Current Report No. 41/2021: Registration of amendments to KRUK Articles of Association

The Management Board of KRUK S.A. (the “Company”) announces that on October 5th 2021 it received a decision (the “Decision”) of the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, whereby it had registered, on October 1st 2021, a reduction in the Company’s share capital by PLN 271,000 following the buyback of 271,000 Series A shares in the Company with a par value of PLN 1 per share (the “Share Buyback”) and a relevant amendment to the Company’s Articles of Association. 
The Share Buyback had been carried out in accordance with the rules defined in Resolution No. 7 of the Company’s Annual General Meeting of August 31st 2020 on allocation of KRUK S.A.’s net profit for 2019, authorising the Management Board to buy back Company shares for cancellation, and creation of a capital reserve to fund the buyback. 
The cancelled shares carried 271,000 voting rights at the Company’s General Meeting.
KRUK S.A.’s share capital currently comprises:
a) 2,421,220 Series A ordinary bearer shares, 
b) 11,366,600 Series AA ordinary bearer shares, 
c) 1,250,000 Series B ordinary bearer shares, 
d) 491,520 Series C ordinary bearer shares, 
e) 1,100,000 Series D ordinary bearer shares, 
f) 843,876 Series E ordinary bearer shares, 
g) 266,829 Series F ordinary bearer shares, 
h) 1,000,000 Series G ordinary bearer shares.
Currently, the share capital of KRUK S.A. amounts to PLN 18,740,045 and is divided into 18,740,045 shares, conferring 18,740,045 voting rights at the Company’s General Meeting.
Also by virtue of the Decision, the following amendments to the Company’s Articles of Association adopted by its Annual General Meeting on June 16th 2021 by way of Resolutions No. 22/2021 and No. 24/2021 were entered in the Business Register:
1.    Art. 4d was added after Art. 4c in the Company’s Articles of Association, reading as follows:
“1. The share capital has been conditionally increased by no more than PLN 950,550.00 (nine hundred and fifty thousand, five hundred and fifty złoty) through the issue of no more than 950,550 (nine hundred and fifty thousand, five hundred and fifty) Series H ordinary bearer shares
with a par value of PLN 1 (one złoty) per share.
2.  The purpose of the conditional share capital increase referred to in Art. 4d.1 above is to grant the right to subscribe for Series H shares to holders of subscription warrants issued under Resolution No. 22/2021 adopted by the Annual General Meeting on June 16th 2021.
3.  Holders of subscription warrants issued by the Company under Resolution No. 22/2021 of the Annual General Meeting of June 16th 2021
shall be entitled to subscribe for Series H shares. Subscription warrants referred to above may be inherited, but may not be encumbered or disposed of.
4.  Holders of Subscription Warrants shall be entitled to exercise their rights to subscribe for Series H Shares attached to the Subscription Warrants not earlier than 24 months after the date on which they acquired the Subscription Warrants (lock-up for subscription of Series H Shares by holders of Subscription Warrants) and not later than on December 31st 2028.
5.  Holders of Subscription Warrants shall be entitled to exercise 
the rights to subscribe for Series H Shares under Subscription Warrants prior to the lapse of the period referred to in Art.4d.4 if by the end of that period a tender offer to acquire more than 33% of the Company shares is announced under the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended).
6.  Series H Shares shall be paid up in cash.”

2.    Art. 4.1 was amended to read as follows:
“1. The Company’s share capital shall amount to PLN 18,740,045.00 (eighteen million, seven hundred and forty thousand, forty-five złoty) and shall be divided into 18,740,045.00 (eighteen million, seven hundred and forty thousand, forty-five) shares with a par value of PLN 1 (one złoty) per share, including:  
a)  2,421,220 (two million, four hundred and twenty-one thousand, two hundred and twenty) Series A ordinary bearer shares,  
b)  11,366,600 (eleven million, three hundred and sixty-six thousand, six hundred) Series AA ordinary bearer shares,  
c)  1,250,000 (one million, two hundred and fifty thousand) Series B ordinary bearer shares,  
d)  491,520 (four hundred and ninety-one thousand, five hundred and twenty) Series C ordinary bearer shares,  
e)  1,100,000 (one million, one hundred thousand) Series D ordinary bearer shares,  
f)  843,876 (eight hundred and forty-three thousand, eight hundred and seventy-six) Series E ordinary bearer shares, 
g)  266,829 (two hundred and sixty-six thousand, eight hundred and twenty-nine) Series F ordinary bearer shares,  
h)  1,000,000 (one million) Series G ordinary bearer shares.”

The issuer shall attached consolidated text of the Statute of the Company taking into account the above change.
Detailed legal basis: Par. 5.1 of the Regulation of the Minister of Finance of March 29th 2018 on current and periodic information […]