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Draft resolutions proposed for adoption by the

Ordinary Meeting of Shareholders of

Work Service S.A.

As of 27th June 2014

Draft Resolution to Item 2 of the agenda

Resolution no 1/2014

of Ordinary General Meeting of

Work Service Spółka akcyjna

as of 27 June 2014

Concerning the election of Chairman

of Ordinary General Meeting

Ordinary General Meeting of Work Service Spółka akcyjna [Joint Stock Company] resolves to elect the Chairman of

the Ordinary General Meeting in person of…………….





as of 27 June 2014

Concerning the election of Returning Committee

§ 1

The Ordinary General Meeting shall elect the Returning Committee composed of:

………………………………...

§ 2

This Resolution shall come into force on the date of its adoption.





as of 27 June 2014

Concerning the adoption of agenda of the meeting

Ordinary General Meeting of Work Service Spółka akcyjna adopts the following agenda of the meeting:

2

1. Opening of the General Meeting.

2. Election of the Chairman of the Meeting,

3. Confirming the correctness of convening the Meeting and its ability to adopt resolutions,

4. Election of a returning committee,

5. Adoption of the agenda,

6. Abrogating in its entirety § 6a of the Articles of Association of the Company in the current following wording:

„§6a.

1. The share capital of the Company shall be conditionally increased by not more than PLN 438,096 (four

hundred, thirty eight thousand and ninety six zlotys) by the issuance of not more than 4,380,952 (four million,

three hundred eighty thousand, nine hundred and fifty two) ordinary bearer shares of series M with a nominal

value of 0.10 zloty (ten grosz) each.

2. The purpose of the conditional increase of share capital is to grant the right to subscribe for shares of series

M to holders of convertible series P bonds issued pursuant to Resolution no. 2 of the Extraordinary General

Meeting held on 20 December 2011.

3. Persons entitled to subscribe for shares of series M shall be the holders of series P bonds convertible to

series M shares of the Company, referred to in paragraph 2 above, excluding the pre-emptive right of the

existing shareholders.

4. The right to subscribe for series M shares may be exercised no later than the date specified as the bonds

maturity date in terms and conditions of the issuance, however, no later than until 31 March 2014."

7. Consideration of the Management Board’s report on the business activity of Work Service S.A. for the

accounting year 2013 and adoption of a resolution approving the Management Board’s report on the business

activity of Work Service S.A. for the previous accounting year that is for 2013,

8. Consideration of the financial statements of Work Service S.A. for year 2013, and adoption of a resolution

approving the financial statements of Work Service S.A. for the previous accounting year that is for 2013,

9. Adoption of a resolution concerning the distribution of profit of Work Service S.A. for year 2013,

10. Consideration of the Management Board’s report on the business activity of Work Service capital group for

2013, and adoption of a resolution approving the Management Board’s report on the business activity of Work

Service capital group for the previous accounting year that is for 2013,

11. Consideration of the consolidated financial statements of Work Service capital group for 2013, and adoption of

a resolution approving the consolidated financial statements of Work Service capital group for the previous

accounting year that is for 2013,

12. Adoption of resolutions on the acknowledgement of the fulfilment of the duties by the members of the bodies

of Work Service S.A. in the accounting year 2013.

13. Adoption of a resolution on approval of the Supervisory Board’s report for the year 2013.

14. Adoption of a resolution regarding appointment of Members of the Supervisory Board for a new term.

15. Adoption of a resolution establishing the fixed remuneration for the Chairman of the Audit Committee and

amendments to the General Meeting resolutions on the determination of the remuneration for the Members of

the Supervisory Board of Work Service S.A.

3

16. Adoption of the resolution on increasing the share capital of Work Service S.A. by the amount of PLN 9151.10

through the issuance in a private placement of 91,511 common bearer shares of series P, with the exclusion of

pre-emptive rights of the existing shareholders, amendments to the Company's Articles of Association in

connection with the share capital increase, dematerialisation of shares of Series P and application for

admission of the Company shares to trading on a regulated market operated by the Warsaw Stock Exchange

S.A. in Warsaw. Proposed amendment to the Articles of Association of the Company relates to replacing

current wording of § 6 section 1 by a new wording, which is as follows:

„1. Share capital of the Company amounts to 6,003,950.70 PLN (say: six million three thousand nine

hundred fifty 70/100) and is divided into:

a) 750,000 (say: seven hundred fifty thousand) shares of series A of nominal value of 10 (say: ten) grosz each,

b) 5,115,000 (say: five million one hundred fifteen thousand) shares of series B of nominal value of 10 (ten)

grosz each,

c) 16,655,000 (sixteen million six hundred fifty-five thousand) shares of series C of nominal value of 10 (ten)

grosz each,

d)100,000 (say: one hundred thousand) shares of series D of nominal value of 10 (ten) grosz each,

e)100,000 (say: one hundred thousand) shares of series E of nominal value of 10 (ten) grosz each,

f) 7,406,860 (seven million four hundred six thousand eight hundred sixty) shares of series F of nominal value

of 10 (ten) grosz each,

g) 2,258,990 (two million two hundred fifty-eight thousand nine hundred ninety) shares of series G of nominal

value of 10 (ten) grosz each,

h) 9,316,000 (nine million three hundred sixteen thousand) shares of series H of nominal value of 10 (ten)

grosz each,

i) 1,128,265 (one million one hundred twenty-eight thousand two hundred sixty-five) shares of series K of

nominal value of 10 (ten) grosz each,

j) 5,117,881 (five million one hundred seventeen thousand eight hundred eighty-one) shares of series L of

nominal value of 10 (ten) grosz each,

k) 12,000,000 (twelve million) shares of series N of nominal value of 10 (ten) grosz each.

l) 91,511 (ninety one thousand five hundred eleven) shares of series P of nominal value of 10 (ten) grosz

each.”

17. Adoption of a resolution on the issuance through private subscription of 219,000 registered subscription

warrants series C, conditional increase of the share capital of Work Service S.A. by amount not greater than

PLN 21,900 by issuing through private subscription 219,000 new ordinary bearer shares of series R, excluding

the pre-emptive right of existing shareholders of the Company, in order to grant rights to subscribe for shares

to the holders of subscription warrants of series C and amendment of the Articles of Association of the

Company connected with such increase of the share capital, dematerialisation of Company shares of series R

and application for admission of Company shares of series R to trading on the regulated market of Warsaw

Stock Exchange S.A in Warsaw. Proposed amendment of the Articles of Association of the Company consists

of introducing clause 6a with a new following wording:

4

“§ 6 a.

1. The share capital of the Company shall be conditionally increased by not more than PLN 21.900 (twenty

one thousand nine hundred zlotys) by the issuance of not more than 219.000 (say: two hundred nineteen

thousand) ordinary bearer shares of series R with a nominal value of PLN 0.10 (ten grosz) each.

2. The purpose of the conditional increase of share capital is to grant the right to subscribe for shares of

series R to holders of Subscription Warrants of series C issued pursuant to Resolution no. 38/2014 of the

Extraordinary General Meeting held on 27 June 2014.

3. Persons entitled to subscribe for shares of series R shall be the holders of Subscription Warrants of series

C referred to in section 2 above, excluding the pre-emptive right of the existing shareholders

4. Rights to acquire shares of Series R under the Series C Subscription Warrants can be exercised no earlier

than 30 June 2018 and no later than 31 July 2018, with the exception of Series C Subscription Warrants

granted to Entitled Key Managers, who have been employed in the company for less than 18 months during

the duration of the Management Options Programme (i.e. the period from 1 January 2013 to 31 December

2017). These Warrants shall be transferred to Reserve under the Management Option Programme, for use

at the discretion of the Supervisory Board in accordance with § 1, clause III, subclause 2 of Resolution No.

24/2013 of Ordinary General Meeting of Work Service S.A. held on 27 June 2013. "

18. Adoption of a resolution on consent to conclude Annex no 1 dated [___] 2014 to the agreement of registered

pledge on assets dated 9 of May 2013 between the Company as Pledger and BNP Paribas Bank Polska S.A.as

Pledgee and actions carried out by the Company in connection with the execution of the Annex.

19. Any other business.

20. Closing of the General Meeting.





as of 27 June 2014

on abrogating in its entirety § 6a of the Company's Articles of Association

§ 1

Ordinary General Meeting hereby abrogates in its entirety § 6a of the Company's Articles of Association in the current

following wording:

„§6a.

1. The share capital of the Company shall be conditionally increased by not more than PLN 438,096 (four hundred,

thirty eight thousand and ninety six zlotys) by the issuance of not more than 4,380,952 (four million, three hundred

eighty thousand, nine hundred and fifty two) ordinary bearer shares of series M with a nominal value of PLN 0.10 (ten

grosz) each.

5

2. The purpose of the conditional increase of share capital is to grant the right to subscribe for shares of series M to

holders of convertible series P bonds issued pursuant to Resolution no. 2 of the Extraordinary General Meeting held on

20 December 2011.

3. Persons entitled to subscribe for shares of series M shall be the holders of series P bonds convertible to series M

shares of the Company, referred to in paragraph 2 above, excluding the pre-emptive right of the existing shareholders

4. The right to subscribe for series M shares may be exercised no later than the date specified as the bonds maturity

date in terms and conditions of the issuance, however, no later than until 31 March 2014."

§ 2

The Ordinary General Meeting of the Company, pursuant to Art. 430 § 5 of the Commercial Companies Code,

authorises the Supervisory Board to prepare the consolidated text of Company's Articles of Association, taking into

account the amendment of the Articles referred to in § 1 of this Resolution.

JUSTIFICATION:

In connection with the adoption, by Work Service SA Management Board, of resolution No. 2 on early purchase of

series P bonds convertible into shares of series M, dated 28 March 2013 and the resolution of the Supervisory Board

No. 3 dated 29 March 2013, expressing consent to the early purchase of series P bonds, all series P bonds were

purchased on 5 April 2013., and documents of series P bonds were redeemed on that date. Therefore provisions of § 6a

have become devoid and therefore it is reasonable to abrogate a whole § 6a of Company's Articles of Association.





as of 27 June 2014

on consideration of the Management Board’s report on the business activity of Work Service S.A. for the

previous accounting year, i.e. 2013

Ordinary General Meeting, having reviewed report on Work Service S.A. Management Board activity for the year 2013

resolves as follows.

§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its registered office in Wroclaw,

after reviewing, approves the report on Work Service SA Management Board activity in year 2013.

§ 2


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JUSTIFICATION:

The report of Work Service SA Management Board for year 2013 has been positively assessed by the Supervisory

Board in Resolution No. 1 as of 16 May 2014. The Supervisory Board also included in this resolution recommendation

and request to the General Meeting for approval of the report.





as of 27 June 2014

on consideration of the financial statements of Work Service S.A.

for previous accounting year, i.e.2013

Ordinary General Meeting of Shareholders, having reviewed the financial statements of Work Service S.A. for the year

2013 resolves as follows.

§ 1

Ordinary General Meeting of Shareholders under the firm Work Service SA with its registered office in Wroclaw, after

reviewing, approves the financial statements of Work Service S.A. for the year 2013, which includes:

1) the notes of implemented accounting policies

2) statement of financial position as at 31 December 2013, indicating assets and liabilities in the amount of PLN

400,474,034.76,

3) the statement of comprehensive income for the financial year 2013 with a net profit of PLN 4,599,556.92,

4) statement of changes in equity for the fiscal year 2013, showing an increase in equity by PLN 101,832,960.76

5) statement of cash flows for the period from 1 January 2013 to 31 December 2013, indicating an increase in net

cash flow by the amounting of PLN 8,117,931.55

6) additional notes and explanations.

§ 2


JUSTIFICATION:

The financial statements of Work Service S.A. for the fiscal year 2013 have been positively assessed by the Supervisory

Board in Resolution No. 1 of 16 May 2014. The Supervisory Board also included in this resolution recommendation

and request to the General Meeting for approval of the Statement.

7





as of 27 June 2014

on distribution of profit of Work Service SA for the year 2013.

§ 1

Ordinary General Meeting of Shareholders of Work Service S.A. decides to allocate the profit earned by the Company

in the year 2013 in the amount of PLN 4,599,556.92 entirely to supplementary capital.

§ 2


JUSTIFICATION:

By Resolution No. 1 as of 30 May 2014, the Management Board of Work Service S.A. applied to Ordinary General

Meeting to allocate the net profit earned by the Company in 2013 in the total amount of PLN 4.599.556,92 entirely to

supplementary capital.

By Resolution No. 2 dated 16 May 2014, the Supervisory Board positively assessed the request of the Management

regarding the distribution of profit for the year 2013.





as of 27 June 2014

on consideration of the Management Board’s report on the business activity of Work Service Capital Group for

the previous accounting year, i.e. 2013

Ordinary General Meeting of Shareholders, having reviewed the report on Work Service Capital Group activity for the

year 2013, resolves as follows.

8

§ 1


after reviewing, approves the report on Work Service Capital Group activity for the year 2013.

§ 2


JUSTIFICATION:

The report on Work Service Capital Group activity for the financial year 2013 has been positively assessed by the

Supervisory Board in Resolution No. 1 as of 16 May 2014. In the resolution the Supervisory Board has also concluded

recommendation and proposal to the General Meeting for approval of the Report.





as of 27 June 2014

on consideration of the Management Board’s consolidated financial statements of the Work Service Capital

Group for the previous accounting year, i.e. for 2013

Ordinary General Meeting of Shareholders, having reviewed the financial statements of the Work Service Capital

Group for the year 2013, resolves as follows.

§ 1


after reviewing, approves the consolidated financial statements of the Work Service Capital Group for the year 2013,

which includes:

1) consolidated statement of financial position, indicating assets and liabilities amounting to PLN

470,372,569.84;

2) Consolidated profit and loss account for the year from 1 January to 31 December 2013, showing a net profit of

PLN 29,484,916.77;

3) consolidated statement of comprehensive income for the year from 1 January to 31 December 2013, showing

an income of PLN 21,395,062.14;

4) Consolidated statement of changes in equity for the period from 1 January to 31 December 2013, showing an

increase in equity of PLN 113,021,784.94;

5) consolidated statement of cash flows for the period from 1 January 2013 to 31 December 2013, indicating an

increase in net cash flow by the amount of PLN 29.449.159,86

9

6) notes and explanations to the consolidated financial statements.

§ 2


JUSTIFICATION:

Consolidated financial statement of Work Service Capital Group activity for the financial year 2013 has been positively

assessed by the Supervisory Board in Resolution No. 1 as of 16 May 2014. In the resolution the Supervisory Board has

also concluded recommendation and proposal to the General Meeting for approval of the Report.





as of 27 June 2014

on the acknowledgement of the fulfilment of the duties by the members of the bodies of Work Service S.A. in the

accounting year 2013.

§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its registered office in Wroclaw

grants Tomasz Hanczarek acknowledgement of the fulfilment of duties as President of the Management Board for the

period from 1 January to 31 December 2013.

§ 2


JUSTIFICATION to resolutions from 10/2014 to 27/2014:

Article 395 § 2 point 3) of the Code of Commercial Companies and § 10 clause 1 letter d) of the Articles of Association

of Work Service S.A..




as of 27 June 2014



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§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Dariusz

Rochman acknowledgement of the fulfilment of duties as Vice President of the Management Board for the period from

1 January to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Piotr

Ambrozowicz acknowledgement of the fulfilment of duties as Vice President of the Management Board f for the period

from 1 January to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Robert

Knights acknowledgement of the fulfilment of duties as Vice President of the Management Board for the period from 1

January to 31 December 2013.

§ 2


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as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Paul

Christodoulou acknowledgement of the fulfilment of duties as Vice President of the Management Board for the period

from 1 January to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Tomasz

Ślęzak acknowledgement of the fulfilment of duties as Vice President of the Management Board for the period from 17

May to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

12

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Panagiotis

Sofianos acknowledgement of the fulfilment of duties as Chairman of Supervisory Board for the period from 1 January

to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Tomasz

Misiak acknowledgement of the fulfilment of duties as Vice Chairman of Supervisory Board for the period from 1


§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Arkadiusz

Ignasiak acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 1 January to

31 December 2013.

§ 2


13




as of 27 June 2014



§ 1


Kukowski acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 1 January

to 22 October 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Wiesław

Skrobowski acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 1


§ 2





as of 27 June 2014



§ 1

14

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Everett

Kamin acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 1 January to

31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Pierr

Mellinger acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 11 March

to 31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Rossen

Hadjiev acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 11 March to

31 December 2013.

§ 2




15


as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Mirosław

Krutin acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 11 March to

21 May 2013.

§ 2





as of 27 June 2014



§ 1


Kaminski acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 27 June to

31 December 2013.

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Geza

Szephalmi acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 10

October to 31 December 2013.

16

§ 2





as of 27 June 2014



§ 1

Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its seat in Wroclaw grants Maciej

Witucki acknowledgement of the fulfilment of duties as member of Supervisory Board for the period from 13

November to 31 December 2013.

§ 2


Draft Resolution to Item 13 of the agenda.




as of 27 June 2014

on approval of Company’s Supervisory Board report for the year 2013.

§ 1

The Ordinary General Meeting of Shareholders under the firm Work Service S.A. with its registered office in Wroclaw

approves, after reviewing, the report of the Supervisory Board for the year 2013.

§ 2


JUSTIFICATION:

Report of the Supervisory Board for the year 2013 was approved by Resolution No. 1 of the Supervisory Board from 16

May 2014 and is included in the documents for the Annual General Meeting of Shareholders, published on the website

www.workservice.pl

17





as of 27 June 2014

on the appointment of a new member of the Supervisory Board for next term of office

§ 1

The Annual General Meeting hereby appoints Panagiotis Sofianos to the Supervisory Board for a joint three-year term

and defines his function as Chairman of the Supervisory Board.

§ 2


JUSTIFICATION to resolutions from 29/201 to 35/2014:

In accordance with § 12 clause 10 of Company's Articles of Association, Members of Supervisory Board of Work

Service S.A. shall be appointed for a joint three-year term. Current term of office of the members of this body began on

30 June 2011 and expires on 30 June 2014, hence the need for the appointment of members of the Supervisory Board

for a new term. The General Meeting of Shareholders of Work Service S.A. has the power to appoint and dismiss 7 out

of 9 members of the Supervisory Board. Investor as defined in § 26 of the Articles of Association of the Company has

an individual right, granted under § 12 section 4 of the Company's Articles of Association, to appoint and dismiss two

members of the Supervisory Board in the form of a written notification addressed to the Company.




as of 27 June 2014

on the appointment of a new member of the Supervisory Board for next term of office

§ 1

The Ordinary General Meeting hereby appoints Tomaasz Misiak to the Supervisory Board for a joint three-year term

and defines his function as Deputy of Chairman of the Supervisory Board.

§ 2


18




as of 27 June 2014

on the appointment of a new member of the Supervisory Board for next term office

§ 1

The Annual General Meeting hereby appoints Wiesław Skrobowski to the Supervisory Board for a joint three-year term

and defines his function as member of the Supervisory Board.

§ 2





as of 27 June 2014


§ 1

The Annual General Meeting hereby appoints Everett Kamin to the Supervisory Board for a joint three-year term and

defines his function as member of the Supervisory Board.

§ 2





as of 27 June 2014


§ 1

The Annual General Meeting hereby appoints Piotr Kamiński to the Supervisory Board for a joint three-year term and


§ 2



19



as of 27 June 2014


§ 1

The Annual General Meeting hereby appoints Maciej Krzysztof Witucki to the Supervisory Board for a joint three-

year term and defines his function as member of the Supervisory Board.

§ 2





as of 27 June 2014


§ 1

The Annual General Meeting hereby appoints Piotr Żabski to the Supervisory Board for a joint three-year term and


§ 2






as of 27 June 2014

on establishing the fixed remuneration for the Chairman of the Audit Committee and amendments to the

General Meeting of Shareholders resolutions on the determination of the remuneration for the Members of the

Supervisory Board of Work Service S.A.

§ 1

The Annual General Meeting of Shareholders of Work Service S.A. hereby agreed fixed remuneration for the

Supervisory Board member acting as Chairman of the Audit Committee in the amount of PLN 4.000,00 gross per

month.

20

§ 2

Ordinary General Meeting of Shareholders of Work service S.A. hereby amends Resolution No. 1 of the Extraordinary

General Meeting of Shareholders as of 25 August 2006 covered by the Minutes prepared before the notary Krzysztof

Legięć, running a Notary's Office in Wroclaw (Rep. A 3083/2006) in such a way that the following provision shall be

added to the current wording:

"Chairman of the Supervisory Board, who also acts as the Chairman of the Audit Committee, if he receives a fixed

monthly salary due to this function, on the basis of a separate resolution of the General Meeting of Shareholders, shall

not be entitled to the above mentioned remuneration ".

§ 3


General Meeting of Shareholders as of 25 August 2006 covered by the Minutes prepared before the notary Krzysztof



"First Vice-Chairman of the Supervisory Board and Member of the Supervisory Board, who also acts as the Chairman

of the Audit Committee and receives a fixed monthly salary due to this function, on the basis of a separate resolution of

the General Meeting of Shareholders, shall not be entitled to the above mentioned remuneration ".

§ 4


General Meeting of Shareholders as of 5 April 2007 covered by the Minutes prepared before the notary Krzysztof



"Chairman of the Supervisory Board, First Vice-Chairman of the Supervisory Board and Member of the Supervisory

Board, who also acts as the Chairman of the Audit Committee and receives a fixed monthly salary due to this function,

on the basis of a separate resolution of the General Meeting of Shareholders, shall not be entitled to the above

mentioned remuneration ".

§ 5


General Meeting of Shareholders as of 28 July 2008 covered by the Minutes prepared before the notary Krzysztof

Legięć, running a Notary's Office in Wroclaw (Rep. A 4779/2008) in such a way that after clause 4 a clause 4a with the

following wording shall be added:

21

„4a. "Chairman of the Supervisory Board, Vice-Chairman of the Supervisory Board and Member of the Supervisory

Board, if also act as the Chairman of the Audit Committee and receive a fixed monthly salary due to this function, on

the basis of a separate resolution of the General Meeting of Shareholders, shall not be entitled to the remuneration

referred to in clause 2 and 3".

§ 6


JUSTIFICATION:

The justification for adoption of this resolution in terms of § 1 is the intention of rewarding the person holding the

position of Chairman of the Audit Committee for the permanent activities connected to the specified function. The

amount of the proposed remuneration is justified by the workload associated with the performance of the duties of the

Audit Committee.

The justification for adoption of a resolution in terms of § 2 - § 5 is the intention to exclude the person who shall be

remunerated on a monthly basis for the duties of the Chairman of the Audit Committee of the Company's existing

principles of remuneration of Chairman, Vice Chairman and members of the Supervisory Board in such a way that the

person who is the Chairman of the Audit Committee shall only receive a monthly fixed remuneration referred to in

clause 1 of the draft resolution and simultaneously not receive additional compensation for participation in Management

Board meetings, teleconferences and video conferences related to the performance of duties related to the duties of the

Supervisory Board, for which he will receive a fixed monthly salary.





as of 27 June 2014

on increasing the share capital of Work Service S.A. by the amount of PLN 9,151.10 through the issuance in a

private placement of 91,511 common bearer shares of series P, with the exclusion of pre-emptive rights of the

existing shareholders, amendments to the Company's Articles of Association in connection with the share capital

increase, dematerialisation of shares of Series P and application for admission of the Company shares to trading

on a regulated market operated by the Warsaw Stock Exchange S.A. in Warsaw.

The Ordinary General Meeting of Work Service S.A. with its registered office in Wrocław (the "Company"), hereby

resolves as follows:

22

§ 1

1. The Company's share capital shall be increased by the amount PLN 9151.10 (say: nine thousand one hundred fifty-

one zloty 10/100) through the issuance of 91,511 (say: ninety-one thousand five hundred and eleven) ordinary

bearer shares of series P with a nominal value of PLN 0.10 (say ten grosz) each ("Series P Shares").

2. The total issue price of 91.511 of Series P shares was determined in the amount of PLN 9,151.10 (nine thousand

one hundred fifty-one zloty 10/100).

3. Series P Shares shall participate in the dividend starting from distributions of income which is intended for

distribution for the fiscal year 2014, ended 31 December 2014.

4. Series P Shares shall be fully paid in cash.

5. Issuance of Series P Shares shall be carried out by private subscription addressed to the Management Board

Members entitled to EBIT Bonus under the terms of Resolution No. 1 of the Supervisory Board dated 10 April

2013, who within the period specified in Resolution No. 2 of the Supervisory Board dated 10 April 2013 on the

draft terms of the distribution of the Annual EBIT Bonus in the form of shares and the Management Option

Programme, submitted to the Company a statement on the selection of EBIT Bonus payments in the mixed form,

i.e. 70% in cash and 30% in shares, i.e. to:

a) Tomasz Hanczarek – 19 823 shares

b) Dariusz Rochman – 19 823 shares

c) Tomasz Ślęzak – 12 225 shares

d) Robert Knights – 19 823 shares

e) Paul Christodoulou – 19 823 shares

6. The date of opening of subscription is fixed at 30 June 2014, and the date of closing the subscription at 10 July

2014.

7. Series P Shares shall be subject to blockade preventing their disposal for a period of 18 months from the date of

issue of Series P Shares.

§ 2

1. The General Meeting decides to apply for admission and introduction of Series P Shares to trading on the

regulated market of the Warsaw Stock Exchange.

2. Series P Shares shall be issued as securities not having form of a document and shall be subject to

dematerialisation within the meaning of the Act on Trading in Financial Instruments of 29 July 2005 (Journal of

Laws of 2010 No. 211, item. 1384 as amended).

§ 3

The Ordinary General Meeting of the Company, considering that it is in its interest, hereby resolves to deprive existing

shareholders of pre-emptive rights to Series P Shares, in its entirety.

At this point, the President read out the resolution of the Management Board containing the opinion justifying the

deprivation of the existing shareholders of pre-emptive rights to 91,511 (say: ninety-one thousand five hundred and

eleven) ordinary bearer shares of series P.

23

§ 4

1. The Ordinary General Meeting of the Company hereby authorises Management Board to:

a) Address this Resolution with the offer to acquire the Series P Shares to persons referred to in § 1 section 5

b) determine the other terms of issue of Series P Shares to the extent not governed

by this resolution;

c) take all factual and legal actions necessary to implement this Resolution, including, in particular, to submit all

applications, documents or notices to the Financial Supervision Commission, make the appropriate actions,

including the conclusion of appropriate agreements with the National Depository for Securities relating to the

registration of shares for dematerialisation, and to submit any applications, documents or notices to the

admission and introduction of Series P Shares to trading on the Stock Exchange in Warsaw S.A.

2. The Ordinary General Meeting of the Company, hereby appoints, pursuant to Art. § 379 of the CCC, the proxy in

person of …………………………….. to represent the Company in the agreements regarding acquisition of Series P

Shares with Management Board members referred to in § 1 section 5 hereof, to conclude the agreement on blockade of

Series P Shares and any other agreements with the members of the Management Board referred to in § 1 section 5, as

may be necessary to implement this resolution.

§ 5

The Ordinary General Meeting of the Company in connection with the share capital increase through the issuance of

Series P Shares amends the Company's Articles of Association in the way that § 6 clause 1 of the Articles of

Association of the Company shall read as follows:

„1. Share capital of the Company amounts to 6,003,950.70 PLN (say: six million three thousand nine hundred fifty

70/100) and is divided into:

a) 750,000 (say: seven hundred fifty thousand) shares of series A of nominal value of 10 (say: ten) grosz each,

b) 5,115,000 (say: five million one hundred fifteen thousand) shares of series B of nominal value of 10 (ten) grosz each,

c) 16,655,000 (sixteen million six hundred fifty-five thousand) shares of series C of nominal value of 10 (ten) grosz

each,

d) 100,000 (say: one hundred thousand) shares of series D of nominal value of 10 (ten) grosz each,

e) 100,000 (say: one hundred thousand) shares of series E of nominal value of 10 (ten) grosz each,

f) 7,406,860 (seven million four hundred six thousand eight hundred sixty) shares of series F of nominal value of 10

(ten) grosz each,

g) 2,258,990 (two million two hundred fifty-eight thousand nine hundred ninety) shares of series G of nominal value of

10 (ten) grosz each,

h) 9,316,000 (nine million three hundred sixteen thousand) shares of series H of nominal value of 10 (ten) grosz each,

i) 1,128,265 (one million one hundred twenty-eight thousand two hundred sixty-five) shares of series K of nominal


j) 5,117,881 (five million one hundred seventeen thousand eight hundred eighty-one) shares of series L of nominal


k) 12,000,000 (twelve million) shares of series N of nominal value of 10 (ten) grosz each.

l) 91,511 (ninety one thousand five hundred eleven) shares of series P of nominal value of 10 (ten) grosz each.”

24

§ 6

The Ordinary General Meeting of the Company, pursuant to Art. 430 § 5 of the Commercial Companies Code,

authorises the Supervisory Board to prepare the consolidated text of Company's Articles of Association, taking into

account the amendment of the Articles concerning the share capital increase, referred to in § 5 of this Resolution.

§ 7


JUSTIFICATION:

Adoption of the above resolution is a consequence of:

1. adoption by the Supervisory Board of Resolution No. 1 dated 10 April 2013 on the merits of the Annual

Bonus (hereinafter: EBIT Bonus) for the Management Board Members as defined in the resolution. According

to the resolution, if the actual value of the EBIT ratio is equal to the expected value of EBIT ratio or exceeds it,

than each member of the Management Board shall receive a premium of 0.8% of consolidated EBIT ratio for

the given year (EBIT Bonus). Consolidated EBIT ratio for the year 2013 amounted to PLN 80,533,756, so the

bonus shall be PLN 644,270.04

2. adoption by the Supervisory Board of Resolution No. 2 dated 10 April 2013 on the draft terms of the

distribution of EBIT Bonus, which provides the right of each member of the Management Board- who,

according to Resolution No. 1 of 10 April 2013, would be entitled to the EBIT Bonus- to choose the form of

payment of EBIT Bonus either in the form of cash or in the mixed form, i.e. 70% in cash and 30% in shares of

the Company. In case of choosing payment of EBIT Bonus in the company shares, the number of shares which

is to be covered shall be calculated according to the formula:

A = 30% of EBIT bonus / (average price of the Company share of six months x 75%), the average price of 6

months is calculated for the six months preceding the date of submission of the application by a member of the

Management Board for the payment of EBIT Bonus in this form, i.e. 7 April 2014.

3. choosing by five out of six entitled members of the Management Board referred to in point 1 and § 1 section 5

of the above resolution, of a mixed form of payment of EBIT Bonus, i.e. the payment of 70% of EBIT bonus in

cash, and 30% in Company shares. As regards to Tomasz Ślęzak, member of the Management Board, EBIT

Bonus shall be calculated in proportion to the number of days of 2013, during which he acted as a member of

the Management Board. In the absence of adoption of the resolution by the Extraordinary General Meeting of

Work Service S.A., the total EBIT Bonus shall be paid to entitled members of the Management Board in the

form of cash.





as of 27 June 2014

25

on the issue through private subscription of 219,000 registered subscription warrants series C, conditional

increase of the share capital of Work Service S.A. by amount not greater than PLN 21,900 by issuing through

private subscription not more than 219,000 new ordinary bearer shares of series R, excluding the pre-emptive

right of existing shareholders of the Company, in order to grant rights to subscribe for shares to the holders of

subscription warrants of series C and amendment of the Articles of Association of the Company connected with

such increase of the share capital, dematerialisation of Company shares of series R and application for

admission of Company shares of series R to trading on the regulated market of Warsaw Stock Exchange S.A in

Warsaw.

The Ordinary General Meeting of Work Service S.A. with its registered office in Wrocław (the "Company"), hereby

resolves as follows:

§ 1

1. Pursuant to art. 453 § 2 and 3 of the Commercial Companies Code ("CCC") the issuance of 219,000 bearer

subscription warrants of series C ("C Subscription Warrants") shall be adopted.

2. C Subscription Warrants shall be issued in the form of a document, and may be issued in collective sections.

3. C Subscription Warrants shall be issued free of charge.

4. One C Subscription Warrant shall entitle to subscribe for (one) R Series Share (as defined below).

5. Rights to acquire shares of Series R under C Subscription Warrants can be exercised no earlier than 30 June

2018 and no later than 31 July 2018, with the exception of C Subscription Warrants granted to Entitled Key

Managers (as defined below), who have been employed in the company for less than 18 months during the

duration of the Management Options Programme (i.e. the period from 1 January 2013 to 31 December 2017).

These Warrants shall be transferred to Reserve under the Management Option Programme, for use at the

discretion of the Supervisory Board in accordance with § 1, clause III, subclause 2 of Resolution No. 24/2013 of

Ordinary General Meeting of Work Service SA held on 27 June 2013. "

6. Management Board shall be authorised to issue Series C Subscription Warrants entitling to subscribe for Series

R Shares in the period from 30 June 2014 to 31 July 2014.

7. Series C Subscription Warrants, from which the right to acquire shares of Series R has not been exercised within

the period specified in § 1 section 5, shall expire.

8. Series C Subscription Warrants shall be offered for subscription by way of private placement addressed to the

following Entitled Key Managers of the Company:

a) Tomasz Hanczarek – 36.000 Series C Subscription Warrants

b) Dariusz Rochman – 36.000 Series C Subscription Warrants

c) Robert Knights – 36.000 Series C Subscription Warrants

d) Paul Christodoulou – 36.000 Series C Subscription Warrants

e) Ewa Klimczuk – 3750 Series C Subscription Warrants

f) Paweł Czastor - 3750 Series C Subscription Warrants

g) Andrzej Zieliński - 3750 Series C Subscription Warrants

h) Marcin Kapusta - 3750 Series C Subscription Warrants

i) Iwona Szmitkowska - 3750 Series C Subscription Warrants

j) Karina Kaczmarczyk - 3750 Series C Subscription Warrants

26

k) Jarosław Dymitruk - 3750 Series C Subscription Warrants

l) Krzysztof Inglot - 3750 Series C Subscription Warrants

m) Agata Zdybicka - 3750 Series C Subscription Warrants

n) Ziemowit Tokarski - 3750 Series C Subscription Warrants

o) Agnieszka Bełz - 3750 Series C Subscription Warrants

p) Aleksander Janeczek - 3750 Series C Subscription Warrants

q) Olga Kravchenko - 3750 Series C Subscription Warrants

r) Olga Victorova - 3750 Series C Subscription Warrants

s) Magda Richard - 3750 Series C Subscription Warrants

t) Everett Kamin - 3750 Series C Subscription Warrants

u) Piotr Adamczyk - 3750 Series C Subscription Warrants

v) Wioletta Kwaśny - 3750 Series C Subscription Warrants

w) Aneta Wruszczak – Gajewska - 3750 Series C Subscription Warrants

x) Maria Pertek - 3750 Series C Subscription Warrants

9. Series C Subscription Warrants are non-transferable.

§ 2

1. Pursuant to art. 432, 433 § 2, 448 § 1 and 2, item 3 and art. 449 of CCC, it is hereby adopted the increase the

share capital of Work Service in the amount not higher than PLN 21,900 zloty (twenty-one thousand nine

hundred) through the issuance of not more than 219,000 (say: two hundred nineteen thousand) of ordinary bearer

shares of series R, with the nominal value of PLN 0.10 (ten grosz) each ("Series R Shares”).

2. The purpose of the conditional increase of share capital is to grant the right to subscribe for Series R Shares to

holders of subscription warrant series C issued by Work Service pursuant to this Resolution. Acquisition of

Series R Shares shall take place within the period specified in § 1. 5 above.

3. Series R Shares shall be issued exclusively in exchange for cash contributions to the holders of Series C

Subscription Warrants who submit a written statement of acquisition of Series R Shares in accordance with

Article 451 § 1 CCC and pay the issue price for Series R Shares.

4. The issue price of the Series R Shares, issued to the holder of Series C Subscription Warrants, shall be PLN 0.10

(ten grosz) per Series R Share.

5. Series R Shares shall participate in the dividend starting from distributions of income which is intended for

distribution for the fiscal year 2018, ended 31 December 2018.

6. Series R Shares shall be issued as securities not having form of a document and shall be subject to

dematerialisation within the meaning of appropriate provisions on Trading in Financial Instruments. For this

purpose the Management Board shall be authorised to conclude an appropriate agreement with the National

Depository for Securities S.A. ("NDS") on registration (dematerialisation) of Series R Shares in securities

depository operated by NDS.

7. Series R Shares shall be subject of application for admission and introduction to trading on the regulated market

operated by the Warsaw Stock Exchange S.A. ("WSE"), which in the first place shall be the primary market of

27

the WSE, if the relevant criteria and the conditions are met -under the relevant laws and regulations of the WSE-

allowing the admission of Shares to trading on the primary market.

8. The Management Board shall be hereby authorised and obliged to:

a) to take any action relating to the submission of the offer to acquire C Subscription Warrants, allotment of

Series R Shares to the entitled persons mentioned in § 1 section 8 hereof.

b) take all actions and activities for release and introduction of Series R Shares to trading on the regulated market

operated by the WSE, including the submission of applications and notices to the Financial Supervision

Commission, submission of applications and conclusion of relevant agreements with the National Depository

for Securities S.A. ("NDS") and WSE;

c) perform all actions necessary to carry out the dematerialisation of all shares of Series R including the

conclusion with NDS of agreement for the registration of Series R Shares at securities depository operated by

NDS, for the purpose of its dematerialisation.

9. Within the scope not covered by this resolution, as regards to Series C Subscription Warrants, the provisions of

Resolution No. 24/2013 of Ordinary General Meeting of Work Service SA dated 27 June 2013, on the adoption

and establishing the rules of conducting Management Option Programme in Work Service SA and on the

authorisation of the Supervisory Board to perform the various tasks as defined in the Management Option

Programme, shall apply.

10. The Ordinary General Meeting of the Company, hereby appoint pursuant to Art. § 379 of the CCC, the proxy in

person of …………………………….. to represent the Company in submission of the offer to acquire

Subscription Warrants C to members of the Management Board, mentioned in § 1. 8 letter a)-d) of this

resolution, to represent the Company in agreements on acquisition of Shares of Series R with Management

Board members listed in § 1. 8 letter a)-d) of this resolution, as well as any other agreements with the members

of the Management Board referred to in § 1. 5, as may be necessary to implement this resolution.

§ 4

In the interest of Work Service the existing shareholders Work Service shall be deprived of the pre-emptive rights for

Subscription Warrants of Series C Shares and Series R Shares in its entirety.

At this point, the President read out the resolution of the Management Board containing the opinion justifying the

deprivation of the existing shareholders of pre-emptive rights to 219,000 (say: two hundred nineteen thousand) series C

subscription warrants and Series R Shares.

§ 5

In connection with the conditional share capital increase made pursuant to this Resolution, the Extraordinary General

Meeting of Work Service decides to add a new § 6a to the Articles of Association of Work Service with the following

wording:

„§ 6 a

1. The share capital of the Company shall be conditionally increased by not more than PLN 21.900 (twenty one

thousand nine hundred zlotys) by the issuance of not more than 219.000 (say: two hundred nineteen thousand)

ordinary bearer shares of series R with a nominal value of 0.10 zloty (ten grosz) each.

28

2. The purpose of the conditional increase of share capital is to grant the right to subscribe for shares of series R to

holders of convertible series C bonds issued pursuant to Resolution no. 38/2014 of the Extraordinary General

Meeting held on 27 June 2014.

3. Persons entitled to subscribe for shares of series R shall be the holders of Subscription Warrants of series C

referred to in section 2 above, excluding the pre-emptive right of the existing shareholders.

4. Rights to acquire shares of Series R under the Series C Subscription Warrants can be exercised no earlier than 30

June 2018 and no later than 31 July 2018, with the exception of Series C Subscription Warrants granted to Entitled

Key Managers, who have been employed in the company for less than 18 months during the duration of the

Management Options Programme (i.e. the period from 1 January 2013 to 31 December 2017). These Warrants

shall be transferred to Reserve under the Management Option Programme, for use at the discretion of the

Supervisory Board in accordance with § 1, clause III, subclause 2 of Resolution No. 24/2013 of Ordinary General

Meeting of Work Service SA held on 27 June 2013. "

§ 6


JUSTIFICATION:

Adoption of the above resolution is a consequence of:

1. adoption by the Ordinary General Meeting by Resolution No. 24/2013 of 27 June 2013, of the Management

Option Programme, assuming the issuance of the Company's subscription warrants convertible into shares of the

Company on terms set out in the aforesaid resolution, and determining the conditions for the acquisition of

warrants by Entitled Key Managers, the list of which was to be approved by the Supervisory Board;

2. approval of a list of Key Managers of the Company, by the Supervisory Board by Resolution No. 4 dated 2 April

2014 on the approval of the list of Key Managers for the purposes of the Management Option Programme of

Work Service SA,





as of 27 June 2014

on granting consent to conclude Annex no 1 dated [___] 2014 to the agreement of registered pledge on assets

dated 9 of May 2013 between the Company as Pledger and BNP Paribas Bank Polska S.A.as Pledgee and actions

carried out by the Company in connection with the execution of the Annex.

29

Acting pursuant to Art. 393 paragraph 3 of the Commercial Companies Code and § 10. 1 point h) of the Articles of

Association and article 17 § 2 of the Commercial Companies Code, The Ordinary General Meeting "Work Service SA"

hereby resolves as follows:

1. The Ordinary General Meeting "Work Service" S.A. hereby grants consent to conclude Annex no 1 dated [___]

2014 to the agreement of registered pledge on assets dated 9 of May 2013 between the Company as Pledger and

BNP Paribas Bank Polska S.A.as Pledgee in order to secure the receivables of BNP Paribas Bank Polska SA acting

as administrator of the pledge, FM PBP Bank SA. (formerly: Polski Bank Przedsiębiorczości S.A.), Millennium

Bank S.A., and Raiffeisen Bank Polska S.A. towards the Company under the credit agreement dated 5 May 2013,

as amended, in particular, by Annex No. 2 to the Credit Agreement dated [___] 2014

2. The Ordinary General Meeting "Work Service" S.A. hereby consents to and approves all actions made by the

Company in connection with the conclusion and execution of the provisions of the Annex, in particular, the

submission of an application for registration in the pledge register of change of registered pledge, provided for in

the Annex.

3. The Ordinary Meeting of Shareholders "Work service" SA confirms that the Management Board of the Company

has been and shall be entitled to the conclusion of the Annex and to take any action in connection with the

performance by the Company of the provisions of the Annex, in particular, to submit an application for registration

in the pledge register of change of registered pledge, provided for in the Annex.

4. This consent is granted indefinitely.

5. This Resolution shall come into force on the date of its adoption.

JUSTIFICATION:

The justification for adoption of this Resolution shall be intention to sign the Annex to the Credit Agreement dated 9

May 2013 with the value of PLN 105 000 000.00. This annex shall allow the refinancing of all existing debt of the

Group and provide funding for the current needs of the Group.

The proposed annex to the Credit Agreement includes the following changes in the Credit Agreement:

a) accession of Raiffeisen Bank Polska S.A. to the Credit Agreement and granting Working Capital Facility in the

amount of PLN 20 000 000.00 by this Bank,

b) increasing the maximum amount of Working Capital Facility granted by BNP Paribas Bank Polska S.A. to the

amount of PLN 32,500,000.

c) increasing the maximum amount of Working Capital Facility granted by Millenniun Bank SA to the amount of

PLN 32,500,000.

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