Legal basis: Article 56, paragraph 1, point 2 of the Act on Public Offering – Current and Periodic Information
Subject: Appointment of a Member to the Supervisory Board of VRG S.A. through Co-optation
The Management Board of VRG S.A. with its registered office in Kraków (the "Company") informs that on January 31, 2025, the Supervisory Board of the Company adopted a resolution to supplement the composition of the Supervisory Board through co-optation as provided for in § 22, paragraph 3 of the Company's Articles of Association. The Supervisory Board has supplemented its composition by co-opting Mr. Paweł Kucharski to the Supervisory Board for the current joint term of office.
According to the statements made by Mr. Paweł Kucharski: a) There are no legal impediments preventing him from performing the function of a member of the Supervisory Board, particularly there are no impediments referred to in Articles 18, paragraph 1 and 2, or 387 of the Commercial Companies Code (KSH), b) He does not engage, and does not intend to engage, in any competitive activity against the Company, nor does he participate or intend to participate in a company competitive to the Company as a partner in a civil partnership, a member of the governing body of a partnership, or as a member of the governing body of a capital company, or in any other competitive legal entity as a member of its governing body, c) He has not been convicted by a final judgment for an offense harming the company and no proceedings are pending against him for actions harming the company in the governing bodies of which he participated as a member, d) He is not listed in the Insolvent Debtors Register maintained under the Act of August 20, 1997, on the National Court Register, e) He does not hold any functions or positions defined in Articles 1-2 of the Act of August 21, 1997, on restrictions on business activities by public figures (Journal of Laws 2023, item 1090).
Additionally, Mr. Paweł Kucharski declared that he meets the criteria for independence of supervisory board members as defined:
• In Article 129, paragraph 3 of the Act of March 11, 2017, on statutory auditors, audit firms, and public supervision;
• In Annex II to the European Commission Recommendation of February 15, 2005, on the role of non-executive directors or members of the supervisory boards of listed companies and committees of the supervisory board (Official Journal of the European Union L.05.52.51);
• Additional requirements specified in the Corporate Governance Rules for Listed Companies on the Warsaw Stock Exchange, attached to Resolution No. 13/1834/2021 of the Exchange Council dated March 29, 2021.
At the same time, the Company attaches Mr. Paweł Kucharski's biography note to this report.