REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF KRUK S.A. OF WROCŁAW

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consolidated text confirmed by Resolution No. 20/2024 of the Annual General Meeting of 10 May 2024, as amended by Resolution No . 8/2025 and No . 9/2025 of 30 January 2025

Having regard to:

(1) corporate transparency and the need to enable shareholders, potential investors and other stakeholders to obtain a complete and accurate picture of remuneration for individual Members of the Management Board and Supervisory Board;
(2) the obligation to comply with Polish and EU regulations governing remuneration for members of the management and supervisory boards of listed companies;
(3) the fact that remuneration for Members of the Management Board and Supervisory Board should be designed to promote a medium- and long-term approach to their roles, which is essential for the responsible stewardship of assets;

KRUK S.A. of Wrocław hereby adopts a Remuneration Policy for Members of its Management Board and Supervisory Board (the "Policy").

Section 1 Introduction

1. This Policy sets out the rules of remuneration for Management and Supervisory Board Members. Remuneration for Management and Supervisory Board Members shall only be paid by KRUK S.A. in accordance with this Policy, subject to Section 1.2 below.
1. If required to safeguard KRUK S.A.'s long-term interests, financial stability, or profitability, the Supervisory Board may opt to temporarily disapply this Policy. The grounds and procedure for temporary disapplication of this Policy and the elements which may be so disapplied are specified in Section 18 below.

Section 2 Definitions

Unless this Policy or the context require otherwise, all capitalised terms used in this Policy shall have the following meanings:

Existing Shares	treasury shares within the meaning of the Commercial Companies Code
	of 15 September 2000 (Dz.U. of 2019, item 505, as amended), held by
	KRUK S.A. of Wrocław;
Member of the	member of the Supervisory Board of KRUK S.A. of Wrocław;
Supervisory Board
Member of the	member of the Management Board of KRUK S.A. of Wrocław;
Management Board
Members of the	all members of the Management Board and Supervisory Board of KRUK
Management Board and	S.A. of Wrocław;
Supervisory Board
Shareholder Rights	Directive 2007/36/EC of the European Parliament and of the Council of
Directive	11 July 2007 on the exercise of certain rights of shareholders in listed
	companies (OJ L 184, p. 17), amended by Directive (EU) 2017/828 of
	the European Parliament and of the Council of 17 May 2017 amending
	Directive 2007/36/EC as regards the encouragement of long-term
	shareholder engagement (OJ L 132, p. 1);

KRUK Group	the group comprising KRUK S.A. of Wrocław (as the parent) and its
	subsidiaries within the meaning of the Accounting Act of 29 September
	1994 (Dz.U. of 2019, item 351, as amended);
Management Service	a contract for the provision of enterprise management services,
Contract	executed pursuant to the Civil Code of 23 April 1964 (Dz.U. of 2019,
	item 1145, as amended), concluded by KRUK S.A. of Wrocław with a
	person appointed to serve on the Management Board of KRUK S.A. of
	Wrocław;
KRUK S.A. or the	KRUK S.A. of Wrocław;
Company
Policy	this document;
Conflict of Interest	the document entitled the 'KRUK Group's Conflict of Interest
Management Policy	Management Policy', adopted by Resolution No. 13/2020 of the
	Management Board of KRUK S.A. of Wrocław, as well as any other
	document that may replace the existing document by way of another
	resolution;
ECP	the Employee Capital Plan operated by KRUK S.A. of Wrocław, as
	defined in the Employee Capital Plans Act of 4 October 2018 (Dz.U. of
	2018, item 2215, as amended);
President of the	member of the Management Board of KRUK S.A. of Wrocław acting as
Management Board	President of the Management Board;
Incentive Scheme, Stock	the securities-based incentive scheme in place at the Company and the
Option Plan	KRUK Group, adopted by resolution of the KRUK S.A. General Meeting;
Chair of the Supervisory	member of the Supervisory Board of KRUK S.A. of Wrocław acting as
Board	Chair of the Supervisory Board;
Supervisory Board	the Supervisory Board of KRUK S.A. of Wrocław;
Articles of Association	the Articles of Association of KRUK S.A. of Wrocław;
2021 Resolution	Resolution No. 22/2021 of the Annual General Meeting of KRUK S.A. of
	Wrocław, dated 16 June 2021, on setting the rules of an incentive
	scheme for 2021–2024, conditional increase of the Company's share
	capital and issue of subscription warrants with the Company existing
	shareholders' pre-emptive rights waived in whole with respect to
	shares to be issued as part of the conditional share capital increase and
	subscription warrants, and amendments to the Articles of Association;
2025 Resolution	Resolution No. 6/2025 of the Extraordinary General Meeting of KRUK
	S.A. of Wrocław, dated 30 January 2025, on defining the rules of an
	incentive scheme for 2025–2028, conditional increase of the
	Company's share capital and issue of subscription warrants with the
	Company existing shareholders' pre-emptive rights waived in whole
	with respect to shares to be issued as part of the conditional share
	capital increase and subscription warrants, and amendments to the
	Articles of Association;

Public Offering Act	the Act on Public Offering, Conditions Governing the Introduction of
	Financial Instruments to Organised Trading, and Public Companies,
	dated 29 July 2005 (Dz.U. of 2019, item 623, as amended);
ECP Act	the Employee Capital Plans Act of 4 October 2018 (Dz.U. of 2018, item
	2215, as amended);
General Meeting	the General Meeting of KRUK S.A. of Wrocław;
2021 Warrants	subscription warrants within the meaning of the Commercial
	Companies Code of 15 September 2000 (Dz.U. of 2019, item 505, as
	amended), which may be allotted to members of the Management
	Board of KRUK S.A. of Wrocław under the 2021 Resolution;
2025 Warrants	subscription warrants within the meaning of the Commercial
	Companies Code of 15 September 2000 (Dz.U. of 2019, item 505, as
	amended), which may be allotted to members of the Management
	Board of KRUK S.A. of Wrocław under the 2025 Resolution;
Warrants	2021 Warrants, 2025 Warrants and other subscription warrants within
	the meaning of the Commercial Companies Code of 15 September 2000
	(Dz.U. of 2019, item 505, as amended), which may be allotted to
	members of the Management Board of KRUK S.A. of Wrocław;
EPS	consolidated earnings per share;
Management Board	the Management Board of KRUK S.A. of Wrocław;
Rules for the Provision of	the document entitled 'Rules for the Provision of Business Cars',
Business Cars	adopted by Resolution No. 288/2018 of the Management Board of
	KRUK S.A. of Wrocław, as well as any other document that may replace
	the existing document by way of another resolution;
Amended Policy	this document if amended in accordance with the Act on Public
	Offering, Conditions Governing the Introduction of Financial
	Instruments to Organised Trading, and Public Companies, dated 29 July
	2005 (Dz.U. of 2019, item 623, as amended).

Section 3 Purpose of the Policy

This Policy is designed in particular to:

(a) enable shareholders to effectively control the structure of remuneration for Members of the Management Board and Supervisory Board;
(b) align remuneration practices with KRUK S.A.'s business strategy, long-term interests, and stability;
(c) ensure corporate transparency with regard to remunerating Members of the Management Board and Supervisory Board, and enhance shareholders' supervision over remuneration for the Management Board and Supervisory Board Members;
(d) prevent situations where the amount of remuneration for a given Management Board or Supervisory Board Member does not reflect their individual performance or KRUK S.A.'s results.

Section 4 Legal basis

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This Policy has been adopted on the basis of:

(a) Art. 90d–f of the Public Offering Act;
(b) Article 9a of the Shareholder Rights Directive.

The provisions of this Policy should be interpreted in line with the objectives of the Public Offering Act and the Shareholder Rights Directive. Should any of these legal acts be repealed, the provisions of this Policy should be interpreted in accordance with the objectives of the legislation enacted to replace it. In the event of any discrepancy between the provisions of this Policy and laws of general application, such provisions shall cease to apply and shall be replaced by the laws of general application.

Section 5 General

1. This Policy shall be KRUK S.A.'s principal document defining the rules of remuneration for Members of the Management Board and Supervisory Board. This Policy shall apply to all Management Board and Supervisory Board Members regardless of the form of employment.
1. Remuneration payable to Members of the Management Board and Supervisory Board shall be established based on their respective roles, the scale of KRUK S.A.'s business, as well as the complexity of its organisational structure and operations.
1. Remuneration for Members of the KRUK S.A. Management Board shall be divided into fixed and variable components. The relative proportion between fixed and variable remuneration components for Management Board Members, as well as bonuses that may be awarded to Management Board Members, is set out in Appendix 1 to this Policy.
1. Remuneration for Members of the KRUK S.A. Supervisory Board shall not be divided into fixed and variable components. Remuneration for Supervisory Board Members shall not include options or other derivatives, or any other variable components, nor shall it be tied to KRUK S.A.'s performance.
1. Members of the KRUK S.A. Management Board and Supervisory Board shall receive their remuneration exclusively pursuant to this Policy. Any amendment to the rules of remuneration for Management Board or Supervisory Board Members shall require the preparation of an Amended Policy and must be approved by the General Meeting prior to taking effect.

Section 6 Fixed remuneration components

1. A Management Board Member shall be entitled to a fixed monthly base pay for each calendar month in which that Management Board Member's Management Service Contract with KRUK S.A. continues in force.
1. The fixed monthly base pay for each Management Board Member shall be determined by the Supervisory Board considering factors such as the remuneration levels of management board members in companies with a similar business profile to KRUK S.A., the Management Board Member's professional qualifications, the scope of their duties and responsibilities and, in the event of a remuneration adjustment, the quality of that Management Board Member's performance.
1. A Management Board Member's fixed base pay shall also encompass remuneration for their service on the supervisory boards of KRUK Group companies, if applicable. The Management

Board Member shall not receive any additional remuneration for serving on those supervisory boards, unless required by applicable laws.

1. A Management Service Contract may not provide for any terms of remuneration for the Management Board Member with respect to their fixed monthly base pay other than those set out in this Policy. In the event of any discrepancy between a Management Service Contract and this Policy, this Policy shall prevail.
1. The proportion between Management Board Members' fixed monthly base pay and variable remuneration components shall be determined by the General Meeting and is set out in Appendix 1 to this Policy, which forms an integral part hereof.
1. The fixed monthly base pay shall be payable to Management Board Members in arrears, by the 10th day of each month following the month for which such remuneration is due.
1. The fixed monthly base pay for a Management Board Member shall be payable for the performance of duties under their Management Service Contract, with the proviso that the Management Board Member shall be entitled to a leave of 26 business days per year (a period during which they are released from the obligation to perform their duties), during which the Management Board Member shall retain the right to receive the full remuneration amount. A Management Board Member shall retain the right to receive remuneration during periods of illness, provided the inability to perform their duties under the Management Service Contract is confirmed by an appropriate medical certificate. The maximum length of a Management Board Member's sick leave with the right to remuneration retained shall be as specified in that Member's Management Service Contract.

Section 7 Monetary and non-monetary benefits for Management Board Members

1. KRUK S.A. shall bear the cost of providing personal accident and disability insurance for each Management Board Member throughout the term of their Management Service Contract. The guaranteed sum insured under the accident and disability insurance is specified in Appendix 1 to this Policy, which forms an integral part hereof.
1a. Members of the Management Board may be provided with legal expenses coverage and insurance against criminal or criminal tax liability.
1. Management Board Members are or may be entitled to participate in employee benefit plans co-funded by KRUK S.A. on the same terms as KRUK S.A.'s employees and other persons employed by KRUK S.A. Employee benefit plans cover or may cover medical care, fitness membership cards and group insurance. Management Board Members may join employee benefit plans without separate consent from the Supervisory Board or the General Meeting, provided that a Management Board Member joins a given plan on general terms, i.e., the terms set for KRUK S.A. employees and other persons employed by KRUK S.A. not serving as Management Board Members.
1. A Management Board Member shall also be entitled to private use of a business car. KRUK S.A. shall acquire new business cars not more frequently than every five years.
1. KRUK S.A. may cover all or part of the rental costs of a dwelling located in the municipality of KRUK S.A.'s registered office for a Management Board Member whose permanent residence is in a municipality other than the municipality of KRUK S.A.'s registered office or a municipality

directly adjacent to the municipality of KRUK S.A.'s registered office, provided that such rental costs to be covered by KRUK S.A. do not differ materially from those prevailing on the market.

1. The benefits referred to in Section 7.1–4 above shall not be considered remuneration of a Management Board Member to the extent funded by KRUK S.A.
1. Management Board Members shall also be entitled to participate in the ECP in accordance with the ECP Act and Section 15 below.

Section 8 Variable components of remuneration for Management Board Members Bonus

1. Notwithstanding the fixed monthly remuneration referred to in Section 6, a Management Board Member may receive a variable remuneration component in the form of a short-term bonus.
1. The bonus referred to in Section 8.1 above may be granted once a year based on financial and individual short-term objectives, if such objectives are set for a given year by the Supervisory Board by way of a resolution passed by the end of the financial year preceding the year for which the bonus is to be granted. The granting of a short-term bonus is contingent upon the Supervisory Board's determination, through a resolution, that a Management Board Member has achieved the set objectives.
1. The bonus referred to in Section 8.1 above shall be paid on a date and in an amount determined by the Supervisory Board, with the proviso that the bonus amount shall not exceed 12 times the average monthly base remuneration of the Management Board Member for the 12 months preceding the month of the bonus award, and the bonus shall be awarded at most once in any calendar year.
1. When establishing individual short-term objectives, the Supervisory Board shall consider clear, comprehensive, and diverse bonus award criteria. These criteria will encompass both financial and non-financial performance, including aspects related to social interest, the Management Board Member's contribution to environmental protection, and efforts to prevent and mitigate adverse social impacts resulting from KRUK S.A.'s operations. These criteria cannot be the same as, or directly linked to, the remuneration criteria set out in the warrant-based incentive schemes in effect.

Section 9 Variable components of remuneration for Management Board Members Warrants

1. Deleted.
1a. Notwithstanding the fixed monthly pay referred to in Section 6, a Management Board Member may receive variable remuneration in the form of 2021 Warrants.
1b. Notwithstanding the fixed monthly pay referred to in Section 6, a Management Board Member may receive variable remuneration in the form of 2025 Warrants.
1. Deleted
1. In the future, Management Board Members may be entitled to receive other Warrants if the Company introduces a new Incentive Scheme. The implementation of such Incentive Scheme shall require the General Meeting's resolution on the issue of such warrants. In such a case, this

Policy shall also be amended by introducing relevant provisions concerning the new Incentive Scheme.

1. As part of the Incentive Scheme implemented under the 2021 Resolution, KRUK S.A. provided for the award to the Management Board Members of 2021 Warrants in the years specified in the 2021 Resolution. The main terms and conditions of the Incentive Scheme under which the 2021 Warrants are issued are as follows:
2. (a) One 2021 Warrant shall entitle its holder to subscribe for one share in KRUK S.A. at a price equal to the average closing price of KRUK S.A. shares for all trading days in the period from 15 May 2021 to 15 June 2021;
3. (b) The 2021 Warrants subscribed for by the Management Board Members shall entitle them to subscribe for KRUK S.A. shares on the date specified in the 2021 Resolution, but not earlier than 24 months after the end of the financial year for which the warrants of a given Tranche were offered to them;
4. (c) As part of the Incentive Scheme implemented under the 2021 Resolution, the Management Board Members may subscribe for the 2021 Warrants in a number determined by the Supervisory Board.
1. As part of the Incentive Scheme implemented under the 2025 Resolution, KRUK S.A. provided for the award to the Management Board Members of 2025 Warrants in the years specified in the 2025 Resolution. The main terms and conditions of the Incentive Scheme under which the 2025 Warrants are issued are as follows:
2. (a) One 2025 Warrant shall entitle its holder to subscribe for one share in KRUK S.A. at the price equal to the average price of one Company share calculated as the quotient of the total trading value of the shares (in PLN) and the trading volume of the shares (pieces) on the Warsaw Stock Exchange for the period of one month preceding the date of the General Meeting adopting the Stock Option Plan, that is for the period from December 29th 2024 to January 29th 2025 (the period of one month preceding the date of the General Meeting) (the "Issue Price").
3. (b) The 2025 Warrants subscribed for by the Management Board Members shall entitle them to subscribe for KRUK S.A. shares on the date specified in the 2025 Resolution, but not earlier than 36 months after the end of the financial year for which the warrants of a given Tranche were offered to them;
4. (c) As part of the Incentive Scheme implemented under the 2025 Resolution, the Management Board Members may subscribe for the 2025 Warrants in a number determined by the Supervisory Board.

Section 10 Duration of a Management Service Contract; notice periods and termination

1. A Management Service Contract shall be concluded for the period of service on the Management Board. A Management Service Contract may be terminated by KRUK S.A. without notice if the Management Board Member is removed from office.
1. The notice period for termination of a Management Service Contract shall be six months for both KRUK S.A. and the Management Board Member, and the termination notice shall only be effective if made in writing. Termination of a Management Service Contract shall not require

justification. The notice period may be shortened by mutual agreement between KRUK S.A. and the Management Board Member.

1. A Management Service Contract may be terminated by KRUK S.A. at any time with immediate effect and without any compensation in the event of the Management Board Member's gross negligence or wilful misconduct.
1. KRUK S.A. shall have the right to terminate a Management Service Contract without any compensation on giving a three months' notice in writing in the event of liquidation or dissolution of KRUK S.A., or in the event of prolonged illness or other incapacity of a Management Board Member, preventing them from performing their duties for a period longer than two months or for a total period of four months in any 12-month period.
1. If a Management Service Contract is terminated, except for its termination for reasons referred to in Section 10.3 above and except where the Management Board Member's removal from office is due to the Member's own fault, the Management Board Member shall be entitled to additional remuneration payable within 30 days of termination of the Management Service Contract. The amount of such additional remuneration shall be six times the remuneration referred to in Section 6 above.
1. Each Management Service Contract includes a non-compete obligation that binds the Management Board Member both during the term of the Contract and for a period of 24 months following its termination. In the period covered by the non-compete obligation after termination of a Management Service Contract, the Management Board Member shall be entitled to compensation of up to 100% of their monthly base pay for each month of the non-compete obligation period. KRUK S.A. may at any time exempt a Management Board Member from the non-compete obligation. In such a case, the Management Board Member shall not be entitled to the compensation as of the exemption date.
1. Apart from the additional remuneration referred to in Section 10.5 above, KRUK S.A. shall not pay any severance to any Management Board Member with whom the Management Service Contract is terminated.

Section 11 Rules of remuneration for Supervisory Board Members

1. A Supervisory Board Member shall receive fixed monthly remuneration for each calendar month of service on the Supervisory Board. If the appointment or removal of a Supervisory Board Member, or expiry of their term of office, falls during a calendar month, their remuneration shall be calculated in proportion to the number of days of service on the Supervisory Board.
1. The amount of remuneration for members of the Supervisory Board shall be determined by the General Meeting.
1. Remuneration of Supervisory Board Members shall also encompass remuneration for their service on the supervisory boards of KRUK Group companies, if applicable. The Supervisory Board Members shall not receive any additional remuneration for serving on those supervisory boards, unless payment for service in such capacity is required by:
2. (a) applicable laws and secondary legislation;
3. (b) the remuneration policy of such company, provided that such company is required by applicable laws to draw up and publish a remuneration policy or other similar policy or rules;
(c) recommendations and guidelines of the competent regulatory authority over the financial market.
1. Remuneration shall be paid to Supervisory Board Members in arrears, by the 10th day of each month following the month for which such remuneration is due.
1. Remuneration of Supervisory Board Members shall be paid regardless of the frequency of Supervisory Board meetings and the Members' attendance of such meetings.
1. Supervisory Board Members shall be reimbursed for any expenses incurred in connection with their participation in the Supervisory Board's activities, including, without limitation, costs of travel, accommodation and meals.

Section 12 Monetary and non-monetary benefits for Supervisory Board Members

1. Supervisory Board Members shall also be entitled to participate in the ECP in accordance with the ECP Act and Section 15 below.
1. Members of the Supervisory Board may be provided with legal expenses coverage and insurance against criminal or criminal tax liability.

Section 13 Term of office of Supervisory Board Members and conditions for their removal from office Supervisory Board Members shall be appointed and removed from office by the General Meeting pursuant to the Articles of Association. The term of office of a Supervisory Board Member shall be as

specified in the Articles of Association.

Section 14 Provisions of this Policy relative to the terms of employment and remuneration applicable to the KRUK Group employees

1. The terms of employment and remuneration of the KRUK Group employees and persons employed by the KRUK Group under legal relationships other than employment have been considered in establishing this Policy in such a way that the KRUK Group employees and persons employed by the KRUK Group under legal relationships other than employment are remunerated, like Members of the Management Board, according to the positions held, the value of their work and performance. The terms of remuneration of the KRUK Group employees and persons employed by the KRUK Group under legal relationships other than employment are the same as the terms of remuneration established for the Management Board Members under this Policy in the following respects:
2. (a) Total remuneration: The remuneration package offered by the KRUK Group may comprise both fixed and variable components as well as other benefits. In any case, the fixed monthly pay must be sufficient to satisfy the reasonable financial expectations of professionals employed at the KRUK Group, given that in certain circumstances variable remuneration may not be paid at all. Furthermore, the amounts of individual remuneration components are aligned with local practices prevailing in the markets where the KRUK Group operates;
3. (b) Equal pay: The remuneration practices and rules are applied in such a manner as to prevent any discrimination on the grounds of gender, age, disability, race, religion, nationality, political views, trade union membership, ethnicity, religious denomination,

sexual orientation, fixed-term or open-ended, and full-time or part-time employment. Therefore, professionals employed at the KRUK Group are remunerated in accordance with their respective level of responsibility and performance, so as to promote the retention of key personnel and attract competent professionals to work in the organisation;

(c) Position held linked to competence: In keeping with the remuneration practices in place at the KRUK Group, the remuneration level depends on the position held at the KRUK Group and the level of competence;
(d) Attracting top-tier professionals through competitive remuneration packages, fostering a performance-driven work culture, and prioritising the retention of key talent: In keeping with the remuneration practices in place at the KRUK Group, the remuneration level remains competitive and designed to attract, retain, and motivate individuals with the skills essential for effectively managing the KRUK Group's affairs.

In view of the foregoing, remuneration components paid to Management Board Members for the performance of their duties are aligned with the remuneration components paid to the KRUK Group employees and persons employed by the KRUK Group under legal relationships other than employment.

Since the remuneration for Supervisory Board Members includes no variable components, no account is taken of how the terms of employment and remuneration of the KRUK Group employees and persons employed by the KRUK Group under legal relationships other than employment were considered in establishing this Policy to the extent related to remuneration of Supervisory Board Members.

Section 15 Key features of retirement and disability pension schemes in place at KRUK S.A.

1. Members of the Management Board and Supervisory Board may participate in the ECP operated by KRUK S.A., in accordance with the ECP Act.
1. KRUK S.A.'s funding of the basic contribution and additional contribution, as defined in the ECP Act, in respect of Members of the Management Board and Supervisory Board shall not constitute remuneration within the meaning of Section 6 and Section 11 of this Policy; therefore, no decision by the General Meeting shall be required to that end. As neither the basic contribution nor the additional contribution (as defined in the ECP Act) shall constitute a fixed or variable component of remuneration for Members of the Management Board and Supervisory Board within the meaning of this Policy, no such contributions shall be taken into account when determining the relative proportion between fixed and variable components of remuneration for Members of the Management Board referred to in Section 5.3 hereof.
1. KRUK S.A. may pay an additional contribution of up to 2.5% of the remuneration payable to Members of the Management Board and Supervisory Board. Management Board and Supervisory Board Members may receive an additional contribution from KRUK S.A. without separate consent from the General Meeting, provided that such additional contribution is funded on general terms, i.e., the terms provided for KRUK S.A.'s employees and other persons employed by KRUK S.A. not serving as Management Board or Supervisory Board Members.
Save for the ECP described above, KRUK S.A. does not operate any other retirement or disability pension schemes for Members of the Management Board and Supervisory Board, including early retirement plans.

Section 16 Measures taken to avoid conflicts of interest under the Conflict of Interest Management Policy

1. KRUK S.A. manages conflicts of interest across the KRUK Group in keeping with the rules laid down in its Conflict of Interest Management Policy.
1. Under the Conflict of Interest Management Policy, KRUK S.A. employs measures allowing it to identify and recognise conflicts of interest, establishes key rules for preventing such conflicts, and manages any arising conflicts of interest in a manner that does not compromise KRUK S.A.'s interests. The Conflict of Interest Management Policy also incorporates a gifts policy applying to Members of the Management Board and Supervisory Board.
1. Each Member of the Management Board shall inform the remaining Management Board Members of any interest they have or may have that is in conflict with the interests of KRUK S.A. A Management Board Member shall not take part in discussion and shall not vote on a resolution on any matter in which a conflict of interest concerning that Member has arisen or may arise.
1. Each Member of the Supervisory Board shall inform the remaining Supervisory Board Members of any interest they have or may have that is in conflict with the interests of KRUK S.A. A Supervisory Board Member shall refrain from participating in discussions or voting on any resolution concerning matters where a conflict of interest has arisen or may potentially arise.

Section 17 The Policy's role in supporting the delivery of KRUK S.A.'s business strategy, long-term interests and stability

1. The level of remuneration for Members of the Management Board and Supervisory Board, as specified in this Policy, shall be competitive enough to attract, retain, and motivate individuals with the skills required to effectively manage and oversee the operations of KRUK S.A. Remuneration for Members of the Management Board and Supervisory Board shall be commensurate with the scope of responsibilities associated with their roles, supporting KRUK S.A.'s long-term interests and ensuring its stability.
1. The predominance of fixed components in the remuneration of Management Board Members discourages excessive risk-taking, thus making a positive contribution to the long-term interests and stability of KRUK S.A.
1. Incentive Schemes are structured to link the remuneration of Management Board Members to actual long-term financial performance of KRUK S.A., the sustained growth in shareholder value and the Company's overall stability, thereby supporting the successful implementation of its business strategy.
1. Making the allotment of the 2014 Warrants to Management Board Members conditional on KRUK S.A.'s consolidated results, as specified in Section 20.7 hereof, fosters the Management Board's active engagement in driving the Company's long-term profitability while minimising excessive risk-taking. This approach positively impacts the long-term interests, stability, and successful execution of KRUK S.A.'s business strategy.
Remuneration for Supervisory Board Members is not tied to any options or other derivatives, or to any other variable components, and in particular is not conditional on KRUK S.A.'s performance. This ensures impartial and effective oversight of KRUK S.A.'s operations by the Supervisory Board, which positively contributes to the Company's long-term interests and stability.

Section 18 Grounds and procedure for temporary disapplication of the Policy

1. The Supervisory Board may, if necessary to foster KRUK S.A.'s long-term interests, financial stability, or profitability, decide to temporarily disapply certain elements of this Policy as specified below.
1. Disapplication of this Policy requires a resolution by the Supervisory Board. Such resolution should specify the reason for the disapplication and its maximum duration.
1. For valid reasons, the Supervisory Board may also suspend the application of Section 6.3 and Section 11.3 hereof.
1. The Supervisory Board may suspend the application of Section 6.4 and 6.5 in conjunction with Section 8.3 of this Policy if, prior to expiry of the Management Board's term of office, there is a need to appoint one or more new Members of the Management Board, and in order to recruit a new Management Board Member being a highly qualified professional with relevant experience to hold the position on the Management Board it is necessary to propose terms of employment and remuneration to be included in that person's Management Service Contract with KRUK S.A. different from those provided for in this Policy.
1. The Supervisory Board may also suspend the application of Section 6.4 and 6.5 in conjunction with Section 8.3 of this Policy on becoming aware that the conditions prevailing in KRUK S.A.'s business environment differ significantly from the terms of employment and remuneration of Management Board Members, which could in particular lead to its losing one or more Management Board Members.
1. A decision as to whether any of the circumstances referred to in Section 18.2 and 18.3 above have arisen shall be made at the Supervisory Board's discretion.
1. In its remuneration report, the Supervisory Board shall give information on any disapplication of this Policy's provisions in accordance with Section 18.2 and 18.3 above, along with explanation of the grounds and procedure of such disapplication, and shall specify the elements so disapplied.

Section 19 Decision-making process to establish, implement and review the Policy

1. To establish and implement this Policy, existing practices regarding remuneration and other benefits paid to Members of the Management Board and Supervisory Board shall be considered, and the existing regulations will be revised for greater specificity. This Policy shall be established by the Management Board and then submitted to the Supervisory Board for consideration. Upon obtaining the Supervisory Board's endorsement, this Policy shall be submitted to the General Meeting for approval.
1. The Supervisory Board shall prepare annual remuneration reports that provide a comprehensive overview of the remuneration, including all benefits, in any form, received by or due to individual

Members of the Management Board and Supervisory Board in the previous financial year, in accordance with this Policy. Responsibility for the content of a remuneration report shall rest with the Supervisory Board Members.

1. This Policy shall be reviewed by the Management Board at least once a year, with a particular focus on its effectiveness in achieving its objectives and its alignment with Polish and European regulations regarding the remuneration of management and supervisory board members of listed companies, KRUK S.A.'s internal regulations, and prevailing market practices.
1. The Management Board shall be responsible for updating this Policy and shall present an updated Policy to the Supervisory Board for consideration.
1. A resolution concerning this Policy, including any amendments hereto, shall be adopted at least every four years and, if possible, every three years, by the date of appointment of Members of the Management Board and Supervisory Board for a given term of office specified in the Articles of Association.
1. A revised Policy shall be subject to approval by the General Meeting. The provisions of Section 19.1 shall apply mutatis mutandis to any amendments to the existing Policy.
1. In the event of any amendments to this Policy, the Amended Policy shall contain a description of material changes made relative to its previous version, as well as a description on how the provisions of the General Meeting's resolution presenting its opinion on the remuneration report have been reflected in the Amended Policy.

Section 20 Additional information on remuneration in the form of financial instruments

1. Deleted.
1a. Financial instruments that may be awarded by KRUK S.A. to its Management Board Members as remuneration shall be Warrants, as specified in Section 9 of this Policy.
1. Deleted.
1. The Company does not intend to remunerate Members of the Supervisory Board in the form of financial instruments.
1. Deleted.
4a. The rights to receive remuneration in the form of the 2021 Warrants may be acquired by the Management Board Members in 2022–2025.
4b. The rights to receive remuneration in the form of the 2025 Warrants may be acquired by the Management Board Members in 2026–2029.
1. Deleted.
5a. The 2021 Warrants shall be non-transferable, except where a donation agreement for the Subscription Warrants is executed with the prior consent of the Company, granted through a resolution of the Management Board. No further donation of the Warrants shall be permitted. The 2021 Warrants may not be encumbered, but may be inherited. Company shares subscribed for in the exercise of the rights conferred by the 2021 Warrants shall be freely transferable.
5b. The 2025 Warrants shall be non-transferable, except where a donation agreement for the Subscription Warrants is executed with the prior consent of the Company, granted through a resolution of the Management Board. No further donation of the Warrants shall be permitted.

The 2025 Warrants may not be encumbered, but may be inherited. Company shares subscribed for in the exercise of the rights conferred by the 2025 Warrants shall be freely transferable.

1. Deleted.
6a. The rights to subscribe for Company shares under the 2021 Warrants may be exercised not earlier than 24 months after the end of the financial year for which the warrants of a given Tranche were offered to them and no later than by 31 December 2028.
6b. The rights to subscribe for Company shares under the 2025 Warrants may be exercised not earlier than 36 months after the end of the financial year for which the warrants of a given Tranche were offered to them and no later than by 31 December 2033.
1. Deleted.
7a. The award of remuneration to Members of the Management Board in the form of financial instruments is one of the elements of this Policy intended to promote the delivery the Company's business strategy and its long-term interests. The award of the 2021 Warrants to Members of the Management Board in 2022–2025 is conditional on achievement by the Company, in the financial years 2021–2024, of an appropriate increase in earnings per Company share (EPS). If the number of all Company shares is not reduced, such increase in the EPS will only be possible in the event of an increase in the Company's consolidated net profit. Since the award of the 2021 Warrants to Management Board Members is contingent upon an increase in EPS, it will serve as an additional incentive to drive the successful implementation of the Company's business strategy and support its long-term interests. The conditions for the award of the 2021 Warrants to Members of the Management Board are achievable, which should also support the Company's stability and guide management decision-making within acceptable business risk parameters. These conditions are also measurable, precisely defined and timebound, and thus may offer an effective tool for assessing the performance of the Management Board Members in the context of delivery of the Company's business strategy and its long-term interests. As an additional incentive for the Management Board Members to pursue the objectives aligned with the Company's long-term interests, the issue price of Company shares which the Management Board Members may subscribe for by exercising their rights under the 2021 Warrants has been set at a level equal to the average closing price of Company shares for all trading days in the period from 15 May 2021 to 15 June 2021. The financial benefit for the Management Board Members relating to subscription for Company shares will therefore be linked to an increase in the value of Company shares relative to that issue price. As a result, it will be in the best interest of the Management Board Members to deliver on their management objectives, which should contribute to enhancing the Company value and build investor confidence. Offering Management Board Members remuneration in the form of the 2021 Warrants, along with the opportunity to subscribe for Company shares under these Warrants, will also align their interests with the Company's interests and foster a long-term relationship, thereby enhancing the Company's stability.
7b. The award of remuneration to the Management Board Members in the form of financial instruments is one of the elements of this Policy designed to promote the successful execution of the Company's business strategy and support its long-term interests. The award of the 2025 Warrants to Members of the Management Board in 2026–2029 is conditional on the

achievement by the Company, in the financial years 2025–2028, of an appropriate increase in PBTPS for Company shares. If the number of all Company shares is not reduced, such increase in PBTPS will only be possible in the event of an increase in the Company's consolidated profit before tax. Since the award of the 2025 Warrants to Management Board Members is contingent upon an increase in PBTPS, it will serve as an additional incentive to drive the successful implementation of the Company's business strategy and support its long-term interests. The conditions for the award of the 2025 Warrants to Members of the Management Board are achievable, which should also support the Company's stability and guide management decisionmaking within acceptable business risk parameters. These conditions are also measurable, precisely defined and time-bound, and thus may offer an effective tool for assessing the performance of the Management Board Members in the context of delivery of the Company's business strategy and its long-term interests. As an additional incentive for the Management Board Members to pursue the objectives aligned with the Company's long-term interests, the issue price of Company shares which the Management Board Members may subscribe for by exercising their rights under the 2025 Warrants has been set at a level equal to the average price of one Company share calculated as the quotient of the total trading value of the shares (in PLN) and the trading volume of the shares (in units) on the Warsaw Stock Exchange for the period of one month preceding the date of the General Meeting adopting the Stock Option Plan, that is for the period from December 29th 2024 to January 29th 2024. The financial benefit for the Management Board Members relating to subscription for Company shares will therefore be linked to an increase in the value of Company shares relative to that issue price. As a result, it will be in the best interest of the Management Board Members to deliver on their management objectives, which should contribute to enhancing the Company value and build investor confidence. Offering Management Board Members remuneration in the form of the 2025 Warrants, along with the opportunity to subscribe for Company shares under these Warrants, will also align their interests with the Company's interests and foster a long-term relationship, thereby enhancing the Company's stability.

Section 21 Miscellaneous

1. This Policy shall become effective upon its approval by the General Meeting.
1. This Policy shall be adopted for a fixed term of four years from the date specified in Section 21.1 above, unless the General Meeting adopts an Amended Policy prior to expiry of that period. An Amended Policy shall also be understood to mean the adoption by the General Meeting of a resolution to extend the application of this Policy without any modifications. In the event that an Amended Policy is approved by the General Meeting, the four-year term shall run anew from the date of such approval of the Amended Policy.
1. If an Amended Policy is not adopted by the General Meeting within the four years, KRUK S.A. shall remunerate Members of the Management Board and Supervisory Board in accordance with the existing Policy.
1. Temporary disapplication of this Policy referred to in Section 18 above shall not affect its effective period.

In connection with Art. 90d.1 of the Public Offering Act, and having regard to the criminal liability referred to in Art. 104d of the Public Offering Act, we, the undersigned Management Board Members, hereby assume responsibility for the information contained in this Policy, and we certify that the data contained herein is accurate and complete.

Piotr Krupa, President of the Management Board

Piotr Kowalewski, Member of the Management Board

Urszula Okarma, Member of the Management Board

Adam Łodygowski, Member of the Management Board

Michał Zasępa, Member of the Management Board APPENDIX 1

TO THE REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF KRUK S.A.

SELECTED NON-PAY BENEFITS AND PROPORTION BETWEEN FIXED AND VARIABLE REMUNERATION COMPONENTS FOR MANAGEMENT BOARD MEMBERS

1. Proportion between fixed and variable remuneration components for Management Board Members (on an annual basis)

▪ The relative proportion between fixed and variable remuneration components for Management Board Members, as shown in the chart above, follows from the maximum bonus amount that Members of the Management Board may receive by decision of the Supervisory Board (cf. Section 8.3 of the Policy). The maximum possible amount of that bonus is closely linked in the Policy to the amount of fixed monthly base pay of a Management Board Member. The decision

to grant a bonus to a Management Board Member is solely at the discretion of the Supervisory Board, based on its evaluation of the extent to which financial and individual annual objectives have been achieved.

▪ It is not possible to determine the share of remuneration awarded to Management Board Members in the form of financial instruments versus the total amount of their remuneration, given the nature of the financial instruments awarded to Management Board Members. The incentive schemes under which the Warrants may be allotted shall be designed in such a way that Management Board Members may receive a certain predetermined maximum number of Warrants (cf. Section 9 of the Policy). The amount of remuneration awarded in the form of financial instruments will therefore depend on the value of the Warrants at the time of their award to a Management Board Member. It is not possible to determine that value at the time of adopting the Policy, as it will depend on the difference between the future value of Company shares at the time of award of the Warrants to a Management Board Member and the issue price of Company shares subscribed for by exercising the Warrants.

2. Guaranteed sum insured under accident and disability insurance

The General Meeting hereby approves the entry by KRUK S.A., in fulfilment of its obligations under the Management Service Contracts with Management Board Members, into insurance contracts covering accident and disability insurance with the following guaranteed sums insured:

(a) for the President of the Management Board: PLN 3,000,000 (three million złoty, 00/100) on a gross basis
(b) for each Management Board Member other than the President: PLN 1,000,000 (one million złoty, 00/100) on a gross basis.

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Kruk S.A. Remuneration Information 2025

5678_rns_2025-01-31_88dffefd-4e3b-4457-a9ce-2be9a00fdcce.pdf

Section 1 Introduction

Section 2 Definitions