Legal basis: Other regulations
Subject: Candidacy of Ms. Aleksandra Kolańska for the Supervisory Board of VRG S.A., submission of a draft resolution of the Ordinary General Meeting convened for 25 June 2025.
VRG S.A. with its registered office in Kraków (the "Company") hereby notifies that on 24 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 (the "General Meeting"), nominated Ms. Aleksandra Kolańska as a candidate for the Supervisory Board of the Company.
According to the information provided to the Company, Ms. Aleksandra Kolańska has consented to run for office and to be appointed to the Supervisory Board of the Company.
According to the submitted declaration, in relation to Ms. Aleksandra Kolańska:
1) there are no legal obstacles preventing her 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 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 activity by public persons (consolidated text: Journal of Laws of 2023, item 1090).
The Company presents attached a biographical note of Ms. Aleksandra Kolańska.
The Company also informs that on June 24, 2025, the shareholder Colian Sp. z o.o. proposed supplementing the content of the draft resolution no. 22/06/2025 of the General Meeting on determining the number of Members of the Supervisory Board of the new term by setting the number of Members of the Supervisory Board of the new joint term at 5 persons. In connection with the above, the Company presents below the draft resolution of the General Meeting in question supplemented in accordance with the shareholder's proposal:
"Resolution No. 22/06/2025
of the Annual General Meeting of the Company
of 25 June 2025
on determining the number of Members of the Supervisory Board of the new term of office
§ 1.
The Annual General Meeting of the Company, pursuant to art. 385 § 1 of the Commercial Companies Code and § 17 sec. 2 of the Company's articles of association, determines the number of Members of the Supervisory Board of the new joint term of office at 5 (five) persons, starting at the beginning of the day following the date of this Annual General Meeting approving the financial statements of the Company for the financial year 2024.
§ 2.
The resolution shall enter into force on the date of its adoption."