Legal basis: Other regulations.
Subject: The candidacy of Mr. Piotr Nowjalis for the position of independent member of the Supervisory Board at VRG S.A. submitted by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A., acting on behalf of Nationale-Nederlanden Open Pension Fund.
As per the information provided to the Company by Nationale-Nederlanden PTE, Mr. Piotr Nowjalis agreed to run for the Supervisory Board of the Company; moreover, he stated in writing that he meets the requirements for independent members of the Supervisory Board. In the opinion of Nationale-Nederlanden PTE, Mr. Piotr Nowjalis' professional experience and professionalism allow stating that this is a candidate who can add a lot of value to the Company, guaranteeing the proper performance of the duties of an independent member of the Supervisory Board.
In accordance with the submitted statements, Mr. Piotr Nowjalis agreed to run for candidacy and to being appointed as a member of the Company's Supervisory Board. Mr. Piotr Nowjalis has full legal capacity, and there are no statutory conditions in relation to him preventing his appointment and performance of the function of a member of the Supervisory Board in the Company, particularly those specified in Articles 18 and 387 of the Commercial Companies Code. Mr. Piotr Nowjalis does not participate in a company competitive to the Company's operations as a partner in a civil law partnership, partnership or as a member of a body of a capital company, or in another competitive legal entity as a member of its body. Mr. Piotr Nowjalis is not listed in the Register of Insolvent Debtors and is aware of no other obstacles to run for the Supervisory Board of the Company. Mr. Piotr Nowjalis also undertook to immediately notify the Company in writing, should any circumstances change as regards the statements referred to above.
Meanwhile, the Company provides below information on Piotr Nowjalis' professional biography, education and qualifications in order to enable the Company's shareholders to become familiar with them before the Meeting.
Mr. Piotr Nowjalis is a graduate of the Leon Koźmiński University (Executive MBA-2014) and the University of Gdańsk – Faculty of Economics (1997) and Faculty of Law and Administration (1998). He has several years of experience in managerial positions related to financial management in private and public capital companies. His scope of responsibility was related to strategic management, mergers and acquisitions, shaping capital structure, acquiring funding on domestic and foreign financial markets, conducting private and secondary issues on the WSE, financial risk management, corporate governance, investor relations, budgeting, controlling, accounting and financial reporting.
In the years 2003-2017 he was the financial director and member of the board responsible for finance in public companies listed on the WSE:
- in the years 2008-2017 at CCC S.A. based in Polkowice (financial director and vice president of the board);
- in the years 2003-2008 in AB S.A. based in Wrocław (financial director and member of the board);
Before that, he worked as economic director at M&S Pomorska Fabryka Okien Sp. z o.o. based in Słupsk (2002-2003), financial director – executive director at KGHM Polska Miedź S.A. (1999-2002) and specialist at LOTOS S.A. (1998-1999) and in Polish Ocean Lines (1997).
He was also part of the supervisory boards in public companies: TIM S.A (2010-2016), Rotopino.pl S.A (2011-2013), Vantage Development S.A. (2011-2015), LIBET S.A. (2017), Synektik S.A. (2017-2020).
Currently, Mr. Piotr Nowjalis is a member of the supervisory boards in public companies listed on the Warsaw Stock Exchange:
- Orbis S.A. – independent member of the Supervisory Board and Chairman of the Audit Committee;
- Dino Polska S.A. – independent member of the Supervisory Board and Chairman of the Audit Committee;
- Novaturas AB – independent member of the Supervisory Board, Chairman of the Audit Committee and member of the Nominations and Remuneration Committee.
Furthermore, Piotr Nowjalis acts as a member of the Supervisory Board in Spokey Sp. z o.o. based in Katowice, and since January 2019 has been the Independent Non-Executive Director at Eurotorg Holding Plc based in Limassol, Cyprus, which manages the largest food retail company in Belarus.
Piotr Nowjalis also runs a sole proprietorship under the name Piotr Nowjalis Doradztwo Gospodarcze. Mr. Piotr Nowjalis is also one of the initiators and president of the board of the Association of Independent Supervisory Board Members.