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Kruk S.A. Governance Information 2016

Apr 12, 2016

5678_rns_2016-04-12_d83d219e-0277-4272-8822-a6260d22d36a.html

Governance Information

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Current Report No. 29/2016

Date of the report: April 12th 2016

Subject: Proposed amendments to the Articles of Association of KRUK S.A.

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

Acting on the basis of Par. 38.1.2 of the Regulation of the Minister ofFinance of February 19th 2009 on current and periodic information [...],the Management Board of Kruk S.A. (the Company) announces the proposedamendment to the Company's Articles of Association, planned to beintroduced at the Annual General Meeting of the Company to be held onMay 9th 2016.

The proposed amendment consists in the following changes and additions:

1. In Art. 14.2 of the Articles of Association, item 21), reading asfollows:

"21) granting consent to the purchase or disposal of property, perpetualusufruct rights or interests in property by the Company, excludingproperty purchased or sold as part of a debt collection process;"

shall be amended to read as follows:

"21) granting consent to the purchase or disposal of property, perpetualusufruct rights or interests in property by the Company if theVAT-exclusive purchase price or the VAT-exclusive sale price is PLN5,000,000 (five million zloty) or more;"

2. The provisions of Art. 18 of the Articles of Association shall becomeArt. 18.1 of the Articles of Association and Art. 18.2 shall be added,reading as follows:

"2. No resolution of the General Meeting shall be required for theacquisition or disposal of any property, interests in property orperpetual usufruct rights."

3. Art. 8.1a shall be added after Art. 8.1, reading as follows:

"1a. Decisions concerning the purchase or disposal of property,perpetual usufruct rights or interests in property by the Company if theVAT-exclusive purchase price or the VAT-exclusive sale price is no morethan PLN 5,000,000 (five million zloty) shall be made by the ManagementBoard;"

The Company also announces that the consolidated text of the Articles ofAssociation including the proposed amendment is presented in the draftresolutions of the Annual General Meeting, published in Current ReportNo. 28/2016 of April 12th 2016.