Legal basis: Art. 56 sect.1 pt 2 of the Act on Public Offering - current and periodical information
Subject: Request to include certain issues in the agenda of the Ordinary General Meeting of VRG S.A. convened for 17 June, 2019.
1.) The Management Board of VRG S.A. joint stock company in Cracow (the "Company") informs that in a letter dated 24 May, 2019, Nationale-Nederlanden Otwarty Fundusz Emerytalny (Nationale-Nederlanden Open Pension Fund, “the Fund") with its registered office in Warsaw, as a shareholder of the Company representing at least 1/20 of the Company's share capital, pursuant to Article 401 § 1 of Kodeks spółek handlowych (the Code of Commercial Companies), requested the Company to add to the agenda of the Ordinary General Meeting of the Company convened for 17 June, 2019 ("General Meeting"), the agenda item in the following wording: "Changes in the composition of the Supervisory Board".
In the justification of the above motion it was stated that the changes in the Supervisory Board of the Company are aimed at reflecting the shareholding structure of the Company in the composition of the supervisory authority.
Along with the request described above, the following draft resolutions of the General Meeting concerning the proposed agenda item were presented:
"Resolution No. .../06/2019
of the Ordinary General Meeting of VRG S.A. Shareholders
dated 17 June, 2019
on the dismissal of a member of the Supervisory Board of the Company
Pursuant to § 17 section 3 of the Company's Articles of Association, the following is resolved:
1.The Ordinary General Meeting of the Company dismisses Mr/Ms......
2.The resolution shall come into force on the day of its adoption”
"Resolution No. .../06/2019
of the Ordinary General Meeting of VRG S.A. Shareholders
dated 17 June, 2019
on appointment of a member of the Supervisory Board of the Company
Pursuant to § 17 section 3 of the Company's Articles of Association, the following is resolved:
1.The Ordinary General Meeting of the Company appoints Mr/Ms....
2.The resolution shall come into force on the day of its adoption”
2.) In connection with the request described in point 1) above to place specific items on the agenda of the General Meeting, the Management Board announces the change to the agenda of the General Meeting introduced at the request of the Fund and presents the new agenda of the General Meeting below.
"Agenda of the Ordinary General Meeting of VRG S.A. convened for 17 June, 2019 at 12.00 in the Company's headquarters in Cracow at ul. Pilotów 10, (31-462 Cracow), 9th floor:
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation of the correctness of convening the General Meeting and its ability to adopt resolutions.
4. Adoption of a resolution regarding the adoption of the agenda.
5. Consideration of the report of the Management Board on the operations of the Company and the operations of the VRG S.A. capital group and the separate and consolidated financial statements for the financial year 2018.
6. Presentation of the Supervisory Board's report on the assessment of the Management Board's report on the Company's operations as well as the separate and consolidated financial statements for the financial year 2018, and the Management Board's motion regarding the distribution of the Company's net profit for the financial year 2018.
7. Adoption of a resolution regarding the approval of the Management Board's report on the Company's operations for the financial year 2018 and the Company's financial statements for the financial year 2018.
8. Adoption of a resolution regarding the approval of the Management Board report on the operations of the VRG SA capital group for the financial year 2018 and on the approval of the consolidated financial statements of the capital group VRG S.A. for the financial year 2018.
9. Adoption of a resolution regarding the allocation of the Company's net profit for the financial year 2018.
10. Adoption of resolutions regarding the acknowledgment of the fulfillment of duties by the members of the Management Board and the Supervisory Board of the Company in the financial year 2018.
11. Adoption of a resolution on determining the number of members of the Supervisory Board of the current joint term of office in connection with the effective date of Ms. Katarzyna Basiak-Gała's resignation from the position of a member of the Supervisory Board of the Company.
12. Changes in the composition of the Supervisory Board.
13. Adoption of a resolution regarding the election of a new member of the Company's Supervisory Board.
14. Adoption of a resolution regarding the determination of additional remuneration for members of the Supervisory Board of the Company included in the standing committees operating within the Supervisory Board.
15. Presentation of significant elements of the content of the plan of merger of the Company with the subsidiary BTM 2 Spółka z o. o. and significant changes in the assets and liabilities that occurred between the date of the merger plan and 17 June, 2019.
16. Adoption of a resolution regarding the merger of the Company with its subsidiary BTM 2 Sp. z o. o. based in Cracow.
17. Closing of the General Meeting.