Legal basis: Other regulations
Subject: Candidacy of Mr. Piotr Stępniak for the Supervisory Board of VRG S.A.
VRG S.A. with its registered office in Kraków (the "Company") hereby notifies that on 23 June 2025, Colian Sp. z o.o. with its registered office in Opatówek, as a shareholder of the Company, in connection with the elections to the Supervisory Board to be held at the Ordinary General Meeting of the Company convened for 25 June 2025, nominated Mr. Piotr Stępniak as a candidate for the Supervisory Board of the Company.
According to the information provided to the Company, Mr. Piotr Stępniak has consented to run for election and to be appointed as an independent member of the Supervisory Board of the Company.
According to the submitted declaration, in relation to Mr. Piotr Stępniak:
1) there are no legal obstacles preventing him from performing the function of a member of the Supervisory Board, 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 competitive to the Company as a partner in a civil 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 him for acting to the detriment of the company in whose bodies he 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 activity by public persons (consolidated text: Journal of Laws of 2023, item 1090).
In addition, Mr. Piotr Stępniak declared that he meets the criteria for the independence of a member of supervisory boards specified in:
• Article 129 section 3 of the Act of 11 March 2017 on auditors, audit firms and public supervision; and
• 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.
At the same time, the Company presents a biographical note of Mr. Piotr Stępniak.