Acting on the basis of Art. 399.1 in conjunction with Art. 395.1 and 395.2 of the Polish Commercial Companies Code and Art. 16.3 of the Articles of Association, Management Board of Kruk S.A. (the Company) convenes the Annual General Meeting of KRUK S.A. for 12.00 noon on May 10th 2024 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 2023.
7)        Review of the separate financial statements of KRUK S.A. for the financial year ended 31 December 2023 and voting on a resolution to approve the separate financial statements.
8)        Review of the consolidated financial statements of the KRUK Group for the financial year ended 31 December 2023 and voting on a resolution to approve the consolidated financial statements.
9)        Review of the Directors’ Report on the operations of the KRUK Group and KRUK S.A. in 2023 and voting on a resolution to approve the Directors’ Report.
10)     Review of the Management Board’s proposal regarding allocation of KRUK S.A.’s net profit for 2023 and the recommendation for the General Meeting to allocate the Company’s net profit for 2023 to dividend distribution and statutory reserve funds. Voting on a resolution concerning allocation of KRUK S.A.’s net profit for 2023 and payment of dividend to the Company’s shareholders.
11)     Voting on resolutions:
a)         to grant liability discharge to Members of the Management Board of KRUK S.A. for 2023,
b)         to grant liability discharge to Members of the Supervisory Board of KRUK S.A. for 2023.
12)     Voting on a resolution to provide an opinion on the Report on Remuneration for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław for 2023.
13)     Voting on a resolution concerning the Remuneration Policy for Members of the Management Board and Supervisory Board of KRUK S.A. of Wrocław.
14)     Voting on a resolution to grant consent to the acquisition by Members of the Supervisory Board and Members of the Management Board of bonds issued by KRUK S.A.
15)     Closing of the Annual General Meeting.
 
The Company's Management Board has decided to hold the General Meeting at the Company's registered office in Wroclaw. 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 Polish Commercial Companies Code, along with the draft resolutions and documents to be debated at the Meeting.