Legal basis: Article 56(1)(2) of the Act on Public Offer – current and periodic information
Subject: Decision of the Company’s Management Board to amend the draft resolution of the Ordinary General Meeting of VRG S.A., convened for June 25, 2026, regarding the adoption of a stock-based incentive plan.
VRG S.A., with its registered office in Kraków (“the Company”), announces that the Company’s Management Board has decided to amend Draft Resolution No. 23/06/ 2026 of the Ordinary General Meeting of VRG S.A., with its registered office in Kraków, convened for June 25, 2026, regarding the adoption of a share-based incentive plan.
The amendments to the draft of the aforementioned Resolution No. 23/06/2026 concern the following sections:
a) in § 4. [Exercise Period for Rights; Incentive Program Criteria], paragraph 6 is replaced by the following text:
„6. The following criterion is established for the entire duration of the Incentive Scheme in the
form of a financial result, i.e. the sum of the Company’s operating profits (“EBIT”) achieved
in the financial years 2026–2028, determined on the basis of the annual consolidated financial
statements for 2026, 2027 and 2028, audited by an audit firm (the audits for each of the years
2026, 2027 and 2028 must be unqualified):
• If EBIT is higher than PLN 583,000,000.00 – Eligible Persons are entitled to exercise
100% of the Rights;
• If EBIT is equal to or lower than PLN 583,000,000.00, but higher than PLN
569,000,000.00 – Eligible Persons are entitled to exercise 90% of the Warrants;
• If EBIT is equal to or lower than PLN 569,000,000.00, but higher than PLN
556,000,000.00, Eligible Persons are entitled to exercise 80% of the Rights;
• If EBIT is equal to or lower than PLN 556,000,000.00, but higher than PLN
542,000,000.00, Eligible Persons are entitled to exercise 75% of the Options;
• If EBIT is equal to or lower than PLN 542,000,000.00, but higher than PLN
528,000,000.00, the Eligible Persons shall be entitled to exercise 70% of the Entitlements;
• If EBIT is equal to or lower than PLN 528,000,000.00, but higher than PLN
515,000,000.00, Eligible Persons are entitled to exercise 65% of the Options;
• If EBIT is equal to or lower than PLN 515,000,000.00, but higher than PLN
501,000,000.00, Eligible Persons are entitled to exercise 60% of the Options.
If EBIT is equal to or less than PLN 501,000,000.00, Eligible Persons are not entitled to
exercise the Options. ”
b) The existing § 7 is deleted in its entirety.
Below, the Company publishes the consolidated text of the amended draft Resolution No. 23/06/2026:
DRAFT
Resolution No. 23/06/2026
of the Ordinary General Meeting of VRG S.A.
with its registered office in Kraków
of 25 June 2026
on the adoption of a share-based incentive scheme
The Ordinary General Meeting of VRG S.A. with its registered office in Kraków (“the Company”),
acting pursuant to point III.3 of the Remuneration Policy and Article 393(1) of the Commercial
Companies Code, resolves to adopt a resolution with the following wording:
§ 1.
[Objectives]
1. Whereas the work of the Management Board of VRG S.A. with its registered office in Kraków
(“the Company”), the Management Board of W.KRUK S.A., the Company’s key
management staff and other persons of material importance to the Company and the
companies within its capital group (hereinafter collectively: “the Group”) will have a
significant impact on the value of the Company and its shares held by the Company’s
shareholders in the future operations of the Company and the Group, acting in the interests of
the Company, for the purpose of remuneration, further motivation and a deeper commitment
to the Company and the Group on the part of members of the Company’s Management Board,
the Management Board of W.KRUK S.A. and key management staff, as well as persons of
significant importance to the Company and the Group companies, the General Meeting
resolves to adopt a share-based incentive scheme within the Company (“Incentive Scheme”
or “Scheme”).
2. Members of the Supervisory Board may not participate in the Incentive Scheme.
§ 2.
[Basic Principles of the Scheme]
1. The Incentive Scheme covers three financial years: 2026, 2027 and 2028. An assessment of
the achievement of the Incentive Scheme’s objectives will be carried out at the end of the
entire three-year period.
2. The Incentive Scheme will be implemented by granting Eligible Persons, as defined in § 3(1)
of the resolution, with their consent, entitlements in the form of a conditional right to acquire
the Company’s own shares (“Entitlements”), which own shares will be acquired by the
Company pursuant to a resolution of the Company’s general meeting, provided that the
number of shares allocated for the purposes of the Incentive Scheme shall not exceed a
maximum of 8,440,410 shares (“Own Shares”).
3. The number of Entitlements under the Incentive Scheme may not exceed 8,440,410.
4. One Option entitles the holder to acquire one Own Share.
5. The detailed rules for the implementation of the Incentive Scheme will be set out in:
5.1. the “Rules for the Implementation of the Incentive Scheme for members of the
Management Board of VRG S.A. and members of the Management Board of
W.KRUK S.A.”, which will be adopted by the Company’s Supervisory Board; and
5.2. “Rules for the Implementation of the Incentive Scheme for key management personnel
and persons of significant importance to VRG S.A. and companies within its capital
group”, which will be adopted by the Company’s Management Board.
§ 3.
[Eligible Persons]
1. Entitlements may be granted to: members of the Company’s Management Board, the
Management Board of W.KRUK S.A., key management personnel, and persons of significant
importance to the Company and Group companies, regardless of the form and legal basis for
performing duties in the aforementioned positions (“Eligible Persons”).
2. Participation in the Scheme is voluntary.
3. A maximum of 99 Eligible Persons may participate in the Scheme. Pursuant to Article 3 of
the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial
Instruments to Organised Trading and on Public Companies (published in the Journal of Laws
of 2025, item 592, as amended), the Scheme does not constitute a public offering.
4. The Company’s Supervisory Board shall determine, by way of a resolution, the list of Eligible
Persons from among the members of the Company’s Management Board and the members of
the Management Board of W.KRUK S.A., as well as the number of Entitlements to which
individual members of the Company’s Management Board and members of the Management
Board of W.KRUK S.A. shall be entitled. Members of the Company’s Management Board
and members of the Management Board of W.KRUK S.A. may be granted a maximum of
27% of the total number of Entitlements.
5. The list of Eligible Persons from among key management staff and persons of significant
importance to the Company or Group companies, together with the number of Entitlements
to which they will be entitled, shall be determined by the Company’s Management Board by
way of a resolution adopted following the adoption of the regulations referred to in § 2(5)
above.
6. An Eligible Person may refuse to accept Entitlements or may waive them at any time. In such
a case, the Entitlement shall lapse and § 5(5) below shall apply.
§ 4.
[Exercise period for Entitlements; Incentive Scheme criteria]
1. The Entitlements may be exercised no earlier than 1 June 2030 and no later than 30 June 2030.
The Entitlements shall be exercised in accordance with § 5 of this resolution.
2. The Entitlement shall expire upon exercise of the right to acquire Own Shares or in other cases
specified in § 5 of this resolution.
3. The Entitlement is not transferable to another person. The Entitlements are non-transferable.
4. The Rights may be exercised on a single occasion during the period referred to in paragraph
1 above, following the publication by the Company of its consolidated annual financial
statements for the financial year ending 31 December 2028, audited by an audit firm
(unqualified audit) for the financial year 2028 and following the Ordinary General Meeting
approving the Company’s consolidated financial statements for 2028, provided that the
criteria set out in paragraph 6 below are met, and provided that the Company’s consolidated
financial statements for previous years, i.e. for the financial year 2026, 2027, have been
audited by an audit firm (unqualified audit), published and approved by the Company’s
Ordinary General Meetings.
5. The offer to purchase Own Shares for the purpose of the Eligible Persons exercising their
Rights shall take place upon fulfilment of the criteria set out in paragraph 6 below, subject to
the loyalty condition specified in §5(7) of the Resolution during the period indicated in
paragraph 1 above.
6. The following criterion is established for the entire duration of the Incentive Scheme in the
form of a financial result, i.e. the sum of the Company’s operating profits (“EBIT”) achieved
in the financial years 2026–2028, determined on the basis of the annual consolidated financial
statements for 2026, 2027 and 2028, audited by an audit firm (the audits for each of the years
2026, 2027 and 2028 must be unqualified):
• If EBIT is higher than PLN 583,000,000.00 – Eligible Persons are entitled to exercise
100% of the Rights;
• If EBIT is equal to or lower than PLN 583,000,000.00, but higher than PLN
569,000,000.00 – Eligible Persons are entitled to exercise 90% of the Warrants;
• If EBIT is equal to or lower than PLN 569,000,000.00, but higher than PLN
556,000,000.00, Eligible Persons are entitled to exercise 80% of the Rights;
• If EBIT is equal to or lower than PLN 556,000,000.00, but higher than PLN
542,000,000.00, Eligible Persons are entitled to exercise 75% of the Options;
• If EBIT is equal to or lower than PLN 542,000,000.00, but higher than PLN
528,000,000.00, the Eligible Persons shall be entitled to exercise 70% of the Entitlements;
• If EBIT is equal to or lower than PLN 528,000,000.00, but higher than PLN
515,000,000.00, Eligible Persons are entitled to exercise 65% of the Options;
• If EBIT is equal to or lower than PLN 515,000,000.00, but higher than PLN
501,000,000.00, Eligible Persons are entitled to exercise 60% of the Options.
If EBIT is equal to or less than PLN 501,000,000.00, Eligible Persons are not entitled to
exercise the Options.
7. The consolidated data used to calculate operating profit does not include companies in
liquidation.
8. When determining operating profit as a criterion for the Incentive Scheme, transactions or the
effects of one-off events are excluded. The decision on the classification and exclusion of
transactions or the effects of one-off events is taken by the Supervisory Board by way of a
resolution.
9. When determining the parameters of operating profit as criteria for the Incentive Scheme, the
effects of the application of International Financial Reporting Standard (IFRS) 16 within the
Company and the Company’s Capital Group are also excluded to the extent that they affect
these criteria of the Incentive Scheme. The decision on the qualification and exclusion of the
effects of the implementation of IFRS 16 shall be taken by the Supervisory Board by way of
a resolution, unless they have been identified in the consolidated annual financial statements
audited by an audit firm.
§ 5.
[Exercise of Entitlements]
1. The Company’s offer to purchase its own shares for the purpose of enabling Eligible Persons
to exercise their Rights will take place during the period specified in paragraph 1 of §4 of the
Resolution.
2. With regard to members of the Company’s Management Board, the Supervisory Board shall
submit offers to Eligible Persons to purchase Own Shares in exercise of their Rights on the
terms set out in this resolution. Eligible Persons shall have the right to respond to offers to
purchase Own Shares within 14 days of the date of submission of the offer. Payment of the
purchase price must be made no later than on the day following the acceptance of the offer to
purchase Own Shares. Failure to respond to the offer, or submitting a response subject to
changes, or failure to pay the full purchase price shall constitute a refusal to accept the offer
and the expiry of the Rights covered by the Company’s offer.
3. With regard to the remaining Eligible Persons, the Company’s Management Board shall
submit offers to the Eligible Persons to purchase Own Shares in exercise of the Rights on the
terms set out in this resolution. The Eligible Persons shall have the right to respond to the
offers to purchase Own Shares within 14 days of the date of submission of the offer. Payment
of the purchase price must be made no later than on the day following the acceptance of the
offer to purchase Own Shares. Failure to respond to the offer, or submitting a response subject
to changes, or failure to pay the full purchase price shall constitute a refusal to accept the offer
and the expiry of the Entitlements covered by the Company’s offer.
4. In the event of the termination or expiry of the term of the contract between the Company (or
a Group company) and a member of the Company’s Management Board or a member of key
management staff or a person of material importance to the Company or a Group company,
under which that person performed work or provided services for the Company (or a Group
company) during the term of this Incentive Scheme or the termination of cooperation on other
grounds: the right of Eligible Persons to acquire Own Shares arising from the Entitlements
shall lapse, unless an offer to acquire Own Shares was made to the Eligible Person by the date
of termination or expiry of the agreement referred to above or the termination of cooperation
on other grounds.
5. Entitlements that have previously lapsed may be allocated to other persons in accordance with
the rules set out in § 3(4), § 3(5) and § 3(6) of this resolution, subject to the restrictions in §
3( 3 above, provided that the new persons have remained in employment or cooperation with
the Company or a Group company for at least the whole of 2028 and subject to the loyalty
condition set out in §5(7) of the Resolution. To this end, the Company’s Supervisory Board
or Management Board, as appropriate, shall draw up supplementary lists of Eligible Persons,
subject to the restrictions set out in §3(3) above.
6. The provisions of the preceding paragraph shall not apply if the contract between the
Company (or a Group company) and a member of the Company’s Management Board, a
member of key management staff, or a person of material importance to the Company or a
Group company, under which that person performed work or provided services for the
Company (or a Group company) and subsequently (within one month) another contract of this
type was concluded with the Company or a Group company, or the person was reappointed to
the Company’s Management Board.
7. The right to acquire Own Shares is also subject to the fulfilment of a loyalty condition, i.e.
remaining in employment or cooperation under a contract between the Company (or a Group
company) and a member of the Company’s Management Board or a member of key
management staff or a person of significant importance to the Company or a Group company,
on the basis of which that person performed work or provided services for the Company (or a
Group company) on the date of submitting the offer to acquire Own Shares.
8. The Company may use the services of an investment firm or bank selected by the Company’s
Management Board for the purposes of carrying out the activities specified in this paragraph.
§ 6.
[Purchase price of Own Shares]
All Own Shares will be offered to Eligible Persons at a purchase price of 4.92 zlotys (four zlotys and
ninety-two groszy) per share.
§ 7.
The Company’s Management Board shall request the Company’s General Meeting to approve the
purchase of own shares pursuant to Article 362 § 1(8) of the Commercial Companies Code.
§ 8.
This resolution shall enter into force on the date of its adoption.
The Company’s Management Board’s previous justification for the above draft Resolution No. 23/06/2026 remains unchanged.