VRG S.A. with its registered office in Kraków (the "Company") announces that on May 27, 2021, the Company's shareholder, i.e. IPOPEMA 21 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its seat in Warsaw, in connection with the item on the agenda of the Ordinary General Meeting of the Company convened for 28 June 2021 regarding the election of the Supervisory Board for the new term of office, submitted the candidacies of Mr. Piotr Stępniak and Mr. Mateusz Kolański to the Supervisory Board of the Company.
According to the submitted statement, Mr. Piotr Stępniak is not aware of any obstacles to assuming the position of a member of the Supervisory Board of the Company resulting from the provisions of generally applicable law, in particular the premises of Art. 18 of the Commercial Companies Code and Art. 387 of the Commercial Companies Code, he does not participate in a company competitive to the Company, he is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register.
Moreover, according to the submitted declaration, Mr. Piotr Stępniak meets the independence criteria resulting from Art. 129 sec. 3 of the Act on Statutory Auditors, Audit Firms and Public Oversight, from Annex II to the Recommendation of the European Commission 2005/162 / EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the (supervisory) board committees and II.Z.4 of Best Practice for WSE Listed Companies 2016.
According to the submitted statement, Mr. Mateusz Kolański is not aware of any obstacles to assuming the position of a member of the Supervisory Board of the Company resulting from the provisions of generally applicable law, in particular the premises of Art. 18 of the Commercial Companies Code and Art. 387 of the Commercial Companies Code, he does not participate in a company competitive to the Company, he is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register.
Moreover, according to the submitted statement, Mr. Mateusz Kolański meets the independence criteria resulting from:
(i) with Art. 129 sec. 3 of the Act on statutory auditors, audit firms and public supervision,
(ii) from Annex II to the Recommendation of the European Commission 2005/162 / EC of February 15, 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board, however, he is an employee of Colian Sp. z o.o. an entity being a shareholder of the Company holding less than 5% of the total number of votes at the general meeting of the Company,
(iii) rules II.Z.4 of Best Practice for WSE Listed Companies 2016.
At the same time, the Company encloses the received biographical notes of the candidates.
Additionally, the shareholder of IPOPEMA 21 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw submitted the following draft resolutions for the Ordinary General Meeting of the Company convened for June 28, 2021:
Resolution No. [_] / 06/2021
Of the Ordinary General Meeting of VRG S.A. of [_] June 2021
on the appointment of a member of the Supervisory Board of the Company
§1. The Ordinary General Meeting of the Company, pursuant to §17 sec. 3 of the Company's Articles of Association appoints Mateusz Karol Kolański, a member of the Supervisory Board of the last term of office, to the Supervisory Board of the new joint term of office.
§2. The resolution comes into force on the day of its adoption.
Resolution No. [_] / 06/2021
Of the Ordinary General Meeting of VRG S.A. of [_] June 2021
on the appointment of a member of the Supervisory Board of the Company
§1. The Ordinary General Meeting of the Company, pursuant to §17 sec. 3 of the Company's Articles of Association, appoints Mr. Piotr Stępniak, member of the Supervisory Board of the last term of office, to the Supervisory Board of the new joint term of office.
§2. The resolution comes into force on the day of its adoption.