Legal basis: Article 56 section 1 point 2 of the Public Offering Act - current and periodic information
Subject: Shareholder's request to include specific matters in the agenda of the Annual General Meeting of the Company convened for June 25, 2025, supplementation of the agenda of the Annual General Meeting of the Company convened for June 25, 2025 and draft resolutions in connection with supplementation of the agenda.
The Management Board of VRG S.A. with its registered office in Kraków (hereinafter referred to as the "Company"), hereby notifies of the receipt on June 4, 2025 from the shareholder Colian Sp. z o.o. with its registered office in Opatówek, representing no less than 1/20 of the Company's share capital, of a request to include the following matters in the agenda of the Ordinary General Meeting of the Company convened for June 25, 2025 (hereinafter referred to as the "General Meeting"):
1) adoption of a resolution of the Annual General Meeting of the Company on repealing resolution No. 24/04/2012 of the Annual General Meeting of 23 April 2012 on determining the remuneration of members of the Supervisory Board and adoption of a new resolution on determining the remuneration of members of the Supervisory Board, the content of which will take into account the proposed changes to the remuneration of members of the Supervisory Board:
- Chairman of the Supervisory Board PLN 150,000 per year,
- Member of the Supervisory Board PLN 102,000 per year, whereas members of the Supervisory Board who are also members of committees will receive additional remuneration of PLN 1,000 per month, separately for performing duties in each of the committees.
2) adoption of a resolution of the Annual General Meeting of the Company on amending the Remuneration Policy for Members of the Management Board and Supervisory Board of the Company, to the extent resulting from the resolution of the Annual General Meeting on determining the remuneration of members of the Supervisory Board referred to above and the need to change the remuneration of members of Supervisory Boards in subsidiaries starting from 1 January 2026 in accordance with the following proposal (annual remuneration):
in the subsidiary W.KRUK S.A.:
- Chairman of the Supervisory Board PLN 50,000 per year,
- Member of the Supervisory Board PLN 30,000 per year,
in the subsidiary DCG S.A.:
- Chairman of the Supervisory Board PLN 20,000 per year,
- Member of the Supervisory Board PLN 10,000 per year.
The justification for the above shareholder's motion stated that the proposal to change the remuneration of members of the Supervisory Boards of the Company and subsidiaries results from the need to adapt them to the scale of operations of VRG Group companies and to take into account market data appropriate for companies of a similar profile and size.
Taking into account the shareholder's motion pursuant to Article 401 § 2 of the Commercial Companies Code, the Company's Management Board decided to extend the agenda of the General Meeting by a new item 20 and a new item 21 covered by the shareholder's motion.
In connection with the above, the Management Board of the Company announces an extended agenda for the General Meeting.
1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Confirmation that the General Meeting was properly convened and has the capacity to adopt resolutions.
4. Adoption of a resolution on the adoption of the agenda.
5. Presentation and consideration of the Company's financial statements for the 2024 financial year.
6. Presentation and consideration of the consolidated financial statements of the VRG S.A. Capital Group for the 2024 financial year.
7. Presentation and consideration of the Management Board's report on the activities of the VRG S.A. Capital Group for 2024, prepared together with the Management Board's report on the activities of the VRG S.A. Capital Group, which includes the sustainable development report of the VRG S.A. Capital Group for 2024.
8. Presentation of the assessments of the Supervisory Board of the Company for 2024 regarding: (i) the Management Board's report on the activities of the VRG S.A. Capital Group for 2024, prepared together with the Management Board's report on the activities of VRG S.A., which includes the sustainable development report of the VRG S.A. Capital Group for 2024, (ii) the Company's financial statements for the financial year 2024, (iii) the consolidated financial statements of the VRG S.A. Capital Group for the financial year 2024 and (iv) the Management Board's proposal regarding the method of distributing the Company's net profit for the financial year 2024.
9. Presentation of the Supervisory Board's report for 2024.
10. Adoption of a resolution on the approval of the Company's financial statements for the financial year 2024.
11. Adoption of a resolution on the approval of the consolidated financial statements of the VRG S.A. Capital Group for the financial year 2024.
12. Adoption of a resolution on the approval of the Management Board's report on the activities of the VRG S.A. Capital Group. for 2024, prepared together with the Management Board's report on the activities of VRG S.A., which includes the sustainable development report of the VRG S.A. Capital Group for 2024.
13. Adoption of a resolution on approval of the Supervisory Board's report for 2024.
14. Adoption of a resolution on the distribution of the Company's net profit shown in the Company's financial statements for the financial year 2024.
15. Adoption of resolutions on granting discharge to members of the Management Board and Supervisory Board of the Company for the performance of their duties in the financial year 2024.
16. Adoption of a resolution on approval of the co-optation to the Supervisory Board of Mr. Paweł Kucharski in accordance with the resolution of the Supervisory Board of 31 January 2025.
17. Adoption of a resolution on expressing an opinion on 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 2024.
18. Adoption of a resolution on determining the number of Supervisory Board members for the new term.
19. Adoption of resolutions on appointing Supervisory Board members for the new term.
20. Adoption of a resolution on determining the remuneration of Supervisory Board members.
21. Adoption of a resolution on amending the Remuneration Policy for members of the Management Board and Supervisory Board of VRG S.A. with its registered office in Kraków.
22. Closing of the General Meeting.
At the same time, the Management Board presents below draft resolutions of the General Meeting within the scope of the proposed items 20 and 21 of the agenda:
Draft resolution for item 20 of the agenda
Resolution No. [……]
of the Annual General Meeting of the Company
of 25 June 2025
on determining the remuneration of members of the Supervisory Board
Pursuant to art. 392 § 1 and § 3 of the Commercial Companies Code and § 22 sec. 2 of the Company's Articles of Association: The Annual General Meeting of the Company repeals resolution no. 24/04/2012 of the Annual General Meeting of the Company of 23 April 2012 on determining the remuneration of members of the Supervisory Board (hereinafter referred to as the "Board") and repeals resolution no. 24/06/2019 of the Annual General Meeting of the Company of 17 June 2019 on determining the additional remuneration of members of the Supervisory Board of the Company who are members of permanent committees operating within the Supervisory Board (hereinafter referred to as the "Committees") and establishes the following principles of remuneration:
1. Monthly remuneration for members of the Board, paid regardless of the frequency of meetings, starting from the date of adoption of the resolution, amounts to PLN 12,500.00 gross for the Chairman of the Board and PLN 8,500.00 gross for other members of the Board.
2. The remuneration referred to in point 1 is calculated in proportion to the number of days of performing the function of a member of the Board, in the event that the appointment, dismissal or resignation from the function of a member of the Board occurred during the calendar month.
3. The remuneration referred to in points 1 and 2 is paid in arrears, by the 10th day of each month. The remuneration of members of the Supervisory Board is charged to the costs of the Company's operations. The Company also incurs other costs incurred in connection with the performance of the function of a member of the Board. In particular, the Company covers the costs of travel, accommodation and per diems related to participation in the work of the Board.
4. Members of the Board delegated to permanent individual performance of supervision receive separate remuneration, the amount of which is determined by the General Meeting. The General Meeting may, by resolution, entrust this authority to the Board.
5. The remuneration of members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board shall be established by resolution of the Board.
6. The monthly additional gross remuneration for members of the Supervisory Board who are members of the Committees, including: the Audit Committee and the Nomination and Remuneration Committee, paid regardless of the frequency of meetings of the Committees, starting from the date of adoption of this resolution, shall amount to: PLN 1,000.00 gross.
7. The remuneration referred to in item 6 is calculated in proportion to the number of days of performing the function of a member of a given Committee, in the event that the appointment, dismissal or resignation from the function of a member of a given Committee occurred during the calendar month.
8. The remuneration referred to in items 6 and 7 is paid in arrears, by the 10th day of each month. The remuneration of members of the Committees is charged to the costs of the Company's operations. The Company shall also bear other costs incurred in connection with the performance of the function of a member of the Committee.
9. The Company, in accordance with the provisions of the Act of 26 July 1991 on personal income tax, shall calculate and collect tax on the remuneration of the members of the Council referred to in this resolution.
10. The resolution shall enter into force on the date of its adoption.
Draft resolution for item 21 of the agenda
Resolution No. [……]
of the Annual General Meeting of the Company
of 25 June 2025
on amending the Remuneration Policy for members of the Management Board and Supervisory Board of VRG S.A. with its registered office in Kraków
§1.
The Annual General Meeting of the Company decides to amend the Remuneration Policy for members of the Management Board and Supervisory Board of VRG S.A. with its registered office in Kraków, adopted on the basis of:
• Resolution No. 19/06/2020 of the Annual General Meeting of the Company of June 29, 2020,
• Resolution No. 04/03/2021 of the Extraordinary General Meeting of the Company of March 17, 2021,
• Resolution No. 25/06/2022 of the Annual General Meeting of the Company of June 21, 2022, (hereinafter referred to as the "Policy") as follows:
Point II. of the Policy shall be amended to read as follows:
SUPERVISORY BOARD OF VRG S.A. and IN COMPANIES OF THE VRG S.A. CAPITAL GROUP
II.1 Remuneration of Members of the Supervisory Board of the Company for membership in the Supervisory Board of the Company
The remuneration of Members of the Supervisory Board of the Company includes monthly remuneration, the amount of which is determined in the form of a resolution of the General Meeting of the Company, as well as additional remuneration for members of the Supervisory Board of the Company who are members of permanent committees operating within the Supervisory Board. In addition, the Company also covers other costs incurred in connection with the performance of the function of a member of the Supervisory Board, including a member of a committee, in particular the Company covers the costs of travel, accommodation and per diems related to participation in the work of the Supervisory Board. Changes to remuneration, including its increase or decrease, lie within the competence of the General Meeting of the Company. Decisions in this matter are made in accordance with the Company's articles of association by a simple majority of votes (par. 27 of the Company's articles of association).
Supervisory Board members receive remuneration based on a resolution of the General Meeting of the Company for performing their function. In accordance with Article 386 paragraph 2 of the Commercial Companies Code in connection with Article 369 of the Commercial Companies Code, the mandate of a Supervisory Board Member expires as a result of death, resignation or dismissal of the Supervisory Board Member from the function. The mandate of a Supervisory Board Member expires no later than on the date of the General Meeting approving the financial report for the last full financial year of performing the function. In connection with the expiry of the mandate, the obligation to pay remuneration to the Supervisory Board Member ceases. The Company is not obliged to pay the Supervisory Board Member additional benefits related to the expiry of the mandate.
Currently, the remuneration of the Supervisory Board Members is regulated by resolution no. ____/06/2025 of the Ordinary General Meeting of the Company of 25 June 2025 on determining the remuneration of the Supervisory Board members. In accordance with this resolution:
• The monthly remuneration for the Board members, paid regardless of the frequency of meetings held, starting from the date of adoption of the resolution, amounts to PLN 12,500.00 gross for the Chairman of the Board and PLN 8,500.00 gross for the remaining Board members.
• The Company also covers other costs incurred in connection with the performance of the function of a Board member. In particular, the Company covers the costs of travel, accommodation and per diem related to participation in the work of the Board.
• The remuneration of the Supervisory Board members delegated to temporarily perform the duties of the Management Board members is determined by the Board resolution.
The Supervisory Board members are not parties to agreements with the Company for performing the function of a Management Board member. The Supervisory Board members do not receive variable remuneration components.
II.2 Remuneration of Members of the Supervisory Board of the Company who are members of the Permanent Committees operating within the Supervisory Board of the Company.
Pursuant to resolution no. ____/06/2025 of the Ordinary General Meeting of Shareholders of the Company of 25 June 2025, the principles of additional remuneration of members of the Supervisory Board of the Company who are members of the permanent committees of the Supervisory Board in the event of their appointment were established, including: the Audit Committee and the Nomination and Remuneration Committee. In accordance with this resolution:
1. Monthly additional gross remuneration for members of the Supervisory Board who are members of the Committees, paid regardless of the frequency of Committee meetings, amounts to: PLN 1,000.00.
2. The Company also incurs other costs incurred in connection with the performance of the function of a Committee member.
II.3 Remuneration of Members of the Supervisory Board of the Company for membership in the Supervisory Boards of companies from the VRG S.A. Capital Group.
The members of the Supervisory Board of the Company sitting on the Supervisory Boards of the subsidiaries W.KRUK S.A. and DCG S.A. receive a fixed monthly remuneration, the amount of which is determined in the form of a resolution of the General Meeting of Shareholders of the given subsidiary. The subsidiary company also bears other costs incurred in connection with the performance of the function of a member of the Supervisory Board, in particular the costs of travel, accommodation and per diem related to participation in the work of the Supervisory Board.
II. 3.1. Remuneration of the Members of the Supervisory Board of W.KRUK S.A.
Starting from 1 January 2026, the members of the Supervisory Board in the subsidiary W.KRUK S.A. will receive remuneration, the amount of which will not exceed:
1. for the Chairman of the Supervisory Board of W.KRUK S.A. PLN 50,000.00 gross per year;
2. for the other Members of the Supervisory Board of W.KRUK S.A. PLN 30,000.00 gross per year.
The remuneration will be paid regardless of the frequency of meetings. W.KRUK S.A. also covers other costs incurred in connection with the activities of the Supervisory Board. Members of the Supervisory Board of W.KRUK S.A. are entitled to reimbursement of costs related to participation in the work of the Supervisory Board, i.e. reimbursement of travel costs to the meeting and accommodation, while all costs not related to participation in the meeting of the Supervisory Board require the prior consent of the Supervisory Board.
The remuneration of members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board is established by resolution of the Supervisory Board of W.KRUK S.A.
II. 3.2. Remuneration of Members of the Supervisory Board of DCG S.A.
Starting from 1 January 2026, members of the Supervisory Board in the subsidiary DCG S.A. will receive remuneration, the amount of which will not exceed:
1. for the Chairman of the Supervisory Board of DCG S.A. PLN 20,000.00 gross per year;
2. for other Members of the Supervisory Board of DCG S.A. PLN 10,000.00 gross per year;
The remuneration will be paid regardless of the frequency of meetings held. DCG S.A. also covers other costs incurred in connection with the operation of the Supervisory Board. Members of the Supervisory Board of DCG S.A. are entitled to reimbursement of costs related to participation in the work of the Supervisory Board, i.e. reimbursement of travel costs to the meeting and accommodation, with all costs not related to participation in the meeting of the Supervisory Board requiring prior consent of the Supervisory Board.
The remuneration of members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board is established by a resolution of the Supervisory Board of DCG S.A.
§2.
The resolution enters into force on the date of its adoption.