GIGROUP (GIG): Notification of draft resolutions concerning the issues entered into the agenda of the ordinary meeting of Work Service S.A. with its registered seat in Wrocław (“Company”) - raport 30

Raport bieżący nr 30/2018

Podstawa Prawna: Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
The Management Board of Work Service S.A. (hereinafter referred to as: Issuer or Company) hereby informs that today it received from the shareholder – Tomasz Misiak notification of draft resolutions concerning the issues entered into the agenda of the Ordinary General Meeting of the Shareholders of Work Service S.A. with the following content:

in the event the Ordinary Meeting of Shareholders of Work Service S.A. fails to adopt a resolution specified in point 17 of the agenda “concerning an issue of 291 000 registered Series F Subscription warrants by way of a private subscription, conditional on an increase of the share capital of Work Service S.A. by a maximum amount of PLN 29 100 by an issue, by way of a private subscription, of 291 000 new ordinary series Y bearer’s shares with complete exclusion of the pre-emptive right of the current shareholders in order to grant the right to take up shares to the holders of the Series F Subscription Warrants and making relative amendments in the Memorandum of Association of the Company resulting from such increase, dematerialization of the series Y shares of the Company and application for admitting the series Y shares of the Company to be traded on the regulated market of Giełda Papierów Wartościowych S.A. in Warsaw”, covered by my motion dated 8 June 2018, I hereby propose to include the two drafts of the following motions concerning matters in the agenda of the Ordinary Meeting of Shareholders of Work Service S.A. with its seat in Wrocław which is convened to be held on 29 June 2018:

Resolution no …/2018

of the Ordinary Meeting of

“Work Service” Spółka akcyjna

of 29 June 2018

on amending §1 point III section 2 and point V section 3 and 5 of Resolution no. 24/2013 of the Ordinary Meeting of “WORK SERVICE” S.A. of 27 June 2013 on adoption and establishment of the rules governing the Managerial Share Options Program in "WORK SERVICE” S.A. and on authorization of the Supervisory Board to carry out specific activities specified in the Managerial Share Options Program by adopting a new wording of the rules.

§ 1.

The Ordinary Meeting repeals the current wording of §1 point III section 2 of Resolution no. 24/2013 of the Ordinary Meeting of “WORK SERVICE” S.A. of 27 June 2013 on adoption and establishment of the rules governing the Managerial Share Options Program in “WORK SERVICE” S.A. and on authorization of the Supervisory Board to carry out specific activities specified in the Managerial Share Options Program in the wording adopted by resolution no... of the Ordinary Meeting of Shareholder of 29 June 2018 and the new wording shall be as follows:

“2. Warrants which were issued in the years 2014 - 2017 shall be replaced with shares on 30 June 2018; warrants which were issued in 2018 shall be replaced with shares in the period from 1 December 2018 to 15 December 2018 and warrants which will be issued in the years 2019 – 2021 shall be replaced with shares on 30 June 2021, except for the warrants issued to Eligible Key Managers who were employed with the Company for a period shorter than 18 months during the period of the Program in accordance with point I section 1 of the Program. These warrants shall be transferred to the Reserve to be used at the discretion of the Supervisory Board."

§ 2.

The Ordinary Meeting repeals the current wording of §1 point V section 3 and 5 of Resolution no. 24/2013 of the Ordinary Meeting of “WORK SERVICE” S.A. of 27 June 2013 on adoption and establishment of the rules governing the Managerial Share Options Program in “WORK SERVICE” S.A. and on authorization of the Supervisory Board to carry out specific activities specified in the Managerial Share Options Program in the wording adopted by resolution no... of the Ordinary Meeting of Shareholder of 29 June 2018 and the new wording shall be as follows:

“3. Shares shall be issued at the price of PLN 1.50 (say: one Polish zloty and fifty groszy) per one share.”

“5. Eligible Key Managers shall pay the price for taken up shares within three business days of the date of conclusion of the Company shares subscription agreement.”

§ 3.

The resolution comes into force upon adoption.

Resolution no …/2018

of the Ordinary Meeting of

“Work Service” Spółka akcyjna

of 29 June 2018

on issue, by way of a private subscription, of 291 000 registered Series F Subscription warrants, conditional increase of the share capital of Work Service S.A. by a maximum amount of PLN 436 500 (say: four hundred thirty six thousand five hundred) by issue, by way of a private subscription, of 291 000 new series Y ordinary bearer's shares, with absolute exclusion of the pre-emptive right of the current shareholders in order to grant the right to take up shares to the holders of the Series F Subscription Warrants and making relative amendments in the Memorandum of Association of the Company resulting from such increase, dematerialization of the series Y shares of the Company and application for admitting series Y shares of the Company to trading on the regulated market of Giełda Papierów Wartościowych S.A. in Warsaw”.

The Ordinary Meeting of “Work Service” Spółka Akcyjna with its registered seat in Wrocław (“Company”) resolved as follows:

§ 1.

1. Pursuant to Art. 453 § 2 and 3 of the Code of Commercial Companies and Partnerships [CCC&P] resolves to issue up to 291 000 series F registered subscription warrants (“F Subscription Warrants”).

2. The F Subscription Warrants shall be issued in a form of a document and may be issued in a form of multiple-share certificates.

3. The F Subscription Warrants shall be issued free of charge.

4. One F Subscription Warrant shall entitle to 1 (one) Series Y Share (in line with the definition provided below).

5. The entitlement to take up the Series Y Shares under the F Subscription Warrants may be exercised not earlier than on 1 December 2018 and not later than on 15 December 2018.

6. The Management Board of the Company shall be authorized to issue the Series F Subscription Warrants entitling to take up the Series Y Shares in the period from 30 June 2018 to 15 July 2018.

7. Failing to exercise the right arising from the series F Subscription Warrants to take up the series Y Shares within the time limit specified in § 1 section 5, result in expiry of the right.

8. The series F Subscription Warrants shall be offered for subscription by way of a private subscription to the following Eligible Key Managers of the Company:

1) Maciej Witucki - 23 250 Series F Subscription Warrants,

2) Iwona Szmitowska – 23 250 Series F Subscription Warrants,

3) Tomasz Ślęzak - 23 250 Series F Subscription Warrants,

4) Krzysztof Rewers - 23 250 Series F Subscription Warrants,

5) Ewa Klimczuk - 11 000 Series F Subscription Warrants,

6) Artur Rogowski - 11 000 Series F Subscription Warrants,

7) Nikodem Żmijewski - 11 000 Series F Subscription Warrants,

8) Marcin Kapusta - 11 000 Series F Subscription Warrants,

9) Agata Moroz - 11 000 Series F Subscription Warrants,

10) Piotr Adamczyk - 11 000 Series F Subscription Warrants,

11) Maria Pertek - 11 000 Series F Subscription Warrants,

12) Agata Zdybicka - 11 000 Warrantów Subskrypcyjnych serii F,

13) Karina Tokarska - 11 000 Series F Subscription Warrants,

14) Ziemowit Tokarski - 11 000 Series F Subscription Warrants,

15) Jarosław Dymitruk - 11 000 Series F Subscription Warrants,

16) Marzena Bujanowska-Orawczak - 7 000 Series F Subscription Warrants,

17) Jolanta Kosior – 7 000 Series F Subscription Warrants,

18) Agnieszka Zadrożna – 7 000 Series F Subscription Warrants,

19) Joanna Holweger - 7 000 Series F Subscription Warrants,

20) Agnieszka Żak - 7 000 Series F Subscription Warrants,

21) Agnieszka Sidor - 7 000 Series F Subscription Warrants,

22) Magdalena Piękoś - 7 000 Series F Subscription Warrants,

23) Marzena Wejnert - 7 000 Series F Subscription Warrants,

24) Elżbieta Szpytko - 7 000 Series F Subscription Warrants,

25) Paweł Wielgus - 7 000 Series F Subscription Warrants,

26) Anna Ligięza - 7 000 Series F Subscription Warrants.

9. The series F Subscription Warrants are intransferable.

§ 2

1. Pursuant to Art. 432, 433 § 2, 448 § 1 and 2 point 3 and Art. 449 of the CCC&P, the General Meeting hereby resolves to conditionally increase the share capital of Work Service by the maximum amount of PLN 436 500 (four hundred thirty six thousand five hundred Polish zloty) by an issue of maximum 291 000 (say: two hundred ninety one thousand) series Y ordinary bearer’s shares of the nominal value PLN 1.50 (one zloty and fifty groszy) each (“Y Series Shares”).

2. The purpose of the conditional increase of the share capital is to grant the right to take up the Series Y Shares to holders of the series F Subscription Warrants which will be issued by Work Service under this Resolution. The Y Series Shares shall be taken up within the term specified in § 1 section 5 above.

3. The Y Series Shares shall be issued only for cash contributions to the holders of the Series F Subscription Warrants who submit a written declaration on taking up the Series Y Shares in accordance with Art. 451§ 1 of the CCC&P and pay and the issue price for the Y Series Shares.

4. The issue price of the Series Y Shares issued to a holder of the series F Subscription Warrants shall be PLN 1.50 (say: one zloty and 50 groszy) per one Y Series Share.

5. The Series Y Shares shall entitle to a dividend for the profit which will be allocated for distribution for the financial year 2018, ending on 31 December 2018.

6. The Series Y Shares shall be issued as uncertified securities and shall be subject to dematerialisation within the meaning of relevant provisions on financial instruments. To this end, the Management Board of the Company shall be authorized to conclude a relevant agreement with Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW") as regards registration (dematerialisation) of the Series Y Shares in the deposit of securities maintained by KDPW.

7. The Series Y Shares shall be subject to application and admission to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. (“GPW”) which in the first place should be the primary market if relevant provisions, criteria and conditions allowing for admission of the Company’s shares to trading on the primary market arising from legal regulations and internal regulations of GPW, are complied with.

8. The Management Board of the Company is hereby authorized and obliged to:

a) take all actions related to placing an offer for taking up the Series F Subscription Warrants, allocation of the Series Y Shares to eligible persons listed in §1 section 8 of this resolution.

b) take all actions aimed at admission of the Series Y Shares to trading on the market regulated by GPW, including to submit relevant applications and notifications with the Financial Supervision Commission, submit applications and conclude relevant agreements with Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW") and GPW;

c) take all necessary actions to dematerialise all Series Y Shares, including to conclude an agreement with KDPW concerning registration of the Series Y Shares in the securities deposit maintained by KDPW for the purpose of dematerialisation.

9. In the scope which is not governed by the Resolution, Resolution no. 24/2013 of the Ordinary Meeting of “WORK SERVICE” S.A. of 27 June 2013 on adoption and establishment of the rules governing the Managerial Share Options Program in “WORK SERVICE” S.A. and on authorization of the Supervisory Board to carry out specific activities specified in the Managerial Share Options Program shall apply the Series F Subscription Warrants.

10. Pursuant to Art. 379 § of the CCC&P, the Ordinary Meeting of the Company appoints Ms Maria Pertek to represent the Company in placing an offer for the Series F Subscription Warrants to the members of the Management Board of the Company, listed in § 1 section 8 point 1-3 of this resolution, to represent the Company in the Series Y Shares subscription agreements with members of the Management Board listed in § 1 section section 8 point 1-3 which prove necessary in order to implement this resolution.

§ 3

It is in the interest of Work Sevice to deprive the current shareholders of Work Service of the pre-emptive right to the Series F Subscription Warrants and Series Y Shares in full.

§ 4

In connection with the conditional increase of the share capital made under the Resolution, the Ordinary Meeting of Work Service resolved to add new § 6e in the Statutes of Works Service which shall read as follows:

"§ 6 e

1. The share capital of the Company shall be conditionally increased by a maximum amount of PLN 436 500 (four hundred thirty five thousand five hundred Polish zloty) by issue of maximum 291 000 (say: two hundred ninety one thousand) series Y ordinary bearer’s shares of the nominal value PLN 1.50 (one zloty and fifty groszy) each (“Y Series Shares”).

2. The purpose of the conditional increase of the share capital is to grant the right to take up the Series Y Shares to holders of the Series F Subscription Warrants issued under Resolution no. 29/2018 of the Ordinary Meeting of 29 June 2018.

3. The holders of the Series F Subscription Warrants mentioned in section 2 above, shall be eligible for subscription of the Series Y Shares with absolute exception of the pre-emptive right of the current shareholders.

4. The entitlement to take up the Series Y Shares under the F Subscription Warrants may be exercised not earlier than on 1 December 2018 and not later than on 15 December 2018.”

§ 5

The resolution comes into force upon adoption.

The abovementioned notification that constitute Appendix no 1 to this report.

Legal basis:

1. art. 56 sec. 1 point 2 Act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies

2. § 19 section 1 point 3) of the Regulation of the Minister of Finance of 29 March 2018 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.

Signatures:

Tomasz Ślęzak – Vicepresident of the Management Board

Iwona Szmitkowska – Vicepresident of the Management Board

Załączniki