Legal basis: Art. 56 sec. 1 point 2 of the Act on Public Offering - current and periodic information
Subject: A shareholder's request to include certain matters on the agenda of the Extraordinary General Meeting of the Company convened for March 17, 2021, supplementing the agenda of the Extraordinary General Meeting of the Company convened for March 17, 2021, and draft resolutions in connection with supplementing the agenda.
Management Board of VRG S.A. with its registered office in Kraków (hereinafter: the "Company"), notifies that on February 24, 2021, it received from the shareholder IPOPEMA 21 FIZAN, representing not less than 1/20 of the share capital of the Company, an application pursuant to Art. 401 par. 1 of the Commercial Companies Code to include on the agenda of the Extraordinary General Meeting of the Company convened on March 17, 2021 at 12:00 (hereinafter: the "General Meeting") the following matter: changes in the Company's Articles of Association and extension of the agenda of the General Meeting by the following items :
1. Adoption of a resolution on amendments to the Articles of Association with regard to the resolution appointing a member of the Supervisory Board.
2. Adoption of a resolution on amendments to the Company's Articles of Association with regard to the obligation to convene a meeting of the Company's Supervisory Board.
3. Adoption of a resolution on amendments to the Company's Articles of Association as regards the lack of return of the vote by a member of the Company's Supervisory Board in the ordered vote.
4. Adoption of a resolution on amendments to the Company's Articles of Association with regard to voting using means of direct remote communication.
5. Adoption of a resolution on amendments to the Company's Articles of Association with regard to the adoption of the regulations of the Supervisory Board of the Company.
6. Adoption of a resolution on amendments to the Company's Articles of Association in the scope of extending the catalog of activities for which the consent of the Company's Supervisory Board is required.
7. Adoption of a resolution on amendments to the Company's Articles of Association with regard to the management of the budget specified by the General Meeting.
8. Adoption of a resolution to amend the Articles of Association in the scope of extending the competences of the General Meeting of Shareholders.
9. Adoption of a resolution authorizing the Supervisory Board to adopt the uniform text of the Company's Articles of Association.
Taking into account the shareholder's request pursuant to Art. 401 par. 2 of the Commercial Companies Code, the Management Board of the Company decided to extend the agenda of the General Meeting to include items included in the shareholder's request.
In connection with the above, the Management Board of the Company announces the extended agenda of the General Meeting.
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation of the correctness of the convening of the General Meeting and its capacity to adopt resolutions.
4. Adoption of a resolution on the approval of co-optation to the Supervisory Board of Mr. Mateusz Kolański in accordance with the resolution of the Supervisory Board of January, 19, 2021.
5. Changes in the composition of the Supervisory Board of the Company.
6. Adoption of a resolution on the amendment of the Remuneration Policy for members of the Management Board and the Supervisory Board of VRG SA with its registered office in Kraków.
7. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of the resolution appointing a member of the Supervisory Board.
8. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of the obligation to convene a meeting of the Supervisory Board of the Company.
9. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of failure to provide a vote by a member of the Supervisory Board of the Company in the ordered vote.
10. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of participation in voting using the direct distant communication means.
11. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of to the adoption of the Regulations of the Supervisory Board of the Company.
12. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of to the extension of the list of activities for which the approval of the Supervisory Board of the Company is required.
13. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of the disposal of the budget by the Supervisory Board of the Company.
14. Adoption of a resolution regarding amendment of the Company's Articles of Association within the scope of the extension of the powers of the General Meeting of the Shareholders.
15. Adoption of a resolution regarding authorisation of the Supervisory Board to adopt the consolidated text of the Articles of Association of the Company.
16. Closing of the General Meeting
Amendments to the Articles of Association proposed by the shareholder:
in §17 after sec. 3 the following paragraph shall be added: 4 is added:
"4. A resolution of the General Meeting to appoint a member of the Supervisory Board may define his function in the Supervisory Board, in particular the function of the Chairman, Vice-Chairman and Secretary. ”.
II.
§18 section 1 in the current wording:
"1. The Supervisory Board elects from among its members the Chairman of the Supervisory Board and his Deputy, and, if necessary, also the Secretary of the Supervisory Board.
is replaced by the following:
"1. If the functions of the members of the Supervisory Board are not specified in the resolution of the General Meeting, the Supervisory Board shall elect from among its members the Chairman of the Supervisory Board and his Deputy, and, if necessary, also the Secretary of the Supervisory Board. "
III.
§19 clause 2 in the current wording:
"2. The Chairman of the Supervisory Board or his Deputy is also obliged to convene a meeting of the Supervisory Board within two weeks from the date of receipt of a written request to convene a meeting of the Supervisory Board contained in the request of the Management Board or a member of the Supervisory Board. "
is replaced by the following:
"2. The Chairman of the Supervisory Board or his Deputy is also obliged to convene a meeting of the Supervisory Board, which should take place within two weeks from the date of submitting the request of the Management Board or a member of the Supervisory Board with a request to convene a meeting of the Supervisory Board. ”.
IV.
§20 clause 3 in the current wording:
"3. A resolution of the Supervisory Board may be adopted in writing by signing the draft resolution by individual members of the Supervisory Board indicating the date of voting and specifying whether they vote for the resolution, against the resolution or abstain. Failure by a member of the Supervisory Board to return the draft resolution signed in the above manner within 10 days from the date of sending the draft to the address for service provided by the member of the Supervisory Board, shall be deemed to abstain from voting. "
is replaced by the following:
"3. A resolution of the Supervisory Board may be adopted in writing by signing the draft resolution by individual members of the Supervisory Board indicating the date of voting and specifying whether they vote for the resolution, against the resolution or abstain. Failure to return the draft resolution signed in the above manner by a member of the Supervisory Board within 10 days from the date of sending the draft to the address for service provided by the member of the Supervisory Board, shall mean no will to participate in the vote ordered.
V.
§20 clause 5 in the current wording:
"5. The Supervisory Board adopts resolutions by an absolute majority of votes, in the presence or (in the case of resolutions adopted in writing or using means of direct remote communication) with the participation of at least half of the members of the Supervisory Board. In the event of an equal number of votes for and against a resolution of the Supervisory Board - the vote of the Chairman of the Supervisory Board is decisive. "
is replaced by the following:
"5. The Supervisory Board adopts resolutions by an absolute majority of votes, in the presence or (in the case of resolutions adopted in writing or using means of direct remote communication) with the participation of at least half of the members of the Supervisory Board. In the event of an equal number of votes for and against a resolution of the Supervisory Board - the casting vote is that of the Chairman of the Supervisory Board. In the case of resolutions adopted in writing, participation in voting is understood as the return of a signed draft resolution by a member of the Supervisory Board within the time limit referred to in § 20 section 3. "
VI.
§20 clause 7 in the current wording:
"7. The Supervisory Board may adopt, amend or repeal its regulations specifying the mode of its operation. "
is replaced by the following:
"7. The Regulations of the Supervisory Board are adopted by the General Meeting. In the event of failure to pass the regulations of the Supervisory Board by the General Meeting, the Supervisory Board may adopt its regulations. The Supervisory Board may amend or revoke its regulations specifying the mode of its operation. The regulations adopted by the General Meeting may not be changed by the Supervisory Board. ”.
VII.
§21 clause 3 in the current wording:
"3. The purchase and sale of real estate, perpetual usufruct or an interest in real estate requires the consent of the Supervisory Board. Taking the above actions does not require a resolution of the General Meeting. "
is replaced by the following:
"3. The following activities require the consent of the Supervisory Board expressed in the form of a resolution:
a) purchase and sale of real estate, perpetual usufruct or an interest in real estate;
b) approval of the draft budget of the Company and significant changes to the already adopted budget of the Company;
c) concluding credit or loan agreements;
d) taking up, acquiring and selling stocks or shares of other companies.
Taking the above actions does not require a resolution of the General Meeting.
VIII.
in §21 after sec. 3 the following paragraph shall be added: 4 is added:
"4. The exercise by the Company of the voting right when adopting resolutions of the shareholders' meeting or resolutions of the general meeting of shareholders of other commercial companies in which the Company participates as a partner or shareholder requires the consent of the Supervisory Board in the form of a resolution on the following matters:
a) examining and approving individual and consolidated financial statements as well as management reports on the activities of the company and its capital group for the previous financial year;
b) adopting resolutions on profit distribution or loss coverage;
c) acknowledging the fulfillment of duties by members of the company's governing bodies;
d) appointing and dismissing members of the company's governing bodies and determining the number of members of these governing bodies;
e) adopting resolutions on the issue of bonds, including convertible bonds and bonds with priority rights, and subscription warrants referred to in Art. 453 § 2 of the Commercial Companies Code;
f) adopting resolutions to amend the articles of association or the articles of association, including changes to the subject of the company's operations and the increase or decrease of the share capital;
g) adopting resolutions on the redemption of shares and the terms of such redemption;
h) adopting resolutions on the sale or lease of the company's enterprise or an organized part thereof and the establishment of a limited property right thereon;
i) adopting resolutions on the sale or purchase of real estate, the right of perpetual usufruct or a share in the company's real estate;
j) establishing and changing the principles of remuneration or the amount of remuneration for members of the company's governing bodies;
k) merger, division or transformation;
l) dissolution of the Company. ”.
IX.
in §22 after sec. 5 the following paragraph is added: 6 is added:
"6. The Supervisory Board should approve the Company's budget by December 31st before the beginning of the next financial year. The Management Board presents the Supervisory Board with the draft budget of the Company not later than by November 30, before the beginning of the next financial year. If the Company's budget is not approved by the indicated date, the Management Board acts on the basis of the Company's draft budget submitted to the Supervisory Board. The Supervisory Board has the right to submit comments to the presented budget of the Company, which should be considered by the Management Board within 14 days from the date of their submission to the Management Board, and within this period the revised budget draft should be presented again to the Supervisory Board for approval. The Supervisory Board may dispose of the budget specified by the General Meeting, within which legal services should be provided. ”.
X.
§30 clause 1 in the current wording:
"1. The powers of the General Meeting of Shareholders include:
1) review and approval of the Management Board's report on the Company's operations and the financial statements for the previous financial year;
2) adopting a resolution on the distribution of profit or coverage of losses;
3) acknowledging the fulfillment of duties by members of the Company's bodies;
4) change of the subject of the Company's activity;
5) change in the Articles of Association of the Company;
6) increasing or reducing the share capital;
7) merger of the Company, division of the Company, transformation of the Company;
8) dissolution and liquidation of the Company;
9) the issue of convertible bonds or bonds with priority rights and the issue of subscription warrants referred to in Art. 453 § 2 of the Commercial Companies Code;
10) all decisions regarding claims for compensation for damage caused in the establishment of the Company or in the exercise of management or supervision;
11) redemption of shares. "
is replaced by the following:
"1. The powers of the General Meeting of Shareholders include:
1) review and approval of the Management Board's report on the Company's operations and the financial statements for the previous financial year;
2) adopting a resolution on the distribution of profit or coverage of losses;
3) adopting the budget of the Supervisory Board of the Company;
4) acknowledging the fulfillment of duties by members of the Company's bodies;
5) change of the subject of the Company's activity;
6) change in the Articles of Association of the Company;
7) increasing or reducing the share capital;
8) merger of the Company, division of the Company, transformation of the Company;
9) dissolution and liquidation of the Company;
10) the issue of convertible bonds or bonds with priority rights and the issue of subscription warrants referred to in Art. 453 § 2 of the Commercial Companies Code;
11) all decisions regarding claims for compensation for damage caused in the establishment of the Company or in the exercise of management or supervision;
12) redemption of shares;
13) granting consent to dispose of the Company's shares or stocks with a value in excess of PLN 25,000,000, including by pledging them or establishing other limited property rights, with the exception of disposing to companies belonging to the Capital Group. ”.
Draft resolutions proposed by the shareholder constitute Appendix No. 1 to this report.