GIGROUP (GIG): Submission of a request of a Company’s shareholder for the convention of an Extraordinary General Meeting - raport 14

Raport bieżący nr 14/2017

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 Tomasz Hanczarek owning 5 % 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.Adoption of resolution on giving a consent to concluding by the Company as the Pledger of Annex to the registered pledge agreement on enterprise from 18 November 2015.

2.Adoption of resolution on changes in the Company's Articles of Association. Proposed changes consist in:

a.giving a new wording to provision § 10 sec. 7 of the Company's Articles of Association:

"7. Subject to provision sec. 7a, resolutions of the General Meeting referred to the sec. 1 let. a, c, d, f, g, h, i, j, k and l shall be adopted on the basis of qualified majority of 85% votes cast."

in the place of current wording:

"7. Resolutions of the General Meeting referred to the sec. 1 let. a, c, d, f, g, h, i, j, k and l shall be adopted on the basis of qualified majority of 85% votes cast."

b.adding sec. 7a in § 10 of the Company's Articles of Association:

“7a. Qualified majority referred in sec. 7 is not required to a) with respect to sec. 1 let. h – adopting a resolution regarding establishing pledge upon the enterprise of the Company and its organised part; b) with respect to sec. 1 let. k) – issuing ordinary bonds.”

c.giving a new wording to provision § 13 sec. 10 of the Company's Articles of Association:

“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.”

in the place of current wording:

“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), 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.”

3. Adoption of resolution on changing § 11 sec. 6 of the Regulations of the Supervisory Board of the Company by giving in a new wording:

“6. As long as the Investor is the Company’s shareholder, resolutions of the Supervisory Board referred to in § 14 par. 2 sections 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) shall be adopted with a qualified majority of 8/9 of votes cast, and other resolutions are passed with the ordinary majority of votes cast.”

in the place of current wording:

“6. As long as the Investor is the Company’s shareholder, resolutions of the Supervisory Board referred to in § 14 par. 2 sections a), e), f), h), i), j), k), o), p), q), r), s), t), v), w), x), y), z), aa), bb), cc), dd) and ee) shall be adopted with a qualified majority of 8/9 of votes cast, and other resolutions are passed with the ordinary majority of votes cast.”

The shareholder has enclosed draft of resolutions regarding issues mentioned above, which is the appendix no 1 to this report.

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 (...)

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