Announcement on convening an Ordinary General Meeting of Grupa Pracuj S.A. for June 18, 2024
The Management Board of Grupa Pracuj S.A. with its registered office in Warsaw (the “Company”) announces that, pursuant to Article 399 § 1 in connection with Article 395 § 1, Article 4021, Article 4022 and Article 4065 of the Commercial Companies Code, the Ordinary General Meeting of the Company is hereby convened for June 18, 2024 at 10:00 a.m., at the Company's registered office in Warsaw (00-838), ul. Prosta 68, 8th floor, 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(4)(k) 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 Ordinary General Meeting.
Agenda:
Opening of the Ordinary General Meeting.
Election of the Chairman of the Ordinary General Meeting.
Preparing and checking the attendance list.
The ascertainment of the correctness of convening the Ordinary General Meeting and its capability of adopting binding resolutions.
Adoption of the agenda of the Ordinary General Meeting.
Adoption of resolutions on:
- consideration and approval of the Management Board’s report on the operations of the Company and the Company’s Capital Group for the year ended on December 31, 2023;
- consideration and approval of the Company’s standalone financial statement for the year ended on December 31, 2023;
- consideration and approval of the consolidated financial statement of the Company’s Capital Group for the year ended on December 31, 2023;
- distribution of the Company’s profit for the year ended on December 31, 2023;
- expressing an opinion on the report of the Supervisory Board of the Company on remuneration of members of the Management and the Supervisory Board of the Company for year 2023;
- approval of the report of the Supervisory Board of the Company on operations in the year ended on December 31, 2023;
- granting the vote of acceptance for the discharge of duties in year 2023 to members of the Company's Management Board;
- granting the vote of acceptance for the discharge of duties in year 2023 to members of the Company's Supervisory Board;
- change of remuneration of members of the Supervisory Board of the Company;
- amendment of the Company’s Articles of Association;
- adoption of the unified text of the Company’s Articles of Association;
- dissolving the special fund created for the repurchase of own shares and transferring the funds accumulated therein to Company’s reserve capital.
Closing of the Ordinary General Meeting.
Among the resolutions proposed at the Annual General Meeting is a resolution concerning the amendment of the Company's Articles of Association. The amendments to the Articles include a change to: § 20 sec. 4 letter j), § 20 sec. 4 letters l)-o), § 20 sec. 4 letter v), § 22 sec. 1 and § 28 item 3 of the Company's Articles of Association. 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 Ordinary General Meeting may be attended by means of electronic communication.
Attached to this report are:
announcement on convening the Ordinary General Meeting including the agenda;
draft resolutions of the Ordinary General Meeting;
draft of the unified text of the Company’s Articles of Association;
wording of the new unified text of the Company’s Articles of Association indicating the proposed changes;
form to exercise voting rights by proxy;
form of statement of intention to participate in the Ordinary General Meeting using electronic means of communication;
information on the total number of shares and votes;
report of the Supervisory Board of the Company on the operations in year ended on December 31, 2023;
report of the Supervisory Board of the Company on remuneration of members of the Management Board and Supervisory Board for year 2023;
auditor's report on assessment of the Supervisory Board’s report on remuneration of members of the Management Board and Supervisory Board for year 2023.
The Company makes all information regarding the Ordinary 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).