Legal basis: Article 56(1)(2) of the Act on Public Offer – current and periodic information
Subject: Submission of a draft resolution for item 18 of the agenda of the Annual General Meeting of Shareholders of VRG S.A. convened for June 25, 2026.
The Management Board of VRG S.A. with its registered office in Kraków (the “Company”) hereby announces that in connection with the Annual General Meeting of the Company convened for June 25, 2026 (the “General Meeting”) it received on June 10, 2026 from the shareholder of the Company Nationale-Nederlanden Otwarty Fundusz Emerytalny (the “Fund”), with its registered office in Warsaw, represented by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. with its registered office in Warsaw, holding at least 1/20 of the Company’s share capital, the following draft resolution regarding item 18 of the agenda of the General Meeting:
Draft resolution for agenda item 18: Adoption of a resolution regarding the payment of a dividend
"Resolution No. .../06/2026
of the Annual General Meeting of VRG S.A.
with its registered office in Kraków
of June 25, 2026
on the payment of a dividend
Acting pursuant to Article 348 and Article 396 § 5 of the Commercial Companies Code and § 30 section 1 item 2 of the Company's Articles of Association, the Annual General Meeting of VRG S.A. resolves as follows:
§ 1
The Annual General Meeting of the Company resolves to allocate the net profit earned by the Company in previous years and transferred to the supplementary capital for the payment of a dividend of PLN 0.20 (in words: zero zloty and twenty groszy) per share, for a total amount of PLN 46,891,168 (in words: forty-six million Eight hundred ninety-one thousand one hundred sixty-eight zlotys).
§ 2.
The Annual General Meeting sets July 2, 2026 as the dividend record date.
§ 3.
The Annual General Meeting sets July 16, 2026 as the dividend payment date.
§ 4.
This resolution comes into effect on the date of its adoption.
Justification:
In the Fund's opinion, the proposed dividend level of PLN 0.20 per share remains fully justified by the Company's financial situation and its current balance sheet structure.
According to the Fund, the Company maintains a safe and stable financial position, characterized by a moderate level of debt and comfortable liquidity.
The proposed dividend amount is therefore consistent with the principle of rational capital management, allowing for maintaining a balance between the Company's further development and delivering direct shareholder value.