Registration of a share capital increase and amendments to the Articles of Association of the Company
(Current Report No. 22/2025)
02.04.2025 /Issuer/
Legal basis:
Article 56 (1)(2) Act on Public Offering – current and periodic information
The Management Board of CCC S.A. with its registered office in Polkowice (the “Company”) hereby announces that on 2 April 2025 it has received information that the District Court for Wrocław-Fabryczna in Wrocław, made an entry in the register of entrepreneurs kept for the Company of the amendment of the Articles of Association of the Company, including the increase of the Company’s share capital from the amount of PLN 6,886,800.00 (six million eight hundred and eighty-six thousand eight hundred Polish zloty 00/100) to the amount of PLN 7,702,589.40 (seven million seven hundred and two thousand five hundred and eighty-nine zlotys 40/100) through the issue of 8,157,894 (eight million one hundred fifty-seven thousand eight hundred ninety-four) Series N ordinary bearer shares of the Company with the nominal value of PLN 0.10 each (the “New Issue Shares”) (the “Registration”) issued pursuant to Resolution No. 5/NWZA/2025 of the Extraordinary General Meeting of the Company of 17 March 2025 regarding an increase of the Company’s share capital by way of issuing Series N ordinary bearer shares, excluding the existing shareholders’ preemptive rights with respect to all Series N shares, seeking the admission and introduction of the Series N and Series N Shares Rights to Shares to trading on the regulated market operated by the Warsaw Stock Exchange, dematerialization of the Series N shares and the Series N Rights to Shares and authorization to execute an agreement for the registration of the Series N shares and Series N Rights to Shares in the national depository of securities, as well as amending the Articles of Association of the Company.
As at the date of this current report, the total number of votes attached to all the shares issued by the Company (after the Registration) is 83,675,894 (eighty-three million six hundred seventy-five thousand eight hundred ninety-four) with the share capital being represented by 77,025,894 (seventy-seven million twenty-five thousand eight hundred ninety-four) shares in the Company with the nominal value of PLN 0.10 (ten grosz) each, including:
1) 6,650,000 Series A1 preferred registered shares;
2) 13,600,000 Series A2 ordinary bearer shares;
3) 9,750,000 Series B ordinary bearer shares;
4) 2,000,000 Series C ordinary bearer shares;
5) 6,400,000 Series D ordinary bearer shares;
6) 768,000 Series E ordinary bearer shares;
7) 2,000,000 Series H ordinary bearer shares;
8) 6,850,000 Series I ordinary bearer shares;
9) 6,850,000 Series J ordinary bearer shares;
10) 5,878,535 Series L ordinary bearer shares;
11) 8,121,465 Series M ordinary bearer shares; and
12) 8,157,894 Series N ordinary bearer shares.
The Management Board of the Company presents below the amendments introduced to the articles of association of the Company. Wording of the amended and added sections of the Company’s Articles of association after the Registration:
- amendments made pursuant to a resolution of the Extraordinary General Meeting dated 17 March 2025 No. 5/NZWA/2025:
Ҥ 6.
1. The share capital of the Company is PLN 7,702,589.40 (seven million seven hundred two thousand five hundred eighty-nine zlotys 40/100).
2. The share capital is divided into 77,025,894 (seventy-seven million twenty-five thousand eight hundred ninety-four) shares with the nominal value of PLN 0.10 (ten grosz) each, including:
1) 6,650,000 (six million six hundred fifty thousand) Series A1 preferred registered shares with serial numbers from 0,000,001 to 6,650,000;
2) 13,600,000 (thirteen million six hundred thousand) Series A2 ordinary bearer shares with serial numbers from 00,000,001 to 13,600,000;
3) 9,750,000 (nine million seven hundred fifty thousand) Series B ordinary bearer shares with serial numbers from 0,000,001 to 9,750,000;
4) 2,000,000 (two million) Series C ordinary bearer shares with serial numbers from 0,000,001 to 2,000,000;
5) 6,400,000 (six million four hundred thousand) Series D ordinary bearer shares with serial numbers from 0,000,001 to 6,400,000;
6) 768,000 (seven hundred sixty eight thousand) Series E ordinary bearer shares with serial numbers from 000,001 to 768,000;
7) 2,000,000 (two million) Series H ordinary bearer shares with serial numbers from 0,000,001 to 2,000,000;
8) 6,850,000 (six million eight hundred fifty thousand) Series I ordinary bearer shares with serial numbers from 0,000,001 to 6,850,000;
9) 6,850,000 (six million eight hundred fifty thousand) Series J ordinary bearer shares with serial numbers from 0,000,001 to 6,850,000;
10) 5,878,535 (five million eight hundred seventy-eight thousand five hundred thirty-five) Series L ordinary bearer shares with serial numbers from 0,000,001 to 5,878,535;
11) 8,121,465 (eight million one hundred twenty-one thousand four hundred sixty-five) Series M ordinary bearer shares with serial numbers from 0,000,001 to 8,121,465;
12) 8,157,894 (eight million, one hundred and fifty-seven thousand, eight hundred and ninety-four) Series N ordinary bearer shares with serial numbers 0,000,001 to 8,157,894”.
- amendments made pursuant to a resolution of the Extraordinary General Meeting dated 17 March 2025 No. 3/NZWA/2025:
Ҥ 6c
1. Pursuant to Resolution No. 3/EGM/2025 of the Extraordinary General Meeting, the Company's share capital is conditionally increased by no more than PLN 250,000.00 (two hundred and fifty thousand zlotys) through the issuance of no more than 2,500,000 (two million five hundred thousand) Series O ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
2. The entities entitled to subscribe for Series O shares are the holders of series D subscription warrants issued by the Company pursuant to Resolution No. 4/EGM/2025 of the Extraordinary General Meeting dated 17 March 2025, who may exercise their right to subscribe for Series O shares until 30 June 2027.
3. Series O Shares may be paid for in cash only.”
- amendments made pursuant to a resolution of the Extraordinary General Meeting dated 17 March 2025 No. 6/NZWA/2025:
“ 6d.
1. Pursuant to Resolution No. 6/EGM/2025 of the Extraordinary General Meeting, the Company's share capital is conditionally increased by no more than PLN 300.000 (three hundred thousand zlotys) through the issuance of no more than 3,000,000 (three million) Series P ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
2. The persons eligible to subscribe for Series P shares are the holders of series E subscription warrants issued by the Company pursuant to Resolution No. 6/EGM/2025 of the Extraordinary General Meeting of 17 March 2025, who may exercise their right to subscribe for series P shares from the day of subscribing for series E subscription warrants until the 5th (fifth) anniversary of adopting resolution No. 6/EGM/2025 of the Extraordinary General Meeting.
3. Series P Shares may be paid for in cash only.”
A consolidated text of the articles of association of the Company incorporating the above amendments will be disclosed to the public when such consolidated text of the Articles of Association is determined by the Supervisory Board of the Company pursuant to the authorization contained in the Resolution.