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 32

Raport bieżący nr 32/2019

Podstawa Prawna: Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
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 398, 399 § 1 and Article 4021 § 1 and 2 of the act of 15 September 2000 The Commercial Companies Code (consolidated text: Journal of Laws of 2017, item 1577, as amended, hereinafter referred to as the “Commercial Companies Code”) and § 10 section 3 and 4 of the Articles of Association, hereby convenes the Extraordinary General Meeting, which shall be held on 7th May 2019, at 12:00 hours midday, at the company’s seat in Wrocław at ul. Gwiaździsta 66.

I. Agenda of the meeting.

1. The opening of the Extraordinary General Meeting.

2. Appointment of the Chairman.

3. Preparation, signing and presentation of the attendance list.

4. Confirmation of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions.

5. Adoption of the agenda.

6. Adoption of a resolution on amendment of § 12 item 1 of the Articles of Association of the Company.

Proposed wording: “1. As long as the Investor is the shareholder of the Company, the Supervisory Board shall be composed of 10 members, including the Chairperson and Deputy Chairperson. As long as the shares of the Company are traded in the regulated market in the Republic of Poland, at least two members of the Supervisory Board should meet the criterion of independence from the Company and entities which are in significant relation with the Company, due to the corporate governance rules applicable in the regulated market in the Republic of Poland which the Company’s shares are listed in (“Independent Member of the Supervisory Board”).

Current wording: “ 1. As long as the Investor is the shareholder of the Company, the Supervisory Board shall be composed of 9 members, including the Chairperson and Deputy Chairperson. As long as the shares of the Company are traded in the regulated market in the Republic of Poland, at least two members of the Supervisory Board should meet the criterion of independence from the Company and entities which are in significant relation with the Company, due to the corporate governance rules applicable in the regulated market in the Republic of Poland which the Company’s shares are listed in (“Independent Member of the Supervisory Board”).

7. Adoption of resolutions regarding changes in the supervisory board of the Company.

8. Adoption of a resolution on amendment of § 13 item 10 and § 13 item 13 of the Articles of Association of the Company.

Proposed wording of § 13 item. 10 : "As long as the Investor is a shareholder of the Company, resolutions of the Supervisory Board adopted in § 16 section 2 point a), e), f), h), i), j), k), l), o), p), q), r) s), t), v), w), x), y), z), aa), bb), cc), dd) and ee) are adopted by a qualified majority of 9/10 of cast votes and the remaining resolutions are adopted by the ordinary majority of cast votes.”

Current wording § 13 item 10 "10. As long as the Investor is a shareholder of the Company, resolutions of the Supervisory Board adopted in § 16 section 2 point a), e), f), h), i), j), k), l), o), p), q), r) s), t), v), w), x), y), z), aa), bb), cc), dd) and ee) are adopted by a qualified majority of 8/9 of cast votes and the remaining resolutions are adopted by the ordinary majority of cast votes

Proposed wording § 13 item 13 : "13. In the case a specific resolution in a form and content which was provided in the invitation to the meeting of the Supervisory Board is not adopted, then such resolution may be voted on again at the nearest meeting of the Supervisory Board which should be held no earlier than after forty two (42) and no later than after forty five (45) days of the meeting of Supervisory Board which did not adopt a given resolution. Such meeting is entitled to adopt such a resolution by an ordinary majority of votes, provided at least two, additional meetings of the Supervisory Board are held by the time and provided that such resolution requiring the majority of 9/10 votes to be adopted is not adopted. Provisions of § 13 section 7 shall apply accordingly’

Current wording § 13 item 13: "13. In the case a specific resolution in a form and content which was provided in the invitation to the meeting of the Supervisory Board is not adopted, then such resolution may be voted on again at the nearest meeting of the Supervisory Board which should be held no earlier than after forty two (42) and no later than after forty five (45) days of the meeting of Supervisory Board which did not adopt a given resolution. Such meeting is entitled to adopt such a resolution by an ordinary majority of votes, provided at least two, additional meetings of the Supervisory Board are held by the time and provided that such resolution requiring the majority of 8/9 votes to be adopted is not adopted. Provisions of § 13 section 7 shall apply accordingly.

9. Adoption of a resolution regarding the costs of convening and holding the General Meeting.

10. Closing of the 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.

Załączniki