Legal basis: Art. 56 section 1 point 2 of the Act on Public Offering - current and periodic information
Subject: Shareholder's request to include certain matters on the agenda of the Ordinary General Meeting of the Company convened for June 26, 2024, supplementing the agenda of the Ordinary General Meeting of the Company convened for June 26, 2024 and draft resolutions in connection with supplementing the agenda.
Management Board of VRG S.A. with its registered office in Kraków (hereinafter referred to as the "Company"), informs about the receipt on May 31, 2024 from a shareholder of the Open Pension Fund PZU "Złota Jesień" with its registered office in Warsaw, representing not less than 1/20 of the Company's share capital, an application for pursuant to art. 401 § 1 of the Commercial Companies Code to include the following matters on the agenda of the Ordinary General Meeting of the Company convened for June 26, 2024 (hereinafter referred to as the "General Meeting"): "Changes in the composition of the Supervisory Board" and introducing this point as point 19 of the agenda of the General Meeting, and consequently marking the current point 19 as point 20, point 20 as point 21 and point 21 as point 22.
In the justification for the above shareholder's request, it was stated that the request to include specific matters on the agenda of the General Meeting is a corporate
and the statutory rights of a shareholder representing at least one twentieth of the share capital.
The request to include an item on the agenda regarding changes in the composition of the Supervisory Board results from the competence of the General Meeting to appoint and dismiss members of the Supervisory Board of a public company and is aimed at strengthening ownership supervision by a minority shareholder.
Taking into account the shareholder's request pursuant to Art. 401 § 2 of the Commercial Companies Code, the Company's Management Board decided to extend the agenda of the General Meeting to include the item covered by the shareholder's request.
Due to the above, the Company's Management Board 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 convening the General Meeting and its ability to adopt resolutions.
4. Adoption of a resolution on the adoption of the agenda.
5. Presentation and consideration of the Company's financial statements for the financial year 2023.
6. Presentation and consideration of the consolidated financial statements of the VRG S.A. capital group. for the fiscal year 2023.
7. Presentation and consideration of the Management Board's report on the activities of the Company and the activities of the VRG S.A. capital group. for the fiscal year 2023.
8. Presentation of the assessment of the Supervisory Board of the Company for 2023 regarding: (i) the Management Board's report on the Company's activities and the Company's financial statements for the financial year 2023, (ii) the Management Board's report on the activities of the VRG S.A. capital group. and consolidated financial statements of the VRG S.A. capital group. for the financial year 2023 and (iii) the Management Board's proposal on the method of distribution of the Company's net profit for the financial year 2023 and dividend payment.
9. Presentation of the report of the Company's Supervisory Board for 2023.
10. Adoption of a resolution on the approval of the Company's financial statements for the financial year 2023.
11. Adoption of a resolution on the approval of the consolidated financial statements of the VRG S.A. capital group. for the fiscal year 2023.
12. Adoption of a resolution on the approval of the Management Board's report on the activities of the Company and the activities of the VRG S.A. capital group. for the fiscal year 2023.
13. Adoption of a resolution approving the Supervisory Board's report for 2023.
14. Adoption of a resolution on the distribution of the Company's net profit disclosed in the Company's financial statements for the financial year 2023.
15. Adoption of a resolution on the payment of dividend.
16. Adoption of resolutions on granting discharge to members of the Management Board and Supervisory Board of the Company for the performance of their duties in the financial year 2023.
17. Adoption of a resolution approving the co-optation of Ms. Danuta Dąbrowska to the Supervisory Board in accordance with the resolution of the Supervisory Board of October 30, 2023.
18. Adoption of a resolution approving the co-optation of Ms. Blanka Borkowska to the Supervisory Board in accordance with the resolution of the Supervisory Board of March 19, 2024.
19. Changes in the composition of the Supervisory Board.
20. Adopting a resolution on expressing an opinion on the Report of the Supervisory Board of VRG S.A. on the remuneration of Members of the Management Board and Members of the Supervisory Board of VRG S.A. for 2023.
21. Adoption of a resolution on amending the Company's Articles of Association in the scope of § 21 section 2 point 8) by granting the Company's Supervisory Board the right to select an audit firm to attest sustainable development reporting.
22. Closing of the General Meeting.
Together with the above-described motion, the following draft resolutions of the General Meeting were presented in the scope covered by the proposed point 19 of the agenda:
Draft resolutions:
RESOLUTION NO. […]
Ordinary General Meeting of VRG S.A. based in Kraków on June 26, 2024
regarding: dismissal of a member of the Company's Supervisory Board
§ 1
Based on Article. 385 § 1 of the Commercial Companies Code, Ordinary General Meeting of VRG S.A. with its registered office in Kraków hereby dismisses Mr./Mr.____________________ from the Company's Supervisory Board.
§ 2
1. The resolution was adopted in a secret ballot.
2. This Resolution enters into force upon its adoption.
RESOLUTION NO. […]
Ordinary General Meeting of VRG S.A. based in Kraków on June 26, 2024
regarding: appointment of a member of the Company's Supervisory Board
§ 1
Based on Article. 385 § 1 of the Commercial Companies Code, Ordinary General Meeting of VRG S.A. with its registered office in Krakow hereby appoints Mrs./Mr.____________________ to the Supervisory Board of the Company.
§ 2
1. The resolution was adopted in a secret ballot.
2. This Resolution enters into force upon its adoption.