Kruk S.A. — Board/Management Information 2022

May 5, 2022

Current Report No. 41/2022

Date: May 4th 2022

Subject: Registration of amendment to Articles of Association of KRUKS.A.

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 May4th 2022 it received a decision to register on April 29th 2022 by theDistrict Court for Wrocław-Fabryczna of Wrocław, 6th Commercial Divisionof the National Court Register, of an amendment to the Company'sArticles of Association made pursuant to Resolution No. 27/2022 andResolution No. 29/2022 of the Annual General Meeting of April 14th 2022.

Pursuant to the decision of April 29th 2022, an amendment to Art. 11-16of the Company's Articles of Association was registered with theNational Court Register. The amendment consisted in:

The Company's Articles of Association shall be amended as follows:

1. Art. 11.12, which has read as follows:

"12. A candidate member of the Supervisory Board or a member of theSupervisory Board appointed according to par. 3, par. 4 and par. 5 aboveshould declare to the Company in writing, promptly after his/herappointment, that he/she satisfies the independence criteria determinedin Annex 11 to the _quot;Commission Recommendation of 15 February 2005 on therole of non-executive or supervisory directors of listed companies andon the committees of the (supervisory) board_quot; and promptly inform theCompany if the situation changes during the term of office."

shall be amended to read as follows:

"12. Candidates to the Supervisory Board or members of the SupervisoryBoard appointed in accordance with Art. 11.5 above should submit to theCompany, promptly after appointment, a written statement to the effectthat they meet the independence criteria under Art. 129.3 of the Act onStatutory Auditors, Audit Firms and Public Oversight of May 11th 2017(Dz.U. of 2020, item 1415, as amended) and advise the Company promptlyif their status changes during the Supervisory Board's term of office.

A member of the Supervisory Board shall be deemed to be independent ifthey meet all of the following criteria:

a) they are not, nor have been in the period of the last five yearssince the date of their appointment, members of the senior management,including the management board or any other governing body, of theCompany or any affiliate thereof;

b) they are not, nor have been in the period of the last three yearssince the date of their appointment, employees of the Company or anyaffiliate thereof, except where a member of the supervisory board is anemployee who is not a member of the Company_#8216;s senior management and whowas elected to the supervisory board or another supervisory or controlbody of the Company as a representative of its employees;

c) they do not have control over the Company within the meaning of Art.3.1.37.a-e of the Accounting Act of September 29th 1994 (consolidatedtext: Dz.U. of 2021, item 217, as amended), nor represent any persons orentities having control over the Company;

d) they do not receive, nor have received, any additional significantremuneration from the Company or from any affiliate thereof, except theremuneration paid to members of the Supervisory Board or of any othersupervisory or control body, including the Audit Committee;

e) they do not maintain, nor have maintained over the last year sincethe date of their appointment, any material economic relations with theCompany or any affiliate thereof directly or as owners, partners,shareholders, members of the supervisory board or of any othersupervisory or control body, or members of the senior management,including the management board or any other governing body, of an entitymaintaining such relations;

f) they are not, nor have been in the period of the last two years sincethe date of their appointment:

i. owners, partners (including general partners) or shareholders of thecurrent or previous audit firm that audited the financial statements ofthe Company or of any affiliate thereof; or

ii. members of the supervisory board or of any other supervisory orcontrol body of the current or previous audit firm that audited thefinancial statements of the Company; or

iii. employees or members of the senior management, including themanagement board or any other governing body, of the current or previousaudit firm that audited the financial statements of the Company or ofany affiliate thereof; or

iv. any other individual engaged to provide services or supervised bythe current or previous audit firm or by a qualified auditor acting onbehalf of the firm;

g) they are not members of the management board or any other governingbody of an entity whose supervisory board or any other supervisory orcontrol body includes a member of the Management Board of the Company;

h) they have not been members of the Supervisory Board of the Companyfor more than 12 years;

i) they are not married to, do not cohabit with, or are not related byblood or affinity in the direct line or in the collateral line up to thefourth degree to a member of the Management Board of the Company or aperson referred to in Art. 11.12(a)-(h);

j) they do not remain in a relationship of adoption, care orguardianship with a member of the Management Board of the Company orwith a person referred to in Art. 11.12(a)-(h)."

2. In Art. 11, after Art. 11.12 a new Art. 11.13 shall be added, readingas follows:

"13. Candidates to the Supervisory Board or members of the SupervisoryBoard appointed in accordance with Article 11.5 above should submit tothe Company, promptly after appointment, a written statement on whetherthere exist or do not exist any other circumstances resulting in theirnot meeting the independence criteria and advise the Company promptly ifsuch circumstances arise or cease to exist during the SupervisoryBoard's term of office."

3. In Art. 11, Art. 11.13, Art. 11.14 and Art. 11.15 shall be renumberedas Art. 11.14, Art. 11.15, and Art. 11.16.

4. Art. 12.2, which has read as follows:

"2. Subject to provisions of Art. 11 par. 3, par. 4 and par. 5 above,the Supervisory Board will appoint the Chairperson and Vice Chairpersonat the first meeting by secret ballot and by absolute majority of votescast by members of the Supervisory Board present at the meeting.

shall be amended to read as follows:

"2. Subject to the provisions of Art. 11.5 above, the Supervisory Boardshall, at its first meeting, elect its Chairperson and Vice Chairpersonin an open ballot with an absolute majority of votes cast by SupervisoryBoard members present at the meeting.

5. Art. 14.2(15), which has read as follows:

"15) approving the employment of advisors and other third parties to bythe Company or its subsidiaries as consultants, lawyers or agents, ifthe total annual costs related to employment of such persons, notprovided for in the budget, incurred by the Company exceeded PLN500,000.00 (five hundred thousand);

shall be amended to read as follows:

"15) Granting consent to the Company or any of its subsidiaries toengage advisers and other third-party individuals as consultants,lawyers or agents if the resulting total annual cost to the Company, notprovided for in the budget, would exceed PLN 1,000,000.00 (one million);"

6. Art. 14.2(20), which has read as follows:

"20) approving the enforcement of all, gratuitous regulations orincurring any gratuitous liabilities by the Company or the Company'ssubsidiary outside the limits of the Company's business area in theamount exceeding PLN 200,000 (two hundred thousand) per business year,except when the parties to the transaction are solely entities formingpart of the Capital Group KRUK;"

shall be amended to read as follows:

"20) Granting consent to making any gratuitous disposals or commitmentsby the Company or a subsidiary of the Company outside the scope of theCompany's business for a total amount exceeding in a given financialyear 0.6% of the Company's net profit as disclosed in the Company'sauthorised financial statements for the prior year, unless only membersof the KRUK Group are parties to the transaction; if the Company failsto earn profit in a given financial year, the Supervisory Board'sconsent shall be required for making any gratuitous disposals orcommitments by the Company or a subsidiary of the Company outside thescope of the Company's business for a total amount exceeding in a givenfinancial year PLN 400,000 (four hundred thousand), unless only membersof the KRUK Group are parties to the transaction;"

By virtue of the same decision, the Court also registered thecomposition of the Supervisory Board of KRUK S.A. of a new term ofoffice, comprising:

1. Piotr Stępniak

2. Krzysztof Kawalec

3. Katarzyna Beuch

4. Ewa Radkowska-Świętoń

5. Izabela Felczak-Poturnicka

6. Piotr Szczepiórkowski

7. Beata Stelmach

The Company publishes, in the form of an appendix to this report, aconsolidated text of the amended Articles of Association.

Detailed legal basis: Par. 5.1 of the Regulation of the Minister ofFinance of April 20th 2018 on current and periodic information [...]