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

May 20, 2026

Warsaw 20.05.2026

(place, date)

DETAILS OF A SUPERVISORY BOARD CANDIDATE

1. Full name	Jacek Janusz Poświata
2. Positions currently held on governing bodies of other entities	general partner at Pośwata Consulting sp.k.
3. Related parties of the Supervisory Board candidate, as defined in IAS 24¹	---
4. Shareholdings in the Company or its related entities	---
5. Gender	male

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

I represent that:

1. I consent to stand as a candidate to the Supervisory Board of KRUK S.A. (the "Company");
2. There are no statutory impediments, particularly those referred to in Art. 18 and Art. 387 of the Commercial Companies Code, that would prevent me from being appointed to and serving on the Supervisory Board of KRUK S.A.;
3. I hereby acknowledge and I consent that my image and curriculum vitae will be presented to KRUK S.A.'s 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 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 counting from 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 counting from 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 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 counting from 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 counting from 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 qualified 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.

1. I represent that I have / I do not have* an actual and significant relationship with any shareholder who holds 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.

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1. 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.

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

3. 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:

4. 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:

Projects carried out for clients in the financial and consumer sectors.

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;

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 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 have maintained / I have not maintained 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. NONE

1. With regard to the recommended competencies that a member of the Supervisory Board and the Supervisory Board as a whole should meet, I declare that:

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1) I have: none / elementary / intermediate / advanced / fluent command of the Polish language;
2) I have: none / elementary / 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 from among those listed below, 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
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 capital 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 may affect the representations stated above.

Jacek Poświata

• delete as appropriate

¹ IAS 24 – Commission Regulation (EU) No. 632/2010 of 19 July 2010 amending Regulation (EC) No. 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Accounting Standard (IAS) 24; link: https://eur-lex.europa.eu/legal-content/PL/TXT/HTML/?uri=CELEX:32010R0632

Whenever a related party is mentioned in this document, it shall mean a related party as defined in IAS 24, i.e. (ancillary information):

A related party is a person or entity that is related to the entity that is preparing its financial statements (in this Standard referred to as the 'reporting entity').

(a) A person or a close member of that person's family is related to a reporting entity if that person:
(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

(b) An entity is related to a reporting entity if any of the following conditions applies:

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(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity and include:

(a) that person's children and spouse or domestic partner;
(b) children of that person's spouse or domestic partner; and
(c) dependants of that person or that person's spouse or domestic partner.

1 IAS 24 – Commission Regulation (EU) No. 632/2010 of 19 July 2010 amending Regulation (EC) No. 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Accounting Standard (IAS) 24; link: https://eur-lex.europa.eu/legal-content/PL/TXT/HTML/?uri=CELEX:32010R0632

Whenever a related party is mentioned in this document, it shall mean a related party as defined in IAS 24, i.e. (ancillary information):

A related party is a person or entity that is related to the entity that is preparing its financial statements (in this Standard referred to as the 'reporting entity').

(a) A person or a close member of that person's family is related to a reporting entity if that person:

(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

(b) An entity is related to a reporting entity if any of the following conditions applies:

(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity and include:

(a) that person's children and spouse or domestic partner;
(b) children of that person's spouse or domestic partner; and
(c) dependants of that person or that person's spouse or domestic partner.