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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.