Current Report No. 18/2013: Representations submitted by authorised shareholders on appointment of new Supervisory Board Members

Current Report No. 18/2013

Date of the report: March 27th 2013

Abbreviated name of the Company: KRUK S.A.

Subject: Representations submitted by authorised shareholders on appointment of new members of the Supervisory Board

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

Text of the report:

The Management Board of KRUK S.A. (Issuer, Company) reports that on March 27th 2013 representations have been received from KRUK shareholders, i.e. Polish Enterprise Fund IV, L.P. (The Fund) and Mr Piotr Krupa concerning the exercise of their respective rights to appoint members of the KRUK Supervisory Board, in compliance with KRUK' Articles of Association. The representations were submitted further to the inclusion in the agenda of the Extraordinary General Meeting of KRUK S.A., called for March 27th 2013, of the items concerning the proposed change in the number of members of the Supervisory Board, dismissal and appointment of members of the Supervisory Board of the new term, and setting their remuneration.

The Fund represented that by exercising its rights, in their part based on par. 11.4 of the Company's Articles of Association, it appointed one member of the Supervisory Board of the new term, namely Mr Dariusz Prończuk, with effect as of March 20th 2013. Mr Dariusz Prończuk will serve as Chairman of the Supervisory Board.

At the same time, the Fund represented that it waived its other rights under par. 11.4 of the Articles of Association.

Mr Piotr Krupa represented that under his rights pursuant to par. 11.5 of the Company's Articles of Association, should the Extraordinary General Meeting resolve to change of the number of members of the KRUK Supervisory Board from five to seven, Mr Krupa would appoint to the KRUK Supervisory Board Mr Robert Koński as of March 27th 2013 and Ms Katarzyna Beuch as of April 1st 2013.

Brief resumes of the curricular vitae of the new Board members are presented below.

Mr Dariusz Prończuk:

Mr Dariusz Prończuk is a graduate of SGPiS (currently the Warsaw School of Economics), the Faculty of Foreign Trade. He was awarded a Master’s degree in Economics in 1987. He specialises in financial and construction services, and the IT sector. Mr Prończuk has participated in 20 projects to date, including investments in Lukas S.A., Comp Rzeszów S.A. (currently Asseco Poland S.A.), Magellan, KRUK and Skarbiec. Previously he worked in the consulting industry and served as Vice-President at Hejka Michna investment bank.

He serves as member of supervisory boards of Magellan S.A., MedFinance, Skarbiec Asset Management Holding S.A., Kofola S.A., and AVG Technologies N.V.

Mr Prończuk is also a member of management boards of the following companies: Enterprise Investors Corporation, Polish Enterprise Investors VI GP, Ltd., Enterprise Venture Partners I GP, Ltd., Enterprise Investors Sp. z o.o., Netrisk.hu Első Online Biztosítási Alkusz Kft., S.C. MACON S.A.


Ms Katarzyna Beuch

Ms Katarzyna Beuch is a graduate of the Faculty of Management and IT Studies at the Wrocław University of Economics. She also completed a postgraduate USAID programme for Polish bankers on assets and liabilities management and banking risk. In 2000, she obtained a diploma of the Association of Chartered Certified Accountants (ACCA). She began her professional career in 1993 at the Department of Assets and Liabilities Management of Bank Zachodni S.A. in Wrocław. In 1996-2006, Ms Katarzyna Beuch worked at the Audit Department of Ernst & Young Audit Sp. o.o., where she progressed from the position of assistant and section manager to manager. She dealt with audits of financial reports, due diligence projects and accountancy consulting at financial institutions, such as banks, leasing and insurance companies, pension and investment funds, and also in enterprises. In 2006-2012, she worked at Getin Holding S.A., where she served as member of the Management Board and CFO (October 2009 - September 2012), and before that a Deputy CFO and commercial proxy of the company. Ms Katarzyna Beuch served as member of supervisory boards in the following GH Group companies: Carcade (2010-2012), Sombelbank (2010-2012), Plus Bank (2010-2012), MW Trade S.A. (2011-2012), Panorama Finansów S.A. (2011-2012), and Fiolet PDK S.A. (2007-2011).


Mr Robert Koński

Mr Koński graduated from the John F. Kennedy School of Government (MPA), Harvard University and Tufts University (BA) in the US. Since April 2012, he has been an Advisor to the President of the Management Board of PGE Polska Grupa Energetyczna S.A. In 2008-2012, Mr Koński worked for Kulczyk Holding S.A., initially as a Member of the Management Board and Chief Operating Officer, and from July 2010 as an Advisor to the Management Board. Previously, he spent six years with Euronet Worldwide, Inc., first as the head of Polish operations and then as Regional Director. Earlier, he held the position of partner at Horton International (the executive search sector), consultant at Egon Zehnder International, and Fixed Income Manager at IB Austria Securities S.A. In 1990-1995, as an advisor to the Minister of Finance (from Leszek Balcerowicz’s to Grzegorz Kołodko’s term), he was involved in the transformation and restructuring of the Polish financial services sector. He was also a member of the team that negotiated the agreement with the London Club. In 1988-1990 Mr Koński was a legal assistant at Conley&Hodge Associates. He is a member of the Board of the Harvard Club of Poland and serves on the Board of Trustees at the American School of Warsaw. Mr Koński is a member of the Polish branch of Young Presidents’ Organization (YPO) and the shooting section of C.W.K.S. Legia Warszawa, a sports club.

Based on the submitted representations, as of the date of their respective appointments none of the persons specified above has been engaged in any activities competitive to the Company’s business or has been a partner in any competitive partnership under civil law or another type of partnership, or a member of a governing body of any competitive company or other legal entity. Further, none of these persons is entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.1.22 of the Regulation of the Minister of Finance of February 19th 2009 on current and periodic information to be published by issuers of securities […].

For the Company:

Piotr Krupa – President of the Management Board

Rafał Janiak – Member of the Management Board

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