Kruk S.A. — Capital/Financing Update 2021

Oct 5, 2021

Current Report No. 41/2021

Date: October 5th 2021

Title: Registration of amendments to KRUK Articles of Association

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 onOctober 5th 2021 it received a decision (the "Decision") of the DistrictCourt for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of theNational Court Register, whereby it had registered, on October 1st 2021,a reduction in the Company's share capital by PLN 271,000 following thebuyback of 271,000 Series A shares in the Company with a par value ofPLN 1 per share (the "Share Buyback") and a relevant amendment to theCompany's Articles of Association.

The Share Buyback had been carried out in accordance with the rulesdefined in Resolution No. 7 of the Company's Annual General Meeting ofAugust 31st 2020 on allocation of KRUK S.A.'s net profit for 2019,authorising the Management Board to buy back Company shares forcancellation, and creation of a capital reserve to fund the buyback.

The cancelled shares carried 271,000 voting rights at the Company'sGeneral Meeting.

KRUK S.A.'s share capital currently comprises:

a) 2,421,220 Series A ordinary bearer shares,

b) 11,366,600 Series AA ordinary bearer shares,

c) 1,250,000 Series B ordinary bearer shares,

d) 491,520 Series C ordinary bearer shares,

e) 1,100,000 Series D ordinary bearer shares,

f) 843,876 Series E ordinary bearer shares,

g) 266,829 Series F ordinary bearer shares,

h) 1,000,000 Series G ordinary bearer shares.

Currently, the share capital of KRUK S.A. amounts to PLN 18,740,045 andis divided into 18,740,045 shares, conferring 18,740,045 voting rightsat the Company's General Meeting.

Also by virtue of the Decision, the following amendments to theCompany's Articles of Association adopted by its Annual General Meetingon June 16th 2021 by way of Resolutions No. 22/2021 and No. 24/2021 wereentered in the Business Register:

1. Art. 4d was added after Art. 4c in the Company's Articles ofAssociation, reading as follows:

"1. The share capital has been conditionally increased by no more thanPLN 950,550.00 (nine hundred and fifty thousand, five hundred and fiftyzłoty) through the issue of no more than 950,550 (nine hundred and fiftythousand, five hundred and fifty) Series H ordinary bearer shares

with a par value of PLN 1 (one złoty) per share.

2. The purpose of the conditional share capital increase referred to inArt. 4d.1 above is to grant the right to subscribe for Series H sharesto holders of subscription warrants issued under Resolution No. 22/2021adopted by the Annual General Meeting on June 16th 2021.

3. Holders of subscription warrants issued by the Company underResolution No. 22/2021 of the Annual General Meeting of June 16th 2021

shall be entitled to subscribe for Series H shares. Subscriptionwarrants referred to above may be inherited, but may not be encumberedor disposed of.

4. Holders of Subscription Warrants shall be entitled to exercise theirrights to subscribe for Series H Shares attached to the SubscriptionWarrants not earlier than 24 months after the date on which theyacquired the Subscription Warrants (lock-up for subscription of Series HShares by holders of Subscription Warrants) and not later than onDecember 31st 2028.

5. Holders of Subscription Warrants shall be entitled to exercise

the rights to subscribe for Series H Shares under Subscription Warrantsprior to the lapse of the period referred to in Art.4d.4 if by the endof that period a tender offer to acquire more than 33% of the Companyshares is announced under the Act on Public Offering, ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies of July 29th 2005 (consolidated text:Dz.U. of 2009, No. 185, item 1439, as amended).

6. Series H Shares shall be paid up in cash."

2. Art. 4.1 was amended to read as follows:

"1. The Company's share capital shall amount to PLN 18,740,045.00(eighteen million, seven hundred and forty thousand, forty-five złoty)and shall be divided into 18,740,045.00 (eighteen million, seven hundredand forty thousand, forty-five) shares with a par value of PLN 1 (onezłoty) per share, including:

a) 2,421,220 (two million, four hundred and twenty-one thousand, twohundred and twenty) Series A ordinary bearer shares,

b) 11,366,600 (eleven million, three hundred and sixty-six thousand, sixhundred) Series AA ordinary bearer shares,

c) 1,250,000 (one million, two hundred and fifty thousand) Series Bordinary bearer shares,

d) 491,520 (four hundred and ninety-one thousand, five hundred andtwenty) Series C ordinary bearer shares,

e) 1,100,000 (one million, one hundred thousand) Series D ordinarybearer shares,

f) 843,876 (eight hundred and forty-three thousand, eight hundred andseventy-six) Series E ordinary bearer shares,

g) 266,829 (two hundred and sixty-six thousand, eight hundred andtwenty-nine) Series F ordinary bearer shares,

h) 1,000,000 (one million) Series G ordinary bearer shares."

The issuer shall attached consolidated text of the Statute of theCompany taking into account the above change.

Detailed legal basis: Par. 5.1 of the Regulation of the Minister ofFinance of March 29th 2018 on current and periodic information [...]