Current Report No. 17/2021: Notice of the Annual General Meeting of KRUK S.A. and draft resolutions

Acting on the basis of Art. 399.1 in conjunction with Art. 395.1 and 395.2 of the Commercial Companies Code and Art. 15.3 of the Articles of Association, Management Board of Kruk S.A.  (the Company) convenes the Annual General Meeting of KRUK S.A. for 2.00 pm on June 16th 2021 in Wroclaw, ul. Wołowska 8, at the registered office of the Company, with the following agenda:

1)    Opening of the Annual General Meeting.
2)    Appointment of the Chair of the Annual General Meeting.
3)    Confirmation that the Annual General Meeting has been duly convened and has the capacity to pass resolutions.
4)    Adoption of the agenda.
5)    Presentation by the KRUK S.A. Management Board of the Company’s financial results and other material information contained in its financial statements.
6)    Review of the KRUK S.A. Supervisory Board’s report for 2020. 
7)    Review of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2020 and resolution to approve the separate financial statements.
8)    Review of the Directors’ Report on the operations of KRUK S.A. in 2020 and resolution to approve the Directors’ Report.
9)    Review of the consolidated financial statements of the KRUK Group for the financial year ended December 31st 2020 and resolution to approve the consolidated financial statements.
10)    Review of the Directors’ Report on the operations of the KRUK Group in 2020 and resolution to approve the Directors’ Report.
11)    Review of the Management Board’s proposal and recommendation on allocation of KRUK S.A.’s net profit for 2020. Resolution on allocation of KRUK S.A.’s net profit for 2020 and payment of a dividend to the Company’s shareholders.
12)    Resolutions:
a)    to grant liability discharge to members of the Management Board of KRUK S.A. for 2020,
b)    to grant liability discharge to members of the Supervisory Board for 2020. 
13)    Resolution to 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 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. 
14)    Resolution to cancellation of shares bought back by the Company.
15)    Resolution to share capital reduction in connection with cancellation of own shares bought back by the Company and amendment of the Company’s Articles of Association.
16)    Resolution to adoption of the consolidated text of the Articles of Association of KRUK S.A. of Wrocław.
17)    Resolution to amendment of the Rules of Procedure of the Supervisory Board of KRUK S.A. and drafting the consolidated text of the Rules of Procedure.
18)    Resolution to giving an opinion on the Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2019 and 2020.
19)    Resolutions to adoption of amendments to the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.
20)    Closing of the Meeting

The Company's Management Board has decided to hold the General Meeting at the Company's registered office in Wrocław, also in view of the current epidemic situation in Poland. 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 Annual General Meeting given in accordance with Art. 402[2] of the Commercial Companies Code, along with the draft resolutions and documents to be debated at the Meeting.
Detailed legal basis: Par. 19.1.1 and 19.1.2 of the Regulation of the Minister of Finance of March 29th 2018 on current and periodic information […]