GIGROUP (GIG): Provide information to the public. - raport 30

Raport bieżący nr 30/2019

Podstawa Prawna: Art. 17 ust. 1 MAR - informacje poufne.
The Management Board of Work Service S.A. (hereinafter: "Company"), informs that on 19.03.2019 it has read an e-mail dated on 19.03.2019 containing the attachment in the form of an application of a shareholder Tomasz Misiak, for convening the Extraordinary General Meeting of the Company with the following agenda:

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.

In the application referred to above, the shareholder also presented draft resolutions to the proposed agenda. The shareholder's request is attached as Appendix no 1 to this current report.

Appendix no 1 – Shareholder’s motion.

Legal basis:

Article 17 (1) MAR (Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC.

Signatures:

Iwona Szmitkowska – President of the Management Board

Jarosław Dymitruk – Vice-President of the Management Board

Załączniki