GIGROUP (GIG): Announcement about convening the Ordinary General Meeting of the Shareholders of Work Service S.A. along with the content of the draft resolutions - raport 33

Raport bieżący nr 33/2016

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 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 Ordinary General Meeting, which shall be held on 27 June 2016, at 12:00 hours, at the company’s seat in Wrocław at ul. Gwiaździsta 66.

I. Agenda of the meeting.

1. Opening the Ordinary Meeting of Shareholders.

2. Choosing the Chairman of the Meeting.

3. Statement that the Ordinary Meeting of Shareholders was convened correctly and is capable of adopting resolutions.

4. Accepting of the agenda of the meeting.

5. Consideration of the report of the Management Board on the activities of Work Service S.A. for 2015 and the adoption of the resolution on approval of the report of the Management Board on the activities of Work Service S.A. for the previous year, i.e. 2015.

6. Consideration of the financial statement of Work Service S.A. for 2015 and the adoption of the resolution on approval of the financial statement of Work Service S.A. for the previous year, i.e. 2015.

7. Adoption of the resolution on the division of the profits of Work Service S.A. for 2015.

8. Consideration of the report of the Management Board on the activities of the Work Service capital group for 2015 and the adoption of the resolution on approval of the report of the Management Board on the activities of the Work Service capital group for the previous year, i.e. 2015.

9. Consideration of the consolidated financial statement of the Work Service capital group for 2015 and the adoption of the resolution on approval of the consolidated financial statement of the Work Service capital group for the previous year, i.e. 2015.

10. Adoption of the resolutions on absolving the members of the governing bodies of Work Service S.A. of their duties for the financial year 2015.

11. Adoption of the resolution on approval of the report of the Supervisory Board for 2015.

12. Adoption of the resolution on the issuance in the private placement of 123 042 E series bearer subscription warrants, conditional increase of the share capital by no more than PLN 12 304,20 by issuing in public placement 123 042 new ordinary W series bearer shares, waiving entirely the pre-emptive rights of the current shareholders in order to grant the rights to take up shares for the holders of the E series subscription warrants including the connected with it amendment of the Articles of Association, dematerialization of the Company's W series shares and applying for admission of the Company shares to trading on a regulated market operated by the Warsaw Stock Exchange. Proposed amendment to the Articles of Association connected with the above consists of adding § 6d with the following content:

"§ 6 d

1. The share capital of the Company shall be conditionally increased by no more than PLN 12 304,20 (twelve thousand three hundred and four zlotys 20/100) by issuing no more than 123 042 (say: one hundred twenty three thousand and forty two) W series bearer shares in the nominal value of PLN 0.10 (ten grosz) each.

2. The purpose of the increase of the conditional share capital is to grant the right to take up W series shares to the holders of the E series Subscription Warrants issued pursuant to the Resolution no …/2016 of the Ordinary Meeting of Shareholders from 27 June 2016.

3. Holders of the E series Subscription Warrants shall be entitled to take up W series shares, who are mentioned in the par. 2 above, waiving entirely the pre-emptive rights of the current shareholders.

4. The right to take up W series Shares resulting from the E series Subscription Warrants may be realized no earlier than on 30 June 2018 and no later than 31 July 2018, excluding the E series Subscription Warrants, granted to the Entitled Key Managers who have been employed by the company no longer than 18 months during the Management Option Programme (i.e. within the period from 1 January 2013 to 31 December 2017). These Warrants shall be transferred to Reserve under the Management Option Programme, for use at the discretion of the Supervisory Board in accordance with § 1, clause III, subclause 2 of Resolution No. 24/2013 of Ordinary Meeting of Work Service S.A. held on 27 June 2013.”

13. Adoption of the resolution on amendment of § 12. 1 of the Articles of Association.

Current content of § 12. 1 of the Articles of Association:

“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”).

Shall be replaced by the following:

“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 two Deputy Chairpersons. 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”).

14. Adoption of a resolution on the appeal of Mr. Tomasz Hanczarek from his position as member of the Supervisory Board of Work Service S.A. and the appointment of Mr. Tomasz Hanczarek to act as Vice Chairman of the Supervisory Board of Work Service S.A.

15. A.O.B.

16. Closing the Ordinary Meeting of Shareholders

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 OGM

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

Legal basis:

1. Article 56 section 1 point 2 of the Act on public offering, conditions governing the introduction of financial instruments to organised trading and public companies (Journal of Laws No. 184, item 1539 of 2005, as amended)

2. § 38 section 1 point 1) 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.

Załączniki