| The Management Board of Work Service S.A. (hereinafter: the Issuer or the Company), pursuant to art. 401 §2 of the Commercial Companies Code, with reference to the current report no 73/2018 dated November 22, 2018, and current report no 74/2018 dated November 23, 2018, hereby informs that the current agenda of the Extraordinary General Meeting of the Company, designated for December 14, 2018, is as follows: 1. Opening of the Extraordinary General Meeting. 2. Election of the Chariman of the Extraordinary General Meeting. 3. Confirmation of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions. 4. Adoption of the agenda. 5. Adoption of a resolution regarding the change of the Company Articles of Association in the field of determining the total nominal value of the conditionally increased share capital of the Company. 6. Adoption of a resolution regarding the change of § 6b, §7 para. 5 and §10 of the Articles of Association of the Company. 7. Adoption of a resolution regarding the adoption of the consolidated text of the Articles of Association of the Company. 8. Adoption of a resolutions regarding changes in the composition of the Company’s Supervisory Board. 9. Any other business. 10. Closing of the General Meeting. Drafts of the resolutions constitute Appendix no 1 to this report. Explanation to point 5: The change consists in adding to the Statute § 6 e with the content as in the draft resolution constituting an attachment to this report. Explanation to point 6: The point has been added in the wording sent by the shareholder. The proposed change consists of: - crossing out in full § 6b in following wording: “1. The share capital of the Company is conditionally increased by no more than PLN 1 820 66.90 (say: one million eight hundred twenty thousand four hundred sixty six, ninety groszy) by the issue of no more than 12 000 000 (say: twelve million) ordinary bearer’s N series shares of the nominal value PLN 0.10 (ten groszy) each and no more than 6 204 669 (say: six million two hundred four six hundred sixty nine) ordinary series O bearer’s shares of the nominal value PLN 0.10 (ten groszy each). 2. The purpose of the conditional increase of the share capital is to award the right to cover series N shares, to holders of series A Subscription Warrants issued on the basis of Resolution no. 3/2013 and to award the right to cover series O shares to holders of series B Subscription Warrants issued on the basis of Resolution no. 3/2013 of the Extraordinary General Meeting of 11 March 2013. 3. Holders of Subscription Warrants series A, mentioned in point 2 above, shall be eligible to cover the series N shares, excluding the subscription right of the existing shareholders. 4. Holders of Subscription Warrants series B, mentioned in point 2 above, shall be eligible to cover the series O shares, excluding the subscription right of the existing shareholders. 5. The right to cover the Series N and O Shares may be exercised no earlier than on the day stipulated in Resolution no. 3/2013 the Extraordinary General Meeting of 11 March 2013”. and changing the numbering of §6 c - §6 e in such a way that the existing content of § 6c will constitute § 6b; the existing wording of § 6d will be § 6c; the existing wording of § 6e will be § 6d, - giving new wording to § 7 para. 5: “5. Shareholders have the right to acquire shares of each new issue in relation to the number of shares previously held. The General Meeting may deprive the shareholders of pre-emptive rights in whole or in part by a relevant resolution adopted in the interest of the Company by a qualified majority of 80% of the votes cast.” in place of current wording: “5. Shareholders have the right to acquire shares of each new issue in relation to the number of shares previously held. The General Meeting may deprive the shareholders of pre-emptive rights in whole or in part by a relevant resolution adopted in the interest of the Company by a qualified majority of 85% of the votes cast.” - crossing out § 10 para. 7 and 7a in following wording: “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. 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.” and changing the numbering of §10 para. 8 - 12 in such a way that: current content of §10 para. 8 will constitute §10 par. 7; the current content of §10 para. 9 will constitute §10 par. 8; the current content of §10 para. 10 will constitute §10 par. 9; the current content of §10 para. 11 will constitute §10 par. 10; the current content of §10 para. 12 will be §10 par. 11, - giving a new wording to § 10 para. 7: “The issue placed on the agenda of the General Meeting by the initiative of the entitled, in accordance with sec. 4 above, shareholder or shareholders who submitted such a request may be – upon a reasoned request, when there are compelling reasons – removed from the agenda the by the resolution voted with absolute majority of votes cast and with the consent of all present shareholders who submitted such a request. In case when the Management Board, in a motivated manner, requests the removal from the agenda of the matters introduced to the agenda by the initiative of the Management Board itself, the resolution requires an absolute majority of votes cast.” in place of current wording: “The issue placed on the agenda of the General Meeting by the initiative of the entitled, in accordance with sec. 4 above, shareholder or shareholders who submitted such a request may be – upon a reasoned request, when there are compelling reasons – removed from the agenda the by the resolution voted with majority of 85% of the votes cast and with the consent of all present shareholders who submitted such a request. In case when the Management Board, in a motivated manner, requests the removal from the agenda of the matters introduced to the agenda by the initiative of the Management Board itself, the resolution requires an absolute majority of votes cast.” Appendix no 1 – Drafts of the resolutions of Extraordinary General Meeting dated 14/12/2018 | |
