Current Report No. 20/2018: Amendment and adoption of the consolidated text of the Articles of Association by the Annual General Meeting on April 18th 2018

The Management Board of KRUK S.A. (the “Company”) announces that further to Resolution No. 22/2018 passed by the Annual General Meeting on April 18th 2018, Art. 13.4 of the Company’s Articles of Association were amended as follows:

In Art. 13.4 of the Articles of Association, reading:

“4. Subject to the provisions of the Polish Commercial Companies Code, the Supervisory Board may adopt resolutions by voting in writing or by using means of distance communication (by phone or otherwise, in a manner which guarantees communication among all members of the Supervisory Board). A resolution so passed shall be valid only if all members of the Supervisory Board have been duly notified of the content of the draft resolution. If a resolution is to be adopted in writing, the Chairperson of the Supervisory Board shall vote first and send the text of the resolution to the other Supervisory Board members. The resolution shall be valid if signed by an absolute majority of the Supervisory Board members. Adoption of a resolution using means of distance communication shall be approved by the Chairperson of the Supervisory Board, who shall receive the votes of the other members. The approval shall be made by specifying in the resolution the adoption procedure and votes cast by each Supervisory Board member. In the case of either procedure, in the event of a voting tie, the Chairperson of the Supervisory Board shall have the casting vote.”

shall be amended to read as follows:

“4. Subject to the provisions of the Polish Commercial Companies Code, the Supervisory Board may adopt resolutions by way of any of the following procedures: (a) in writing, (b) using means of distance communication only, or (c) in the mixed manner, i.e. when some members of the Supervisory Board attend a Supervisory Board meeting in person and at least one member of the Supervisory Board participates in the meeting using means of distance communication (phone call, video conference, or otherwise in a manner which guarantees communication among all the members of the Supervisory Board). A resolution passed by way of any of the above procedures shall be valid only if all members of the Supervisory Board have been duly notified of the content of the draft resolution and it has been signed by an absolute majority of the Supervisory Board members. If a resolution is to be adopted in writing, individual members of the Supervisory Board shall cast their votes in writing. Adoption of a resolution using means of distance communication shall be approved by the Chairperson of the Supervisory Board, who shall receive the votes of the other members. The approval shall be made by specifying in the resolution the adoption procedure and votes cast by each Supervisory Board member. In justified cases, meetings of the Supervisory Board may be held in accordance with the mixed procedure subject to prior consent of the Chairperson of the Supervisory Board. If the mixed procedure is applied, the Chairperson of the Supervisory Board or another member of the Supervisory Board who chairs a given Supervisory Board meeting or a person authorised by such member shall read out loud the resolutions or forward them in electronic form to all members of the Supervisory Board attending the meeting, following which they vote in turn for or against a resolution. The signature on behalf of a person taking part in the Supervisory Board meeting using means of distance communication shall be placed by the Supervisory Board member who chairs the meeting, specifying the manner in which that member participates in the meeting. In the case of all of the above procedures, in the event of a voting tie, the Chairperson of the Supervisory Board shall have the casting vote.”

The above amendments to the Articles of Association will become effective upon their registration with the Business Register of the National Court Register.

The Company publishes, in the form of an appendix to this report, the consolidated text of the amended Articles of Association adopted by the Annual General Meeting by Resolution No. 23/2018.

 Detailed legal basis: Par. 38.1.2 of the Regulation of the Minister of Finance of February 19th 2009 on current and periodic information […]