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Kruk S.A. Proxy Solicitation & Information Statement 2026

May 20, 2026

5678_rns_2026-05-20_c3a61c05-d7d9-484b-bb6f-6a7d46fbf7c0.pdf

Proxy Solicitation & Information Statement

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Katarzyna Turkiewicz

Wrocław 19 May 2026

(full name)

(place, date)

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

I consent to stand as a candidate to the Supervisory Board of KRUK S.A. (the "Company") and I further declare as follows;

  1. There are no statutory conditions relating to me that would prevent my appointment or service as a member of the Supervisory Board of KRUK S.A., including in particular those set out in Art. 18 and Art. 387 of the Commercial Companies Code.

  2. I meet / I do not meet* the independence criteria for a Supervisory Board member, as defined in Annex II to Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC):

1) I do not hold, and have not held within the last five years, a position as a member of the Management Board or any other managerial role, regardless of the legal form of employment, at KRUK Spółka Akcyjna of Wrocław or its subsidiaries;

2) I am not and have not been employed by KRUK S.A. or its subsidiaries within the last three years;

3) I do not receive, nor have I received, any significant additional remuneration from KRUK S.A. or its subsidiaries, apart from the remuneration for serving as a member of the Supervisory Board;

4) I am not a shareholder holding 5% or more of the total vote at the General Meeting of KRUK S.A.;

5) I do not represent, in any capacity, a shareholder entitled to exercise 5% or more of the total vote at the General Meeting of KRUK S.A.;

6) I do not currently have, nor have I had within the last year, a significant business relationship with KRUK S.A. or any of its subsidiaries, either directly or as a partner, shareholder, director or high-level employee of a body having such a relationship;

7) I am not and have not been within the last three years a partner or employee of a current or former audit firm auditing the financial statements of the Company or any of its subsidiaries;

8) I am not a Management Board member in another company in which a member of the KRUK S.A. Management Board is a member of the Supervisory Board, nor do I have any other significant relationships with members of the Company's Management Board through participation in other companies or bodies;

9) I have not served on the Supervisory Board of KRUK S.A. for more than three terms;

10) I am not and have not been within the last three years a spouse, cohabitant, or a relative by blood or affinity of a member of the KRUK S.A. Management Board, or of an employee holding a managerial position in the Company or any person in the circumstances described in items 1) to 9).

*delete as appropriate


  1. I meet /-I do not meet*-the independence criteria for a member of the Supervisory Board of of KRUK S.A. and a member of its Audit Committee as set out in Art. 129.3 of the Act on Statutory Auditors, i.e.:

1) I am not, nor have I been in the last five years since 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;

2) I am not, nor have I been within the last three years 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 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 maintained over the last year since 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 been in the period of the last two years since the date of my appointment:

a) an owner, partner (including general partner) or shareholder of the current or previous audit firm which audited the financial statements of 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 which audited the financial statements of 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 which audited the financial statements of 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.

  1. In compliance with Best Practice for GPW Listed Companies 2021, I declare that I have / do not have* an actual and significant relationship with any shareholder who holds at least 5% of the total vote in the Company.

  2. 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.

*delete as appropriate


  1. 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).

  2. I meet / I do not meet the requirements for members of the Audit Committee of the Supervisory Board of KRUK S.A. as specified in Art. 129.1 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., I possess / I do not possess knowledge and skills in accounting or auditing, as evidenced by:

Master's degree in Management from the Wrocław University of Economics and Business
MBA from the Wrocław University of Economics and Business
Professional experience gained serving as President of the Management Board for more than 10 years

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

  1. I meet / I do not meet the requirements for members of the Audit Committee of the Supervisory Board of KRUK S.A. as set out in Art. 129.5 of the Act on Statutory Auditors, i.e., I possess / do not possess knowledge and skills in the industry in which KRUK S.A. operates, as evidenced by:

Master's degree in Management from the Wrocław University of Economics and Business
MBA from the Wrocław University of Economics and Business
Professional experience gained serving as President of the Management Board for more than 10 years

10.

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

  1. I represent that there exist / do not exist* other circumstances resulting in the lack of independence of KRUK S.A. Supervisory Board Member ("Best Practice for public interest entities concerning the rules of appointment, composition and operation of the audit committee" issued by the Polish Financial Supervision Authority)

(please specify the circumstances)

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

*delete as appropriate


  1. I acknowledge that my image and professional resume will be presented to KRUK S.A. shareholders and investors on KRUK S.A.'s website.

Validity unknown

Digitally signed by Katarzyna
Renata Turkiewicz
Date: 2026.05.19 12:57:15 CEST
(signature)

*delete as appropriate