Kruk S.A. — Proxy Solicitation & Information Statement 2026

May 14, 2026

Warsaw, 12 May 2026

DETAILS OF A SUPERVISORY BOARD CANDIDATE

1.	Full name	Piotr Szczeplórkowski
2.	Positions currently held on governing bodies of other companies	Member of the Supervisory Board: Grupa FORTE SA; ZEW Kogeneracja SA; Octava SA; Ipopema TFI SA.
3.	Related parties of the Supervisory Board candidate, as defined in IAS 24¹	none
4.	Shareholdings in the Company or its related entities	none
5.	Gender	Male

STATEMENT BY THE CANDIDATE FOR MEMBER OF THE SUPERVISORY BOARD OF KRUK S.A.

I hereby declare that:

1. I consent to stand as a candidate to the Supervisory Board of KRUK S.A. (the "Company");
2. there are no statutory grounds that would prevent me from being appointed to or serving as a member of the Supervisory Board of KRUK S.A., including those set out in Article 18 or Article 387 of the Polish Commercial Companies Code;
3. I acknowledge and consent to my image and biographical note being presented to KRUK S.A. shareholders and investors on KRUK S.A.'s website.

Pursuant to Article 11.12 and 11.13 of the Articles of Association of KRUK S.A., as well as Section 2.12-14 of the Rules of Procedure for the Supervisory Board of KRUK S.A., and in accordance with the requirements set out in the Best Practice for WSE Listed Companies 2021, standing as a candidate for member of the Supervisory Board of KRUK S.A., I hereby represent that:

1. I meet / I do not meet* the independence criteria applicable to candidates for members of the Supervisory Board, as specified in Article 129(3) of the Polish Act on Statutory Auditors, Audit Firms and Public Oversight dated 11 May 2017, Dz.U. of 2017, item 1089, as amended (the "Act on Statutory Auditors"), i.e.

(if selecting the 'I do not meet' option, please tick the relevant criterion that is not met):

1) ☐ I am not, nor have I been within the last five years prior to the date of my appointment, a member of the senior management, including the management board or any other governing body, of KRUK S.A. or any affiliate thereof;

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2) ☐ I am not, nor have I been within the last three years prior to the date of my appointment, an employee of KRUK S.A. or any affiliate thereof;

3) ☐ I do not have control over KRUK S.A. within the meaning of Article 3(1)(37)a-e of the Polish Accounting Act of 29 September 1994, nor represent any persons or entities having control over KRUK S.A.;

4) ☐ I do not receive, nor have I received, any significant additional remuneration from KRUK S.A. or any of its affiliates, apart from the remuneration I receive as a current Member of the Company's Supervisory Board;

5) ☐ I do not maintain, nor have I maintained over the last year prior to the date of my appointment, any material economic relations with KRUK S.A. or any affiliate thereof, either directly or as an owner, partner, shareholder, member of the supervisory board or of any other supervisory or control body, or member of the senior management, including the management board or any other governing body, of an entity maintaining such relations;

6) ☐ I am not, nor have I been within the last two years prior to the date of my appointment:

a) an owner, partner (including general partner) or shareholder of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for KRUK S.A. or any affiliate thereof; or

b) a member of the supervisory board or any other supervisory or control body of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for KRUK S.A.; or

c) an employee or member of the senior management, including the management board or any other governing body, of the current or previous audit firm engaged to audit the financial statements or provide sustainability reporting assurance for KRUK S.A. or any affiliate thereof; or

d) any other natural person engaged to provide services or supervised by the current or previous audit firm or by a statutory auditor acting on behalf of the firm;

7) ☐ I am not a member of the management board or any other governing body of an entity whose supervisory board or any other supervisory or control body includes a member of the Management Board of KRUK S.A.;

8) ☐ I have not been a member of the Supervisory Board of KRUK S.A. for more than 12 years;

9) ☐ I am not married to, do not cohabit with, and am not related by blood or affinity in the direct line or in the collateral line up to the fourth degree to, a member of the Management Board of KRUK S.A. or any person referred to in items 1 to 8;

10) ☐ I do not remain in a relationship of adoption, care or guardianship with a member of the Management Board of KRUK S.A. or with any person referred to in items 1 to 8.

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1. I represent that I have / I do not have* an actual and significant relationship with any shareholder holding 5% or more of total voting rights in the Company.

2. I am / I am not engaged* in any activity that competes with the business of KRUK S.A.

3. I am / I am not* a partner in a partnership under civil law or any other type of partnership competing with KRUK S.A., or a member of a governing body of a company or any other legal entity competing with KRUK S.A.

4. I am / I am not entered* in the Register of Insolvent Debtors maintained pursuant to the Polish Act on the National Court Register dated 20 August 1997 (consolidated text: Dz.U. of 2017, No. 700, as amended).

5. I possess / I do not possess* knowledge and skills in accounting or financial auditing (a requirement to be met by members of the Audit Committee of the Supervisory Board pursuant to Article 129(1) of the Act on Statutory Auditors), as evidenced by:

6. holding qualifications required for ACCA membership (14 examinations passed);

7. being a licensed investment adviser (licence no. 136);
8. being a full member of CFA Poland;
9. serving as a member of Audit Committees in four public-interest entities.

(specify education, completed courses, training, certificates held)

1. I possess / I do not possess* knowledge and skills in the industry in which KRUK S.A. operates (a requirement to be met by members of the Audit Committee of the Supervisory Board pursuant to Article 129(5) of the Act on Statutory Auditors), as evidenced by:

2. participation in the activities of the Supervisory Board of KRUK S.A. for two terms of office;

3. many years of professional experience in financial institutions (sales network management, long-term financial projections, efficiency analyses).

(specify experience, education, completed courses, training, certificates held)

1. With respect to other circumstances that should be considered in assessing the independence of a member of the Supervisory Board, I represent that:

1) there exist / there do not exist* any circumstances that could, even potentially, adversely affect the actual satisfaction by me of the independence criteria referred to in items 1 and 2;

2) I have / I do not have* any actual and significant relationships with an affiliate of a shareholder holding 5% or more of total voting rights in the Company;

3) to the best of my knowledge, my related parties have / do not have* actual and significant relationships with the Company, its affiliates or a shareholder holding 5% or more of total voting rights in the Company;

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4) to the best of my knowledge, my close family members have /-do not have* actual and significant relationships with the Company, its affiliates or a shareholder holding 5% or more of total voting rights in the Company;

5) I am /-I am not* aware of any conflict of interest, whether actual or potential, in connection with my holding the role of member of the Supervisory Board;

6) I earn /-I do not earn* income (under an employment relationship, a civil-law agreement, business activity or otherwise) from a shareholder holding 5% or more of total voting rights in the Company or any affiliate thereof;

7) prior to being appointed to the Supervisory Board, I maintained /-I did not maintain* any personal or professional relations with members of the Management Board of the Company or any affiliate thereof;

8) within the last three years prior to or during my appointment to the Supervisory Board, I maintained /-I did not maintain* any material personal or professional relations with a shareholder holding 5% or more of total voting rights in the Company or any affiliate thereof;

9) there exist /-there do not exist* any other circumstances that could result in my lack of independence as a Supervisory Board member.

(please specify the circumstances)

1. With regard to the recommended competency profile of a member of the Supervisory Board and of the Supervisory Board as a whole, I represent that:

1) I possess: no /-basic /-intermediate /-advanced /-fluent* command of the Polish language;

2) I possess: no /-basic /-intermediate /-advanced /-fluent** command of the English language;

3) I guarantee /-I do not guarantee* the proper fulfilment of my duties;

4) I am able /-I am not able* to commit a sufficient amount of time to the performance of my duties on the Supervisory Board of KRUK S.A.

5) I represent that I meet the following competency profile criteria applicable to members of the Supervisory Board of KRUK S.A., and that I possess:

a. knowledge of the Company's business, an understanding of its organisational culture and of the regulatory framework governing the Group's activities, including in markets other than Poland
yes/no*

b. experience in building international, fast-growing organisations, particularly those operating in developed and highly competitive markets
yes/no*

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c. knowledge and experience in digital transformation, including both technological aspects, such as AI tools, and the impact of such changes on organisational processes and people
yes/no*

d. knowledge and experience gained in supervised institutions requiring engagement with regulators, an understanding of the supervisory environment for such institutions, as well as experience in capital markets and relations with shareholders
yes/no*

e. knowledge and experience in financial reporting and in analysing the financial statements of corporate groups operating across multiple jurisdictions
yes/no*

f. a solid understanding of corporate governance principles, the role of the Supervisory Board, and familiarity with risk management systems appropriate for an international financial institution.
yes/no*

I further undertake to promptly notify the Company in writing of any change in circumstances that could affect the representations stated above.

Digitally signed
by Piotr Marek
Szczepiórkowski
Date: 2026.05.13
01:39:51 +02'00'