Shareholder's request to include specific matters on the agenda of the next general meeting of Wirtualna Polska Holding S.A. and submitting a draft resolution concerning a matter included in the agenda of the next general meeting of Wirtualna Polska Holding S.A.
Current Report No. 12/2025 of 2 June 2025
Shareholder's request to include specific matters on the agenda of the next general meeting of Wirtualna Polska Holding S.A. and submitting a draft resolution concerning a matter included in the agenda of the next general meeting of Wirtualna Polska Holding S.A.
Legal basis: Article 56, section 1.2a of the act dated 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organised trading, and public companies, as amended.
Contents of the report:
The Management Board of Wirtualna Polska Holding S.A. with its registered office in Warsaw (the "Company") informs that today, i.e. on June 2, 2025, it received a request from a shareholder Orfe S.A. with its registered office in Warsaw (hereinafter: "Orfe"), representing at least 1/20 (one twentieth) of the Company's share capital, pursuant to art. 401 § 1 of the Code of Commercial Companies, to include specific matters on the agenda of the next general meeting of Wirtualna Polska Holding S.A. and submit of a draft resolution concerning a matter included in the agenda of the next general meeting of Wirtualna Polska Holding S.A.
In the motion sent to the Company, Orfe S.A.:
1. submits a request to include the following matter in the agenda of the Ordinary General Meeting of the Company convened for 23 June 2025 (the "Ordinary General Meeting"): "Adoption of a resolution on authorizing the Management Board of the Company to acquire its own shares and create reserve capital" and submits a draft resolution in this matter;
2. submits a draft resolution regarding the matter included in item 9 of the agenda of the Ordinary General Meeting, i.e. "Adoption of a resolution on the allocation of the Company's profit for 2024".
The Company publishes the content of Orfe's request together with the justification and the submitted draft resolutions in the attachment to this report.
In connection with the request submitted, referred to in point 1 above, the Company publishes an amended agenda of the Ordinary General Meeting, including a new point marked as point 9, regarding "Adoption of a resolution on authorizing the Management Board of the Company to acquire its own shares and create reserve capital".
1. Opening of the General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Ascertaining of the correctness of the General Meeting convention and its capability of adopting resolutions.
4. Adoption of the agenda of the General Meeting.
5. Presentation by the Management Board of:
a. Company’s annual financial statements for the financial year ended 31 December 2024;
b. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2024 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2024;
c. Management Board’s Motion on the distribution of profit for the financial year 2024.
6. Consideration of:
a. the Supervisory Board’s report on the results of the assessment of:
1) Company’s annual financial statements for the financial year ended 31 December 2024;
2) Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2024 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2024;
3) Management Board’s Motion on the distribution of profit for the financial year 2024.
b. Report on the activities of the Supervisory Board and the Audit Committee of the Supervisory Board of Wirtualna Polska Holding S.A. in 2024 with the assessment of the situation of Wirtualna Polska Holding S.A. in accordance with Art. 382§31 items 2-5 of the Commercial Companies Code and in accordance with the Good Practices of the Companies Listed on the Warsaw Stock Exchange.
7. Consideration and approval of the Company’s annual financial statements for the financial year ended 31 December 2024.
8. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2024 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2024.
9. Adoption of a resolution on authorizing the Management Board of the Company to acquire its own shares and create reserve capital.
10. Adoption of the resolution on the on the distribution of profit for the financial year 2024.
11. Adoption of the resolutions on granting the vote of approval to the Members of the Management Board for the execution of their duties in 2024.
12. Adoption of the resolutions on granting the vote of approval to the Members of the Supervisory Board for the execution of their duties in 2024.
13. Adoption of a resolution on appointing the President of the Management Board of the Company for a new term of office.
14. Adoption of a resolution on determining the number of Members of the Supervisory Board of the Company.
15. Adoption of resolutions on appointing Members of the Supervisory Board of the Company for a new term of office.
16. Adoption of a resolution on remuneration of the Members of the Supervisory Board
17. Adoption of resolutions on amendments to the Articles of Association of the Company and approval of the uniformed text of Articles of Association of the Company.
18. Adoption of a resolution regarding the opinion on the Report on the remuneration of Members of the Management Board and the Supervisory Board of the Company for year 2024.
19. Free motions.
20. Closing of the Ordinary General Meeting.
Legal basis: Article 56, section 1.2a) of the act dated 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organised trading, and public companies in connection with § 19 Item 3 and 4 of the Regulation issued by the Finance Minister on 29 March 2018 on the current and periodic information transmitted by securities issuers and the conditions for recognizing the information required by the regulations of a non-member state as equivalent.
Signatures of the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer