GIGROUP (GIG): Announcement about convening the Extraordinary General Meeting of the Shareholders of Work Service S.A. along with the content of the draft resolutions - raport 60

Raport bieżący nr 60/2016

Podstawa Prawna: Inne uregulowania
The Management Board of Work Service S.A., a joint-stock company with its registered seat in Wrocław at ul. Gwiaździsta 66, entered into the Register of Entrepreneurs of the National Court Register under the following National Court Register number: KRS 0000083941, whose registration files are kept by the District Court for Wrocław – Fabryczna, 6th Commercial Division of the National Court Register, with the share capital in the amount of 6,509,482,30 PLN, paid up in full, statistical identification number (REGON) 932629535, tax identification number (NIP) 897-16-55-469 (“Company”), acting on the basis of Article 399 § 1 and Article 4021 § 1 and 2 of the act of 15 September 2000 The Commercial Companies Code (Journal of Laws of 2000 No. 94, item 1037, as amended, hereinafter referred to as the “Commercial Companies Code”) and § 10 section 3 of the Articles of Association, hereby convenes the Extraordinary General Meeting, which shall be held on 21 December 2016, at 12:00 hours, at the company’s seat in Wrocław at ul. Gwiaździsta 66.

Agenda of the meeting.

1.The opening of the Extraordinary General Meeting.

2.Appointment of the Chairman of the Extraordinary General Meeting.

3.Statement of the validity of the convocation of the Extraordinary General Meeting and its ability to adopt resolutions.

4.Accepting the agenda of the meeting.

5.Adoption of resolutions on changes in the Company's Articles of Association. Proposed changes consist in giving a new wording to particular provisions of the Articles of Association:

a) § 7 sec. 5 of the Company's Articles of Association: "Shareholders shall have a pre-emptive right with respect to any further share issue in relation to the number of shares held. The General Meeting may deprive the shareholders of a pre-emptive right in whole or in part through appropriate resolution adopted in the interest of the Company, qualified by the majority of 85% votes cast." in the place of the current wording "Shareholders shall have a pre-emptive right with respect to any further share issue in relation to the number of shares held. The General Meeting may deprive the shareholders of a pre-emptive right in whole or in part through appropriate resolution adopted in the interest of the Company by the majority of 4/5 votes.

b) § 10 sec. 4 of the Company's Articles of Association: The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least fifteen percent of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least five percent of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the aforementioned request does not include the justification, the Management Board shall ask the applicant for the justification of application." in the place of the current wording "The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one-twentieth of the part of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least one-twentieth of the part of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the request does not include the justification, the Management Board shall ask the applicant for the justification of application.";

c) § 10 sec. 7 of the Company's Articles of Association: "Resolutions of the General Meeting referred to the sec. 1 let. a, c, d, f, g, h, i, j, k and l shall be adopted on the basis of qualified majority of 85% votes cast." in the place of the current wording "Resolutions of the General Meeting referred to the sec. 1 let. a, c, d, f, g, h, i, j, k and l shall be adopted on the basis of qualified majority of 80% votes cast.";

d) § 10 sec. 8 of the Company's Articles of Association: "The matter included in the agenda of General Meeting by the authorised shareholder or shareholders who submit such request, pursuant to the sec. 4 above, may be - upon reasoned request, when important reasons support that - removed from the agenda through the resolution adopted by the majority of 85% votes cast and with the consent of all present shareholders, who submitted the above-mentioned request. In the event the Management Board, in the reasoned manner, proposes to remove the matter from the agenda on the Management Board's own initiative, the resolution shall require an absolute majority of votes cast." in the place of current wording "The matter included in the agenda of General Meeting by the authorised shareholder or shareholders who submit such request, pursuant to the sec. 4 above, may be - upon reasoned request, when important reasons support that - removed from the agenda through the resolution adopted by the majority of 80% votes cast and with the consent of all present shareholders, who submitted the above-mentioned request. In the event the Management Board, in the reasoned manner, proposes to remove the matter from the agenda on the Management Board's own initiative, the resolution shall require an absolute majority of votes cast."

6. Adoption of resolution on charging the Company with costs of convocation and holding of the Extraordinary General Meeting.

7. Any Other Business

8. Closing of the General Meeting.

All information concerning the general meeting shall be made available on the following website: www.workservice.pl, in the “Investor Relations” Section under the General Meeting tab.

Attachments

1. the full content of the announcement about the EGM

2. the content of the draft resolutions to be discussed at the EGM

Legal basis:

§ 38 section 1 point 1), 2) and 3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent, and Article 4021 and 4022 of the Commercial Companies Code.

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