Request to convene an Extraordinary Shareholder Meeting of CCC S.A. and to cancel the Extraordinary Shareholder Meeting of CCC S.A. convened on 28 October 2022
(Current Report No. 29/2022)
Article 17 sec. 1 of MAR - inside information
Article 56 sec. 1 point 2 of the Act on the offering – current and periodic information
Pursuant to Article 17 sec. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR Regulation”), the Management Board of CCC S.A. (“Company”) hereby reports that on 21 October 2022 it received from ULTRO S.à r.l. with its registered office in Luxembourg (“Shareholder”), a request to convene the Company’s Extraordinary General Meeting (the “Extraordinary General Meeting”) with the following agenda (the “Request”):
- Opening the Extraordinary General Meeting.
- Electing the Chairperson of the Extraordinary General Meeting.
- Ascertaining that the Extraordinary General Meeting has been properly convened and is capable of adopting binding resolutions.
- Adopting the agenda for the Extraordinary General Meeting.
- Adopting a resolution on the increase of the Company’s share capital through the issue of ordinary Series L and Series M shares and the exclusion of all the preemptive rights of its current shareholders in relation to all Series L and Series M Shares, the seeking of the admission and introduction of the Series L and Series M shares and the rights to Series M shares to trading on a regulated market operated by the Warsaw Stock Exchange, the dematerialization of Series L and Series M Shares and the rights to Series M Shares, the authorization to execute an agreement on the registration of Series L and Series M shares and the rights to Series M shares in the depository of securities, and on amendments to the Articles of Association of the Company.
- Adopting a resolution on covering the costs of the Extraordinary General Meeting.
- Closing the Extraordinary General Meeting.
The Request, together with the attachment – draft resolutions of the Extraordinary General Meeting – the Management Board of the Company provides in the attachment to this current report.
Information on convening the Extraordinary General Meeting along with an announcement prepared in accordance with Art. 4022 of the Polish Commercial Companies Code will be published in a separate current report.
As a part of the Request, the Shareholder submitted a motion to cancel the convening of the Extraordinary General Meeting convened on 28 October 2022, as notified by the Company in current report no. 22/2022 and 23/2022.
In the light of the opinions received by the Management Board from the Company’s shareholders regarding previous draft resolution of the Extraordinary General Meeting, the Management Board considers that the new draft resolution of the General Meeting on the increase of the Company's share capital attached to the Request, more comprehensively addresses the expectations of the Company's financial shareholders by enabling them to participate in the shares offering. As the new draft for formal reasons may not be addressed at the Extraordinary General Meeting convened on 28 October 2022, the Management Board of the Company considered the Shareholder's request as justified and resolved to cancel the Extraordinary General Meeting of the Company convened on 28 October 2022 at the registered office of the Company.