Legal basis: Other regulations
Subject: Candidacies of Mr Adam Pers and Mr Wojciech Olejniczak to the Supervisory Board of VRG S.A.
VRG S.A., with its registered office in Kraków (the "Company"), announces that on 24 June 2024, a shareholder of the Company, i.e. Otwarty Fundusz Emerytalny PZU "Złota Jesień", represented by Powszechne Towarzystwo Emerytalne PZU S.A., in connection with the agenda item of the Ordinary General Meeting of the Company convened for 26 June 2024 concerning changes in the composition of the Company's Supervisory Board, submitted the candidatures of:
- Mr Adam Pers;
- Mr Wojciech Olejniczak.
In the opinion of Powszechne Towarzystwo Emerytalne PZU S.A., the professional careers of the candidates ensure proper fulfilment of the functions of independent members of the Company's Supervisory Board.
I. According to the information provided to the Company, Mr. Adam Pers has agreed to stand for and be appointed as an independent member of the Company's Supervisory Board,
According to the declaration submitted, with respect to Mr Adam Pers:
1) there are no legal impediments preventing him from performing the function of a member of the Supervisory Board and, in particular, there are no impediments referred to in Articles 18 § 1 and § 2 or 387 of the Companies Act.
2) The candidate is not engaged in and does not intend to engage in any activity competitive to the Company, does not participate and does not intend to participate in a company competitive to the Company as a partner in a civil partnership, a partnership or as a member of a body of a capital company, or participate in another competitive legal person as a member of its body.
3) the candidate has not been convicted by a final judgment of an offence of acting to the detriment of the company and there are no proceedings pending against him for acting to the detriment of a company in the bodies of which he participated as a member of its organ.
4) the candidate is not listed in the Register of Insolvent Debtors kept pursuant to the Act of 20 August 1997 on the National Court Register.
5) the candidate does not hold functions and positions defined in Article 1-2 of the Act of 21 August 1997 on Restrictions on Conduct of Business Activities by Public Persons (i.e. Journal of Laws of 2023, item 1090).
In addition, Mr Adam Pers has declared that he meets the criteria for independence as a member of the supervisory boards set out
- in Article 129(3) of the Act of 11 March 2017 on statutory auditors, audit firms and public supervision; and
- in Annex II to the European 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 (OJ EU.L.05.52.51); and
- the additional requirements set out in the Best Practices for WSE Listed Companies, which are annexed to Resolution No. 13/1834/2021 of the Exchange Supervisory Board of 29 March 2021.
II. According to the information provided to the Company, Mr. Wojciech Olejniczak has agreed to stand for and be appointed as an independent member of the Company's Supervisory Board.
According to the declaration submitted, with respect to Mr Wojciech Olejniczak:
1) there are no legal obstacles preventing him from performing the function of a member of the Supervisory Board, in particular no obstacles referred to in Article 18 § 1 and § 2 or 387 of the CCC.
2) The candidate is not engaged in and does not intend to engage in any activity competitive to the Company, does not participate and does not intend to participate in a company competitive to the Company as a partner in a civil partnership, a partnership or as a member of a body of a capital company, or participate in another competitive legal person as a member of its body.
3) the candidate has not been convicted by a final judgment of an offence of acting to the detriment of the company and there are no proceedings pending against him for acting to the detriment of a company in the bodies of which he participated as a member of its organ.
4) the candidate is not listed in the Register of Insolvent Debtors kept pursuant to the Act of 20 August 1997 on the National Court Register.
5) the candidate does not hold functions and positions defined in Article 1-2 of the Act of 21 August 1997 on Restrictions on Conduct of Business Activities by Public Persons (i.e. Journal of Laws of 2023, item 1090).
In addition, Mr Wojciech Olejniczak has declared that he meets the criteria for independence as a member of the supervisory boards set out
- in Article 129(3) of the Act of 11 March 2017 on statutory auditors, audit firms and public supervision; and
- in Annex II to the European 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 (OJ EU.L.05.52.51); and
- the additional requirements indicated in the Good Practices of Companies Listed on the WSE, which are annexed to Resolution No. 13/1834/2021 of the Exchange Supervisory Board of 29 March 2021.
At the same time, the Company submits the biographical notes of Mr Adam Pers and Mr Wojciech Olejniczak as an attachment.