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WORK SERVICE S.A.: Registration of the changes in Articles of Association of the Company. (2021-02-26 20:15)
KOMISJA NADZORU FINANSOWEGO

Raport bieżący nr13/2021
Data sporządzenia:2021-02-26
Skrócona nazwa emitenta
WORK SERVICE S.A.
Temat
Registration of the changes in Articles of Association of the Company.
Podstawa prawna
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Treść raportu:
The Management Board of Work Service S.A. ("Company"), hereby informs that it has received information on entry, on February 26, 2021, by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, in the Register of Entrepreneurs of the National Court Register changes in the Company's Articles of Association ("Articles of Association").

The above amendment to the Articles of Association, adopted on the basis of Resolution no. 35/2020 of the Ordinary General Meeting of Shareholders dated 15/10/2020, consists in:

1) amend the existing § 10 par. 1 clause e) of the Company’s Articles of Association by giving it a new wording:
“e) appointment and dismissal of the members of the Supervisory Board;”

2) amend the existing § 10 par. 1 of the Company’s Articles of Association and replace in clause q) full stops with a semicolon and add subsequent clauses r) and s) of the following wording:
“r) adoption of the remuneration policy of the members of the Management Board and the Supervisory Board;
s) evaluation of the Supervisory Board’s report on the remuneration of the Management Board and the Supervisory Board.”

3) amend the existing § 12 par. 1 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“1. The Supervisory Board consists of 5 to 10 members, including the Chairman and the Deputy Chairman. The number of members of the Supervisory Board of a given term of office shall be established by the General Meeting. Until the Company’s shares are admitted to trading in the regulated market in the territory of the Republic of Poland, at least two members of the Supervisory Board shall meet the criteria of independence of the Company and entities being materially related to the Company resulting from the rules of corporate order applicable in the regulated market in the territory of the Republic of Poland in which the Company’s share are or are to be listed (“Independent Member of the Supervisory Board”).”

4) amend the existing § 12 par. 2 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“2. In the case of resignation prior to the lapse of the term of office or in the case of death of a member of the Supervisory Board, the remaining members of the Supervisory Board, irrespective of their number, shall have the right to co-opt a new member in the place of the resigning or deceased member of the Supervisory Board. The number of members of the Supervisory Board co-opted and not approved by the General Meeting of the Shareholders shall not exceed one-fourth of the number of the members of the Supervisory Board of a given term of office. The co-opted members of the Supervisory Board shall be approved by the next General Meeting of the Shareholders and their term of office expires along with the lapse of the term of office of the Supervisory Board. If the General Meeting of the Shareholders has not approved the co-opted members of the Supervisory Board, their term of office expires along with the closing of the session of the General Meeting of the Shareholders referred to above.”

5) delete the existing § 12 par. 3, par. 4 and par. 6 of the Company’s Articles of Association and to amend the existing § 12 par. 5 by giving it number § 12 par. 3 and the new wording which shall read as follows:
“3. Members of the Supervisory Board shall be appointed by the General Meeting.”

6) change numeration of § 12 of the Company’s Articles of Association so that:
- the existing content of § 12 par. 7 shall constitute § 12 par. 4,
- the existing content of § 12 par. 8 shall constitute § 12 par. 5,
- the existing content of § 12 par. 9 shall constitute § 12 par. 6,
- the existing content of § 12 par. 10 shall constitute § 12 par. 7,
- the existing content of § 12 par. 11 shall constitute § 12 par. 8,
- the existing content of § 12 par. 12 shall constitute § 12 par. 9,
- the existing content of § 12 par. 13 shall constitute § 12 par. 10.

7) amend the existing § 13 par. 5 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“5. Resolutions of the Supervisory Board can be passed if at least half of its members are present at the session and all its members have been invited at least 3 days prior to the planned session. Resolutions of the Supervisory Board shall also be valid when its member notified within the shorter period of time than the period of time referred to in the preceding sentence declares in writing that they give consent to the content of the resolution of the Supervisory Board or arrive at the session of the Supervisory Board.”

8) delete the existing § 13 par. 6, par. 7, par. 10 and par. 14 of the Company’s Articles of Association and to amend the existing § 13 par. 9 by giving it number § 13 par. 7 and the new wording which shall read as follows:
“7. The session of the Supervisory Board can be attended personally or with the use of means of distance communication. The Supervisory Board can pass resolutions at the session or in lieu of the session in writing or with the use of means of distance communication. A resolution of the Supervisory Board passed in lieu of the session is valid on condition that all its members have been notified of the content of the draft resolution and at least half of its members took part in passing the resolution. Voting in lieu of the session of the Supervisory Board can be ordered by the Chairman or Deputy-Chairman of the Supervisory Board upon their own initiative or upon a request of a member of the Supervisory Board or of the Management Board.”

9) amend the existing § 13 par. 11 of the Company’s Articles of Association by giving it number § 13 par. 8 and the new wording which shall read as follows:
“8. Resolutions of the Supervisory Board are passed with the ordinary majority of votes cast.”

10) amend the existing § 13 par. 13 of the Company’s Articles of Association by giving it number § 13 par. 10 and the new wording which shall read as follows:
“10. If the specific resolution in the form and of the content presented in the invitation to the session of the Supervisory Board has not been adopted, then such resolution can be put to the vote again at the next session of the Supervisory Board which shall be held no sooner than after the lapse of forty two (42) and not later than after the lapse of forty five (45) days of the date of the session of the Supervisory Board that has not adopted such resolution.”

11) change numeration of § 13 of the Company’s Articles of Association so that:
- the existing content of § 13 par. 8 shall constitute § 13 par. 6,
- the existing content of § 13 par. 12 shall constitute § 13 par. 9.

12) amend the existing § 16 par. 2 clause b) of the Company’s Articles of Association by giving it new wording which shall read as follows:
“b) appointment and dismissal of the members of the Management Board, subject to § 17 section 3 and 4;”

13) amend the existing § 16 par. 2 of the Company’s Articles of Association by replacing in clause ee) a full stop with a semicolon and by adding subsequent clauses ff), gg) and hh) of the following wording:
“ff) specification of the elements of the remuneration policy of the members of the Management Board and the Supervisory Board if the Supervisory Board has been authorised to perform such actions by the General Meeting;
gg) deciding on temporary withdrawal from the application of the remuneration policy of the members of the Management Board and the Supervisory Board in cases and on the terms specified by the General Meeting in this document;
hh) preparation of the annual report on the remuneration of the members of the Management Board and the Supervisory Board.”

14) amend the existing § 17 par. 2 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“2. The Management Board consists of one to seven members appointed by the Supervisory Board, subject to par. 3 and 4 of this § 17. The Supervisory Board specifies the number of the members of the Management Board of a given term of office.”

15) delete the existing § 17 par. 3 and par. 4 of the Company’s Articles of Association and change numeration of § 17 so that:
- the existing content of § 17 par. 5 shall constitute § 17 par. 3,
- the existing content of § 17 par. 6 shall constitute § 17 par. 4,
- the existing content of § 17 par. 7 shall constitute § 17 par. 5,
- the existing content of § 17 par. 8 shall constitute § 17 par. 6.

16) amend the existing § 27 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“Provisions of § 12 par. 1 and 2, concerning Independent Members of the Supervisory Board shall be applied for the first time in relations to the Independent Members of the Supervisory Board appointed in the Company after the date of entry by the registration court in the register of entrepreneurs of the Nation al Court Register of the amendments in the Company’s Articles of Association, covering implementation of such provisions in the content of the Articles of Association.”

17) amend the existing § 28 of the Company’s Articles of Association by giving it a new wording which shall read as follows:
“Business Plan refers to the Company’s business plan for years 2013 – 2017 which has been approved by the resolution of the Supervisory Board no. 1 of 6 February 2013 or changed by the Supervisory Board on the basis of powers listed in § 16 par. cc).”

In addition, Ordinary General Meeting of Shareholders dated 15/10/2020, on the basis of resolution no. 36/2020, adopted the consolidated text of the Articles of Association, as set out in Appendix No. 1 to this current report.

Appendix No. 1 - consolidated text of the Articles of Association of the Company adopted on the basis of the resolution No. 36/2020 of the OGM of the Company dated October 15, 2020.
Załączniki
PlikOpis
Appendix no 1 to CR 13_2021 - AoA_consolidated text_15.10.2020.pdfConsolidated text of AoA
MESSAGE (ENGLISH VERSION)

WORK SERVICE SPÓŁKA AKCYJNA
(pełna nazwa emitenta)
WORK SERVICE S.A.Usługi inne (uin)
(skrócona nazwa emitenta)(sektor wg. klasyfikacji GPW w W-wie)
53-413Wrocław
(kod pocztowy)(miejscowość)
Gwiaździsta66
(ulica)(numer)
+48 71 37 10 900+48 71 37 10 938
(telefon)(fax)
www.workservice.pl
(e-mail)(www)
897-16-55-469932629535
(NIP)(REGON)

PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
DataImię i NazwiskoStanowisko/FunkcjaPodpis
2021-02-26Iwona SzmitkowskaPresident of the Management Board
2021-02-26Nicola Dell'EderaVice-President of the Management Board

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