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Kruk S.A. — AGM Information 2026
Apr 23, 2026
5678_rns_2026-04-23_a4820f92-0e81-480f-9ebc-3cdb0f835eaf.pdf
AGM Information
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Draft resolutions of the Annual General Meeting of KRUK S.A. of Wroclaw convened for May 26th, 2026
Draft /1/ concerning item 2) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wroclaw, dated May 26th, 2026
concerning: appointing the Chair of the Annual General Meeting
Acting pursuant to Art. 409.1 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:
Section 2
This Resolution shall become effective as of its date.
STATEMENT OF REASONS:
Pursuant to Art. 409.1 of the Commercial Companies Code, after the opening of the General Meeting, a Chair is elected from among the persons entitled to participate in the General Meeting.
Draft /2/ concerning item 4) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
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 2025.
7) Review of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2025 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 2025 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 2025 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 2025 and the recommendation for the General Meeting to allocate the Company's net profit for 2025 to dividend distribution and statutory reserve funds. Voting on a resolution concerning allocation of KRUK S.A.'s net profit for 2025 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 2025,
b) to grant liability discharge to members of the Supervisory Board for 2025.
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 2025.
13) Voting on a resolution to determine the number of Supervisory Board members for the next term.
14) Voting on resolutions to appoint Supervisory Board members for the new term.
15) Voting on a resolution to determine the rules of remunerating Supervisory Board members.
16) Voting on a resolution to amend the Articles of Association of KRUK Spółka Akcyjna of Wrocław.
17) Voting on a resolution to adopt the consolidated text of the Articles of Association of KRUK Spółka Akcyjna of Wrocław.
18) Voting on a resolution to amend the Rules of Procedure for the Supervisory Board of KRUK S.A. of Wrocław and draw up the consolidated text of the Rules of Procedure.
19) Closing of the Meeting
Section 2
This Resolution shall become effective as of its date.
STATEMENT OF REASONS:
Pursuant to Art. 402[2] in conjunction with Art. 399.1 of the Commercial Companies Code, the General Meeting is convened by the Management Board, which also defines the agenda of the Meeting.
Draft /3/ concerning item 7) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
concerning: approval of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2025.
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 2025, 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 2025, comprising:
1) the separate statement of financial position, showing total assets and total equity and liabilities of PLN 9,582,566 thousand;
2) the separate statement of profit or loss, showing net profit of PLN 1,096,142 thousand;
3) the separate statement of comprehensive income, showing total comprehensive income for the reporting period of PLN 1,106,039 thousand;
4) the separate statement of changes in equity for the period from January 1st 2025 to December 31st 2025, showing total equity as at December 31st 2025 of PLN 5,306,700 thousand;
5) the separate statement of cash flows for the period from January 1st 2025 to December 31st 2025, showing cash and cash equivalents at the end of the period of PLN 12,660 thousand;
6) notes to the separate financial statements.
Section 2
Pursuant to Art. 393.1) and Art. 395.2.1) of the Commercial Companies Code, the separate financial statements and the Directors' Report on the Company's operations in a financial year are subject to review and approval by the Company's Annual General Meeting.
The separate financial statements of KRUK S.A. for the financial year ended December 31st 2025 were favourably assessed by the Company's Supervisory Board by Resolution No. 6/2026 of March 10th 2026. In the resolution, the Supervisory Board also recommended and moved that the General Meeting approve the financial statements.
Draft /4/ concerning item 8) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
concerning: approval of the consolidated financial statements of the KRUK Group for the financial year ended December 31st 2025.
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 2025, the Annual General Meeting resolves as follows:
After due consideration, the Annual General Meeting of KRUK S.A. approves the consolidated financial statements of the KRUK Group for the financial year 2025, comprising:
1) the consolidated statement of financial position, showing total assets and total equity and liabilities of PLN 13,032,173 thousand;
2) the consolidated statement of profit or loss, showing net profit for the reporting period of PLN 1,085,641 thousand;
3) the consolidated statement of comprehensive income, showing total comprehensive income for the reporting period of PLN 1,095,472 thousand;
4) the consolidated statement of changes in equity for the period from January 1st 2025 to December 31st 2025, showing total equity as at December 31st 2025 of PLN 5,326,464 thousand;
5) the consolidated statement of cash flows for the period from January 1st 2025 to December 31st 2025, showing cash and cash equivalents at the end of the period of PLN 212,629 thousand;
6) notes to the consolidated financial statements.
Pursuant to Art. 395.5 of the Commercial Companies Code, the business of the Annual General Meeting may also include consideration and approval of the financial statements of a group within the meaning of accounting regulations.
The consolidated financial statements of the KRUK Group for the financial year ended December 31st 2025 were favourably assessed by the Company's Supervisory Board by Resolution No. 7/2026 of March 10th 2026. In the resolution, the Supervisory Board also recommended and moved that the General Meeting approve the financial statements.
Draft /5/ concerning item 9) of the agenda
concerning: approval of the Directors' report on the operations of KRUK Group and KRUK S.A. in 2025.
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 2025, the Annual General Meeting of KRUK S.A. hereby resolves as follows:
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 2025.
The Directors' report on the operations of KRUK Group and KRUK S.A. in 2025 was favourably assessed by the Company's Supervisory Board by Resolution No. 8/2026 of March 10th 2026. In the resolution, the Supervisory Board also recommended and moved that the General Meeting approve the Directors' Report.
Draft /6/ concerning item 10) of the agenda
concerning: allocation of KRUK S.A.’s net profit for 2025 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:
Considering the Management Board’s recommendation on allocation of the Company’s net profit for 2025 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 2025, of PLN 1,096,142,015.29 (in words: one billion ninety-six million one hundred and forty-two thousand and fifteen and 29/100), as follows:
- to allocate the sum of PLN 390,867,800.00 (three hundred and ninety million, eight hundred and sixty-seven thousand, eight hundred) for the payment of a dividend to the Company’s shareholders in the amount of PLN 20.00 per share;
- transfer the remaining to statutory reserve funds.
The record date for determining the list of shareholders entitled to receive a dividend for the financial year ending on 31 December 2025 is hereby set as 1 June 2026. The dividend payment date is hereby set as 3 June 2026.
Section 3
On 16 January 2025, KRUK S.A. adopted a Dividend Policy for the period from the financial year beginning on 1 January 2025 to the financial year ending on 31 December 2029, as announced by the Company in Current Report No. 6/2025. According to the Dividend Policy, the Management Board is expected to recommend a dividend payment amounting to 30% or more of the KRUK Group’s consolidated net profit for a previous financial year, attributable to shareholders of the parent. In view of the Company’s current financial and liquidity position, investment plans and growth prospects, the Management Board put forward a proposal on the allocation of profit for the period from 1 January to 31 December 2025, which was endorsed by the Supervisory Board in Resolution No. 19/2026 of 13 April 2026. In the opinion of the Management Board, the proposed profit allocation is generally consistent with the Dividend Policy, while furthering the interests of shareholders through dividend payment.
Draft /7/ concerning item 11a) of the agenda
concerning: granting liability discharge to the President of the Management Board of KRUK S.A. for 2025.
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:
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 2025, i.e. from January 1st to December 31st 2025.
By Resolution No. 13/2026 of March 10th 2026, the Supervisory Board moved that the General Meeting grant liability discharge to Mr Piotr Krupa as President of the Management Board in the financial year 2025.
Draft /8/ concerning item 11a) of the agenda
concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2025.
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:
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 2025, i.e. from January 1st to December 31st 2025.
By Resolution No. 14/2026 of March 10th 2026, the Supervisory Board moved that the General Meeting grant liability discharge to Mr Piotr Kowalewski as Member of the Management Board in the financial year 2025.
Draft /9/ concerning item 11a) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
concerning: granting liability discharge to the Member of the Management Board of KRUK S.A. for 2025.
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 2025, i.e. from January 1st to December 31st 2025.
STATEMENT OF REASONS:
By Resolution No. 15/2026 of March 10th 2026, the Supervisory Board moved that the General Meeting grant liability discharge to Mr Adam Łodygowski as Member of the Management Board in the financial year 2025.
Draft /10/ concerning item 11a) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
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 2025, i.e. from January 1st to December 31st 2025.
STATEMENT OF REASONS:
By Resolution No. 16/2026 of March 10th 2026, the Supervisory Board moved that the General Meeting grant liability discharge to Ms Urszula Okarma as Member of the Management Board in the financial year 2025.
Draft /11/ concerning item 11a) of the agenda
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 2025, i.e. from January 1st to December 31st 2025.
By Resolution No. 17/2026 of March 10th 2026, the Supervisory Board moved that the General Meeting grant liability discharge to Mr Michał Zasępa as Member of the Management Board in the financial year 2025.
Draft /12/ concerning item 11b) of the agenda
concerning: granting discharge to the Chair of the Supervisory Board of KRUK S.A. for 2025.
The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Ewa Radkowska-Świętoń, Chair of the Supervisory Board, for the period of her holding the office in the financial year 2025, i.e. from January 1st to December 31st 2025.
STATEMENT OF REASONS:
In accordance with Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, grant of liability discharge to members of the Company's governing bodies requires a resolution by the Annual General Meeting.
Draft /13/ concerning item 11b) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
concerning: granting liability discharge to the Vice Chair of the Supervisory Board of KRUK S.A. for 2025.
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 2025, i.e. from January 1st to December 31st 2025.
Section 2
STATEMENT OF REASONS:
In accordance with Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, grant of liability discharge to members of the Company's governing bodies requires a resolution by the Annual General Meeting.
Draft /14/ concerning item 11b) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated May 26th, 2026
concerning: granting liability discharge to the Member of the Supervisory Board of KRUK S.A. for 2025.
Section 1
The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Dominika Bettman, Member of the Supervisory Board, for the period of her holding the office in the financial year 2025, i.e. from January 30th to December 31st 2025.
Section 2
STATEMENT OF REASONS:
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Draft /15/ concerning item 11b) of the agenda
concerning: granting discharge to the Member of the Supervisory Board of KRUK S.A. for 2025.
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 2025, i.e. from January 1st to December 31st 2025.
Section 2
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Draft /16/ concerning item 11b) of the agenda
concerning: granting discharge to the Member of the Supervisory Board of KRUK S.A. for 2025.
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 her holding the office in the financial year 2025, i.e. from January 1st to December 31st 2025.
Section 2
16
Draft /17/ concerning item 11b) of the agenda
The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Mr Piotr Stepniak, Member of the Supervisory Board, for the period of his holding the office in the financial year 2025, i.e. from January 1st to December 31st 2025.
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Draft /18/ concerning item 11b) of the agenda
concerning: granting liability discharge to the Member of the Supervisory Board of KRUK S.A. for 2025.
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 2025, i.e. from January 1st to December 31st 2025.
18
Draft /19/ concerning item 11b) of the agenda
The Annual General Meeting of KRUK S.A. hereby grants liability discharge to Ms Beata Stelmach, Member of the Supervisory Board, for the period of her holding the office in the financial year 2025, i.e. from January 1st to January 29th 2025.
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Draft /20/ concerning item 12) of the agenda
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 2025.
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.2025.2554., as amended), the Annual General Meeting resolves as follows:
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 2025, attached as an Appendix hereto.
Pursuant to Art. 90g.1 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.2025.2554, as amended), the supervisory board of a company shall prepare annual remuneration reports providing a comprehensive overview of remuneration, including all benefits, in whatever form, received by or due to individual management board and supervisory board members in the previous financial year in accordance with the remuneration policy and the general meeting shall adopt a resolution on giving an opinion on the remuneration report.
The Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2025 was adopted by resolution no 12/2026 of the KRUK S.A. Supervisory Board dated March 10th 2026 and assessed by the auditor as regards the inclusion therein of the information required under Art. 90g.1–5 and Art. 90g.8 of the Act.
In accordance with the guidelines on assurance engagements of auditors with respect to assessment of reports on remuneration of members of management and supervisory boards of public companies, as issued by the National Council of Statutory Auditors, the Supervisory Board submitted to the auditor a statement signed by all members of the Supervisory Board, which:
- confirms their responsibility for the remuneration report, including the completeness of the information contained therein as required by applicable laws and regulations and for the design, implementation and maintenance of a relevant internal control system,
- confirms the completeness of the information contained in the remuneration report as required by applicable laws and regulations,
- confirms that the auditor has been provided with all relevant information, clarifications, data and documents that the auditor has requested and that are necessary to carry out the assurance engagement. The Resolution of the General Meeting is of advisory nature.
Draft 21 concerning item 13) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated 26 May 2026
to determine the number of Supervisory Board members for the next term
Acting pursuant to Article 385(1) of the Commercial Companies Code and Article 11.1 and 11.2 of the Articles of Association of KRUK S.A., the Annual General Meeting of KRUK S.A. hereby resolves as follows:
The Annual General Meeting hereby resolves that the Supervisory Board of the next term shall be composed of seven members.
In accordance with Article 11.2 of the Company's Articles of Association, the number of Supervisory Board members is determined for each term by the General Meeting.
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Draft 22 concerning item 14) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated 26 May 2026
to appoint Supervisory Board members for the new term
Acting pursuant to Article 385(1) of the Commercial Companies Code and Article 11.2 of the Articles of Association of KRUK S.A., the Annual General Meeting of KRUK S.A. hereby resolves as follows:
Acting pursuant to the Suitability Policy for the Management Board and the Supervisory Board of KRUK S.A., taking into account the Competency profile for members of the Supervisory Board of KRUK S.A., and having considered and compared the qualifications of the nominated candidates, the Annual General Meeting of KRUK S.A. hereby appoints, with effect from 26 May 2026, the following members to the Supervisory Board of KRUK S.A. of the new term: ...
In accordance with Article 11.2 of the Company's Articles of Association, powers vested in the General Meeting include the appointment of Supervisory Board members. The General Meeting needs to resolve to appoint a new Supervisory Board in view of the expiry of the three-year term of the existing Supervisory Board, appointed for three full financial years, as determined in accordance with Article 369(1) and 369(4) in conjunction with Article 386(2) of the Commercial Companies Code. As prescribed by the Best Practice for WSE Listed Companies, information on candidates nominated to the Supervisory Board will be published on the Company's website in the Investor Relations/General Meeting section (https://pl.kruk.eu/relacje-inwestorskie/o-spolce/archiwalne-walne-zgromadzenia/zwyczajne-walne-zgromadzenie-kruk-s-a). Pursuant to the Suitability Policy for the Management Board and the Supervisory Board of KRUK S.A. adopted by the Company and published on the corporate website (https://pl.kruk.eu/relacje-inwestorskie/rownowaga-plci-w-kruk-s-a), as well as the Competency profile for members of the Supervisory Board of KRUK S.A. adopted by the Supervisory Board and published on the corporate website (https://pl.kruk.eu/relacje-inwestorskie/o-spolce/rada-nadzorcza-i-komitety), each candidate for, and member of, the Supervisory Board should act in accordance with the KRUK Group's core values of respect, accountability, cooperation, development, and simplicity. A suitable candidate for member of the Supervisory Board acts with honesty and integrity, has an unblemished record and is deemed to be of good repute in connection with the functions held. Suitability also means possessing the knowledge, skills and experience adequate to the scope of the assigned functions and duties, especially with regard to the Company's business activities and risks involved. Suitability further entails the ability to commit sufficient time to the performance of duties.
When exercising its powers to appoint a member of the Supervisory Board from among the nominated candidates, the General Meeting must be guided in particular by whether the candidates, as well as the Supervisory Board as a whole, meet the suitability criteria, namely:
a) adequate type and sufficient level of knowledge, skills and professional experience, as well as command of the Polish and English languages;
b) guarantee of the proper fulfilment of duties;
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c) ability to commit a sufficient amount of time;
d) combination of positions and functions held;
e) independence criteria applicable to members;
f) gender representation.
In appointing members of the Supervisory Board, Shareholders must consider the Company's obligation to ensure that an appropriate number of independent members are included in the composition of this body, who meet the independence criteria applicable to a member of the Supervisory Board's audit committee, as defined in laws of general applications and best market practice.
23
Draft 23 concerning item 15) of the agenda
Resolution No. .../2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated 26 May 2026
to determine the rules of remunerating Supervisory Board members
Acting pursuant to Article 392(1) of the Commercial Companies Code and Article 12.3 of the Articles of Association of KRUK S.A., the Annual General Meeting of KRUK S.A. hereby resolves as follows:
- Each member of the Supervisory Board shall receive a gross monthly remuneration of PLN 17,869.96 (seventeen thousand, eight hundred and sixty-nine złoty, 96/100), subject to Section 1.2 and 1.3. The amount is equivalent to double the average monthly salary in the enterprise sector in 2025, as per the relevant announcement by the Statistics Poland of 22 January 2026.
- In addition, the Chair of the Supervisory Board shall receive, while serving in that position, an additional monthly remuneration equal to 100% of the gross remuneration referred to in Section 1.1,
-
and the Chair of the Audit Committee shall receive, while serving in that position, an additional monthly remuneration equal to 50% of the gross remuneration referred to in Section 1.1.
-
The remuneration referred to in Section 1 shall be paid to the Supervisory Board members in arrears, by the 10th day of each month following the month for which such remuneration is due.
- The remuneration referred to in Section 1 shall be annually adjusted from 1 June starting from 2027 onwards, so it is equivalent to double the average monthly salary in the enterprise sector in the previous year, as per the relevant announcement by the Statistics Poland published in the Official Journal of the Statistics Poland. The adjustment of the remuneration amount described in this Section shall not require a resolution of the General Meeting.
Section 3
The Company shall bear the costs of performing the duties by a Supervisory Board member, including reasonable costs of travel.
Section 4
- The remuneration referred to in Section 1 and reimbursement of the costs referred to in Section 3 shall be payable to Supervisory Board members for each month, starting from the month of their appointment to the Supervisory Board.
- A member who served on the Supervisory Board for less than a full month shall be remunerated in proportion to the time of his or her service during that month.
Section 5
STATEMENT OF REASONS
In accordance with Article 12.3 of the Company's Articles of Association in conjunction with Article 392(1) of the Commercial Companies Code, the amount of remuneration for Supervisory Board members is set by the General Meeting.
The recommended amount is the equivalent of double the average monthly salary in the enterprise sector in 2025, as per the announcement of the Statistics Poland of 22 January 2026.
The mechanism to review and adjust the amount of remuneration for Supervisory Board members as provided for in the proposed Section 2.2 is intended to ensure that the real value of the remuneration is maintained.
Given the key roles played by Chair of the Supervisory Board and Chair of the Audit Committee, it is justified to grant them additional remuneration at a level that reflects the required effort and involvement in performing their duties.
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Draft 24 concerning item 16) of the agenda
to amend the Articles of Association of KRUK Spółka Akcyjna of Wrocław
Acting pursuant to Article 430(1) of the Commercial Companies Code, Section 2 of the Regulation of the Council of Ministers on the Polish Classification of Business Activities (PKD) of 18 December 2024 in conjunction with Article 40(2) of the Act on Public Statistics of 29 June 1995, and Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Oversight, the Annual General Meeting hereby resolves as follows:
The Company's Articles of Association shall be amended in such a way that
- Article 2.1, which has read as follows:
"ARTICLE 2
- The Company's business activities shall include:
1) (PKD 58.14.Z) Publishing of journals and periodicals,
2) (PKD 64.19.Z) Other monetary intermediation,
3) (PKD 66.19.Z) Other activities auxiliary to financial services, except insurance and pension funding,
4) (PKD 62.01.Z) Computer programming activities,
5) (PKD 63.11.Z) Data processing, hosting and related activities,
6) (PKD 62.09.Z) Other information technology and computer service activities,
7) (PKD 80.30.Z) Investigation activities,
8) (PKD 82.91.Z) Activities of collection agencies and credit bureaus,
9) (PKD 64.99.Z) Other financial service activities, except insurance and pension funding n.e.c., including debt trading and management,
10) (PKD 64.92.Z) Other credit granting,
11) (PKD 18.13.Z) Pre-press and pre-media services,
12) (PKD 18.12.Z) Other printing,
13) (PKD 82.20.Z) Activities of call centres,
14) (PKD 68.10.Z) Buying and selling of own real estate,
15) (PKD 47.99.Z) Other retail sale not in stores, stalls or markets,
16) (PKD 47.91.Z) Retail sale via mail order houses or via Internet,
17) (PKD 45.11.Z) Wholesale and retail sale of cars and light motor vehicles,
18) (PKD 45.19.Z) Wholesale and retail sale of other motor vehicles, except motorcycles,
19) (PKD 69.20.Z) Accounting and bookkeeping activities, tax consultancy."
shall be amended to read as follows:
"ARTICLE 2
1) (PKD 58.13.Z) Publishing of journals and periodicals,
2) (PKD 64.19.Z) Other monetary intermediation,
3) (PKD 66.19.Z) Other activities auxiliary to financial services, except insurance and pension funding,
4) (PKD 66.30.Z) Fund management activities,
5) (PKD 62.10.B) Other computer programming activities,
6) (PKD 60.39.Z) Other content distribution activities,
7) (PKD 63.10.A) Colocation centre and cloud computing activities,
8) (PKD 63.10.B) DNS service activities,
9) (PKD 63.10.C) Content delivery network activities,
10) (PKD 63.10.D) Other computing infrastructure, data processing, hosting and related activities,
11) (PKD 62.90.Z) Other information technology and computer service activities,
12) (PKD 80.01.Z) Investigation and private security activities,
13) (PKD 82.91.Z) Activities of collection agencies and credit bureaus,
14) (PKD 64.22.Z) Activities of financing companies,
15) (PKD 64.92.B) Other credit granting n.e.c.,
16) (PKD 64.99.Z) Other financial service activities n.e.c., except insurance and pension funding,
17) (PKD 64.92.B) Other credit granting n.e.c.,
18) (PKD 18.13.Z) Pre-press and pre-media services,
19) (PKD 18.12.Z) Other printing,
20) (PKD 82.20.Z) Activities of call centres,
21) (PKD 68.11.Z) Buying and selling of own real estate,
22) (PKD 47.12.Z) Other retail sale in non-specialised stores,
23) (PKD 47.40.Z) Retail sale of information and communication tools,
24) (PKD 47.55.Z) Retail sale of furniture, lighting equipment, tableware and other household articles,
25) (PKD 47.78.Z) Other retail sale of new goods in specialised stores,
26) (PKD 47.79.C) Retail sale of second-hand goods in stores,
27) (PKD 60.39.Z) Other content distribution activities,
28) (PKD 47.81.Z) Retail sale of motor vehicles, except motorcycles,
29) (PKD 69.20.A) Accounting, bookkeeping and auditing activities,
30) (PKD 77.11.Z) Rental and leasing of cars and light motor vehicles, including motorcycles.
- Article 11.12, which has read as follows:
"Article 11
- Candidates to the Supervisory Board or members of the Supervisory Board appointed in accordance with Article 11.5 above should submit to the Company, promptly after appointment, a written statement to the effect that they meet the independence criteria under Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Oversight of 11 May 2017 (Dz.U. of 2020, item 1415, as amended) and advise the Company promptly if their status changes during the Supervisory Board's term of office.
A member of the Supervisory Board shall be deemed to be independent if they meet all of the following criteria:
they are not, nor have been within the last five years counting from the date of their appointment, members of the senior management, including the management board or any other governing body, of the Company or any affiliate thereof;
a) they are not, nor have been within the last three years counting from the date of their appointment, employees of the Company or any affiliate thereof, except where a member of the supervisory board is an employee who is not a member of the Company's senior management and who was elected to the supervisory board or another supervisory or control body of the Company as a representative of its employees;
b) they do not have control over the Company within the meaning of Article 3(1)(37)a-e of the Accounting Act of 29 September 1994 (consolidated text: Dz.U. of 2021, item 217, as amended), nor represent any persons or entities having control over the Company;
c) they do not receive, nor have received, any additional significant remuneration from the Company or from any affiliate thereof, except the remuneration paid to members of the Supervisory Board or of any other supervisory or control body, including the Audit Committee;
d) they do not maintain, nor have maintained within the last year counting from the date of their appointment, any material economic relations with the Company or any affiliate thereof directly or as owners, partners, shareholders, members of the supervisory board or of any other supervisory or control body, or members of the senior management, including the management board or any other governing body, of an entity maintaining such relations;
e) they are not, nor have been within the last two years counting from the date of their appointment:
i. owners, partners (including general partners) or shareholders of the current or previous audit firm engaged to audit the financial statements of the Company or of any affiliate thereof; or
ii. members of the supervisory board or of any other supervisory or control body of the current or previous audit firm engaged to audit the financial statements of the Company; or
iii. employees or members of the senior management, including the management board or any other governing body, of the current or previous audit firm engaged to audit the financial statements of the Company or of any affiliate thereof; or
iv. any other natural person engaged to provide services or supervised by the current or previous audit firm or by a statutory auditor acting on behalf of the firm;
f) they are not members of the management board or any other governing body of an entity whose supervisory board or any other supervisory or control body includes a member of the Management Board of the Company;
g) they have not been members of the Supervisory Board of the Company for more than 12 years;
h) they are not married to, do not cohabit with, and are not related by blood or affinity in the direct line or in the collateral line up to the fourth degree to a member of the Management Board of the Company or a person referred to in Article 11.12(a)-(h);
i) they do not remain in a relationship of adoption, care or guardianship with a member of the Management Board of the Company or with a person referred to in Article 11.12(a)-(h). --
shall be amended as follows:
a. in Article 11.12, the second sentence shall be extracted to a new section 13 and the existing sections 13 to 16 shall be renumbered as 14 to 17, and
b. in the newly extracted section 13, the second part of the existing first sentence up to point (a) shall be extracted, and the existing points (a) to (i) shall be renumbered as (b) to (j),
c. in the new section 13, the wording of point (f) (existing point (e)) shall be amended as per Article 129 of the Act on Statutory Auditors, Audit Firms and Public Oversight,
and Article 11.12 and 11.13 shall read as follows:
"Article 11
-
Candidates to the Supervisory Board or members of the Supervisory Board appointed in accordance with Article 11.5 above should submit to the Company, promptly after appointment, a written statement to the effect that they meet the independence criteria under Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Oversight of 11 May 2017 (Dz.U. of 2020, item 1415, as amended) and advise the Company promptly if their status changes during the Supervisory Board's term of office.
-
A member of the Supervisory Board shall be deemed to be independent if they meet all of the following criteria:
a) they are not, nor have been within the last five years counting from the date of their appointment, members of the senior management, including the management board or any other governing body, of the Company or any affiliate thereof;
b) they are not, nor have been within the last three years counting from the date of their appointment, employees of the Company or any affiliate thereof, except where a member of the supervisory board is an employee who is not a member of the Company's senior management and who was elected to the supervisory board or another supervisory or control body of the Company as a representative of its employees;
c) they do not have control over the Company within the meaning of Article 3(1)(37)a-e of the Accounting Act of 29 September 1994 (consolidated text: Dz.U. of 2021, item 217, as amended), nor represent any persons or entities having control over the Company;
d) they do not receive, nor have received, any additional significant remuneration from the Company or from any affiliate thereof, except the remuneration paid to members of the Supervisory Board or of any other supervisory or control body, including the Audit Committee;
e) they do not maintain, nor have maintained within the last year counting from the date of their appointment, any material economic relations with the Company or any affiliate thereof directly or as owners, partners, shareholders, members of the supervisory board or of any other supervisory or control body, or members of the senior management, including the management board or any other governing body, of an entity maintaining such relations;
f) they are not, nor have been within the last two years counting from the date of their appointment:
i. owners, partners (including general partners) or shareholders of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for the Company or of any affiliate thereof; or
ii. members of the supervisory board or of any other supervisory or control body of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for the Company; or
iii. employees or members of the senior management, including the management board or any other governing body, of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for the Company or of any affiliate thereof; or
iv. any other natural person engaged to provide services or supervised by the current or previous audit firm or by a statutory auditor acting on behalf of the firm; ---
g) they are not members of the management board or any other governing body of an entity whose supervisory board or any other supervisory or control body includes a member of the Management Board of the Company;
h) they have not been members of the Supervisory Board of the Company for more than 12 years;
i) they are not married to, do not cohabit with, and are not related by blood or affinity in the direct line or in the collateral line up to the fourth degree to a member of the Management Board of the Company or a person referred to in Article 11.12(a)-(h);
j) they do not remain in a relationship of adoption, care or guardianship with a member of the Management Board of the Company or with a person referred to in Article 11.12(a)-(h).
The amendments to the Articles of Association introduced by Section 1 of this Resolution shall take effect as of the date of the entry in the Register of Businesses of the National Court Register of the amendments to the Articles of Association adopted under this Resolution.
On 1 January 2025, the Regulation of the Council of Ministers on the Polish Classification of Business Activities (PKD) came into force, establishing the Polish Classification of Business Activities 2025 (PKD 2025), which replaced the previously effective Polish Classification of Business Activities 2007 (PKD 2007). In order to correctly reflect the actual scope of the Company's business activities and avoid misclassification through an ex officio change, the Management Board recommends that the Company update on its own the list of business activities based on PKD 2025. The revised list of the Company's business activities has been prepared based on the available PKD 2007 to PKD 2025 correspondence tables. As the scope the Company's business activities is specified in Article 2 of its Articles of Association, the revision of the list to bring it into alignment with PKD 2025 requires relevant amendments to the Articles of Association.
The amendments to the Articles of Association referred to in Section 1.2 of the draft resolution reflect amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Oversight, and certain other acts pertaining to sustainability reporting. With respect to the independence criteria applicable to candidates to and members of the Supervisory Board, the added provisions relate to links with the auditor engaged to provide sustainability reporting assurance. The other amendments are intended to rearrange the text.
In accordance with Article 19.1.6 of the Company's Articles of Association, powers vested in the General Meeting include making amendments to the Articles of Association.
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Draft 25 concerning item 17) of the agenda
to adopt the consolidated text of the Articles of Association of KRUK S.A. of Wrocław.
Acting pursuant to Article 398 of the Commercial Companies Code, the Annual General Meeting resolves as follows:
With reference to the amendments to the Articles of Association passed by the Annual General Meeting on 26 May 2026 (Resolution No. .../2026), the consolidated text of the Articles of Association, attached as an appendix hereto, is hereby adopted.
The consolidated text of the Articles of Association as referred to in Section 1 shall be effective as of the date of registration of the amendments introduced by Resolution No. .../2026 of 26 May 2026 by the registry court.
In view of the amendments made to the Articles of Association of KRUK S.A., it is recommended that the consolidated text of the Articles of Association be adopted.
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Draft 26 concerning item 18) of the agenda
to amend the Rules of Procedure for the Supervisory Board of KRUK S.A. of Wrocław and draw up the consolidated text of the Rules of Procedure
Acting pursuant to Article 129(3) and Article 130(1) of the Act on Statutory Auditors, Audit Firms and Public Oversight, and Article 19.1.10) of the Company’s Articles of Association, the Annual General Meeting resolves as follows:
The Rules of Procedure for the Supervisory Board shall be amended in such a way that
- Section 2.13.f) shall read as follows:
“f) they are not, nor have been within the last two years counting from the date of their appointment:
- Section 4.3 shall read as follows:
“3. The Audit Committee’s responsibilities shall include in particular:
1) monitoring of:
a) the financial reporting process, and the sustainability reporting or Group-wide sustainability reporting process;
b) the effectiveness of the internal control, risk management, compliance and internal audit systems in place, including effectiveness of the financial reporting process and the sustainability reporting or Group-wide sustainability reporting process,
c) performance of financial audit tasks, including the audit of financial statements and sustainability assurance engagement performed by an audit firm, with account taken of all conclusions and findings from an inspection of the audit firm by the Polish Agency for Audit Oversight;
d) the effectiveness of the whistleblowing system or other mechanisms for reporting misconduct;”
2) reviewing and monitoring of the independence of the statutory auditor and the audit firm, in particular when the audit firm provides the Company with non-audit and non-assurance services;
3) informing the Supervisory Board, or other supervisory or control body of the Company, of the audit or sustainability reporting assurance findings and explaining how the audit or assurance contributed to the reliability of financial reporting, sustainability reporting or Group-wide sustainability reporting at the Company, and what was the Audit Committee's role in the audit or assurance process, as appropriate;
4) assessing the independence of the statutory auditor and giving consent to the provision by the auditor of permitted non-audit services to the Company;
5) developing a policy for selecting an audit firm to conduct the audit of financial statements and a policy for selecting an audit firm to provide assurance on sustainability reporting or Group-wide sustainability reporting;
6) developing a policy for the provision of permitted non-audit and non-assurance services by the audit firm performing the audit or sustainability reporting assurance engagement, entities related to the audit firm or a member of the audit firm's network;
7) determining the procedure for selecting an audit firm by the Company;
8) presenting, to the Supervisory Board or other supervisory or control body, or to the authority referred to in Article 66(4) of the Accounting Act of 29 September 1994, the recommendation referred to in Article 16(2) of Regulation No. 537/2014, in accordance with the policies referred to in items 5 and 6 above;
9) submitting recommendations to ensure the integrity of financial reporting and sustainability reporting or Group-wide sustainability reporting at the Company;
10) assessing the quality of the internal audit function and reviewing the annual audit plan;
11) performing other tasks justified by the need for effective oversight as assigned by the Supervisory Board.
The Annual General Meeting hereby adopts the consolidated text of the Rules of Procedure for the Supervisory Board of KRUK S.A., reading as set out in Appendix 1 to this Resolution, incorporating the changes specified in Section 1 of this Resolution.
The proposed amendments to the Rules of Procedure for the Supervisory Board reflect amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Oversight, and certain other acts pertaining to sustainability reporting, as well as proposed amendments to the Company's Articles of Association. The amendments are intended to rearrange and clarify the text. With respect to the independence criteria applicable to candidates to and members of the Supervisory Board, the added provisions relate to links with the auditor engaged to provide sustainability reporting assurance. Additionally, further details have been added to the description of the Audit Committee's responsibilities to clarify that they include responsibilities arising from sustainability reporting assurance, as well as the whistleblowing system and internal audit system in place at the Company.
In view of the foregoing, it is reasonable to amend the Rules of Procedure for the Supervisory Board as proposed above. In accordance with Article 19.1.10) of the Company's Articles of Association, the Rules of Procedure for the Supervisory Board are adopted or amended by the General Meeting.
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