GIGROUP (GIG): Submission by a shareholder of the Company of a draft resolutions on the issues introduced to the agenda of the general meeting - raport 24

Raport bieżący nr 24/2019

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 received from a shareholder – Central Fund of Immovables Sp. z o.o. a proposal to submit for voting on the resolution concerning the matter which is the subject of the agenda of the Extraordinary General Meeting i.e. a resolution on the appointment of Mrs Monika Nowakowska as a member of the Supervisory Board of the Company, a resolution on the appointment of Mr. Jarosław Maczuga as a member of the Supervisory Board of the Company and a resolution on the appointment of Mr. Tomasz Bujak as a member of the Supervisory Board of the Company.

In fulfilment of the information obligations the Issuer announces the following:

1. Monika Nowakowska is a graduate of the Częstochowa University of Technology, Faculty of Management (specialization: Enterprise Management), in 2012 she was awarded with the Graduate of the Year title at the Częstochowa University of Technology. In 2011, she was ranked 3rd in the “100 Women of Business” organized by the daily newspaper Puls Biznesu. She specialises in restructuring the operational and financial areas of SMEs. Her first years of professional career were connected with FMCG distribution of cosmetics, household chemistry and hygienic and zoological articles (e.g. Natura, Miraculum, Zoo-Factory, Hoop, International Paper Keys). In 2010-2016 President of the Management Board of Grupa Kolastyna S.A. (currently Miraculum S.A.). In the years 2012-2014 she was involved in the development of the Polish capital group operating in the household appliances and interior furnishings sector. The companies of the group produced and distributed household appliances, furniture, decorative articles, sanitary articles and wood products (Duka, Ravanson, MilooHome, C4D, Liveno, DLH). Since December 2012 shareholder and President of the Management Board of RDM Partners Sp. z o.o. (activities: restructuring, optimisation, development, management) in 2012-2015. President of the Management Board of Zoo-Factory S.A. (start-up: production and distribution of zoological articles), in the years 2013-2015 President of the Management Board of Fire Protection Services S.A. (holding company - activity: majority shareholder of KZPM Ogniochron S.A.), from 2014 she is also the President of the Management Board of Mediqual Sp. z o.o. (start-up: distribution of orthopaedic and medical equipment used in long-term care).

Together with a team of advisors, RDM Partners Sp. z o.o. She successfully restructured Miraculum S.A. (formerly: "Grupa Kolastyna" S.A.) by way of an arrangement with creditors and she managed to achieve the execution of the arrangement and the full repayment of all creditors outside the arrangement. The management team, with whom she cooperates, also has extensive experience in refinancing liabilities of companies towards financial institutions (banks and investment funds), transaction advisory, transformations and optimization of logistic processes.

Mrs Monika Nowakowska declared that she does not know any circumstances that his appointment as a member of the Supervisory Board of Work Service S.A. would violate the law or the Company's Articles of Association. In particular, Mrs Monika Nowakowska:

1) has full legal capacity;

2) has not been penalized for the offences referred to in the provisions of Chapters XXXIII - XXXVII of the Penal Code and Articles 585, 587, 590, 591 of the Commercial Companies Code;

3) is not involved in activities competitive to the Company as well as she does not participate in a competing company as partner of a civil law partnership or a partnership or as a member of a competitive body of a capital company or member of the governing body of any competitive legal person;

4) is not entered in the Register of Insolvent Debtors maintained pursuant to the provisions of the Act of 20th August 1997 of the National Court Register (consolidated text: Dz.U. z 2017 r. poz. 700, as amended).

5) does not perform the function or hold the position as referred to in Article 1 and Article 2 of the Act of 21st August 1997 on the reduction of economic activity by the people who perform public functions;

6) has no associations with the company shareholders owning shares that represent not less than 5 % of votes at the general meeting of the Company.

2. Mr. Jarosław Maczuga is a graduate of the Economics Cybernetics and Computer Science at the University in Łódź.He has extensive and many years of experience in accounting and banking restructuring of companies. The professional experience of Mr. Jarosław Maczuga is as follows:

Bank Pekao SA

June 2000 Accounting Department; Chief Operating Officer

The Recovery Group(Boston)

1998 - 2000 Office in Warsaw temporary management of companies undergoing restructuring

RFI (Venture Capital Fund)

1997 - 1998 Portfolio Manager

KPMG

1995 - 1997 Audit of Banks; Manager

PBG Bank in Łódź

1992.-.1995 Difficult Loans Department; Expert

Mr. Jarosław Maczuga declared that he does not know any circumstances that his appointment as a member of the Supervisory Board of Work Service S.A. would violate the law or the Company's Articles of Association. In particular, Mr Jarosław Maczuga:

1) has full legal capacity;

2) has not been penalized for the offences referred to in the provisions of Chapters XXXIII - XXXVII of the Penal Code and Articles 585, 587, 590, 591 of the Commercial Companies Code;

3) is not involved in activities competitive to the Company as well as he does not participate in a competing company as partner of a civil law partnership or a partnership or as a member of a competitive body of a capital company or member of the governing body of any competitive legal person;

4) is not entered in the Register of Insolvent Debtors maintained pursuant to the provisions of the Act of 20th August 1997 of the National Court Register (consolidated text: Dz.U. z 2017 r. poz. 700 as amended).

5) does not perform the function or hold the position as referred to in Article 1 and Article 2 of the Act of 21st August 1997 on the reduction of economic activity by the people who perform public functions;

6) has no associations with the company shareholders owning shares that represent not less than 5 % of votes at the general meeting of the Company.

3. Mr. Tomasz Bujak is master of law, graduate of the Postgraduate Studies at the Jagiellonian University "Criminal Fiscal and Economic Law", he also completed International Relations (without defending the degree). Mr. Tomasz Bujak deals with legal and economic issues related to investment processes, capital markets law, commercial and economic markets law, as well as corporate governance, CSR and GRI reporting. He has participated many times in commercial negotiations, investment processes: due diligence and M & A, and gained his experience during his long stay in the USA and Canada, where he worked for companies from the American Fortune 500 list. Proxy of shareholders at over one hundred General Meetings, including companies from WIG 20, 40, 80. He also often conducts General Meetings of Shareholders. Participant of several dozen trainings, conferences and seminars on law, economics, capital market and business communication, many times as a panelist or speaker. Creator of cyclical conferences "CSR on the Warsaw Stock Exchange" and co-organizer of other cyclical conferences concerning law and capital market, investments and stock exchange analyses, as well as Corporate Governance regulations.

Chairman of the Supervisory Boards of Solar-Energy S.A., Investus Capital S.A., Krezus S.A., Member of the Supervisory Boards of Surtex sp. z o.o., Drewex S.A. Performs management functions, including those of capital companies listed on the Warsaw Stock Exchange: as Vice President of the Management Board of G-Energy S.A. and Member of the Management Board of Starhedge S.A. as well as in the Management Boards of Starhedge Capital Group companies. He frequently participated in the work of Sejm committees and subcommittees for energy, justice, "Przyjazne Państwo" (Friendly State) committees and Senate committees. In the past he was an expert in the Chancellery of the President of the Republic of Poland of the Working Group on amendments to the Law on Associations. Participant in the cycle of public consultations on the Act on Renewable Energy Sources (RES). Its pro-bono activity concerns support for the community in legal and administrative processes and building a legal culture in civil society. He is a social judge in the VI Department of Labour and Social Insurance of the District Court for Warsaw-Praga Południe. President of the Management Board of the Association of Socially Responsible Investors, Ordinary Member of the Polish Association of Listed Companies. In the years 2007-2011 (two terms of office) Chairman of the Mazovian Branch of the Association of Individual Investors. Since March 2011 President of the Association of Legal Advisers. In 2011-2012 academic lecturer - International Economic Relations.

Mr. Tomasz Bujak is fluent in English, has a communicative command of Russian language and speaks German.

Mr. Tomasz Bujak declared that he does not know any circumstances that his appointment as a member of the Supervisory Board of Work Service S.A. would violate the law or the Company's Articles of Association. In particular, Mr Tomasz Bujak:

1) has full legal capacity;

2) has not been penalized for the offences referred to in the provisions of Chapters XXXIII - XXXVII of the Penal Code and Articles 585, 587, 590, 591 of the Commercial Companies Code;

3) is not involved in activities competitive to the Company as well as he does not participate in a competing company as partner of a civil law partnership or a partnership or as a member of a competitive body of a capital company or member of the governing body of any competitive legal person;

4) is not entered in the Register of Insolvent Debtors maintained pursuant to the provisions of the Act of 20th August 1997 of the National Court Register (consolidated text: Dz.U. z 2017 r. poz. 700 as amended).

5) does not perform the function or hold the position as referred to in Article 1 and Article 2 of the Act of 21st August 1997 on the reduction of economic activity by the people who perform public functions;

6) has no associations with the company shareholders owning shares that represent not less than 5 % of votes at the general meeting of the Company.

Legal basis:

Article 56(1)(2) of the Act on public offering and conditions for introducing financial instruments into organized trading system and on public companies (Dz.U. z 2018 r. poz. 512, as amended)

Signatures:

Iwona Szmitkowska – President of the Management Board

Jaroslaw Dymitruk – Vice-President of the Management Board