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Grupa Pracuj S.A. Proxy Solicitation & Information Statement 2022

May 25, 2022

5636_rns_2022-05-25_8c51678e-eac8-42a4-8c7f-a5cc3315bd39.pdf

Proxy Solicitation & Information Statement

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FORM OF POWER OF ATTORNEY

FOR

THE ORDINARY GENERAL MEETING OF

GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR

22 JUNE 2022

The undersigned, shareholder / representing a shareholder of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company"), hereby declare that:

................................................................................................... (name and surname / company name of the shareholder) (hereinafter "Shareholder") hold(s) ........................................................... (number: ............................................) shares in the Company and I / we grant the power of attorney to:

(i) Mr / Mrs. ................................................................................................................, holding ......................................................................................................................, with the number ............................................................................................................................, (ii) or............................................................................................................................................ (name of the company), with its registered office in ............................................................., and address: ...........................................................

to represent the Shareholder at the Ordinary General Meeting of the Company convened for 22 June 2022, at 10.00 a.m. in Warsaw, at 68 Prosta St., 00-838 Warsaw (8th floor), and in particular to participate, speak at the Ordinary General Meeting, vote on behalf of the Shareholder and perform any other actions related to the Ordinary General Meeting in accordance with the voting instructions below / at the discretion of the proxy (delete as appropriate).

signature signature
Name and surname: Name and surname:
Company: Company:
Position: Position:
Address: Address:
Agenda item 2 - Election of the Chairperson of the Ordinary General Meeting
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 5 - Adoption of the agenda of the Ordinary General Meeting
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter 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
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter b) - Consideration and approval of the Company's separate financial
statement for the year ended 31 December 2021
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter c) - Consideration and approval of the consolidated financial statement
of the Company's Capital Group for the year ended 31 December 2021
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter 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
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter 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
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter f) – Distribution of the Company's profit for the year ended 31 December
2021
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting a discharge to Przemysław Gacek
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting a discharge to Gracjan Fiedorowicz
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting a discharge to Rafał Bogusław Nachyna
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter g) – Granting a discharge to Mykola Mykhaylov
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Maciej Artur Noga
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Maciej Krzysztof Filipkowski
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to John Doran
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Wojciech Robert Stankiewicz
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Przemysław Tomasz Budkowski
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Agnieszka Katarzyna Słomka - Gołębiowska
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
Agenda item 6 letter h) – Granting a discharge to Mirosław Bogusław Stachowicz
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter i) – Introducing of changes to the Incentive Scheme No. 1 for key
employees of Grupa Pracuj S.A. Capital Group.
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter j) – Application of "Code of Best Practice for WSE Listed Companies
2021"
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:
INSTRUCTION TO EXERCISE VOTING RIGHTS BY THE PROXY
AT THE ORDINARY GENERAL MEETING
OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW
CONVENED FOR 22 JUNE 2022
Agenda item 6 letter k) – 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
Against Abstain At the discretion
of the proxy
Objection and request
Number of shares: Number of shares: Number of shares:
Further / other instructions:
for it to be recorded

AT THE ORDINARY GENERAL MEETING

OF GRUPA PRACUJ S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 22 JUNE 2022

Agenda item 6 letter l) – Granting consent to the establishment of any right in rem over the
enterprise of Grupa Pracuj S.A. or its organised part
For Against Abstain At the discretion
of the proxy
Objection and request
for it to be recorded
Number of shares: Number of shares: Number of shares: Number of shares:
Further / other instructions:

Shareholder ...............................................................................................................

(signature / s)

Proxy ...............................................................................................................

(signature/s)

Attachments to the form of power of attorney - drafts of resolutions of the Ordinary General Meeting of Grupa Pracuj S.A.