GIGROUP (GIG): submission of a request of a Company’s shareholder for the convention of an Extraordinary General Meeting - raport 59

Raport bieżący nr 59/2016

Podstawa Prawna:
Art. 17 ust. 1 MAR - informacje poufne.

The Management Board of Work Service S.A. (hereinafter: Issuer or Company) hereby informs about the reception of a request for the convention of the Extraordinary General Meeting from a shareholder of WorkSource Investments S.à r.l., owning 21.09 % of shares of the Company, submitted pursuant to Art. 400 § 1 of the Commercial Companies Code.

In connection with the above request, the shareholder proposed to include in the agenda of the Extraordinary General Meeting the following issues:

1. Adopting a resolution on changes in the Company’s Articles of Association by giving the following wording to individual provisions of the Articles of Association:

a) § 7 sec. 5 of the Company’s Articles of Association:

"The shareholders have the pre-emptive right to acquire shares from any new issue in proportion to the quantity of shares previously held. The General Meeting may deprive shareholders of their pre-emptive right in whole or in part, by way of relevant resolution adopted in the Company’s interest by a qualified majority of 85 % of the votes cast.”;

b) § 10 sec. 4 of the Company’s Articles of Association:

"The General Meeting is convened by the Management Board. The Supervisory Board has the right to convene an ordinary General Meeting if the Management Board does not convene a General Meeting in the prescribed time limit. The Supervisory Board and the shareholders or a shareholder representing at least fifteen percent of the share capital may request the convention of an Extraordinary General Meeting. The shareholders or a shareholder representing at least five percent of the share capital may also request to include particular issues in the agenda of the next General Meeting. Requests described above along with the justification enabling adoption of a resolution with due understanding, are submitted by authorized shareholders in written or electronical form to the Management Board. If the above request does not include the justification, the Management Board shall ask the applicant for the justification of the motion.”

c) § 10 sec. 7 of the Company’s Articles of Association:

"The resolutions of the General Meeting mentioned in the sec. 1(a)(c)(d)(f)(g)(h)(i)(j)(k) and (l) are adopted by a qualified majority of 85 % of the votes cast.”;

d) § 10 sec. 8 of the Company’s Articles of Association:

"An issue included in the agenda of a General Meeting by request of an authorized person, according to sec. 4 above, of a shareholder or shareholders, who submitted such request, may be – upon a motivated motion, if there are compelling reasons – deleted from the meeting’s agenda by a resolution adopted by a majority of 85 % votes cast and with consent of all present shareholders who submitted the request. In case the Management Board requests in a justified manner the removal from the meeting’s agenda of the issue included in the meeting’s agenda by request of the Management Board, the resolution requires an absolute majority of the votes cast.”

2.The adoption of the resolution on charging the Company with the costs of convening and holding the General Meeting.

The shareholder has not enclosed justification for the request.

The Management Board informs that it will immediately take actions to convene an Extraordinary General Meeting as requested by the shareholder.

Legal basis:

1. Article no 17, Section 1 MAR (of Regulation (EU) no 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (...)