Legal basis: rticle 17 paragraph 1 of MAR - confidential information
Subject: Request of the Management Board of VRG S.A. to the Annual General Meeting regarding the method of distribution of the Company's net profit for the financial year 2025
The Management Board of VRG S.A. with its registered office in Kraków (the "Company") hereby announces the adoption on May 18, 2026, of a resolution approving the motion of the Management Board of VRG S.A. in Kraków to the Annual General Meeting of the Company regarding the distribution of the Company's net profit for the 2025 financial year. The above motion includes a recommendation not to pay a dividend from the Company's net profit for the 2025 financial year and to allocate the net profit reported in the Company's financial statements for the 2025 financial year in the amount of PLN 8,121,062.13 in its entirety to reserve capital.
The above recommendation assumes a departure from the dividend policy adopted by the Company's Management Board on May 18, 2022 (the "Dividend Policy") regarding the distribution of the Company's net profit for the 2025 financial year.
This recommendation stems from the need to ensure the Company’s financial liquidity and provide it with the capital necessary for the further development of its operations and the implementation of planned investments, including the expansion of the apparel and jewelry segments in terms of infrastructure supporting business management processes, as well as the opening of new retail spaces and the renovation of existing ones for the Group’s brick-and-mortar stores.
At the same time, the Company’s Management Board is considering requesting the Company’s General Meeting to adopt a resolution regarding the introduction of a long-term incentive plan based on the Company’s shares, intended for the Company’s Management Board, the Management Board of W.KRUK S.A., the Company’s key management, and other individuals of significant importance to the Company and the companies within its capital group.
The Company’s Management Board considers that the incentive program referred to above could be implemented by granting eligible persons, with their consent, entitlements in the form of a conditional right to acquire the Company’s treasury shares using the Company’s treasury shares, which could be acquired by the Company pursuant to a resolution of the General Meeting.
As of the date of this announcement, no decisions have been made regarding the parameters of the incentive program. Any proposed resolutions will be subject to analysis by the Management Board and—should a decision be made to submit them to the General Meeting—will be published in accordance with applicable law.
The recommendation regarding the distribution of the net profit reported in the Company’s financial statements for the year 2025, referred to above, satisfies the requirements of Article 395 § 2(2) in conjunction with Article 396 of the Commercial Companies Code.
At the same time, the Management Board announces that the resolution put to a vote at the meeting of the Company’s Supervisory Board on May 18, 2026, the Supervisory Board resolution regarding the adoption and presentation to the Ordinary General Meeting of VRG S.A. of the Supervisory Board’s assessment report on the aforementioned Management Board proposal concerning the distribution of the Company’s net profit for the 2025 fiscal year did not receive the required majority of votes.