GIGROUP (GIG): Registration of the changes in Articles of Association of the Company. - raport 4

Raport bieżący nr 4/2019

Podstawa Prawna: Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
The Management Board of Work Service S.A. (hereinafter: "Company"), hereby informs that it has received information on completion, on January 15, 2019, by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register ("NCR"), entry in the Register of Entrepreneurs of the National Court Register changes in the Company's Articles of Association ("the Articles of Association").

The above amendment to the Articles of Association consists in:

• adding, on the basis of resolution no 3/2018 of the Extraordinary General Meeting of the Company dated December 14, 2018, a § 6e of the Articles of Association in the following wording:

"§ 6 e

In connection with the indicated in:

1) § 6 a above - a conditional increase in the share capital by an amount not exceeding PLN 21,900 (twenty one thousand nine hundred zlotys) by issuing no more than 219,000 (two hundred and nineteen thousand) ordinary bearer series R shares, for which issue ( within the meaning of Article 451 § 2 second sentence of the Code of Commercial Companies) of these shares to persons entitled to Series C Subscription Warrants will take place along with their dematerialization in the securities depository kept by Krajowy Depozyt Papierów Wartościowych SA ( "Dematerialization");

2) § 6b above - conditional increase of the share capital by an amount not greater than PLN 27,300 (twenty seven thousand three hundred zlotys) by issuing no more than 273,000 (two hundred seventy three thousand) ordinary bearer U series bearer shares, in the case of which (within the meaning of Article 451 § 2 second sentence of the Code of Commercial Companies) those shares to persons entitled to Series D Subscription Warrants, will take place along with their Dematerialization;

3) § 6 c above - conditional increase of the share capital by an amount not exceeding PLN 12 304,20 (twelve thousand three hundred four zlotys 20/100) by issuing no more than 124,042 (in words: one hundred twenty three thousand and forty two) ordinary shares W series bearer, for which the issuance (within the meaning of Article 451 § 2 second sentence of the Code of Commercial Companies) of these shares to persons entitled to Series E Subscription Warrants will take place along with their Dematerialization;

4) § 6 d above - conditional increase of the share capital by the amount not exceeding PLN 29,101 (twenty nine thousand one hundred zlotys) by issuing no more than 291,000 (in words: two hundred and ninety one thousand) ordinary bearer shares of the Y series, in the case of which (within the meaning of Article 451 § 2 second sentence of the Code of Commercial Companies) these shares to persons entitled from the F-series Subscription Warrants will take place along with their Dematerialization

- the nominal value of the conditional increase in the share capital of the Company amounts to PLN 90,604.20 (in words: ninety thousand six hundred four zlotys 20/100).”

• deleting in full § 6b of the Articles of Association and changing the numbering of § 6c - § 6e of the Articles of Association, on the basis of resolution no 4/2018 of the Extraordinary General Meeting of the Company dated December 14, 2018, in the following way:

- the existing wording of § 6c will constitute § 6b;

- the current wording of § 6d will be § 6c;

- the existing wording of § 6e will be § 6d.

• changing, on the basis of resolution no 5/2018 of the Extraordinary General Meeting of the Company dated December 14, 2018, of § 7 para. 5 of the Articles of Association by giving it a new, following wording:

"5. Shareholders have the right to collect shares of each new issue in relation to the number of shares held to date. The General Meeting may deprive shareholders of the pre-emptive rights in whole or in part by way of an appropriate resolution adopted in the interest of the Company by a qualified majority of 80% of votes cast. "

• deleting of § 10 para. 7 and 7a of the Articles of Association and the change of numbering §10 para. 8 - 12 of the Articles of Association, on the basis of resolution no 5/2018 of the Extraordinary General Meeting of the Company dated December 14, 2018, in such a way that:

- current content of §10 para. 8 will constitute §10 par. 7;

- current content of §10 para. 9 will constitute §10 par. 8;

- current content of §10 para. 10 will constitute §10 par. 9;

- current content of §10 para. 11 will constitute §10 par. 10;

- current content of §10 para. 12 will be §10 par. 11.

• changing, on the basis of resolution no 5/2018 of the Extraordinary General Meeting of the Company dated December 14, 2018, of § 10 para. 7 of the Articles of Association (numbering according to the point above), by giving it a new, following wording:

"7. A matter placed on the agenda of the General Meeting on the initiative of the authorized entity in accordance with para. 4 above, the shareholder or shareholders who have requested such a request may be motivated, if there are compelling reasons to do so - removed from the agenda by a resolution adopted by an absolute majority of votes cast and with the consent of all shareholders who submitted the above-mentioned request. In the event that the Management Board asks in a motivated way to remove from the agenda the matter introduced to the agenda on the own initiative of the Management Board, the resolution requires an absolute majority of votes cast. "

• adoption of the consolidated text of the Articles of Association, on the basis of Resolution No. 6/2018 of the Extraordinary General Meeting of the Company of December 14, 2018, as set out in Appendix No. 1 to this current report.

Appendix No. 1 - consolidated text of the Articles of Association of the Company adopted on the basis of the resolution No. 6/2018 of the EGM of the Company dated December 14, 2018.

Legal basis:

§5 point 1) in connection with §6 of the Regulation of the Minister of Finance of March 29, 2018 regarding current and periodic information published by issuers of securities and conditions for recognizing information required by law of a non-member country as equivalent (Dz.U.2018.757 from 2018.04.20).

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