GIGROUP (GIG): Registration of amendments to the Articles of Association - raport 8

Raport bieżący nr 8/2017

Podstawa Prawna:
Inne uregulowania

The Board of WORK SERVICE S.A. (“The Issuer”, “the Company”) hereby informs that on this day hereof 13 January 2017 it received the decision of the District Court for Wrocław-Fabryczna in Wrocław - VI Commercial Division of the National Court Register dated 13 January 2017 (the “Decision”) concerning registration of amendments to the Issuer’s Articles of Association in the register of entrepreneurs of the National Court Register; the amendments were introduced based on the resolutions no. 3/2016, 4/2016, 5/2016 and 6/2016 of the Extraordinary General Meeting of the Issuer dated 21 December 2016 (the Issuer informed of the content of these resolutions in the current report no. 72/2016).

Pursuant to the Decision, as a result of registration the Art. 7 (5), Art. 10 (4), Art. 10(7), and Art. 10 (8) of the Issuer’s Articles of Association have been amended so that:

1) the wording of Art. 7 (5) of the Company’s Articles of Association:

“Shareholders have a pre-emptive right to subscribe for newly issued shares in proportion to previously held shares. General Meeting may, in the interest of the Company, divest the shareholders of the pre-emptive right, in part or in whole, by a respective resolution passed by a qualified majority of four-fifths of votes.”

- has been given the following wording:

“Shareholders have a pre-emptive right to subscribe for newly issued shares in proportion to previously held shares. A General Meeting may, in the interest of the company, divest the shareholders of the pre-emptive right, in part or in whole, by a respective resolution passed by a qualified majority of 85% of votes.”;

2) the wording of Art. 10 (4) of the Company’s Articles of Association:

“The Management Board shall convene a General Meeting. The Supervisory Board may convene an Ordinary General Meeting if the Management Board fails to summon the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or a shareholder who hold at least one twentieth of the share capital may require to convene an Extraordinary General Meeting. A shareholder or shareholders who hold at least one twentieth of the share capital may also request for including certain items to the agenda of the nearest General Meeting. The above-mentioned requests supported by reasons to adopt a resolution after due consideration may be submitted by authorised shareholders in writing or by means of electronic communication. If a request is not justified, the Management Board shall ask the applicant to clarify the application.” ;

- has been given the following wording:

“The Management Board shall convene a General Meeting. The Supervisory Board may convene an Ordinary General Meeting if the Management Board fails to summon the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or a shareholder who hold at least one twentieth (1/20) of the share capital may require to convene an Extraordinary General Meeting. A shareholder or shareholders who hold at least 5% of the share capital may also request for including certain items to the agenda of the nearest General Meeting. The above-mentioned requests supported by reasons to adopt a resolution after due consideration may be submitted by authorised shareholders in writing or by means of electronic communication. If said request is not justified, the Management Board shall ask the applicant to clarify the application.”

3) the wording of Art. 10 (7) of the Company’s Articles of Association:

“The resolutions of the General Meeting, referred to in paragraph 1 (a), (c), (d), (f), (g), (h), (i), (j), (k) and (l) shall be adopted on the basis of a qualified majority of 80% of votes passed.”

- has been given the following wording:

“The resolutions of the General Meeting, referred to in paragraph 1 (a), (c), (d), (f), (g), (h), (i), (j), (k) and (l) shall be adopted on the basis of a qualified majority of 85% of votes passed.”

4) the wording of Art. 10 (8) of the Company’s Articles of Association:

“The item, placed on the agenda of the General Meeting by an authorised shareholder or shareholders who filed a request in compliance with par. 4 above, may be removed from the agenda upon reasoned request, when important reasons support that, pursuant to a resolution adopted by 80% of passed votes and upon the consent of all present shareholders, who submitted such request. In the event that the Management Board which in a justified manner calls for removal of the item placed on the agenda on its own initiative, a resolution shall require an absolute majority of passed votes.”

- has been given the following wording:

“The item, placed on the agenda of the General Meeting by an authorised shareholder or shareholders who filed a request in compliance with par. 4 above, may be removed from the agenda upon reasoned request, when important reasons support that, pursuant to a resolution adopted by 85% of passed votes and upon the consent of all present shareholders, who submitted such request. In the event that the Management Board which in a justified manner calls for removal of the item placed on the agenda on its own initiative, a resolution shall require an absolute majority of passed votes.”

The uniform text of the Company’ Articles of association taking account of the above amendments registered by the Court is attached as an appendix to this current report.

Legal basis:

Art. 38, section 1, item 2) the Ordinance 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.