Legal basis: Article 56(1)(2) of the Act on Public Offer – current and periodic information
Subject: Shareholder’s motion to include a specific item on the agenda of the Company’s Ordinary General Meeting convened for 25 June 2026, amendment to the agenda of the Company’s Ordinary General Meeting convened for 25 June 2026 and draft resolutions in connection with the amendment to the agenda.
The Management Board of VRG S.A. with its registered office in Kraków (hereinafter: “the Company”) hereby announces that on 1 June 2026 it received from the shareholder Colian Sp. z o.o. with its registered office in Opatówek, representing not less than 1/20 of the Company’s share capital, a motion to include on the agenda of the Company’s Ordinary General Meeting convened for 25 June 2026 (hereinafter: “General Meeting”) a matter concerning the payment of a dividend. At the same time, the shareholder Colian Sp. z o.o. submitted the following draft resolution of the General Meeting concerning the payment of a dividend and its justification, together with a request that this matter and the vote on this resolution be included as item 18 on the agenda of the General Meeting.
Resolution No. ______/2026
of the Ordinary General Meeting of the Company
of ________
on: the payment of a dividend
The Ordinary General Meeting of the Company, acting pursuant to Articles 348 and 396 § 5 of the Commercial Companies Code and § 30(1)(2) of the Company’s Articles of Association, hereby resolves as follows:
§ 1.
The Ordinary General Meeting of the Company resolves to allocate the net profit earned by the Company in previous years and transferred to the reserve fund to the payment of a dividend in the amount of PLN 0.05 (in words: zero zlotys and five groszy) per share, totalling PLN 11,722,792 PLN (in words: eleven million seven hundred and twenty-two thousand seven hundred and ninety-two zlotys).
§ 2.
The Ordinary General Meeting of the Company resolves to determine that the Company’s shareholders as at 19 September 2026 (the dividend record date) shall be entitled to the dividend, and the dividend payment date shall be 15 December 2026.
Justification
The proposed method of profit distribution remains consistent with the principle of pursuing a balanced policy regarding the allocation of generated funds, taking into account both the shareholders’ interest in participating in the Company’s financial results and the need to maintain an appropriate level of funding for the further development of the business and the liquidity security of the Company and its capital group.
The proposed dividend payment of PLN 0.05 per share, amounting to a total of PLN 11,722,792.00, reflects a prudent and responsible approach to the distribution of funds to shareholders. At the same time, the level of the proposed dividend remains commensurate with the Company’s current financial position and takes into account the results achieved by the VRG S.A. Group, including the consolidated net profit reported in the audited consolidated financial statements for 2025.
The resolution allows for the strengthening of the Company’s capital base, supports its financial flexibility and helps maintain the ability to finance current operating activities, planned development projects and potential investment needs. In the shareholder’s view, the payment of a dividend in the above amount remains consistent with good corporate governance practices and the standards of prudent financial management applicable to entities operating within the VRG S.A. capital group
The Company’s Management Board, having considered the shareholder’s motion pursuant to Article 401 § 2 of the Commercial Companies Code, has decided to expand the agenda of the General Meeting to include a new item 18 covered by the shareholder’s motion.
In view of the above, the Company’s Management Board hereby announces the expanded agenda of the General Meeting:
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation that the General Meeting has been duly convened and is competent to adopt resolutions.
4. Adoption of a resolution on the approval of the agenda.
5. Presentation and consideration of the Company’s financial statements for the financial year 2025 and the Supervisory Board’s assessment.
6. Presentation and consideration of the consolidated financial statements of the VRG S.A. Group for the financial year 2025 and the Supervisory Board’s assessment.
7. Presentation and consideration of the Management Board’s report on the activities of the VRG S.A. Group for 2025, prepared in conjunction with the Management Board’s report on the activities of VRG S.A. for 2025, and the Supervisory Board’s assessment.
8. Presentation of the Company’s Supervisory Board’s report for 2025.
9. Adoption of a resolution on the approval of the Company’s financial statements for the financial year 2025.
10. Adoption of a resolution on the approval of the consolidated financial statements of the VRG S.A. Group for the financial year 2025.
11. Adoption of a resolution on the approval of the Management Board’s report on the activities of the VRG S.A. Group for 2025, prepared together with the Management Board’s report on the activities of VRG S.A. for 2025.
12. Adoption of a resolution on the approval of the Supervisory Board’s report for 2025.
13. Adoption of a resolution on the distribution of the Company’s net profit as shown in the Company’s financial statements for the financial year 2025.
14. Adoption of resolutions on granting discharge to the members of the Management Board and the Supervisory Board of the Company in respect of the performance of their duties in the financial year 2025.
15. Adoption of a resolution on the expression of an opinion regarding the Report of the Supervisory Board of VRG S.A. on the remuneration of Members of the Management Board and Members of the Supervisory Board of VRG S.A. for the year 2025.
16. Adoption of a resolution on the adoption of a share-based incentive scheme.
17. Adoption of a resolution authorising the Management Board to acquire the Company’s own shares and to create a reserve fund for the purpose of acquiring the Company’s own shares.
18. Adoption of a resolution on the payment of a dividend.
19. Adoption of a resolution on amendments to § 6, § 20(6) and § 37 of the Company’s Articles of Association.
20. Closure of the General Meeting.