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Kruk S.A. Board/Management Information 2016

May 9, 2016

5678_rns_2016-05-09_6fc58128-13bd-427b-a085-0a7438c18644.html

Board/Management Information

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Current Report No. 39/2016

Date of the report: May 9th 2016

Subject: Appointment of Supervisory Members

Legal basis: Art. 56.1.2 of the Public Offering Act – Current andperiodic information

Text of the report:

The Management Board of KRUK S.A. (the “Company”) announces that on May9th 2016 the Annual General Meeting of KRUK S.A. appointed, with effectas of the same date, the following persons to serve on the CompanySupervisory Board: Katarzyna Beuch, Tomasz Bieske, Robert Koński,Arkadiusz Jastrzębski and Józef Wancer.

Below are presented the biographical notes of the new Supervisory Boardmembers.

Katarzyna Beuch

Katarzyna Beuch graduated from the Faculty of Management and IT Studiesof the Wrocław University of Economics. She also completed apostgraduate USAID programme for Polish bankers on assets andliabilities management and banking risk. In 2000, she was awarded adiploma of the Association of Chartered Certified Accountants (ACCA).Her professional career began in 1993 at the Department of Assets andLiabilities Management of Bank Zachodni S.A. in Wrocław. In 1996− 2006,Katarzyna Beuch worked at the Audit Department of Ernst & Young AuditSp. o.o., where she progressed from the position of assistant to sectionmanager and then manager. She dealt with audits of financial reports,due diligence projects and accountancy consulting at financialinstitutions, such as banks, leasing and insurance companies, pensionand investment funds, and non-financial enterprises. From 2006 to 2012,she was with Getin Holding S.A., where she was a member of theManagement Board and CFO (October 2009 - September 2012), and beforethat a Deputy CFO and commercial proxy of the company. Since September2014, she has served as Head of the Accounting Department at SantanderConsumer Bank. As a member of the Supervisory Board, Katarzyna Beuchmeets the independence criteria set out in Principle II.Z.4 of BestPractice of GPW Listed Companies 2016.

Tomasz Bieske

Tomasz Bieske graduated from the Faculty of Economics of the Universityof Cologne in Germany. For six years, he worked at the Dresdner Bank’shead office in Frankfurt. After he returned to Poland in 1990, TomaszBieske co-founded Artur Andresen in Poland and served as head of theFinancial Markets Group, where he was responsible for dealings withclients from the financial sector. When Andersen was merged with Ernst &Young, he assumed the position of head of the Financial Markets, Auditand Business Advisory Group of the combined firm. He has been involvedin a majority of high-profile projects executed in the Polish financialservices sector. The projects included planning of the public offeringsof PKO BP S.A. and Kredyt Bank S.A., auditing the financial statementsof the National Bank of Poland, PKO S.A. and Getin Holding, anddeveloping a concept for the privatisation of the Warsaw Stock Exchange.Tomasz Bieske also contributed to the development of a strategy for BankPocztowy and of a plan of operational changes for the Ministry ofFinance. He was engaged in transactions to sell NPL portfolios, as wellas in share valuations of private banks in Poland, and in a number ofdue diligence processes ordered by foreign investors. Since 2011, TomaszBieske has been part of a team working on changes to laws and businessregulations governing the cooperative banking sector (EU Directive IV,proposed changes to Polish laws, co-operation with the Polish Ministryof Finance and the Polish Financial Supervision Authority). He has alsoestablished closed cooperation with the Polish Bank Association and theNational Association of Cooperative Banks. He is a Polish charteredauditor, and the author of many publications on the banking sector andfinancial markets. In 2011, he was presented with a gold medal from thePolish Bank Assiciation for his contribution to the development ofbanking in Poland in 1991–2011. Until June 30th 2013, he worked forErnst & Young. Tomasz Bieske is a member of the supervisory boards ofKRUK S.A. Altus TFI S.A. and Prime Car Management S.A., as well aschairman of the supervisory board of FM Bank PBP.

Robert Koński

Robert Koński graduated from the John F. Kennedy School of Government(MPA), Harvard University and from Tufts University (BA) in the US.Since December 2013, he has been President of the Management Board andCEO of Rathdowney Resources Ltd., a Canadian exploration companydeveloping a concept to construct zinc and lead ore mines insouth-western Poland In 2012–2014, he was an advisor to the President ofthe Management Board of PGE Polska Grupa Energetyczna S.A. In 2008-2012,Mr Koński worked for Kulczyk Holding S.A., initially as a member of theManagement Board and Chief Operating Officer, and from July 2010 as anadvisor to the Management Board. Previously, he worked for six years forEuronet Worldwide, Inc., first as the head of Polish operations and thenas Regional Director. Earlier, Robert Koński held the position ofpartner at Horton International (an executive search company),consultant at Egon Zehnder International, and Fixed Income Manager at IBAustria Securities S.A. In 1990−1995, as an advisor to the Minister ofFinance (from Leszek Balcerowicz’s to Grzegorz Kołodko’s term), he wasinvolved in the transformation and restructuring of the Polish financialservices sector. He was also a member of the team that negotiated theagreement with the London Club. He is a member of the Board of theHarvard Club of Poland and serves on the Board of Trustees at theAmerican School of Warsaw. Mr Koński is a member of the shooting sectionof C.W.K.S. Legia Warszawa, a sports club.

Arkadiusz Orlin Jastrzębski

Arkadiusz Orlin Jastrzębski is a 1997 graduate of the Faculty of Financeand Banking at the Warsaw School of Economics (SGH), and of doctoralstudies on competitiveness at the Collegium of World Economy at theWarsaw School of Economics (SGH). He has been actively involved in thePolish capital market since 1995. Mr Jastrzębski was one of the firstinvestment advisors in Poland (licence No. 14). He is also a certifiedfinancial analyst (CFA, Association for Investment Management andResearch, USA) and a licensed SFA Securities Representative (UK). Hisextensive professional experience includes international work. Since1995, Mr Jastrzębski has held positions with investment banks (WestMerchant Bank in London), investment firms (Raiffeisen Poland, NFI),private equity funds (Innova Central Europe), venture capital funds andconsulting firms (Hexagon Capital Polska); he also worked as anentrepreneur (Red Point Sp. z o.o.) and served on supervisory boards oflisted companies (Forte S.A., Koelner S.A., Atlanta Poland S.A.,Polenergia S.A., Comp S.A., Integer.pl S.A., PayTel S.A.). MrJastrzębski is also experienced in investments on the capital, privateequity and real estate markets, strategic

Józef Wancer

Józef Wancer has a degree in economy from the City College of New Yorkand in management and interpersonal relations from Webster UniversityVienna. He worked for Citibank for 25 years, serving as Vice-Presidentand holding various management positions, including at the bank’sbranches in Japan, Austria, United Kingdom, and France. In early 1990s,Mr Wancer began working as a manager in Poland. As an independentconsultant, he was involved in the establishment of Citibank in Warsaw.In 1992, he was responsible for the organisation of BankRolno-Przemysłowy, and served as CEO of Legler Polonia from 1993 to1994. For four years (1991–1994), he was member of the Supervisory Boardof Powszechny Bank Kredytowy (PBK). In 1995–2000, Mr Wancer wasVice-President and then President of the Management Board of Centrobankof Warsaw. He was also President of the Bank BPH Management Board from2000 to 2010. In 2010–2013, he was an advisor to the Management Board ofDeloitte Polska, and in 2011–2013 – member of the Supervisory Board ofAlior Bank, where he served as President of the Management Board fromSeptember 2013 to August 31st 2015. Józef Wancer also held the followingpositions:

– Member of the Supervisory Board of KRUK S.A.,

– Member of the Supervisory Board and Chairman of the FinancialCommittee of the Auschwitz-Birkenau Foundation,

– Member of the Board of the American Chamber of Commerce in Poland,

– Member of the Board of Business Centre Club.

In recognition of his extraordinary achievements in the banking sectorduring Poland’s economic and political transformation, Józef Wancer wasawarded the Golden Cross of Merit and the Order of Polonia Restituta.

Following the decision of the Annual General Meeting to appoint theabove persons as Supervisory Board members and the submission ofrepresentations on the appointment of supervisory staff by theauthorised shareholder, referred to in Current Report No. 36/2016 of May4th 2016, the composition of the Supervisory Board of KRUK S.A. of thenew term of office is as follows:

1. Krzysztof Kawalec – Member of the Supervisory Board,

2. Józef Wancer – Member of the Supervisory Board,

3. Tomasz Bieske – Member of the Supervisory Board,

4. Piotr Stępniak – Member of the Supervisory Board,

5. Katarzyna Beuch − Member of the Supervisory Board

6. Robert Koński – Member of the Supervisory Board,

7. Arkadiusz Orlin Jastrzębski – Member of the Supervisory Board.

Based on the submitted representations, none of the persons specifiedabove is engaged in any activities competitive to the Company’s businessor is a partner in any competitive partnership under civil law oranother type of partnership, or a member of a governing body of anycompetitive company or other legal entity. Further, none of thesepersons is entered in the Register of Insolvent Debtors maintainedpursuant to the Act on the National Court Register.

Detailed legal basis: Par. 5.1.22 of the Regulation of the Minister ofFinance of February 19th 2009 on current and periodic information to bepublished by issuers of securities […].