Art. 70 sect. 1 of the Act on an offer
Subject: Request for placing certain items on the agenda of the Ordinary General Meeting of the Company convened for 29 June, 2020 and supplementing the agenda of the Ordinary General Meeting of the Company convened for 29 June, 2020.
1.) The Board of VRG S.A. in Cracow ("the Company") informs that on 8 June, 2020, the Company received an application submitted by the Company's shareholders:
a) Forum XXIII Fundusz Inwestycyjny Zamknięty (Forum XXIII Closed-End Investment Fund) with the seat in Cracow holding 7,251,040 shares of the Company;
b) Mr. Jan Pilch holding 745,000 shares of the Company;
c) Ipopema 2 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (Ipopema 2 Closed-End Investment Fund of Non-Public Assets) with the seat in Warsaw holding 20,414,000 shares of the Company -
an application for placing the following items on the agenda of the Ordinary General Meeting of VRG S.A. with its registered office in Cracow, which was convened for 29, June 2020 at 12:00 ("General Meeting"):
The following points shall be added after point 11 of the agenda:
12) adoption of a resolution to amend paragraph 17, sect. 1 of the Company's Statute;
13) adoption of a resolution to amend paragraph 20, sect. 3 of the Company's statutes;
14) adoption of a resolution to authorise the Supervisory Board of the Company to determine the consolidated text of the Company's Articles of Association in connection with the amendments to the Company's Articles of Association adopted on 29 June, 2020;
15) adoption of resolutions on changes in the composition of the Company's Supervisory Board;
the current point 12) of the agenda shall be numbered as point 16).
The shareholders' motion referred to above contains the following draft resolutions:
I. for the proposed point. 12) regarding changes in the Company's Articles of Association:
Resolution No. ____/06/2020
of the Ordinary General Meeting of VRG S.A.
of 29 June, 2020
on the amendment of paragraph 17, sect. 1 of the Company's Statute
The Ordinary General Meeting of VRG S.A. with its seat in Cracow decides to change paragraph 17 sect. 1 of the Company's Articles of Association, so that it receives the following new wording: "The Supervisory Board consists of 5 - 8 members. The term of the Supervisory Board shall be 3 years."
The Company informs that the current wording of paragraph 17, section 1 of its Articles of Association is as follows:
"The Supervisory Board consists of 5-7 members. The term of office of the Supervisory Board shall be 3 years."
II. for the proposed point 13) regarding changes in the Company's Articles of Association:
Resolution No. ____/06/2020
of the Ordinary General Meeting of VRG S.A.
of 29 June, 2020
on the amendment of paragraph 20, sect. 3 of the Company's Statute
The Ordinary General Meeting of VRG S.A. with its registered office in Cracow decides to change paragraph 20 sect. 3 of the Company's Articles of Association, so that it receives the following new wording: "A Resolution of the Supervisory Board may be adopted in writing by signing the draft resolution by individual members of the Board indicating the date of casting the vote and specifying whether they cast their vote for the resolution, against the resolution or abstain from voting. Failure by a member of the Supervisory Board to send a draft resolution signed in this manner within 3 days from the date on which the draft resolution is sent to the address provided by the member of the Board for delivery shall be deemed an abstention from voting.
The Company informs that the current wording of paragraph 20, sect. 3 of its Articles of Association is as follows:
"A Resolution of the Supervisory Board may be adopted in writing by signing the draft resolution by individual members of the Board indicating the date of casting the vote and specifying whether they vote for the resolution, against the resolution or abstain from voting. Failure by a member of the Supervisory Board to send a draft resolution signed in this manner within 10 days from the date on which the draft resolution is sent to the address provided by the member of the Supervisory Board for delivery shall be deemed an abstention from voting.”
III. for the proposed point 14) concerning authorization of the Supervisory Board of the Company to determine the consolidated text of the Company's Articles of Association in connection with the amendments to the Company's Articles of Association adopted on 29 June, 2020.
Resolution No. ____/06/2020
of the Ordinary General Meeting of VRG S.A.
of 29 June, 2020
on authorising the Supervisory Board of the Company to determine the consolidated text of the Company's Articles of Association in connection with the amendments to the Company's Articles of Association adopted on 29 June, 2020
The Ordinary General Meeting of VRG S.A. with its registered office in Cracow ("Company") hereby authorizes the Company's Supervisory Board to determine the uniform text of the Company's Articles of Association in connection with the changes in the Company's Articles of Association adopted on 29 June, 2020.
IV. for the proposed item 15) regarding changes in the composition of the Company's Supervisory Board.
Resolution no. ____/06/2020
of the Ordinary General Meeting of VRG S.A.
of 29 June, 2020
on changes in the composition of the Supervisory Board of the Company
§ 1.
"Ms./ Mr. _________________________________ is hereby dismissed from the Company's Supervisory Board for the current term.
§ 2.
The resolution shall come into force on _______________."
Resolution No ____/06/2020
of the Ordinary General Meeting of VRG S.A.
of 29 June, 2020
on changes in the composition of the Supervisory Board of the Company
§ 1.
"Ms./ Mr. _________________________ is hereby appointed to the Company's Supervisory Board for the current term of office.
§ 2.
The resolution shall come into force on _______________."
The purpose of resolutions concerning changes in the composition of the Company's Supervisory Board is to reflect the shareholding structure in the Supervisory Board.
2.) In connection with the described in pt. 1.) above the motion to include certain items in the agenda of the General Meeting, the Management Board of the Company announces a change in the agenda of the General Meeting introduced at the request of shareholders and presents below the new agenda of the General Meeting.
"Agenda of the Ordinary General Meeting of VRG S.A. with its registered office in Cracow, which was convened for 29 June, 2020 at 12 noon:
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Statement of the correctness of convening the General Meeting and its ability to adopt resolutions.
4. Adoption of a resolution on the acceptance of the agenda.
5. Consideration of the Management Board's report on the Company's activities and the activities of the VRG S.A. capital group and of the separate and consolidated financial statements for the financial year 2019.
6. Presentation of the Supervisory Board's report on the evaluation of the Management Board's report on the Company's activities and of the separate and consolidated financial statements for the financial year 2019, the Management Board's proposal on the method of distribution of the Company's net profit for the financial year 2019 and the report on the Supervisory Board's activities in 2019, the Supervisory Board's assessment of the Company's situation in 2019 and the evaluation of the manner in which the Company fulfilled its disclosure obligations in 2019.
7. Adoption of a resolution on the approval of the Management Board's report on the Company's activities for the financial year 2019 and the Company's financial statements for the financial year 2019.
8. Adoption of a resolution on the approval of the Management Board's report on the activities of VRG S.A. capital group for the financial year 2019 and on the approval of the consolidated financial statements of VRG S.A. capital group for the financial year 2019.
9. Adoption of a resolution on the allocation of the Company's net profit for the financial year 2019.
10. 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 2019.
11. Adoption of a resolution on approving the remuneration policy for members of the Board and the Supervisory Board of VRG S.A. with the seat in Cracow.
12. Adoption of a resolution on the amendment of paragraph 17 sect. 1 of the Company Articles.
13. Adoption of a resolution on the change of paragraph 20 sect. 3 of the Company's statute.
14. Adoption of a resolution on authorizing the Company's Supervisory Board to determine the uniform text of the Company's Articles of Association in connection with the amendments to the Company's Articles of Association adopted on 29 June, 2020.
15. Adoption of resolutions on changes in the composition of the Company's Supervisory Board.
16. Closing of the General Meeting.
At the same time, the Management Board informs that the proposed amendments to the Company's Articles of Association include
Previous paragraph 17, sect. 1 of the Company's Articles of Association:
"The Supervisory Board consists of 5-7 members. The term of office of the Supervisory Board shall be 3 years.
is to have a new proposed wording:
"The Supervisory Board shall consist of 5-8 members. The term of office of the Supervisory Board shall be 3 years."
Previous paragraph 20 sect. 3 of the Company's Articles of Association:
"A resolution of the Supervisory Board may be adopted in writing by signing a draft resolution by individual members of the Board indicating the date of casting the vote and specifying whether they vote for the resolution, against the resolution or abstain from voting. Failure by a member of the Supervisory Board to send a draft resolution signed in this manner within 10 days from the date on which the draft resolution is sent to the address provided by the member of the Supervisory Board for delivery shall be deemed shall be deemed an abstention from voting."
is to have a new proposed wording:
"A resolution of the Supervisory Board may be adopted in writing by signing a draft resolution by individual members of the Board indicating the date of casting the vote and specifying whether they vote for the resolution, against the resolution or abstain from voting. Failure by a member of the Supervisory Board to send a draft resolution signed in this manner within 3 days from the date on which the draft resolution is sent to the address provided by the member of the Board for delivery shall be deemed an abstention from voting.”