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Kruk S.A. AGM Information 2026

Jun 3, 2026

5678_rns_2026-06-03_7c12aba0-cfac-4525-b447-6abb989b55ac.pdf

AGM Information

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Resolution No. 29/2026
of the Annual General Meeting of KRUK S.A.
of Wrocław, dated 26 May 2026

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:

Section 1

The Company's Articles of Association shall be amended in such a way that

  1. Article 2.1, which has read as follows:

"ARTICLE 2

  1. 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.

  1. Article 11.12, which has read as follows:

"Article 11

  1. 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

  1. 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.

  2. 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).---

Section 2

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.