Extraordinary General Meeting- 03.08.2021
Announcement of the Management Board of CCC Spółka Akcyjna with the registered office in Polkowice on convening
an Extraordinary General Meeting of the Company
on 3rd August 2021 at 12:00 noon
Transmission: https://u1.unicomp-wza.pl/ccc/en.php
- Date, time and place of the Extraordinary General Meeting and detailed agenda
The Management Board of CCC S.A. with its registered office in Polkowice, at 6 Strefowa Street, entered in the Register of Entrepreneurs, kept by the District Court for Wrocław-Fabryczna in Wrocławiu, IX Commercial Department of the National Court Register, under National Court Register number /KRS/ 0000211692, acting on the basis of Article 399 § 1 in connection with Article 398 of Code of Commercial Companies and Article 4021 of the Code of Commercial Companies convenes the Extraordinary General Meeting (hereinafter referred to as the "General Meeting") for 3rd August 2021 at 12:00, at the registered office of the Company in Polkowice, at ul. Strefowa 6, 59-100 Polkowice, with the following agenda:
- Opening of the Extraordinary General Meeting.
- Election of the Chairman of the Extraordinary General Meeting.
- Declaring that the Extraordinary General Meeting has been duly convened and has the capacity to adopt resolutions.
- Approval of the agenda of the Extraordinary General Meeting.
- Adoption of a resolution on granting consent to the sale of CCC Spółka Akcyjna Oddział w Warszawie.
- Adoption of a resolution regarding (i) the issue of series 1/2021 bonds convertible into series K shares, (ii) depriving the Company's shareholders of all preemptive rights regarding series 1/2021 bonds, (iii) a conditional share capital increase issue of series K shares, (iv) depriving the Company's shareholders of all preemptive rights regarding series K shares and (v) an amendment to the Articles of Association
- Closing of the Extraordinary General Meeting.
Due to the intended changes to the Articles of Association in item 6 of the planned agenda, the Management Board of CCC S.A., on the basis of Article 402 § 2 of the Code of Commercial Companies announces the proposed changes to the Articles of Association of the Company.
Amendment to §6b para. 1 of the Articles of Association
Former wording:
"The conditional share capital of the Company shall be no more than PLN 317,892 (three hundred and seventeen thousand eight hundred and ninety-two zloty) and shall be divided into: (a) no more than 4,000 (four thousand) ordinary series E bearer shares with a nominal value of PLN 0.10 (ten groszy) each; (b) no more than 1,174,920 (one million one hundred and seventy-four thousand nine hundred and twenty) ordinary series F bearer shares with a nominal value of PLN 0.10 (ten groszy) each; and (c) 2,000,000 (two million) ordinary series G bearer shares with a nominal value of PLN 0.10 (ten groszy) each."
Proposed change:
"The conditional share capital of the Company shall be no more than PLN 541,092 (five hundred and forty one thousand and ninety two zloty) by issuing: (a) no more than 4,000 (four thousand) ordinary series E bearer shares with a nominal value of PLN 0.10 (ten groszy) each; (b) no more than 1,174,920 (one million one hundred seventy-four thousand nine hundred twenty) ordinary series F bearer shares with a nominal value of PLN 0.10 (ten groszy) each; (c) no more than 2. 000,000 (two million) series G ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each; and (d) no more than 2,232,000 (two million two hundred and thirty-two thousand) series K ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each."
Adding in §6b a new provision designated as §6b(9) with the following content:
"The purpose of the conditional share capital increase referred to in paragraph 1(d) above is to grant rights to subscribe for series K shares to holders of the Series 1/2021 Convertible Bonds ("Series 1/2021 Convertible Bonds") issued pursuant to the Extraordinary General Meeting's Resolution No. 4/NWZA/2021 of 3 August 2021 regarding (i) the issuance of series 1/2021 convertible bonds, (ii) fully waiving the Company's shareholders' pre-emptive rights to series 1/2021 convertible bonds, (iii) a conditional share capital increase through the issuance of series K shares, (iv) fully waiving the Company's shareholders' pre-emptive rights to series K shares, and (v) amendments to the Articles of Association. The holders of the Series 1/201 Convertible Bonds referred to above shall be authorised to subscribe for the series K shares, with the exclusion of the shareholders' pre-emptive right. The right to subscribe for series K shares arising from the Series 1/2021 Convertible Bonds may be exercised no later than 6 (six) months prior to the Redemption Date of the Series 1/2021 Convertible Bonds as specified in the terms and conditions of issue of the Series 1/2021 Convertible Bonds, however, no later than on 31 December 2027."
- Registration date for the General Meeting
The registration date for participation in the General Meeting is 18 July 2021. ("Registration Date").
- Shareholder's right to participate in the General Meeting
The right to participate in the General Meeting have the people who are shareholders of CCC S.A. on the Registration Day, i.e. persons who:
(a) sixteen days prior to the date of the General Meeting (i.e. 18 July 2021), the securities account will hold shares in the Company;
b) during the period from the date of the notice convening the General Meeting, i.e. from 5 July 2021 to the first weekday after the Registration Date, i.e. until 19 July 2021 (inclusive) request the entity maintaining the securities account to issue a registered certificate of the right to participate in the General Meeting.
- List of Shareholders
The Company shall determine the list of shareholders entitled to participate in the General Meeting on the basis of the list provided to it by the National Depository for Securities S.A.
The list referred to above is drawn up on the basis of information provided by the entities keeping shareholders' securities accounts, on the basis of the personal certificates of entitlement to attend the General Meeting issued.
Three working days before the date of the General Meeting, i.e. on 29, 30 July and 2 August 2021 from 8.00 a.m. to 4.00 p.m. at the Company's registered office (ul. Strefowa 6, 59-101 Polkowice) the list of shareholders entitled to participate in the General Meeting will be made available for review.
A shareholder of the Company may request that the list of shareholders be sent to him free of charge by e-mail, stating the address to which the list should be sent. A shareholder may submit the above request by e-mail to the following address: [email protected].
- Selected rights of shareholders concerning the General Meeting
A shareholder or shareholders representing at least one twentieth (5%) of the share capital shall be entitled to:
a) a request to put certain issues on the agenda of the General Assembly. The request should be submitted to the Management Board of CCC S.A. no later than twenty-one days before the set date of the General Meeting, that is until 13 July 2021. The request should contain a justification or a draft resolution on the proposed agenda item. The request should be sent to the address of the registered office of the Company or in an electronic form to the address: [email protected].
b) submit to the Company, in writing or by electronic mail, draft resolutions concerning issues included in the agenda of the General Meeting or issues which are to be included in the agenda. Draft resolutions with justification should be sent to the Company's registered office address or in electronic form to the following address: [email protected].
Each shareholder may, during the General Meeting, propose draft resolutions concerning matters included in the agenda. Furthermore, a shareholder has the right to propose amendments and additions to the draft resolutions covered by the agenda of the General Meeting - until the conclusion of the discussion on the item on the agenda covering the draft resolution to which such proposal applies. Such proposals, together with brief justification, should be submitted in writing - separately for each draft resolution - stating the forename and surname or company (name) of the shareholder, to the Chairman of the General Meeting.
- Exercise of voting rights by proxy
A shareholder may participate in the General Meeting of CCC S.A. and exercise his right to vote in person or by proxy.
The power of attorney to vote should be granted in writing or in electronic form. Granting a proxy in electronic form shall not require a secure electronic signature verified with a valid qualified certificate.
The Shareholder is obliged to send the information about the granting of the power of attorney in electronic form to the Company at [email protected]. The information on granting the power of attorney in electronic form must be accompanied by a scanned power of attorney granted on a form made available by the Company (or drawn up by the Shareholder, containing at least the same data and information), and in the case of a shareholder other than a natural person - to confirm the authority to act on behalf of another entity, attaching a current excerpt from the relevant register or other document confirming the authority of the natural person(s) to represent the Shareholder at the General Meeting.
If a proxy is granted to a further proxy, a continuous chain of proxies must be presented together with documents indicating the authority to act on behalf of the earlier proxies. The rules described above do not exempt the proxy from the obligation to present, when preparing the attendance list of persons entitled to attend the General Meeting, documents for his/her identification.
Forms allowing the exercise of voting rights by proxy are made available on the Company's website https://corporate.ccc.eu. The Company does not impose an obligation to grant a proxy on the form made available.
At the same time, the Management Board of the Company announces that in the event that a shareholder grants a power of attorney together with a voting instruction, the Company will not verify whether the proxies exercise the voting right in accordance with the instructions received from the shareholders. Accordingly, the Management Board of the Company announces that the voting instruction should only be given to the proxy.
- Exercise of voting rights by correspondence
Shareholders may cast their vote at the General Meeting by means of forms announced on the Company's website https://corporate.ccc.eu or at any other place designated by the Company.
A vote cast by correspondence in a form other than the form provided by the Company shall be invalid.
Votes cast by correspondence should be sent to the Company's registered address in a double envelope, where the second envelope should be marked: AGM – 03.08.2021.
For the purpose of calculating the quorum and the results of the vote, the votes cast by correspondence received by the Company not later than at the time the voting at the General Meeting is ordered.
A Shareholder's vote cast by correspondence shall be invalid if the resolution was adopted in a form other than the draft resolution contained in the form sent by the Shareholder.
Votes cast by post are public from the moment the result of the vote is announced.
Votes by correspondence may also relate to matters on which a secret ballot is ordered.
In such a case, casting a vote by correspondence shall be equivalent to the shareholder's consent to the annulment of the secrecy of that vote.
Submission of an objection by correspondence shall be equivalent to submitting a request to record an objection by a Shareholder present at the General Meeting and shall entitle the Shareholder to challenge the resolution of the General Meeting.
A shareholder who has cast a vote by correspondence loses the right to cast a vote at the General Meeting. However, a vote cast by correspondence may be revoked by a statement made to the Company not later than one hour before the General Meeting.
- Possibility and mode of participation in the General Meeting by means of electronic communication
The Company allows participation in the General Meeting by means of electronic communication. Detailed rules of participation in the General Meeting of the Company by means of electronic communication are set out in the Rules of remote participation in the General Meeting by means of electronic communication available on the Company's website at: https://corporate.ccc.eu/lad-korporacyjny .
It will be possible to use this form of participation in the General Meeting via a link to be placed on the Company's website http: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy, no later than 28 July 2021.
In order to participate in the General Meeting by means of electronic communication, a shareholder should, within the period from the day following the date of publication of this announcement until 28 July 2021 at 4:00 p.m., send to the Company at [email protected]:
a) a statement completed and signed by them, scanned to PDF format, on their intention to participate in the General Meeting by means of electronic communication (hereinafter "the Statement"), drawn up in accordance with the model attached to the Rules of Procedure set out in item 8 above.
b) a scan of an identity document to the extent enabling the identification of the shareholder/ his proxy, indicating the series and number of the identity card/passport, Social Security /PESEL/ number. If the shareholder is a legal person or organisational unit not being a legal person, it shall send a scan of a copy of an extract from the relevant register or a scan of other document confirming the authorisation of persons acting on behalf of the entity. In case of granting the power of attorney, item 6 of the notice shall apply accordingly.
Upon positive verification of the shareholder's entitlements and proxies granted, if any, the Company will send to the shareholder or his/her proxy, not later than on 31 July 2021 by 4:00 p.m., from the address: [email protected] to the e-mail address provided by the shareholder in the Declaration, a detailed instruction on how to register to the IT platform enabling participation in the General Meeting by means of electronic communication, together with the login and the starting password for the first registration to this platform, which will also constitute a confirmation of the entitlement to participate in the General Meeting by means of electronic communication.
On 2 August 2021, between 6:00 and 7:00 p.m., shareholders will have the opportunity to test the functioning of the IT equipment, software and Internet connection they will use to participate in the General Meeting by means of electronic communication, as well as to familiarise themselves with the functioning of the platform provided for this purpose. Access to the tests will be possible via a link placed on the website: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy.
In the event of any problems or questions regarding the use or operation of the platform, the shareholder will be able to use the telephone technical support available on 2 August 2021. (between 4:00 p.m. and 5:00 p.m.) and 3 August 2021, i.e. on the day of the General Meeting from 10:00 a.m. until the end of the General Meeting, or report them to [email protected]. The telephone number will be made available by the Company to the shareholder or his/her proxy together with instructions on how to register for the IT platform enabling participation in the General Meeting.
In order to participate in the General Meeting by means of electronic communication you must have:
a) a connection to the public Internet network with a minimum bandwidth of 1 Mbps (constant bandwidth during the use of the platform),
b) a computer with audio and video capabilities, running either Windows 10 or macOS with one of the following browsers installed: Firefox, Chrome or Safari (all browsers mentioned are freely available for download on the public Internet). The use of Internet Explorer is not recommended. In addition, JavaScript must be enabled in the browser in question (these are standard browser settings).
Lower bandwidth of the Internet connection and older versions of browsers may cause difficulties or make communication with the General Meeting room impossible, delay the transmission, make it impossible to cast votes.
While using the platform, it is suggested that the user does not use other applications
that significantly load the computer and communication link used by the platform.
The proceedings of the General Meeting will be broadcast live over the Internet to the public network and will be recorded and made public on the website: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy.
The Company announces that it will be possible to receive the broadcast of the General Meeting in English translation and that an interpreter will be present in the meeting room (Polish - English - Polish).
- Manners of speaking at the General Meeting using electronic means of communication
Information on the manner of speaking at the General Meeting by means of electronic communication is contained in the rules of procedure set out in item 8 of this announcement.
- Exercise of voting rights by means of electronic communication
Information on how to exercise voting rights by means of electronic communication is contained in the Rules of Procedure set out in item 8 of this announcement.
- Access to the documentation concerning the General Meeting
A person entitled to participate in the General Meeting may obtain the full text of the documentation which is to be presented to the General Meeting, including draft resolutions or, if no resolutions are expected to be adopted, comments of the Management Board or the Supervisory Board concerning matters placed on the agenda of the General Meeting or matters which are to be placed on the agenda prior to the date of the General Meeting, on the Company's website https://corporate.ccc.eu and at the registered office of the Company at the following address ul. Strefowa 6, 59-101 Polkowice, between 8.00 a.m. and 4.00 p.m.
- General information
Persons entitled to attend the General Meeting are requested to register
and collect a voting device directly in front of the meeting room half an hour before the start of the General Meeting. We request entities representing a large number of shareholders to grant, if possible, proxies in electronic form and send scanned documents to: [email protected].
Sending scanned documents of the proxy or the Company's notification provided for
under item 6 of the Announcement shall not entail any negative consequences of a legal or corporate nature for persons entitled to participate in the General Meeting and their proxies
and corporate consequences in the event of a subsequent change of factual circumstances.
In order to facilitate the registration process, please also list, if possible, the entities represented by your proxy in alphabetical order and indicate the number of votes to which they are entitled.
- Other information
Information regarding the General Meeting will be made available on the Company's website www.ccc.eu.
Simultaneously, the Management Board of the Company announces that in matters not covered by this Announcement, the provisions of the Code of Commercial Companies, the Company's Articles of Association and the Rules of Procedure of the General Meeting shall apply
and therefore asks the Company's Shareholders to familiarise themselves with the above regulations.
In case of any questions or doubts related to participation in the General Meeting, please contact the Company at telephone number /+48 76/ 84 58 566 or e-mail address: [email protected].
Transmission: https://u1.unicomp-wza.pl/ccc/en.php
| TYPE OF ACTION | NUMBER OF ACTIONS | NUMBER OF VOTES |
|---|---|---|
| preference inscribed shares | 6.650.000 | 13.300.000 |
| ordinary bearer shares | 41.368.000 | 41.368.000 |
| ordinary inscribed shares | 6.850.000 | 6.850.000 |
| Total | 54.868.000 | 61.518.000 |