AGM Information • May 21, 2024
AGM Information
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Report Content Current report no. 5/2024
Dated 2024-05-21
Title: Announcement on convening an Ordinary General Meeting of GrupaPracuj S.A. for June_#8239;18, 2024
Legal basis: Art. 56 section 1 item 2 of the Act on Public Offering -current and periodic information
Content of the report:
The Management Board of Grupa Pracuj S.A. with its registered office inWarsaw (the_#8239;"Company") announces that, pursuant to Article 399 § 1 inconnection with Article 395 § 1, Article 4021, Article 4022 and Article4065 of the Commercial Companies Code, the Ordinary General Meeting ofthe Company is hereby convened for June 18, 2024 at 10:00 a.m., at theCompany's registered office in Warsaw (00-838), ul. Prosta 68, 8thfloor, with the agenda as presented below.
At the same time, the Management Board of the Company informs that theCompany's Supervisory Board, in accordance with § 20(4)(k) of theCompany's Articles of Association and Rule 4.7 of the Code of BestPractice for WSE Listed Companies 2021, has given a positive opinion onthe 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 GeneralMeeting 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 theoperations of the Company and the Company's Capital Group for the yearended on December 31, 2023;
consideration and approval of the Company's standalone financialstatement for the year ended on December 31, 2023;
consideration and approval of the consolidated financial statement ofthe 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 theCompany on remuneration of members of the Management and the SupervisoryBoard of the Company for year 2023;
approval of the report of the Supervisory Board of the Company onoperations in the year ended on December 31, 2023;
granting the vote of acceptance for the discharge of duties in year 2023to members of the Company's Management Board;
granting the vote of acceptance for the discharge of duties in year 2023to members of the Company's Supervisory Board;
change of remuneration of members of the Supervisory Board of theCompany;
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 andtransferring 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 aresolution concerning the amendment of the Company's Articles ofAssociation. The amendments to the Articles include a change to: § 20sec. 4 letter j), § 20 sec. 4 letters l)-o), § 20 sec. 4 letter v), § 22sec. 1 and § 28 item 3 of the Company's Articles of Association. In theattachment to this report, the Management Board presents the wording ofthe new consolidated text of the Articles of Association with anindication of the proposed amendments.
The Management Board of the Company hereby informs that the OrdinaryGeneral Meeting may be attended by means of electronic communication.
Attachments:
Attached to this report are:
announcement on convening the Ordinary General Meeting including theagenda;
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 Associationindicating the proposed changes;
form to exercise voting rights by proxy;
form of statement of intention to participate in the Ordinary GeneralMeeting 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 yearended on December_#8239;31, 2023;
report of the Supervisory Board of the Company on remuneration ofmembers of the Management Board and Supervisory Board for year 2023;
auditor's report on assessment of the Supervisory Board's report onremuneration of members of the Management Board and Supervisory Boardfor year 2023.
The Company makes all information regarding the Ordinary General Meetingavailable on the Company's website at: https://grupapracuj.pl/ under thetab Investor Relations in the sub-tab: General Meetings.
Detailed legal basis:
§ 19 section 1 point 1) and 2) of the Regulation of the Minister ofFinance of 29 March 2018 on current and periodic information provided byissuers of securities and conditions for recognizing as equivalentinformation required by the laws of a non-member state (Journal of Lawsof 2018, item 757).
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