Current Report No. 22/2020: 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 1.00 pm on August 31st 2020 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 2019. 
7)    Review of the separate financial statements of KRUK S.A. for the financial year ended December 31st 2019 and resolution to approve the separate financial statements.
8)    Review of the Directors’ Report on the operations of KRUK S.A. in 2019 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 2019 and resolution to approve the consolidated financial statements.
10)    Review of the Directors’ Report on the operations of the KRUK Group in 2019 and resolution to approve the Directors’ Report.
11)    Review of the Management Board’s proposal and recommendation concerning allocation of KRUK S.A.’s net profit for 2019. Voting on a resolution concerning:
a)    allocation of KRUK S.A.’s net profit for 2019 and authorising the Management Board to buy back Company shares for cancellation, and creation of a capital reserve to fund the share buyback, or
b)    allocation of KRUK S.A.’s net profit for 2019 and distribution 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 2019,
b)    to grant liability discharge to members of the Supervisory Board for 2019. 
13)    Resolution to amend Resolution No. 26/2014 of the Annual General Meeting of KRUK S.A. of Wrocław, dated May 28th 2014, on setting the rules of an incentive scheme for 2015–2019, 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. 
14)    Resolution to adopt the consolidated text of the Company’s Articles of Association.
15)    Resolution to adopt the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.
16)    Closing of the Meeting.

In view of the epidemic situation in Poland, the Company's Management Board has decided to hold the General Meeting at the Company's registered office in Wrocław. In the Management Board's opinion, this will help ensure strict compliance by all attendees with the social distancing and other epidemic-related rules currently in place. 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 […]