Legal basis: Art. 56 sec. 1 point 2 of the Act on Public Offering - current and periodic information.
VRG S.A. with its registered office in Kraków ("Company"), announces that on April 27, 2021, the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register, entered in the register of entrepreneurs amendments to the Articles of Association of the Company resulting from the provisions of the following resolutions adopted during the Extraordinary Of the General Meeting of VRG SA of March 17, 2021 on amendments to the Articles of Association of the Company:
1. Pursuant to Resolution No. 07/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021, § 20 section 3 of the Articles of Association of the Company, instead of the current wording, received the following 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 5 days from the date of sending the draft to the address for service provided by the member of the Supervisory Board, means no will to participate in the vote ordered.
2. Pursuant to resolution No. 08/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021, § 20 section 5 of the Company's Articles of Association, instead of the current wording, it received the following 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 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. "
3. Pursuant to Resolution No. 10/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021:
a) § 21 sec. 3 of the Articles of Association of the Company, instead of the current wording, received the following wording:
"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 above 10% of the value of the Company's budget;
c) concluding credit or loan agreements, except for loans in the capital group to which the Company belongs;
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. "
b) in § 21 of the Articles of Association, after sec. 3 the following paragraph was 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 articles of association, including changes to the subject of the company's activities 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. "
4. Pursuant to Resolution No. 11/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021, in § 22 of the Company's Articles of Association, after sec. 5 paragraph was 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 no 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. "
3. Pursuant to Resolution No. 10/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021:
a) § 21 sec. 3 of the Articles of Association of the Company, instead of the current wording, received the following wording:
"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 above 10% of the value of the Company's budget;
c) concluding credit or loan agreements, except for loans in the capital group to which the Company belongs;
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. "
b) in § 21 of the Articles of Association, after sec. 3 the following paragraph was 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 articles of association, including changes to the subject of the company's activities 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. "
4. Pursuant to Resolution No. 11/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021, in § 22 of the Company's Articles of Association, after sec. 5 paragraph was 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 no 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. "
5. Pursuant to Resolution No. 12/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021, § 30 sec. 1 of the Articles of Association of the Company, instead of the current wording, received the following 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) 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 exceeding 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 and with the exception of pledges and other limited rights tangible assets established for the benefit of banks or institutions financing the Company or companies belonging to the Capital Group or in the case of securing bonds issued by the Company or companies belonging to the Capital Group ".
The uniform text of the Articles of Association of the Company, taking into account the above amendments to the Articles of Association, constitutes Appendix 1 to this report.