Current Report No. 41/2022: Registration of amendment to Articles of Association of KRUK S.A.

The Management Board of KRUK S.A. (the “Company”) announces that on May 4th 2022 it received a decision to register on April 29th 2022 by the District Court for Wrocław-Fabryczna of Wrocław, 6th Commercial Division of the National Court Register, of an amendment to the Company’s Articles of Association made pursuant to Resolution No. 27/2022 and Resolution No. 29/2022 of the Annual General Meeting of April 14th 2022.
Pursuant to the decision of April 29th 2022, an amendment to Art. 11-16 of the Company’s Articles of Association was registered with the National Court Register. The amendment consisted in:
The Company's Articles of Association shall be amended as follows:
1. Art. 11.12, which has read as follows:
“12. A candidate member of the Supervisory Board or a member of the Supervisory Board appointed according to par. 3, par. 4 and par. 5 above should declare to the Company in writing, promptly after his/her appointment, that he/she satisfies the independence criteria determined in Annex 11 to the "Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board" and promptly inform the Company if the situation changes during the term of office.” 
shall be amended to read as follows: 
“12. Candidates to the Supervisory Board or members of the Supervisory Board appointed in  accordance with Art. 11.5 above should submit to the Company, promptly after appointment, a written statement to the effect that they meet the independence criteria under Art. 129.3 of the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11th 2017 (Dz.U. of 2020, item 1415, as amended) and advise the Company promptly if their status changes during the Supervisory Board’s term of office. 
A member of the Supervisory Board shall be deemed to be independent if they meet all of the following criteria: 
a) they are not, nor have been in the period of the last five years since the date of their appointment, members of the senior management, including the management board or any other governing body, of the Company or any affiliate thereof; 
b) they are not, nor have been in the period of the last three years since the date of their appointment, employees of the Company or any affiliate thereof, except where a member of the supervisory board is an employee who is not a member of the Company‘s senior management and who was elected to the supervisory board or another supervisory or control body of the Company as a representative of its employees; 
c) they do not have control over the Company within the meaning of Art. 3.1.37.a-e of the Accounting Act of September 29th 1994 (consolidated text: Dz.U. of 2021, item 217, as amended), nor represent any persons or entities having control over the Company; 
d) they do not receive, nor have received, any additional significant remuneration from the Company or from any affiliate thereof, except the remuneration paid to members of the Supervisory Board or of any other supervisory or control body, including the Audit Committee; 
e) they do not maintain, nor have maintained over the last year since the date of their appointment, any material economic relations with the Company or any affiliate thereof directly or as owners, partners, shareholders, members of the supervisory board or of any other supervisory or control body, or members of the senior management, including the management board or any other governing body, of an entity maintaining such relations; 
f) they are not, nor have been in the period of the last two years since the date of their appointment: 
i. owners, partners (including general partners) or shareholders of the current or previous audit firm that audited the financial statements of the Company or of any affiliate thereof; or 
ii. members of the supervisory board or of any other supervisory or control body of the current or previous audit firm that audited the financial statements of the Company; or 
iii. employees or members of the senior management, including the management board or any other governing body, of the current or previous audit firm that audited the financial statements of the Company or of any affiliate thereof; or 
iv. any other individual engaged to provide services or supervised by the current or previous audit firm or by a qualified auditor acting on behalf of the firm; 
g) they are not members of the management board or any other governing body of an entity whose supervisory board or any other supervisory or control body includes a member of the Management Board of the Company;
h) they have not been members of the Supervisory Board of the Company for more than 12 years; 
i) they are not married to, do not cohabit with, or are not related by blood or affinity in the direct line or in the collateral line up to the fourth degree to a member of the Management Board of the Company or a person referred to in Art. 11.12(a)-(h);
 j) they do not remain in a relationship of adoption, care or guardianship with a member of the Management Board of the Company or with a person referred to in Art. 11.12(a)-(h).” 
2. In Art. 11, after Art. 11.12 a new Art. 11.13 shall be added, reading as follows: 
“13. Candidates to the Supervisory Board or members of the Supervisory Board appointed in accordance with Article 11.5 above should submit to the Company, promptly after appointment, a written statement on whether there exist or do not exist any other circumstances resulting in their not meeting the independence criteria and advise the Company promptly if such circumstances arise or cease to exist during the Supervisory Board’s term of office.” 
3. In Art. 11, Art. 11.13, Art. 11.14 and Art. 11.15 shall be renumbered as Art. 11.14, Art. 11.15, and Art. 11.16. 
4. Art. 12.2, which has read as follows: 
„2. Subject to provisions of Art. 11 par. 3, par. 4 and par. 5 above, the Supervisory Board will appoint the Chairperson and Vice Chairperson at the first meeting by secret ballot and by absolute majority of votes cast by members of the Supervisory Board present at the meeting. 
shall be amended to read as follows: 
 “2. Subject to the provisions of Art. 11.5 above, the Supervisory Board shall, at its first meeting, elect its Chairperson and Vice Chairperson in an open ballot with an absolute majority of votes cast by Supervisory Board members present at the meeting. 
5.    Art. 14.2(15), which has read as follows: 
„15) approving the employment of advisors and other third parties to by the Company or its subsidiaries as consultants, lawyers or agents, if the total annual costs related to employment of such persons, not provided for in the budget, incurred by the Company exceeded PLN 500,000.00 (five hundred thousand); 
shall be amended to read as follows: 
“15) Granting consent to the Company or any of its subsidiaries to engage advisers and other third-party individuals as consultants, lawyers or agents if the resulting total annual cost to the Company, not provided for in the budget, would exceed PLN 1,000,000.00 (one million);” 
6.    Art. 14.2(20), which has read as follows: 
„20) approving the enforcement of all, gratuitous regulations or incurring any gratuitous liabilities by the Company or the Company's subsidiary outside the limits of the Company's business area in the amount exceeding PLN 200,000 (two hundred thousand) per business year, except when the parties to the transaction are solely entities forming part of the Capital Group KRUK;”
shall be amended to read as follows:
“20) Granting consent to making any gratuitous disposals or commitments by the Company or a subsidiary of the Company outside the scope of the Company's business for a total amount exceeding in a given financial year 0.6% of the Company’s net profit as disclosed in the Company’s authorised financial statements for the prior year, unless only members of the KRUK Group are parties to the transaction; if the Company fails to earn profit in a given financial year, the Supervisory Board’s consent shall be required for making any gratuitous disposals or commitments by the Company or a subsidiary of the Company outside the scope of the Company's business for a total amount exceeding in a given financial year PLN 400,000 (four hundred thousand), unless only members of the KRUK Group are parties to the transaction;”
By virtue of the same decision, the Court also registered the composition of the Supervisory Board of KRUK S.A. of a new term of office, comprising:
1. Piotr Stępniak
2. Krzysztof Kawalec
3. Katarzyna Beuch
4. Ewa Radkowska-Świętoń
5. Izabela Felczak-Poturnicka 
6. Piotr Szczepiórkowski
7. Beata Stelmach
The Company publishes, in the form of an appendix to this report, a consolidated text of the amended Articles of Association.
Detailed legal basis: Par. 5.1 of the Regulation of the Minister of Finance of April 20th 2018 on current and periodic information […]