Legal basis: Other regulations
Subject: Mr. Paweł Tymczyszyn's candidacy for the Supervisory Board of VRG S.A. submitted by Powszechne Towarzystwo Emerytalne PZU S.A. representing Otwarty Fundusz Emerytalny PZU "Złota Jesień".
VRG S.A. in Cracow (the "Company") hereby announces that on 11 June 2019 Powszechne Towarzystwo Emerytalne PZU S.A. with its registered office in Warsaw (the "PTE PZU") representing Otwarty Fundusz Emerytalny PZU "Złota Jesień", being a shareholder of the Company, submitted a candidacy of Mr. Paweł Tymczyszyn in the election of Supervisory Board members at the Company's Ordinary General Meeting of Shareholders on 17 June 2019.
In the opinion of PTE PZU, the professional career of the candidate ensures proper performance of the function of an independent member of the Supervisory Board.
In accordance with the submitted statement, Mr. Paweł Tymczyszyn agreed to be a candidate and to be appointed as an independent member of the Supervisory Board of the Company. There are no legal obstacles preventing Mr. Paweł Tymczyszyn from performing the function of a member of the Supervisory Board, and in particular there are no obstacles referred to in Art. 18 § 1 and § 2 or 387 of the Commercial Companies Code. Mr Paweł Tymczyszyn does not perform and does not intend to perform any activities competitive to the Company, does not participate and does not intend to participate in any company competitive to the Company as a partner in a civil law partnership, partnership or as a member of a body of a capital company or in any other competitive legal entity as a member of its body. Mr. Paweł Tymczyszyn has not been convicted with a final and binding verdict for a crime of acting to the detriment of the company and there are no pending proceedings against him for acting to the detriment of the company in the bodies of which he participated as a member of its body. Mr. Paweł Tymczyszyn is not listed in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register. Mr. Paweł Tymczyszyn is not a member of the Supervisory Board and does not hold any positions specified in Art. 1-2 of the Act on Restrictions on Conduct of Business Activities by Public Persons dated 21 August 1997. Furthermore, Mr. Paweł Tymczyszyn meets the criteria of independence of a member of supervisory boards set out in Annex II to the 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, as well as the additional requirements set out in the Code of Best Practice for WSE Listed Companies, set out in Annex II to Resolution No. 27/1414/2015 of the WSE Supervisory Board of 13 October 2015.
At the same time, the Company provides information on the professional CV, education and qualifications of Mr. Piotr Tymczyszyn, attached to this report, in order to enable the Company's shareholders to familiarize themselves with them before the Ordinary General Meeting of Shareholders of the Company on 17 June 2019.