Legal basis: Other regulations
Subject: Candidacy of Ms. Marta Zgodzińska for the Supervisory Board of VRG S.A.
VRG S.A. with its registered office in Kraków (the "Company") hereby notifies that on June 18, 2025, Powszechne Towarzystwo Emerytalne PZU S.A., representing Otwarty Fundusz Emerytalny PZU "Złota Jesień", informed the Company that, acting on behalf of the Company's shareholder, it intends to nominate Ms. Marta Zgodzińska for the election of members of the Supervisory Board at the Ordinary General Meeting of the Company convened for June 25, 2025. In the opinion of Powszechne Towarzystwo Emerytalne PZU S.A., the candidate's professional career ensures proper performance of the function of an independent member of the Supervisory Board. According to the information provided to the Company, Ms. Marta Zgodzińska agreed to run for office and be appointed as an independent member of the Supervisory Board of the Company.
According to the submitted declaration, Ms. Marta Zgodzińska:
1) there are no legal obstacles preventing her 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.
2) the candidate does not conduct and does not intend to conduct any activity competitive to the Company, does not participate and does not intend to participate in a company competing with the Company as a partner in a civil law partnership, partnership or as a member of a corporate body or participate in another competitive legal person as a member of its body.
3) the candidate has not been convicted by a final judgment for the offence of acting to the detriment of the company and there are no proceedings pending against her for acting to the detriment of the company in whose bodies she participated as a member of its body.
4) the candidate is not listed in the Register of Insolvent Debtors maintained pursuant to the Act of 20 August 1997 on the National Court Register.
5) the candidate does not perform functions and does not hold positions specified in Art. 1-2 of the Act of 21 August 1997 on restrictions on conducting business activities by public persons.
In addition, Ms. Marta Zgodzińska declared that she meets the independence criteria for a member of supervisory boards specified:
• in Annex II to the Recommendation of the European Commission of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (OJ EU.L.05.52.51); and
• additional requirements specified in the Best Practices of WSE Listed Companies, which are an annex to Resolution No. 13/1834/2021 of the Stock Exchange Council of 29 March 2021.
PZU S.A. General Pension Company simultaneously submitted the draft resolution of the Ordinary General Meeting of the Company on the appointment of Ms. Marta Zgodzińska to the Supervisory Board of the Company for a new term of office.
"Resolution No. 23/06/2025
of the Annual General Meeting of the Company
of 25 June 2025
on the appointment of a Member of the Supervisory Board of the Company for a new term of office
§ 1.
The Annual General Meeting of the Company, pursuant to § 17 section 3 of the Company's articles of association, appoints Ms. Marta Zgodzińska to the Supervisory Board for a new joint term of office.
§ 2.
The resolution shall enter into force on the date of its adoption."
At the same time, the Company presents a biographical note of Ms. Marta Zgodzińska in the attachment.