Announcement on convening an Extraordinary General Meeting of Grupa Pracuj S.A. for November 30, 2022

2:10 pm

The Management Board of Grupa Pracuj Spółka Akcyjna with its registered office in Warsaw (the “Company”) announces that, pursuant to Article 399 § 1 in connection with Article 402¹, Article 402² and Article 406⁵ of the Commercial Companies Code, the Extraordinary General Meeting of the Company is hereby convened for November 30, 2022 at 10:30 a.m., at the Company's registered office in Warsaw (00-838), Prosta 68 Street, 8th floor (the “Extraordinary General Meeting”) with the agenda as presented below. 

At the same time, the Management Board of the Company informs that the Company's Supervisory Board, in accordance with § 20(3)(i) of the Company's Articles of Association and Rule 4.7 of the Code of Best Practice for WSE Listed Companies 2021, has given a positive opinion on the draft resolutions and the agenda of the Extraordinary General Meeting.

Agenda:

1. Opening of the Extraordinary General Meeting.

2. Election of the Chairperson of the Extraordinary General Meeting.

3. Preparing and checking the attendance list.

4. The ascertainment of the correctness of convening the Extraordinary General Meeting and its capability of adopting binding resolutions.

5. Adoption of the agenda of the Extraordinary General Meeting.

6. Adoption of resolution on amending Company’s Articles of Association. 

7. Adoption of resolution on adoption of consolidated text of Company’s Articles of Association.

8. Adoption of resolution on amending the Rules of the General Meeting of Shareholders of the Company.

9. Closing of the Extraordinary General Meeting. 

Among the draft resolutions of the Extraordinary General Meeting there is a resolution on amending the Company's Articles of Association. The amendments to the Articles of Association include: (i) amendment of § 1 sec. 2, (ii) editorial changes in § 5 sec. 1, addition of new sec. 2 in § 5 and renumbering of existing secs. 2-4, (iii) editorial changes in § 5¹ sec. 1, (iv) amendment of § 7 sec. 3, (v) editorial change in § 8 sec. 6, (vi) addition of new sec. 3 in § 10, renumbering of existing secs. 3-8 together with an editorial change in existing sec. 6 and changes in the content of existing secs. 7-8, (vii) amendment to § 11 sec. 2, (viii) amendment of § 12 sec. 1 and editorial change in sec. 2, (ix) amendment to § 13, (x) amendment to § 14 secs. 1-3, deletion of existing sec. 4, renumbering of existing secs. 5-7 along with amendment of the wording of existing secs. 5 and 7, (xi) amendment of § 15, (xii) amendment of § 16 secs. 1 and 5, addition of new sec. 6, and renumbering of existing sec. 6‑8 along with renumbering of existing sec. 7, (xiii) amendment of § 17 secs. 1 and 3, deletion of § 17 sec. 6, and renumbering of existing sec. 7, (xiv) amending § 20 sec. 2, adding a new sec. 3, and renumbering existing sec. 3 along with changing its content, (xv) amending § 21, (xvi) editorial changes in § 22 secs. 3 and 7 and amendments of sec. 5, 9, 13 and 14, (xvii) adding a new § 23, (xviii) renumbering existing § 23-27 along with changing the content of existing § 25-27. In the attachment to this report, the Management Board presents the wording of the new consolidated text of the Articles of Association with an indication of the proposed amendments.

The Management Board of the Company hereby informs that the Extraordinary General Meeting may be attended by means of electronic communication.

Attachments:

Attached to this report are:

- announcement on convening the Extraordinary General Meeting including the agenda;

- draft resolutions of the Extraordinary General Meeting;

- draft of consolidated text of the Company's Articles of Association;

- wording of the new consolidated text of the Articles of Association with an indication of the proposed amendments;

- draft of rules of the General Meeting of Shareholders of the Company;

- form to exercise voting rights by proxy;

- form of statement of intention to participate in the Extraordinary General Meeting using electronic means of communication;

- information on the total number of shares and votes.

The Company makes all information regarding the Extraordinary General Meeting available on the Company's website at: https://grupapracuj.pl/ under the tab Investor Relations in the sub-tab: General Meetings.

Detailed legal basis: 

§ 19 section 1 point 1) and 2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).