Notice of the Extraordinary General Meeting of KRUK S.A. and draft resolutions

Acting on the basis of Art. 399.1 in conjunction with Art. 398 of the Polish Commercial Companies Code as well as Art. 16.5.(a) of the Company’s Articles of Association, Management Board of Kruk S.A. (the Company) convenes the Extraordinary General Meeting of KRUK S.A. for 12.00 noon on January 30th 2025 in Wroclaw, ul. Wołowska 8, at the registered office of the Company, with the following agenda:

1)         Opening of the Extraordinary General Meeting.
2)         Appointment of the Chair of the Extraordinary General Meeting.
3)         Confirmation that the Extraordinary General Meeting has been duly convened and has the capacity to pass resolutions.
4)         Adoption of the agenda.
5)         Voting on a resolution to amend the Company’s Articles of Association.
6)         Voting on a resolution to amend the Rules of Procedure of the Supervisory Board of KRUK S.A. of Wrocław and draw up the consolidated text of the Rules of Procedure.
7)         Voting on a resolution to amend 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 to amend the Articles of Association.
8)         Voting on a resolution defining the rules of an incentive scheme for the years 2025–2028, conditional increase in the Company’s share capital and issue of subscription warrants with the Company existing shareholders’ pre-emptive rights waived in whole with respect to the shares to be issued as part of the conditional share capital increase and subscription warrants, and amendments to the Articles of Association.
9)         Voting on a resolution to adopt the consolidated text of the Company’s Articles of Association.
10)     Voting on a resolution to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław in connection with the adoption by the KRUK S.A. Extraordinary General Meeting, by Resolution No. .../2025 of 30 January 2025, of the rules of an incentive scheme for 2025-2028.
11)     Voting on a resolution to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław with regard to Section 2, Section 8, Section 9, Section 20 and Appendix 1.
12)     Voting on a resolution to adopt the consolidated text of the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.
13)     Closing of the General Meeting.
 
The Company's Management Board has decided to hold the General Meeting at the Company's registered office in Wroclaw. Shareholders may also participate in the General Meeting by electronic means of communication.
Attached hereto the Company publishes the full text of the notice of the Extraordinary General Meeting given in accordance with Art. 402[2] of the Polish Commercial Companies Code, along with the draft resolutions and documents to be debated at the Meeting.