Legal basis: Other regulations
Subject: Mr. Piotr Kaczmarek's candidacy for the Supervisory Board of VRG S.A. submitted by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. acting on behalf of Nationale-Nederlanden Otwarty Fundusz Emerytalny. Submission of the draft resolution to the agenda item of the Ordinary General Meeting of VRG S.A. convened for 17 June 2019. "Changes in the composition of the Supervisory Board”
1) VRG S.A. in Cracow (the "Company") announces that on 10 June 2019 Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. ("Nationale-Nederlanden PTE"), acting on behalf of a shareholder of Nationale-Nederlanden Otwarty Fundusz Emerytalny with its registered office in Warsaw ("Fund"), informed the Company that at the Ordinary General Meeting of Shareholders of the Company convened for 17 June 2019 ("the Meeting"), the Fund intends to propose Mr. Piotr Kaczmarek as a candidate for the position of an independent member of the Supervisory Board of the Company.
In accordance with the information provided to the Company by Nationale-Nederlanden PTE, Mr. Piotr Kaczmarek agreed to be a candidate for the Supervisory Board of the Company and additionally declared in writing that he meets the requirements for independent members of the Supervisory Board. In the opinion of Nationale-Nederlanden PTE, the professional experience and professionalism of Mr. Piotr Kaczmarek allow us to state that this is a candidate who may bring a lot of value to the Company by providing a guarantee of proper performance of duties of an independent member of the Supervisory Board.
In accordance with his statements, Mr. Piotr Kaczmarek meets the independence criteria set out in Art. 129 para. 3 of the Act on Statutory Auditors, Audit Firms and Public Supervision and the independence criteria set out in Annex II to the European Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. Moreover, Mr Piotr Kaczmarek is a person who has not been convicted of any of the offences referred to in Article 18 of the Commercial Code, nor does Mr. Piotr Kaczmarek participate in any company competitive to the Company as a partner in a civil law partnership, partnership or as a member of a body of a capital company, and does not participate in any other legal person competitive to the Company as a member of its body. Mr. Piotr Kaczmarek is not entered into the register of insolvent debtors and there are no other obstacles known to him to be a candidate for the Supervisory Board of the Company.
The Company provides information on Mr. Piotr Kaczmarek's professional CV, education and qualifications in order to enable the Company's shareholders to become acquainted with them before the Meeting.
2) The Company also notifies that on 10 June 2019 Nationale-Nederlanden PTE, acting on behalf of the Fund, submitted the draft resolution to the agenda item of the Ordinary General Meeting of VRG S.A. convened for 17 June 2019 "Changes in the composition of the Supervisory Board". The Company submits the proposal of the draft resolution referred to above as an attachment to this report.