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Grupa Pracuj S.A. — AGM Information 2022
May 25, 2022
5636_rns_2022-05-25_c85d8d7a-3b6b-42e5-ac38-41685d652c2d.pdf
AGM Information
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Resolution No. 1/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on electing the Chairperson of the Ordinary General Meeting § 1.
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw elects Mr./Mrs. [•] as Chairperson of the Ordinary General Meeting, and Mr./Mrs [•] accepts this election. -------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: The resolution is of procedural nature - the election of the Chairperson of the General Meeting is required under the provisions of the Commercial Companies Code.
Resolution No. 2/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on adopting the agenda § 1.
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") hereby adopts the agenda of the Ordinary General Meeting of Shareholders, published pursuant to Article 402(1) of the Commercial Companies Code, which includes: ------------------------------
| 1) | Opening of the Ordinary General Meeting. ----------------------------------------------------------------------- | |
|---|---|---|
| 2) | Election of the Chairman of the Ordinary General Meeting. ------------------------------------------------- | |
| 3) | Preparing and checking the attendance list. --------------------------------------------------------------------- | |
| 4) | The ascertainment of the correctness of convening the Ordinary General Meeting and its capability of adopting binding resolutions. ------------------------------------------------------------------------ |
|
| 5) | Adoption of the agenda of the Ordinary General Meeting. --------------------------------------------------- | |
| 6) | Adoption of resolutions on: ------------------------------------------------------------------------------------------- | |
| a) | 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 31 December 2021; ------- |
|
| b) | consideration and approval of the Company's separate financial statement for the year ended 31 December 2021; ---------------------------------------------------------------------------------- |
|
| c) | consideration and approval of the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2021; ----------------------------------------------- |
|
| d) | expressing an opinion on the report of the Supervisory Board of the Company on remuneration of members of the Management Board and the Supervisory Board of the Company for the year 2021; --------------------------------------------------------------------------------- |
|
| e) | approval of the Report of the Supervisory Board on the activities of the Supervisory Board of Grupa Pracuj sp. z o.o. and the Supervisory Board of the Company in the year ended 31 December 2021 including evaluation of: ------------------------------------------------------------- |
|
| the Management Board's report on operations of the Company and the Company's Capital Group for the year ended 31 December 2021, --------------------------------------- |
- the separate financial statement of the Company for the year ended 31 December 2021, ------------------------------------------------------------------------------------------------------
- the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2021, and --------------------------------------------------------------------
- the proposal of the Company's Management Board concerning the distribution of the Company's profit for the year ended 31 December 2021; -----------------------------------
- f) distribution of the Company's profit for the year ended 31 December 2021;--------------------
- g) granting discharge to members of the Company's Management Board and persons performing functions in the corporate bodies of Grupa Pracuj sp. z o.o. with its registered office in Warsaw; -----------------------------------------------------------------------------------------------
- h) granting discharge to members of the Company's Supervisory Board and persons performing functions in the corporate bodies of Grupa Pracuj sp. z o.o. with its registered office in Warsaw; -----------------------------------------------------------------------------------------------
- i) introducing changes to the Incentive Scheme no. 1 for key employees of the Company's Capital Group; --------------------------------------------------------------------------------------------------
- j) application of the "Code of Best Practice for WSE Listed Companies 2021"; ------------------
- k) amendments to the Company's Articles of Association, extending the authorisation for the Company's Management Board to increase the share capital within the authorised capital and, in connection therewith, authorising the Company's Management Board to deprive other shareholders of pre-emptive rights, in whole or in part, in accordance with the adopted resolution No. 5/2021 of the Extraordinary General Meeting of the Company dated 22 October 2021; ---------------------------------------------------------------------------------------------------
- l) granting consent to establish a limited property right on the Company's enterprise or its organized part.---------------------------------------------------------------------------------------------------
- 7) Closing of the Ordinary General Meeting.-------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: The resolution is of procedural nature – the adoption of the agenda is required by the Commercial Companies Code.
Resolution No. 3/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on approving the report of the Management Board on the operations of Grupa Pracuj S.A. and Grupa Pracuj S.A. Capital Group for the year ended 31 December 2021 § 1.
Pursuant to Art. 395 § 2 point 1) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), having previously considered the matter, resolves to approve the Management Board's report on the Company and the Company's Capital Group operations for the year ended 31 December 2021. ----------------------------------------------------------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Consideration and adoption of this resolution result from the provisions of Article 395 § 2 point 1) in connection with Article 393 point 1) of the Commercial Companies Code.
The Supervisory Board of the Company in its resolution no. 3 dated 21 April 2022, positively assessed the Report of the Management Board on the operations of the Company and of the Company's Capital Group for the year ended 31 December 2021 and stated that it had been prepared in accordance with the contents of the accounting books and other documents as well as with the factual state, and that it contains necessary synthetic information on the operation of the Company and of the Company's Capital Group in the year 2021. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend that the General Meeting pass a resolution on approving the Report of the Management Board on the operations of the Company and of the Company's Capital Group for the year ended 31 December 2021.
Resolution No. 4/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on approving the separate financial statement of Grupa Pracuj S.A. for the year ended 31 December 2021 § 1.
Pursuant to Article 395 § 2 point 1) in connection with Article 393 point 1) of the Commercial Companies Code, having previously considered the separate financial statement of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") for the year ended 31 December 2021, which comprises of: -----------------------------------------------------------------------------------------------------------------------------------
- 1) statement of comprehensive income for the year ended 31 December 2021, disclosing a net profit of PLN 266,261 thousand,---------------------------------------------------------------------------------------------
- 2) statement of financial position prepared as at 31 December 2021, disclosing total assets and liabilities of PLN 452,172 thousand,--------------------------------------------------------------------------------
- 3) statement of cash flows for the year ended 31 December 2021, disclosing cash inflows of PLN 45,198 thousand, -------------------------------------------------------------------------------------------------------
- 4) statement of changes in equity for the year ended 31 December 2021, disclosing an increase in equity by PLN 173,903 thousand, ----------------------------------------------------------------------------------
- 5) explanatory notes;-------------------------------------------------------------------------------------------------------
The Ordinary General Meeting of the Company resolves to approve the financial statements of the Company for the year ended 31 December 2021. ----------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Consideration and adoption of this resolution results from the provision of Article 395 § 2 point 1) in connection with Article 393 point 1) of the Commercial Companies Code.
The Company's Supervisory Board, in its Resolution No. 1 of 21 April 2022, stated that the Company's separate financial statements for the year ended 31 December 2021 have been prepared fairly, in accordance with the books and documents, as well as with the facts, and the financial data have been prepared and presented in accordance with the requirements of relevant regulations. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend that the General Meeting adopt a resolution to approve the separate financial statement of the Company for the year ended 31 December 2021.
The Company's separate financial statement for the year ended 31 December 2021 was audited by an independent auditor who issued an unqualified audit opinion.
Resolution No. 5/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on approving the consolidated financial statement of Grupa Pracuj S.A. Capital Group for the year ended 31 December 2021
§ 1.
Pursuant to Article 395 § 2 point 1) and § 5 in connection with Article 393 point 1) of the Commercial Companies Code, having previously considered the consolidated financial statement of Grupa Pracuj S.A. Capital Group for the year ended 31 December 2021, which comprises of:-------------------------------
- 1) the consolidated statement of comprehensive income for the year ended 31 December 2021, disclosing a net profit of PLN 255,683 thousand,----------------------------------------------------------------
- 2) the consolidated statement of financial position prepared as at 31 December 2021, disclosing total assets and liabilities of PLN 499,705 thousand,-----------------------------------------------------------
- 3) the consolidated statement of cash flows for the year ended 31 December 2021, disclosing cash inflows of PLN 50,068 thousand,------------------------------------------------------------------------------------
- 4) the consolidated statement of changes in equity for the year ended 31 December 2021, disclosing an increase in equity of PLN 146,182 thousand,----------------------------------------------------------------
- 5) explanatory notes;-------------------------------------------------------------------------------------------------------
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw hereby resolves to approve the consolidated financial statement of the Grupa Pracuj S.A. Capital Group for the year ended 31 December 2021.----------------------------------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Consideration and adoption of this resolution results from the provision of Article 395 § 2 point 1) and § 5 in connection with Article 393 point 1) of the Commercial Companies Code.
The Company's Supervisory Board, in its Resolution No. 2 of 21 April 2022, stated that the consolidated financial statements of the Company's Capital Group for the year ended 31 December 2021 have been prepared fairly, in accordance with the books and documents, as well as with the facts, the financial data have been prepared and presented in accordance with the requirements of relevant regulations. At the same time, in the aforementioned resolution, the Supervisory Board decided to recommend that the General Meeting pass a resolution on approving the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2021.
The consolidated financial statement of the Company's Capital Group for the year ended 31 December 2021 have been audited by an independent auditor who has issued an unqualified audit opinion.
Resolution No. 6/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on expressing an opinion concerning the report on remuneration of the members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for the year 2021
§ 1.
Having previously considered the Supervisory Board's report on the remuneration of the members of the Management Board and the Supervisory Board of Grupa Pracuj S.A. for 2021, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") hereby issues a positive opinion on the report on the remuneration of the members of the Management Board and the Supervisory Board for 2021.---------------------------------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Consideration and adoption of this resolution results from the provision of Article 90g section 6 of the Act of 29 July 2005 on Public Offering and Conditions for the Introduction of Financial Instruments to Organised Trading System and Public Companies in connection with the provision of Article 395 § 21 of the Commercial Companies Code. The resolution of the General Meeting is advisory in nature.
The report on the remuneration of the members of the Company's Management Board and Supervisory Board for 2021 was approved by the Company's Supervisory Board by Resolution No. 14 dated 21 April 2022.
Resolution No. 7/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022
on approving the report of the Supervisory Board of Grupa Pracuj S.A. on the operations of the Supervisory Board of Grupa Pracuj sp. z o.o. and the Supervisory Board of Grupa Pracuj S.A. in the year ended 31 December 2021
§ 1.
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), having previously considered, approves the Report of the Supervisory Board on the operations of the Supervisory Board of Grupa Pracuj sp. z o.o. and the Supervisory Board of the Company in the year ended 31 December 2021, including the assessment of: (i) the report of the Management Board on the operations of the Company and the Company's Capital Group for the year ended 31 December 2021, (ii) the separate financial statement of the Company for the year ended 31 December 2021, (iii) the consolidated financial statement of the Company's Capital Group for the year ended 31 December 2021 and (iv) the proposal of the Company's Management Board concerning the distribution of profit for the year ended 31 December 2021. ---------------------------------------------------------
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Adoption of the resolution is related to rule 2.11 of the Code of Best Practice for WSE Listed Companies 2021, based on which the Supervisory Board once a year prepares and submits to the Ordinary General Meeting for approval an annual report including, among others, the information specified in the aforementioned rule 2.11.
The Supervisory Board of the Company adopted the Supervisory Board Report on the activities of the Supervisory Board of Grupa Pracuj sp. z o.o. and the Supervisory Board of the Company in the financial year ended 31 December 2021 by Resolution No. 5 of 21 April 2022.
Resolution No. 8/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on the distribution of Grupa Pracuj S.A.'s profit for the year ended 31 December 2021
§ 1.
Acting pursuant to Article 395 § 2 point 2) of the Commercial Companies Code and § 14 section 3 letter k) of the Statutes of Grupa Pracuj S.A. with its registered office in Warsaw (hereinafter referred to as the "Company"), having familiarized itself with the proposal of the Management Board concerning the manner of distribution of the Company's net profit for the financial year ended 31 December 2021, and having received a positive opinion of the Company's Supervisory Board on such proposal, the Ordinary General Meeting of Shareholders hereby resolves to distribute the Company's net profit for the year ended 31 December 2021 in the amount of PLN 266,261,411.34 (two hundred sixty six million two hundred sixty one thousand four hundred eleven zlotys and thirty four grosz) in such a way that:---------
- 1) to allocate the amount of PLN 136,530,052 (one hundred thirty six million five hundred thirty thousand fifty two) to the payment of dividends to the Company's shareholders, i.e. in the amount of PLN 2 (two zlotys) per share. ---------------------------------------------------------------------------------------
- 2) the remaining PLN 129,731,359.34 (one hundred twenty nine million seven hundred thirty one thousand three hundred fifty nine and thirty four grosz) of the net profit shall be allocated to the Company's reserve capital.-----------------------------------------------------------------------------------------------
The dividend date shall be 16 September 2022. All shares of the Company existing on the dividend date shall be covered by the dividend.--------------------------------------------------------------------------------------------
The dividend payment date is set for 30 September 2022.------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: The adoption of a resolution on profit distribution is required under the provision of Article 395 § 2 point 2 of the Commercial Companies Code.
The proposal to distribute the profit partly by allocating it to the payment of dividends to shareholders and partly by allocating it to the capital reserve results from the resolution of the Management Board of the Company dated 18 May 2022 on the adoption of the proposal on distribution of the profit earned in the year ended 31 December 2021, as well as the dividend policy of the Company.
The Management Board's proposal regarding the manner of distribution of profit earned in the financial year ended 31 December 2021 was positively assessed by the Company's Supervisory Board by means of Resolution No. 4 dated 18 May 2022. In the aforementioned resolution, the Supervisory Board
decided to recommend to the General Meeting of Shareholders to adopt a resolution on the manner of distribution of net profit earned in the year ended 31 December 2021 in accordance with the proposal of the Management Board.
Resolution No. 9/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Przemysław Gacek
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company") resolves to grant a vote of acceptance to Mr. Przemysław Gacek (PESEL 74031200052) for the discharge of his duties in the year ended 31 December 2021, as:---------------------------------
- 1) President of the Management Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
- 2) President of the Management Board of the Company. ----------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption.--------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 10/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Gracjan Fiedorowicz
§ 1.
Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company"), resolves to grant a vote of acceptance to Mr. Gracjan Fiedorowicz (PESEL 76122800677) for the discharge of his duties in the year ended 31 December 2021, as: --------------------
1) Member of the Management Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
2) Member of the Management Board of the Company. -----------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption.--------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 11/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Rafał Bogusław Nachyna
§ 1.
Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company"), resolves to grant a vote of acceptance to Mr. Rafałowi Bogusławowi Nachyna (PESEL 77032107175) for the discharge of his duties in the year ended 31 December 2021, as:------------------------------------------------------------------------------------------------------------------------------------
1) Member of the Management Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
2) Member of the Management Board of the Company. -----------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption.--------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 item 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 12/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Mykola Mykhaylov
§ 1.
Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw hereby resolves to grant Mr. Mykola Mykhaylov (PESEL 75052317637) discharge of his duties as Member of the Management Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545) in the year ended 31 December 2021. ---------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 13/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Maciej Artur Noga
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company") resolves to grant a vote of acceptance to Mr. Maciej Artur Noga (PESEL 76072311715) for the discharge of his duties in the year ended 31 December 2021, as: ----------------------------------------
- 1) Member of the Supervisory Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
- 2) Member of the Supervisory Board of the Company.---------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 14/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Maciej Krzysztof Filipkowski
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company") resolves to grant a vote of acceptance to Mr. Maciej Krzysztof Filipkowski (PESEL 69082601495) for the discharge of his duties in the year ended 31 December 2021, as:---------------------
- 1) Member of the Supervisory Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
- 2) Member of the Supervisory Board of the Company.---------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 15/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. John Doran
§ 1.
Acting pursuant to article 395 § 2 point 3) in connection with article 393 point 1) of the Commercial Companies Code, he Ordinary General Meeting of Grupa Pracuj S.A. with its registered seat in Warsaw (the "Company"), hereby decides to grant a vote of acceptance to Mr. John Doran for the discharge of his duties in the year ended 31 December 2021, as:-------------------------------------------------------------------
- 1) Member of the Supervisory Board of the company under the name: Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), -----------------------------------------------------------------
- 2) Member of the Supervisory Board of the Company. -------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 16/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Wojciech Robert Stankiewicz
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company") resolves to grant a vote of acceptance to Mr. Wojciech Robert Stankiewicz (PESEL 70070200356) for the discharge of his duties in the year ended 31 December 2021, as:---------------------
- 1) Member of the Supervisory Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
- 2) Member of the Supervisory Board of the Company.---------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 17/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Przemysław Tomasz Budkowski
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw ("the Company") resolves to grant a vote of acceptance to Mr. Przemysław Tomasz Budkowski (PESEL 81051304558) for the discharge of his duties in the year ended 31 December 2021, as:---------------------
- 1) Member of the Supervisory Board of Grupa Pracuj sp. z o.o. with its registered office in Warsaw (KRS: 0000584545), ------------------------------------------------------------------------------------------------------
- 2) Member of the Supervisory Board of the Company.---------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 18/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mrs. Agnieszka Katarzyna Słomka-Gołębiowska
§ 1.
Acting pursuant to Art. 395 § 2 point 3) in connection with Art. 393 point 1) of the Commercial Companies Cod, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered seat in Warsaw (the "Company") resolves to grant a vote of acceptance to Mrs. Agnieszka Katarzyna Słomka-Gołębiowska (PESEL 76082402520), confirming the discharge of her duties as a Member of the Supervisory Board of the Company in the year ended 31 December 2021. -------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 19/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on granting a discharge to Mr. Mirosław Bogusław Stachowicz
§ 1.
Acting pursuant to Article 395 § 2 point 3) in connection with Article 393 point 1) of the Commercial Companies Code, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), resolves to grant a vote of acceptance to Mr. Mirosław Bogusław Stachowicz (PESEL 62021102978) for the discharge of his duties as a Member of the Supervisory Board of the Company in the year ended 31 December 2021. ------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Granting a vote of acceptance to members of the Company's corporate bodies for the performance of their duties is required under the provision of Article 395 § 2 point 3 in connection with Article 393 point 1 of the Commercial Companies Code.
Resolution No. 20/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on introducing changes to the Incentive Scheme No. 1 for key employees of Grupa Pracuj S.A. Capital Group
§ 1.
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), in consideration of Resolution No. 3/2021 of the Extraordinary General Meeting of Shareholders of the Company of 29 October 2021 on establishing the rules of the Incentive Scheme
No. 1 for key employees of the Company's Capital Group (the "Incentive Scheme"), resolves to amend the adopted rules of the Incentive Scheme (the "Rules") so that the definition of the "Exercise Price" contained in item 2.1 of the Rules is modified to read as follows: --------------------------------------------------
"Exercise Price" means the PLN equivalent of 33% of the final price per Share in the Retail Tranche determined on the IPO valuation rounded down to the nearest whole grosz (1/100 PLN). ------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: Adoption of the said resolution results from the need perceived by the Company's Management Board to remove an obvious typographical error affecting the correct interpretation of the definition of "Execution Price" indicated in the Regulations of the Incentive Scheme No. 1 for key persons employed in Grupa Pracuj S.A. Capital Group adopted on the basis of Resolution No. 3/2021 of the Extraordinary General Meeting of Shareholders of the Company dated 29 October 2021.
Resolution No. 21/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 on the application of "Code of Best Practice for WSE Listed Companies 2021"
§ 1.
The Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), hereby declares that the Company's General Meeting, within the scope of its competences, shall follow the "Code of Best Practice for WSE Listed Companies 2021" in the wording established by the resolution of the Supervisory Board of the Warsaw Stock Exchange No. 13/1834/2021 of 29 March 2021, taking into consideration the generally applicable provisions of law and the Company's Articles of Association.-------------------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: In connection with the adoption of Resolution No. 13/1834/2021 on 29 March 2021 by the Supervisory Board of the Warsaw Stock Exchange, new corporate governance rules for companies listed on the WSE Main Market under the name "Code of Best Practice for WSE Listed Companies 2021" were adopted ("DPSN 2021"), which entered into force on 1 July 2021. Due to the fact that the rules included in DPSN 2021 are addressed, among others, to general meetings, the Management Board of the Company deems it appropriate that the Ordinary General Meeting of the Company adopts a resolution regarding the application of these rules.
Resolution No. 22/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022
on amending the Company's Articles of Association, extending the authorisation for the Company's Management Board to increase the share capital within the authorised capital, and consequently authorising the Company's Management Board to deprive other shareholders of all or part of their pre-emptive rights in accordance with adopted resolution No. 5/2021 of the Extraordinary General Meeting of the Company dated 22 October 2021
Acting pursuant to Art. 430 § 1 and § 5, Art. 444 § 1 and § 2 in connection with Art. 445 § 1 and Art. 447 § 1 of the Commercial Companies Code, and § 14 section 3 letter a) of the current Articles of Association of the Company, the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), hereby amends the Company's Articles of Association by repealing the Company's Articles of Association in their entirety and adopting the following new Statutes, which shall also constitute the consolidated text of the Company's Articles of Association:----------------------------------------
[the consolidated text of the Articles of Association is attached to the announcement of the General Meeting]
§ 2.
-
- The existing § 51 section 2 of the Company's Articles of Association is being amended in connection with the necessity to adjust the term of validity of the Management Board's authorisation to increase the Company's share capital within the authorised capital, as indicated in the Company's prospectus approved by the Polish Financial Supervision Authority on 16 November 2021, established under resolution no. 5/2021 of the Extraordinary General Meeting of the Company dated 22 October 2021 on amendment of the Articles of Association of the Company and authorisation of the Management Board of the Company to increase the share capital within the authorised capital with the possibility of exclusion by the Management Board of the pre-emptive right to shares issued within the authorised capital in whole or in part with the consent of the Supervisory Board in order to implement incentive schemes for key employees of the capital group of the Company (the "Authorisation"), to the incentive scheme for 2022-2025 effective in the Company and addressed to key employees of the capital group of the Company, established in the Company pursuant to resolution No. 3/2021 of the Extraordinary General Meeting of the Company on 29 October 2021 on establishing the principles of the Incentive Scheme No. 1 for key employees of the Company's Capital Group (the "Incentive Scheme").-----------------------------------------------------------------------------------------------------
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- In connection with section 1 above, the Ordinary General Meeting of the Company resolves to amend the term of validity of the Authorisation (pursuant to the new § 51 section 2 of the Statutes) to the extent necessary to implement the Incentive Scheme, in particular to effect a future increase of the Company's share capital and to offer shares to the Company's employees as part of the Incentive Scheme on the basis of the Authorisation (given that the allotment of the so-called bonus 1 shares under the Incentive Scheme will take place not earlier than on 31 March 2025), provided that in no event shall the term of validity of the Authorisation be in breach of the deadline set forth in Art. 444 § 2 of the Commercial Companies Code.--------------------------------------------------------------
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- Having considered sections 1 and 2 above, the Ordinary General Meeting hereby confirms the authorisation granted by Resolution No. 5/2021 of the Extraordinary General Meeting of the Company of 22 October 2021 and, in the most prudent manner, hereby additionally authorises the Management Board to deprive the shareholders of the pre-emptive rights to shares issued within the authorised capital in whole or in part with the consent of the Supervisory Board in order to implement incentive schemes for key persons employed in the Company's capital group, in connection with the implementation of the Authorisation.--------------------------------------------------------
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- Having considered it, the Ordinary General Meeting hereby approves the opinion of the Company's Management Board dated 24 May 2022, attached as an appendix to this resolution, confirming the opinion of the Company's Management Board dated 22 October 2021 justifying the reasons for the exclusion of pre-emptive rights and the manner of determining the issue price of shares being issued in connection with the exercise of the Authorisation.--------------------------------------------------------------
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- The adoption of this resolution is motivated by the necessity to create conditions for an efficient increase of the Company's share capital for the purposes related to the implementation of the Incentive Scheme. This will make it possible to offer acquisition of shares to persons of key importance for the Company and the Company's capital group, and the incentive schemes
established will be aimed at realisation of long-term business objectives of the Company and the Company's capital group as well as motivating employees who have a key impact on defining and implementing the strategy of the Company and the Company's capital group.-----------------------------
§ 3.
The General Meeting of the Company hereby also authorises the Company's Supervisory Board to determine the consolidated text of the Company's Articles of Association, also taking into account the amendments to the Company's Articles of Association adopted by the Company's Management Board pursuant to the authorisation granted by the General Meeting of the Company.--------------------------------
§ 4.
The resolution comes into force upon its adoption, with effect as of the date of registration of the amendment to the Company's Articles of Association in the Register of Entrepreneurs of the KRS.------
Justification of the draft resolution: Adoption of the resolution on amendments to the Articles of Association is connected with the necessity of removal by the Management Board of the historical provisions referring to the functioning of the Company before the date of its debut on the Warsaw Stock Exchange S.A. and ensuring its transparency by leaving only the currently binding provisions. In view of the number of changes to be introduced, the repeal of the previous wording of the Articles of Association in its entirety and the adoption of the new wording of the Articles of Association, which at the same time constitutes the consolidated text, is in the opinion of the Board the most appropriate solution.
Concurrently, the amendment of the existing § 51 section 2 of the Company's Statutes results from the necessity to align the term of validity of the Management Board's authorisation to increase the Company's share capital within the authorised capital with the Company's Incentive Scheme No. 1 for 2022- 2025 addressed to the key employees of the Company's capital group, as indicated in the Company's prospectus approved by the Polish Financial Supervision Authority on 16 November 2021.
Resolution No. 23/2022 of the Ordinary General Meeting of Grupa Pracuj S.A. with its registered office in Warsaw of 22 June 2022 regarding granting consent to the establishment of any right in rem over the enterprise of Grupa Pracuj S.A. or its organised part
§ 1.
Acting pursuant to Article 393 point 3) of the Commercial Companies Code and §14 (3) (j) of the Articles of Association of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), the Ordinary General Meeting of the Company, in connection with: (i) the contemplated execution of a term loan facility agreement between the Company as borrower and banks selected by the Company (the "Facility Agreement"); and (ii) the contemplated establishment by the Company of securities in connection with the Facility Agreement, hereby grants its consent to:-------------------------------------------------------------------
- 1) the establishment of any right in rem, in particular the registered pledge, over the Company's enterprise or its organized part, and the execution and performance by the Company of any agreement establishing such right in order to secure the lenders' claims arising under or in connection with the Facility Agreement and any finance documents executed in connection with it; and-----------------------------------------------------------------------------------------------------------------------------
- 2) the execution and performance by the Company of any document and carrying out all other legal and factual acts, taking of which may be necessary or expedient in connection with the Facility Agreement and completing the above actions, including, but not limited to any deeds, agreements, security documents, powers of attorney, notices, acknowledgements, memoranda, statements, certifications or other documents ancillary to or necessary, useful, desirable required or requested
in connection with the agreements listed above or under or in connection with the Facility Agreement.-------------------------------------------------------------------------------------------------------------------
§ 2.
The resolution comes into force upon its adoption. ---------------------------------------------------------------------
Justification of the draft resolution: The obligation to adopt the said resolution results from the provisions of art. 393 point 3) of the Commercial Companies Code and § 14 section 3) letter j) of the Company's Statutes. The establishment of security in the form of a registered pledge on the Company's enterprise is related to the Company's consideration of obtaining bank financing for general corporate purposes, including financing of planned future investments and further development of the Company.