Registration of share capital increase and of amendments to the articles of association of CCC S.A.

(Current report No. 53/2017)

02.10.2017 /Issuer/

Legal basis:
Article 56 paragraph 1 point 2 of the Act on Public Offering – current and periodic information

Not for release, publication or distribution directly or indirectly, in or into the United States of America, Australia, Canada or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

The Management Board of CCC S.A. (the “Company”) hereby gives notice that on October 2, 2017, the District Court in Wrocław, IX Commercial Division of the National Court Register, entered in the Company’s file in the register of entrepreneurs the increase in the Company’s share capital from PLN 3,916,400.00 to PLN 4,116,400.00 through the issue of 2,000,000 ordinary bearer Series H shares in the Company with a nominal value of PLN 0.10 each (the “Registration”), effected pursuant to resolution of the Management Board of the Company dated September 6, 2017 on the increase in the share capital of the Company, by way of issuing ordinary bearer series H shares, within the limits of the authorized capital, on the depriving its current shareholders of the pre-emptive right with respect to the series H shares in entirety and on the amendment of the Articles of Association (the “Resolution”) and the amending of the Company’s articles of association in this regard.

As at the day of releasing this current report, the total number of votes attached to all the issued shares in the Company (following the Registration) is 47,814,000 votes, while the share capital is represented by 41,164,000 shares with a nominal value of PLN 0.10 each, including: (i) 6,650,000 preference registered shares of A1 series; (ii) 13,600,000 ordinary bearer shares of A2 series; (iii) 9,750,000 ordinary bearer shares of B series; (iv) 2,000,000 ordinary bearer shares of C series; (v) 6,400,000 ordinary bearer shares of D series; (vi) 764,000 ordinary bearer shares of E series; and (vii) 2,000,000 ordinary bearer shares of H series.

The management board of the Company hereby gives notice of the amendments made to the Company’s articles of association:

Wording of §6 Section 1 and 2 of the Company’s articles of association prior to the Registration:

“1. The share capital of the Company is PLN 3,916,400.00 (three million, nine hundred sixteen thousand four hundred zlotys).

2. The share capital is divided into 39,164,000 (thirty nine million, one hundred sixty four thousand shares of a par value of PLN 0.10 (ten grosz) each, specifically:

1) 6,650,000 (six million, six hundred fifty thousand) preference registered shares of A1 series, numbered 0.000.001 to 6.650.00;

2) 13,600,000 (thirteen million, six hundred thousand) ordinary bearer shares of A2 series, numbered 00.000.001 to 13.600.000;

3) 9,750,000 (nine million, seven hundred fifty thousand) ordinary bearer shares of B series, numbered 0.000.001 to 9.750.000;

4) 2,000,000 (two million) ordinary bearer shares of C series, numbered 0.000.001 to 2.000.000;

5) 6,400,000 (six million, four hundred thousand) ordinary bearer shares of D series, numbered 0.000.001 to 6.400.000. and

6) 764,000 (seven hundred sixty four thousand) ordinary bearer shares of E series, numbered 0.000.001 to 764.000.”

Wording of §6 Section 1 and 2 of the Company’s articles of association following the Registration:

“1. The share capital of the Company is PLN 4,116,400.00 (four million, one hundred sixteen thousand four hundred zlotys).

2. The share capital is divided into 41,164,000 (forty one million, one hundred sixty four thousand) shares of a par value of PLN 0.10 (ten grosz) each, specifically:

1) 6,650,000 (six million, six hundred fifty thousand) preference registered shares of A1 series, numbered 0.000.001 to 6.650.00;

2) 13,600,000 (thirteen million, six hundred thousand) ordinary bearer shares of A2 series, numbered 00.000.001 to 13.600.000;

3) 9,750,000 (nine million, seven hundred fifty thousand) ordinary bearer shares of B series, numbered 0.000.001 to 9.750.000;

4) 2,000,000 (two million) ordinary bearer shares of C series, numbered 0.000.001 to 2.000.000;

5) 6,400,000 (six million, four hundred thousand) ordinary bearer shares of D series, numbered 0.000.001 to 6.400.000;

6) 764,000 (seven hundred sixty four thousand) ordinary bearer shares of E series, numbered 0.000.001 to 764.000; and

7) 2,000,000 (two million) ordinary bearer shares of H series, numbered 0.000.001 to 2.000.000.”

The consolidated text of the Company’s articles of association, taking into account the above amendments, will be released in a separate current report once the consolidated text of the articles of association is determined by the Company’s supervisory board, in accordance with the authorization given in the Resolution.

Legal basis: § 5 Section 1 Item 9 and § 38 Section 1 Item 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a non-member state may be recognized as equivalent.

Disclaimer:

This current report is solely for information purposes and is by no means intended, whether directly or indirectly, to promote the subscription of the new shares and does not represent promotional material prepared or published by the Company for the purpose of promoting the new shares or their subscription or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the new shares. The Company has not published and has no intention of publishing any materials aimed at promoting the new shares or their subscription after the date of this current report.

This material is not intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.