand;
• 2) the consolidated statement of profit or loss, showing net profit for the reporting period of PLN 984,201 thousand;
• 3) the consolidated statement of comprehensive income, showing total comprehensive income for the reporting period of PLN 805,496 thousand;
• 4) the consolidated statement of changes in equity for the period from January 1st 2023 to December 31st 2023, showing total equity as at December 31st 2023 of PLN 3,790,810 thousand;
• 5) the consolidated statement of cash flows for the period from January 1st 2023 to December 31st 2023, showing cash and cash equivalents at the end of the period of PLN 388,461 thousand;
• 6) notes to the consolidated financial statements.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
  • a. Votes for: 13 235 124 b. Votes against: 0
  • c. Abstentions: 7 008.

Resolution No. 5/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: approval of the Directors' report on the operations of KRUK Group and KRUK S.A. in 2023.

Acting pursuant to Art. 393.1) and Art. 395.2.1) and 395.5 of the Commercial Companies Code and Art. 19.1.1) and 12) of the Articles of Association of KRUK S.A., and having taken into consideration the Supervisory Board's assessment of the Directors' report on the operations of KRUK Group and KRUK S.A. in 2023, the Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

After due consideration, the Annual General Meeting of KRUK S.A. approves the Directors' report on the operations of KRUK Group and KRUK S.A.in 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132

including:

• a. Votes for: 13 235 124
• b. Votes against: 0
• c. Abstentions: 7 008.

Resolution No. 6/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: allocation of KRUK S.A.'s net profit for 2023 and payment of a dividend to the Company's shareholders.

Acting pursuant to Art. 395.2.2) of the Commercial Companies Code and §19.1.2) of the Articles of Association of KRUK S.A., the Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

Considering the Management Board's recommendation on allocation of the Company's net profit for 2023 and the Supervisory Board's endorsement of the recommendation, the Annual General Meeting of KRUK S.A. resolves to allocate the Company's net profit for 2023, of PLN 983,933,614.88 (nine hundred eighty-three million nine hundred thirty-three thousand six hundred fourteen 88/100), as follows:

• 1. PLN 347,738,220.00 to payment of dividend of PLN 18.00 per share to the Company's shareholders;
• 1. The remaining amount of PLN 636,195,394.88 to the statutory reserve funds.

Section 2

The dividend record date with respect to dividend for the year ended December 31st 2023 shall be May 15th 2024, and the dividend payment date – May 20th 2024.

Section 3

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
  • a. Votes for: 13 238 003
  • b. Votes against: 0
  • c. Abstentions: 4 129.

Resolution No. 7/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the President of the Management Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Piotr Krupa, President of the Management Board- Chief Executive Officer, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 12 612 759
• 2. Percentage of share capital represented by those shares: 65,29 %,
• 3. Total number of valid votes: 12 612 759 including:
  • a. Votes for: 12 600 545
  • b. Votes against: 0
  • c. Abstentions: 12 214.

Resolution No. 8/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Piotr Kowalewski, Member of the Management Board, Chief Operational Officer, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 219 869
• 2. Percentage of share capital represented by those shares: 68,43%,
• 3. Total number of valid votes: 13 219 869
  • including:
  • a. Votes for: 13 207 655
  • b. Votes against: 0
  • c. Abstentions: 12 214.

Resolution No. 9/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Adam Łodygowski, Member of the Management Board, Chief Data & Technology Officer, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 13 238 003
  • b. Votes against: 0
  • c. Abstentions: 4 129.

Resolution No. 10/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Urszula Okarma, Member of the Management Board, Chief Investment Officer, for the period of her holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
  • a. Votes for: 13 229 918
  • b. Votes against: 0
  • c. Abstentions: 12 214.

Resolution No. 11/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Michał Zasępa, Member of the Management Board, Chief Financial Officer, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 191 826
• 2. Percentage of share capital represented by those shares: 68,28 %,
• 3. Total number of valid votes: 13 191 826 including:
  • a. Votes for: 13 179 612
  • b. Votes against: 0
  • c. Abstentions: 12 214.

Resolution No. 12/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting discharge to the Chair of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Piotr Stępniak, Chair of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1 st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 12 903 532
    • b. Votes against: 326 386
    • c. Abstentions: 12 214.

Resolution No. 13/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Vice Chair of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Krzysztof Kawalec, Vice Chair of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 12 903 532
  • b. Votes against: 326 386
  • c. Abstentions: 12 214.

Resolution No. 14/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting discharge to the Member of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Katarzyna Beuch, Member of the Supervisory Board, for the period of her holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 12 903 532
    • b. Votes against: 326 386
    • c. Abstentions: 12 214.

Resolution No. 15/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting discharge to the Member of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mrs Izabela Felczak-Poturnicka, Member of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 12 903 532
  • b. Votes against: 326 386
  • c. Abstentions: 12 214.

Resolution No. 16/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Ewa Radkowska-Świętoń, Member of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 12 903 532
    • b. Votes against: 326 386
    • c. Abstentions: 12 214.

Resolution No. 17/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting discharge to the Member of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mrs Beata Stelmach, Member of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 12 903 532
  • b. Votes against: 326 386
  • c. Abstentions: 12 214.

Resolution No. 18/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: granting liability discharge to the Member of the Supervisory Board of KRUK S.A. for 2023.

Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code and Art. 19.1.3) of the Articles of Association of KRUK S.A., the Annual General Meeting hereby resolves as follows:

Section 1

The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Piotr Szczepiórkowski, Member of the Supervisory Board, for the period of his holding the office in the financial year 2023, i.e. from January 1st to December 31st 2023.

Section 2

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 12 903 532
    • b. Votes against: 326 386
    • c. Abstentions: 12 214.

Resolution No. 19/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10th May 2024

concerning: giving an opinion on the Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2023.

Acting pursuant to Art. 395.2¹ of the Commercial Companies Code and Art. 90g.6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text Dz.U.2023.2554., as amended), the Annual General Meeting resolves as follows:

Section 1

The Annual General Meeting gives its positive opinion on the Supervisory Board's Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2023, attached as an Appendix hereto.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
• including:
  • a. Votes for: 12 685 987
  • b. Votes against: 552 016
  • c. Abstentions: 4 129.

Resolution No. 20/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10 May 2024

concerning: the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.

Acting pursuant to Art. 90e.4 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (consolidated text: Dz.U.2023.2554., as amended), the Annual General Meeting resolves as follows:

Section 1

1. Having reviewed the existing Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław (the "Policy"), the Annual General Meeting has satisfied itself that the document remains up-to-date and is aligned with the prevailing market environment and the Company's condition.

2. In view of Section 1 above, the Annual General Meeting upholds the existing Policy, as amended and restated on 16 November 2022, the text of which is attached to this Resolution.

Section 2

This Resolution shall become effective as of its date.

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132
  • including:
    • a. Votes for: 10 111 616
    • b. Votes against: 3 126 387
    • c. Abstentions: 4 129.

Resolution No. 21/2024 of the Annual General Meeting of KRUK S.A. of Wrocław, dated 10 May 2024

to grant consent to the acquisition by Members of the Supervisory Board and Members of the Management Board of bonds issued by KRUK S.A.

Acting pursuant to Art. 15.1 of the Polish Commercial Companies Code, the Annual General Meeting of KRUK S.A. hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants consent to the acquisition by members of the Supervisory Board and members of the Management Board of bonds issued by KRUK S.A. in the period from the effective date of this Resolution through 31 December 2029, in accordance with the Rules for Insider Buying of Debt Securities Issued by KRUK S.A., as adopted by Resolution No 39/2024 of the Management Board of KRUK S.A. Bonds offered to investors within a particular tranche may only be acquired subject to uniform terms and conditions, especially a uniform interest rate, applicable to all investors acquiring bonds of that tranche, including members of the Supervisory Board and members of the Management Board.

Section 2

The nominal value of bonds acquired by any of the persons referred to in Section 1 may not exceed the equivalent of PLN 5,000,000.00 (five million złoty) over a calendar year.

Section 3

• 1. Number of shares validly voted: 13 242 132
• 2. Percentage of share capital represented by those shares: 68,55 %,
• 3. Total number of valid votes: 13 242 132 including:
  • a. Votes for: 10 679 055
  • b. Votes against: 2 558 945
  • c. Abstentions: 4 132.