Proxy Solicitation & Information Statement • May 21, 2024
Proxy Solicitation & Information Statement
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I / We, the undersigned*, a 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:
| − | Mr / Mrs. , holding | ||
|---|---|---|---|
| , | with | the | |
| number , / | |||
| − | |||
| (name of the company), with its registered office in , at the address: * |
to represent the Shareholder at the Ordinary General Meeting of the Company convened for June 18, 2024, at 10:00 a.m. in Warsaw, at ul. Prosta 68, 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 Chairman of the Ordinary General Meeting | |||
|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
| Objection and request for it to be recorded |
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| 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 |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| Further / other instructions: | |||
| 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 on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter b) – Consideration and approval of the Company's standalone financial statement for the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter c) – Consideration and approval of the consolidated financial statement of the Company's Capital Group for the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter d) – Distribution of the Company's profit for the year ended on December 31, 2023 |
|||
|---|---|---|---|
| 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 e) – 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 2023 |
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|---|---|---|---|
| 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 f) – Approval of the report of the Supervisory Board of the Company on operations in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter g) – Granting the vote of acceptance to Przemysław Gacek for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter g) – Granting the vote of acceptance to Gracjan Fiedorowicz for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter g) – Granting the vote of acceptance to Rafał Bogusław Nachyna for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| For | Against | Abstain | At the discretion of the proxy |
|
| Objection and request for it to be recorded |
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| Number of shares: | Number of shares: | Number of shares: | Number of shares: | |
| Further / other instructions: | ||||
| Agenda item 6 letter h) – Granting the vote of acceptance to Maciej Artur Noga for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to John Doran for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to Wojciech Robert Stankiewicz for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to Przemysław Tomasz Budkowski for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to Agnieszka Katarzyna Słomka-Gołębiowska for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to Mirosław Bogusław Stachowicz for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 the vote of acceptance to Martina van Hettinga for the discharge of duties in the year ended on December 31, 2023 |
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|---|---|---|---|---|
| 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 i) – Changing remuneration of members of the Supervisory Board of the Company |
||||
|---|---|---|---|---|
| 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 j) – Amending Company's Articles of Association | ||||
|---|---|---|---|---|
| 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 k) – Adopting the unified text of the Company's Articles of Association | ||||
|---|---|---|---|---|
| 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 l) – Dissolving the special fund created for the repurchase of own shares and transferring the funds accumulated therein to Company's reserve capital |
||||
|---|---|---|---|---|
| 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. with its registered office in Warsaw
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