Rules
of remote participation in the General Meeting of KRUK S.A. by electronic means of communication
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- Pursuant to Art. 406 5 of the Commercial Companies Code, a Shareholder or a Shareholder's Proxy may participate in the General Meeting remotely using electronic means of communication.
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- Participation in the General Meeting communication includes, without limitation:
- a. real-time two-way communication between the Shareholder or the Shareholder's Proxy and the General Meeting;
- b. exercise of voting rights at the General Meeting by the Shareholder or the Shareholder's Proxy;
- c. real-time broadcast of the General Meeting to the Shareholder or the Shareholder's Proxy.
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- Participation in the General Meeting referred to in Section 2 will be via a dedicated ICT platform. The platform must enable communication referred to in Section 2(a) by means of an instant messaging application.
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- A Shareholder or a Shareholder's Proxy participating in the General Meeting remotely by electronic means of communication bears all related risks, particularly those arising from the inability to receive transmission, communicate in real time or exercise voting rights at the General Meeting as a result of failure or disruption of transmission over the communication link used.
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- Only the following email address may be used for communication between the Company and Shareholders intending to participate in the General Meeting communication: [email protected].
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- In order to participate in the General Meeting remotely by electronic means of communication, a Shareholder eligible to participate in the General Meeting must notify the Company of their intention to do so in accordance with the requirements set out in these Rules and must comply with the technical requirements set out in Appendix 1 to these Rules.
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- By 3pm on the day falling five business days prior to the date of the General Meeting, the Shareholder must send the following to the Company to the address provided in Section 5:
- a. a statement, scanned to the PDF format, of their intention to participate in the General Meeting remotely by electronic means of communication, completed and signed in accordance with the form attached as Appendix 2 hereto (the "Statement");
- b. if the Shareholder is a natural person a scanned copy of an identity document enabling verification of the Shareholder's identity, specifying the series and number of the Sharholder's identity card or passport, as the case may be, and the Shareholder's personal identification number (PESEL); if the Shareholder is a legal person or an unincorporated organisation – a scanned copy of its entry in the relevant register or a scanned copy of another document confirming the capacity of its representatives. If any of the above documents is originally drawn up in a language other than Polish, they must be translated into Polish by a sworn translator.
- c. if the Shareholder has appointed a Proxy to participate in the General Meeting remotely – a scanned copy of the power of proxy and a scanned copy of the Proxy's identity card enabling verification of the Proxy's identity, specifying the series and number of the Proxy's identity card or passport, as the case may be, and the Proxy's personal identification number (PESEL).
- d. if the Proxy is not a natural person a copy of the valid entry in the relevant register or an independently made computer printout of up-to-date information on an entity entered in the National Court Register, referred to in Art. 4.4aa of the Act on the National Court Register of August 20th 1997, and the authorisation of the Proxy's
representative(s) to represent the Proxy, together with a copy of the identity card or relevant pages in the passport enabling verification of their identity, or other official document confirming their identity.
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- The Company will verify the rights of the Shareholders who have sent completed Statements to the Company against a list of Shareholders eligible to participate in the General Meeting obtained from the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.). In order to ensure their proper verification, the Company may contact the Shareholder or the Shareholder's Proxy using the contact details provided in the Statement.
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- If any inconsistencies are identified, the Company will request the Shareholder to remove them by mail, and if the Shareholder fails to remove such inconsistencies within the prescribed time limit, the Company will refuse the Shareholder to whom the inconsistencies pertain participation in the General Meeting by electronic means of communication, notifying the Shareholder of the same by email at the email address provided in the Statement.
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- After the Shareholder's rights and the power of proxy, if any, have been confirmed as valid, the Company will send to the Shareholder or the Shareholder's Proxy, not later than two business days prior to the date of the General Meeting, to the email address provided by the Shareholder in the Statement, detailed instructions on how to register on the ICT platform enabling participation in the General Meeting by electronic means, along with a login and initial password for the first registration on the platform, which will serve as confirmation of the Shareholder's right to participate in the General Meeting by electronic means. The login and initial password will be password protected. The password to the file will be sent by a text message to the phone number provided in the Statement.
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- The initial password provided by the Company to the Shareholder to enable registration on the ICT platform dedicated to remote participation in the General Meeting by electronic means may only be used during initial registration. In order to ensure security and confidentiality when using the platform, the Shareholder or the Shareholder's Proxy must change the initial password to a new password in line with the instructions sent together with the login and the initial password.
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- At least one day prior to the date of the General Meeting, on the date and during the hours specified in the instructions referred to in Section 11, Shareholders and their Proxies will be able to test the ICT platform dedicated to participation in the General Meeting remotely and to test its interoperability with their own computer equipment, software and internet connection, which are to be used during the General Meeting, and to familiarise themselves with the rules of operation of the platform. A Shareholder or a Shareholder's Proxy may use technical assistance during testing if any problems occur, available at the phone number provided together with the registration instructions. Testing can be accessed via an access link sent by email from the Company's address specified in Section 5 of these Rules.
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- If any problems or questions arise with respect to the use or operation of the platform during the General Meeting, a Shareholder or a Shareholder's Proxy will be able to use the technical assistance one hour before the beginning of the General Meeting until the closing of the Meeting, or to report the problems by mail, to [email protected].
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- All risks associated with the use of electronic means to participate in, communicate with, or vote at the General Meeting, and related to improper or unauthorised access to the login or password, will be borne solely by the Shareholder or the Shareholder's Proxy, and the Company assumes no liability with respect to those risks.
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- Any communication with the General Meeting or with the Company through a system enabling participation in the General Meeting by electronic means of communication or to the Company's email address specified in Section 5 of these Rules must be only in the Polish language.
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- Shareholders or their Proxies using any of the options for participating in the General Meeting
remotely by electronic means of communication set out in Section 2(a)–(c), will have the same rights to speak, submit proposals and draft resolutions, vote and object to resolutions as the Shareholders or Proxies physically present at the General Meeting's venue.
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- Shareholders or Proxies participating in the General Meeting remotely using electronic means of communication will be required to comply with the same rules for considering the business of the General Meeting as the Shareholders or Proxies physically present at the General Meeting's venue.
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- Any formal, organisational or technical matters or any disputes arising during the General Meeting and during remote participation in the General Meeting by a Shareholder or a Proxy that are related to their remote participation in the General Meeting will be resolved by the Chairperson of the General Meeting, whose decision will be binding.
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- Any matters not provided for in these Rules will be governed by the Company's Articles of Association, laws and regulations of general application and the rules set out in the Notice of General Meeting.
Appendix 1:
Technical requirements to access and use the ICT platform dedicated to participation in the General Meeting by electronic means of communication.
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- In order to participate in the General Meeting by electronic means, users must have access to the following:
- a. connection to the public Internet network with a minimum speed of 4 Mbps (constant at the time of using the platform);
- b. a computer with a sound reproduction and image reception capability, running on the Windows 10 or macOS operating system, with the Firefox, Chrome, Safari or Edge browser installed and updated to the latest version (all these browsers are available for download free of charge on the Internet). Internet Explorer is not recommended. While using the platform, users should not use other applications that place significant load on the computer and the communication link used by the platform. It is recommended to use the platform in "full screen" mode.
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- A lower bandwidth and older browser versions may cause problems or prevent communication with the General Meeting's venue, delay transmission or prevent voting.
Appendix 2:
Statement of intent to participate in the General Meeting by electronic means of communication
Statement
I, the undersigned……………………………………………………………………………………………………
acting as a Shareholder/representing a Shareholder* in the Company:
…………………………………………………………………………………………………………. I hereby express my intent to participate in the General Meeting of the Company, convened for………………, remotely using electronic means of communication.
I represent that, as a Shareholder, I will participate in the General Meeting remotely in person*
I represent that, as a Shareholder, I will participate in the General Meeting remotely by proxy*
I represent that I am authorised to represent the shareholder, as confirmed by the documents
submitted to the Company, and that I will participate in the General Meeting remotely in person.*
I represent that I am authorised to represent the shareholder, as confirmed by the documents submitted to the Company, and that I will participate in the General Meeting remotely by proxy.*
I hereby represent that I will participate in the General Meeting as the holder of the following number of shares: …………………(…………………………………………………………………………………),
to be disclosed in the register of shareholders entitled to participate in the Company's General Meeting prepared by the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.).
I accept all terms and conditions and consequences of participation in the General Meeting remotely by electronic means of communication announced and published by the Company. Details of the Shareholder/representative* of the Shareholder eligible to participate in the General Meeting remotely using electronic means of communication:
Name and surname: …………………………………………………...........
Address: ……………………………………………………………………………..
Personal identification number (PESEL): …………………………….
Appendix to the notice of convening an General Meeting
Identity document/passport number*:………………………………
Email address for communication and sending the login:
…………………………………………………………………………………….
Phone number for communication/sending the login password:……………………………………………………………………
Signature(s) of the Shareholder/authorised Representatives of the Shareholder*:
name and surname (position) name and surname (position)
place and date place and date
*delete as appropriate