Legal basis: Art. 56 section 1 of the Polish Act on Public Offer - current and periodic information.
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 13 Oktober, 2020.
1.) Management Board of VRG S.A. in Kraków (the "Company") informs that on September 22, 2020, it received a request from the shareholder of IPOPEMA 21 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw (the "Fund") to include on the agenda of the Extraordinary General Meeting of the Company convened for October 13 2020 ("General Meeting") of the following case: "Changes in the composition of the Company's Supervisory Board".
Together with the above-described motion, the following draft resolutions of the General Meeting were presented:
Resolution No. 07/10/2020
Of the Extraordinary General Meeting of VRG S.A.
of October 13, 2020
on changes in the composition of the Supervisory Board of the Company
Based on Article. 385 § 1 of the Commercial Companies Code, it is resolved as follows:
1. The Extraordinary General Meeting of the Company dismisses Mr. …… from the Supervisory Board of the Company.
2. The resolution comes into force on the day of its adoption.
Resolution No. 08/10/2020
Of the Extraordinary General Meeting of VRG S.A.
of October 13, 2020
on changes in the composition of the Supervisory Board of the Company
Based on Article. 385 § 1 of the Commercial Companies Code, it is resolved as follows:
1. The Extraordinary General Meeting of the Company appoints Mrs. / Mr. …… to the Supervisory Board of the Company.
2. The resolution comes into force on the day of its adoption.
In the justification for the above motion it was stated that the planned changes are aimed at ensuring a wide representation of the Company's shareholders in the composition of the Supervisory Board.
2.) In connection with that described in point 1 above, with a motion to include a specific item on 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 the Fund and presents the new agenda for the General Meeting below.
"Agenda of the Extraordinary General Meeting of the Company convened for October 13, 2020 at 12.00 in the Company's seat in Krakow, at ul. Pilotów 10, (31-462 Krakow):
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation that the General Meeting has been properly convened and is capable of adopting resolutions.
4. Adoption of a resolution on the adoption of the agenda.
5. Adoption of a resolution on authorizing the Management Board to acquire the Company's own shares and to create a reserve capital for the purposes of acquiring the Company's own shares.
6. Adoption of a resolution on the adoption of an incentive program based on the Company's shares.
7. Adoption of a resolution on changing the Remuneration Policy for Members of the Management Board and Supervisory Board of VRG SA with its registered office in Krakow.
8. Adoption of a resolution on the costs of convening and holding the General Meeting.
9. Changes in the composition of the Supervisory Board of the Company.
10. Closing of the General Meeting.