Extraordinary General Meeting, 14.12.2020

Announcement of the Management Board of CCC Spółka Akcyjna based in Polkowice on convening an Extraordinary General Meeting of the Company for 14 December 2020, 12:00 pm.

 

1. Date, time and place of the General Meeting and detailed agenda

The Management Board of CCC S.A. based in Polkowice, 6 Strefowa Street, entered into the Register of Entrepreneurs, kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Economic Department of the National Court Register, under KRS number 0000211692, acting on the basis of art. 399 § 1 in connection with art. 398 of the Commercial Companies Code and Article 402¹ of the Commercial Companies Code convenes for 14^th December 2020 at 12.00 noon at the Company's registered office in Polkowice, 6 Strefowa Street, 59-100 Polkowice, an Extraordinary General Meeting (hereinafter also: "General Meeting") with the following agenda:

1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Statement of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting.
5. Adoption of a resolution on consent to establish a limited property right in the form of a pledge on the shares of CCC Shoes&Bags Sp. z o.o.
6. Adoption of a resolution on the approval of the amendment to the Memorandum of Association of CCC Shoes&Bags Sp. z o.o. and the Agreement of CCC.eu Sp. z o.o.
7. Closing of the Extraordinary General Meeting.

 

2. Date of registration of participation in the General Meeting

The day of registration for the General Meeting is 28^th November 2020. ("Registration Day").

 

3. Shareholder's right to participate in the General Meeting

Persons who are shareholders of CCC S.A. have the right to participate in the General Meeting. on the Registration Day, i.e. persons who:

a) sixteen days prior to the date of the General Meeting (i.e. on 28^th November 2020), the Company's shares will be recorded on the securities account or, in the case of holders of registered shares, will be entered on the Registration Date in the Company's share register and

b) in the period from the date of announcement of the convening of the General Meeting, i.e. from 16^th November 2020 to the first business day after the Registration Date, i.e. until 30^th November 2020. (inclusive) apply to the entity maintaining the securities account with a request to issue a personal certificate of the right to participate in the General Meeting.

 

4. List of Shareholders

The Company establishes 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 (Krajowy Depozyt Papierów Wartościowych S.A.) and - in case of holders of registered shares - on the basis of the content of entries in the Company's share book.

The list referred to above is drawn up on the basis of information provided by the entities maintaining the shareholders' securities accounts, on the basis of personal certificates of the right to participate in the General Meeting issued.

Three working days before the date of the General Meeting, i.e. on 9, 10, 11 December 2020 Between 8.00 a.m. and 4.00 p.m., a list of shareholders entitled to participate in the General Meeting will be displayed at the Company's seat (ul. Strefowa 6, 59-101 Polkowice).

A shareholder of the Company may demand that the list of shareholders be sent to him/her free of charge by e-mail, providing 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].

 

5. Selected rights of shareholders concerning the General Meeting

A shareholder or shareholders representing at least one twentieth (5%) of the share capital are entitled to:

a) request to place certain matters on the agenda of the General Meeting. The request should be submitted to the management Board of CCC S.A. not later than twenty-one days before the designated date of the General Meeting, i.e. by 23 November 2020. The request should include a justification or a draft resolution concerning the proposed item on the agenda. The request should be sent to the address of the Company's registered office or in electronic form to the following address: [email protected].

b) submit to the Company in writing or by electronic mail draft resolutions concerning the matters on the agenda of the General Meeting or matters to be included in the agenda. Draft resolutions together with a justification should be sent to the address of the Company's registered office or in the electronic form to: [email protected].

Each of the shareholders may, during the General Meeting, submit draft resolutions concerning the matters included in the agenda. Moreover, a shareholder has the right to propose changes and additions to the draft resolutions included in the agenda of the General Meeting - until the closing of the discussion on an item of the agenda including the draft resolution to which such proposal relates. Such proposals, together with a short justification, shall be submitted in writing - separately for each draft resolution - with the name and surname or company name of the shareholder, to the Chairman of the General Meeting.

 

6. Exercise of voting rights by proxy

A shareholder may participate in the General Meeting of CCC S.A. and exercise the right to vote in person or by proxies.

The power of attorney to vote should be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a secure electronic signature verified with a valid qualified certificate.

The shareholder is obliged to send to the Company information about granting the power of attorney in the electronic form to [email protected]. The information on granting the power of attorney in the electronic form should be accompanied by a scanned power of attorney granted on the form made available by the Company (or prepared by the Shareholder, containing at least the same data and information), and in case of a shareholder other than a natural person - to confirm the right to act on behalf of another entity, attaching a current excerpt from the relevant register or other document confirming the right of the natural person(s) to represent the Shareholder at the General Meeting.

If the power of attorney is granted to the other proxy, a continuous sequence of powers of attorney must be submitted, together with documents indicating the authorization to act on behalf of the previous attorneys. The principles described above do not release the proxy from the obligation to present the documents used to identify the proxy when drawing up the list of attendance of persons authorized to participate in the General Meeting.

Forms allowing for exercising the voting right by proxy are available on the Company's website https://corporate.ccc.eu. The Company does not impose an obligation to grant power of attorney on the form made available.

At the same time, the Company's Management Board informs that in case of granting by a shareholder a power of attorney together with a voting instruction, the Company will not verify whether the attorneys exercise their voting rights in accordance with the instructions they received from the shareholders. In connection with the above, the Company's Management Board informs that the voting instruction should be given only to the proxy.

 

7. Exercising voting rights by correspondence

Shareholders may cast their votes at the General Meeting using the forms published on the Company's website https://corporate.ccc.eu or in any other place indicated by the Company.

A vote cast by correspondence in a form other than the form made available by the Company is invalid.

Votes cast by correspondence should be sent to the Company's registered office address in a double envelope, where the second one should be described: GMS - 14.12.2020. When calculating the quorum and the results of voting, the votes cast by correspondence are taken into account, which the Company received not later than at the time of ordering the vote at the General Meeting.

The Shareholder's vote cast by correspondence is invalid if the resolution was adopted in a different form than the draft resolution included in the form sent by the Shareholder.

Votes cast by correspondence are open from the moment the results of the vote are announced.

Correspondence votes may also be held on matters for which a secret ballot is ordered. In such a case, casting a vote by correspondence is equivalent to the shareholder's consent to revoke the secrecy of that vote.

Lodging an objection by mail is tantamount to a request to record the objection by a Shareholder present at the General Meeting and entitles to challenge the resolution of the General Meeting.

A shareholder who cast a vote by mail loses the right to vote at the General Meeting. However, a vote cast by correspondence may be revoked by a statement submitted to the Company not later than one hour before the General Meeting.

 

8. Possibility and manner of participation in the General Meeting by means of electronic communication

The Company enables participation in the General Meeting by means of electronic communication. Detailed principles of participation in the General Meeting of the Company with the use of electronic communication means are specified in the Rules of Participation in the General Meeting with the use of electronic communication means available on the Company's website at the address: https://corporate.ccc.eu/lad-korporacyjny .

The use of this form of participation in the General Meeting will be possible through a link, which will be placed on the Company's website http: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy, at the latest on 4^th December 2020.

In order to participate in the General Meeting by means of electronic communication, a shareholder shall send the Company, from the day following the day of publication of this announcement to 4^th  December 2020 at 4:00 p.m. to [email protected]:

a) a statement completed and signed by him/her, scanned to PDF format, about the intention to participate in the General Meeting with the use of electronic communication means (hereinafter referred to as the "Statement"), prepared in accordance with the specimen constituting an appendix to the Regulations specified in item 8 above.

b) a scan of the identity document to the extent that it will enable the identification of the shareholder / his proxy, indicating the series and number of the identity card / passport, Social Security Number /PESEL/ number. If the shareholder is a legal person or an organizational unit which is not a legal person, it sends a scan of an excerpt from the relevant register or a scan of another document confirming the authorization of persons acting on behalf of the entity. In case of granting the power of attorney, point 6 of the announcement shall apply accordingly.

After a positive verification of the shareholder's rights and any powers of attorney granted, the Company will send to the shareholder or his/her proxy no later than by 7^th December 2020 at 4:00 p.m. from the address: [email protected] to the e-mail address provided by the shareholder in the Statement a detailed instruction concerning the method of registration to an IT platform enabling participation in the General Meeting by means of electronic communication together with the login and starting password used for the first registration to that platform, which will also constitute a confirmation of the right to participate in the General Meeting by means of electronic communication.

On 13^th December 2020, between 4:00 p.m. and 5:00 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 learn about the functioning of the platform provided for that purpose. Access to the tests will be possible through a link located on the website: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy.

In case of any problems or questions concerning the use or operation of the platform, the shareholder will be able to use the telephone technical support available on 13 December 2020 (from 4:00 p.m. to 5:00 p.m.) and 14 December 2020, i.e. on the day of the General Meeting from 10:00 pm. until the end of the General Meeting, or report it to [email protected]. The telephone number will be made available by the Company to the shareholder or his proxy together with an instruction on how to register to the IT platform enabling participation in the General Meeting.

In order to participate in the General Meeting by means of electronic communication, it is necessary to have the means of communication:

a) a connection to the public Internet with a minimum bandwidth of 1 Mbps (fixed bandwidth during the use of the platform),

b) a computer with audio and video playback capabilities, working under Windows 10 or macOS with one of the browsers installed on it: Firefox, Chrome or Safari (all listed browsers are available for free download on the public Internet). The use of Internet Explorer is not recommended. In addition, JavaScript must be enabled in the browser (these are the browser's standard settings).

Lower bandwidth of the Internet connection and older versions of browsers may cause difficulties or make communication with the meeting room difficult or impossible, delay the transmission, make it impossible to cast votes.

For the duration of the use of the platform, it is suggested that the user does not use other applications that significantly burden the computer and communication link used by the platform.

The proceedings of the General Meeting will be transmitted live on the Internet to the public network, recorded and published on the website: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy.

The Company informs that it will be possible to receive the transmission of the General Meeting's debates in English, and an interpreter (Polish - English - Polish) will be present in the meeting room.

 

9. Manner of speaking during the General Meeting using electronic means of communication

Information on the manner of speaking during the General Meeting with the use of electronic means of communication is included in the regulations set out in point. 8 of this announcement.

 

10. The way of exercising the voting right with the use of electronic communication means

Information on the manner of exercising the right to vote with the use of electronic communication means is included in the Regulations set out in point. 8 of this announcement.

11. Access to 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 drafts of resolutions or, if no resolutions are expected to be adopted, comments of the Management Board or the Supervisory Board concerning matters introduced to the agenda of the General Meeting or matters which are to be introduced to the agenda before the date of the General Meeting on the Company's website https://corporate.ccc.eu and in the Company's seat at the address: Strefowa 6, 59-101 Polkowice, 8.00-16.00.

12. Regulatory information

Persons entitled to participate in the General Meeting are requested to register and download a device enabling them to vote directly in front of the meeting room half an hour before the beginning of the General Meeting. We ask entities representing a larger number of shareholders to grant proxies in electronic form if possible and send scanned documents to: [email protected].

The risk related to the use of electronic means of communication by the shareholder lies with the shareholder.

Sending scanned documents of power of attorney or the Company's notification provided for in point 6 of the Announcement does not cause any negative consequences of legal and corporate nature on the part of the persons entitled to participate in the General Meeting and their attorneys-in-fact - in case of later change of factual circumstances.

In order to facilitate the registration process, we also ask you to draw up, if possible, a list of entities represented by an attorney in alphabetical order, together with an indication of the number of votes they are entitled to.

 

13. Other information

Information concerning the General Meeting will be made available on the Company's website: https://corporate.ccc.eu/.

At the same time the Company's Management Board informs that in matters not covered by this Announcement the provisions of the Commercial Companies Code, the Company's Articles of Association and the Rules of Procedure of the General Meeting of Shareholders apply and therefore asks the Company's Shareholders to familiarize themselves with the above regulations.

In case of any questions or doubts related to participation in the General Meeting, please contact the Company at the phone number: +48 76/ 84 58 566, +48 76/ 84 58 512 or e-mail address: [email protected].

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 registered shares	6.850.000	6.850.000
Total	54.868.000	61.518.000