GIGROUP (GIG): The amendment of the agenda of Extraordinary General Meeting of the Issuer and the relevant draft of the resolution in the scope of rectification filed by the shareholder of the Issuer - raport 71

Raport bieżący nr 71/2016

Podstawa Prawna:
Inne uregulowania

The Management Board of Work Service S.A., hereby informs about the reception of a rectification the 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 (which is requesting the Issuer informed in the current report No. 59/2016 and 70/2016) the correction of the proposal to amend § 10 sec. 4 of the Company’s Articles of Association, has changed:

1. point 5 letter b of the the Agenda of the Extraordinary General Meeting of Shareholders of Work Service S.A. held on 21 December 2016

2. the draft resolution no…../2016 adopted by the Extraordinary General Meeting of Shareholders of Work Service S.A. amending § 10 (4) of the Company’s Articles of Association, text of which in the form of attachment was enclosed to the current report no 60/2016 among projects of resolutions for the nearest Extraordinary General Meeting of Shareholders of the Issuer, which is to be convened on 21 December 2016.

Previous text of point 5 letter b of Agenda of the meeting was as follows:

5. Adoption of resolutions on changes in the Company's Articles of Association. Proposed changes consist in giving a new wording to particular provisions of the Articles of Association:

b) § 10 sec. 4 of the Company's Articles of Association: The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least 15% of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least five percent of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the aforementioned request does not include the justification, the Management Board shall ask the applicant for the justification of application." in the place of the current wording "The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one-twentieth of the part of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least one-twentieth of the part of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the request does not include the justification, the Management Board shall ask the applicant for the justification of application.";

The revised text of point 5 letter b of Agenda of the meeting was as follows::

5. Adoption of resolutions on changes in the Company's Articles of Association. Proposed changes consist in giving a new wording to particular provisions of the Articles of Association:

b) § 10 sec. 4 of the Company's Articles of Association: The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one twentieth (1/20) of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least five percent of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the aforementioned request does not include the justification, the Management Board shall ask the applicant for the justification of application." in the place of the current wording "The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one-twentieth of the part of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least one-twentieth of the part of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the request does not include the justification, the Management Board shall ask the applicant for the justification of application."

The revised text of the Agenda of the meeting was as follows:

Agenda of the meeting.

1. The opening of the Extraordinary General Meeting.

2. Appointment of the Chairman of the Extraordinary General Meeting.

3. Statement of the validity of the convocation of the Extraordinary General Meeting and its ability to adopt resolutions.

4. Accepting the agenda of the meeting.

5. Adoption of resolutions on changes in the Company's Articles of Association. Proposed changes consist in giving a new wording to particular provisions of the Articles of Association:

a) § 7 sec. 5 of the Company's Articles of Association: "Shareholders shall have a pre-emptive right with respect to any further share issue in relation to the number of shares held. The General Meeting may deprive the shareholders of a pre-emptive right in whole or in part through appropriate resolution adopted in the interest of the Company, qualified by the majority of 85% votes cast." in the place of the current wording "Shareholders shall have a pre-emptive right with respect to any further share issue in relation to the number of shares held. The General Meeting may deprive the shareholders of a pre-emptive right in whole or in part through appropriate resolution adopted in the interest of the Company by the majority of 4/5 votes.

b) § 10 sec. 4 of the Company's Articles of Association: The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one twentieth (1/20) of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least five percent of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the aforementioned request does not include the justification, the Management Board shall ask the applicant for the justification of application." in the place of the current wording "The General Meeting convenes the Management Board. The Supervisory Board has the right to convene the Ordinary General Meeting if the Management Board shall not convene the General Meeting within the prescribed time limit. The Supervisory Board and shareholders or shareholder representing at least one-twentieth of the part of share capital may request convocation of the Extraordinary General Meeting. Shareholders or shareholder holding at least one-twentieth of the part of share capital may request introducing specific matters into the agenda of the next General Meeting as well. The aforementioned requests and justification enabling adoption of resolution with due diligence, authorised shareholders submit in writing or in electronic form to the Management Board. If the request does not include the justification, the Management Board shall ask the applicant for the justification of application.";

c) § 10 sec. 7 of the Company's Articles of Association: "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 the current wording "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 80% votes cast.";

d) § 10 sec. 8 of the Company's Articles of Association: "The matter included in the agenda of General Meeting by the authorised shareholder or shareholders who submit such request, pursuant to the sec. 4 above, may be - upon reasoned request, when important reasons support that - removed from the agenda through the resolution adopted by the majority of 85% votes cast and with the consent of all present shareholders, who submitted the above-mentioned request. In the event the Management Board, in the reasoned manner, proposes to remove the matter from the agenda on the Management Board's own initiative, the resolution shall require an absolute majority of votes cast." in the place of current wording "The matter included in the agenda of General Meeting by the authorised shareholder or shareholders who submit such request, pursuant to the sec. 4 above, may be - upon reasoned request, when important reasons support that - removed from the agenda through the resolution adopted by the majority of 80% votes cast and with the consent of all present shareholders, who submitted the above-mentioned request. In the event the Management Board, in the reasoned manner, proposes to remove the matter from the agenda on the Management Board's own initiative, the resolution shall require an absolute majority of votes cast."

6. Adoption of resolution on charging the Company with costs of convocation and holding of the Extraordinary General Meeting.

7. Any Other Business

8. Closing of the General Meeting.

The revised text of the draft resolution no…../2016 adopted by the Extraordinary General Meeting of Shareholders of Work Service S.A. amending § 10 (4) of the Company’s Articles of Association was as follows:

Resolution number ... /2016

of the Extraordinary General Meeting

of Work Service Spółka Akcyjna

of 21 December 2016

Amending § 10 (4) of the Company’s Articles of Association

§ 1

The Extraordinary General Meeting of "Work Service” Spółka Akcyjna with its registered seat in Wrocław (“the Company”) repeals the current wording of § 10 (4) of the Company’s Articles of Association and gives it 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 in 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 motion.”

Previous text of the draft resolution no…../2016 adopted by the Extraordinary General Meeting of Shareholders of Work Service S.A. amending § 10 (4) of the Company’s Articles of Association was as follows:

Resolution number ... /2016

of the Extraordinary General Meeting

of Work Service Spółka Akcyjna

of 21 December 2016

Amending § 10 (4) of the Company’s Articles of Association

§ 1

The Extraordinary General Meeting of "Work Service” Spółka Akcyjna with its registered seat in Wrocław (“the Company”) repeals the current wording of § 10 (4) of the Company’s Articles of Association and gives it 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 15% 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 in 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 motion.”

Attachments

1. the full content of the announcement about the EGM

2. the content of the draft resolutions to be discussed at the EGM

Legal basis:

§ 38 section 1 point 1), 2) and 3) of the Regulation 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, and Article 4021 and 4022 of the Commercial Companies Code.

Signatures:

Maciej Witucki – President of the Management Board

Piotr Gajek – Vice-President of the Management Board