Extraordinary General Meeting - 28.10.2022
Announcement by the Management Board of CCC Spółka Akcyjna with the registered office in Polkowice on convening an Extraordinary General Meeting of the Company on 28 October 2022, at 12:00
1. Date, time and place of the Extraordinary General Meeting and its detailed agenda
The Management Board of CCC S.A. with its registered office in Polkowice, at ul. Strefowa 6, entered in the Register of Entrepreneurs by the District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division for the National Court Register, under KRS No. 0000211692 (the “Company”), acting pursuant to Article 399 § 1, in conjunction with Article 398 and Article 4021 of the Commercial Companies Code, in connection with receiving a shareholder’s request to convene an extraordinary general meeting, submitted pursuant to Article 400 § 1 of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting (hereinafter also the "General Meeting") for 28 October 2022 at 12:00, at the registered office of the Company in Polkowice, at ul. Strefowa 6, 59-100 Polkowice, with the following agenda:
- 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 an increase in the Company’s share capital through the issue of ordinary registered Series L shares, the exclusion of all the pre-emptive rights of its current shareholders in relation to all the ordinary registered Series L shares, the dematerialization of ordinary registered Series L shares, the authorization to enter into an agreement for the registration of ordinary registered Series L shares in the securities depository and on amending the Articles of Association of the Company.
- Adopting a resolution on covering the costs of the Extraordinary General Meeting.
- Closing the Extraordinary General Meeting.
Propositions of amendments to the Articles of Association pointed in paragraph 5 of EGM agenda:
Pursuant to the requirements of art. 402 § 2 of the Commercial Companies Code, the Management Board of CCC S.A. announces the proposed amendments to § 6 ust. 1 i 2 of the Articles of Association:
The current wording:
“1. The share capital of the Company amounts to PLN 5,486,800.00 (five million four hundred eighty-six thousand eight hundred zloty).
2. The share capital is divided into 54,868,000 (fifty-four million eight hundred sixty-eight thousand) shares with the nominal value of PL 0.10 (ten grosz) each, including:
1) 6,650,000 (six million six hundred fifty thousand) Series A1 preferred registered shares with numbers from 0000001 to 6650000;
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 0.000.001 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.
new wording:
“1. The share capital of the Company is no less than PLN 5,486,800.10 (five million four hundred eighty-six thousand eight hundred zloty and ten grosz) and no more than PLN 6,886,800.00 (six million eight hundred eighty-six thousand eight hundred zloty).
2. The share capital is divided into no less than 54,868,001 (fifty-four million eight hundred sixty-eight thousand and one) and no more than 68,868,000.00 (sixty eight million eight hundred sixty-eight thousand) shares with the nominal value of PL 0.10 (ten grosz) each, including:
1) 6,650,000 (six million six hundred fifty thousand) Series A1 preferred registered shares with numbers from 0000001 to 6650000;
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 0.000.001 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) no less than 1 (one) and no more than 14,000,000 (fourteen million) Series L ordinary registered shares with serial numbers from 0000001 to 14.000.000.
2. Date of registering for participation in the General Meeting
The date of registering for participation in the General Meeting is 12 October 2022 (the “Registration Date”).
3. Shareholder’s right to participate in the General Meeting
Individuals who are shareholders of CCC S.A as at the Registration Date have the right to participate in the General Meeting, i.e. the individuals who:
a) will have the Company’s shares registered in their securities account sixteen days prior to the date of the General Meeting (i.e. 12 October 2022);
b) in the period from the date of the notice convening the General Meeting, i.e. from 12 September 2022 until the first weekday after the Registration Date i.e. until 13 October 2022 (including that day), apply to the entity maintaining the securities account for issuing a registered certificate of the right to participate in the General Meeting.
4. List of Shareholders
The Company determines a list of shareholders entitled to participate in the General Meeting based on a list provided to it by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.)
The list referred to above is drawn up on the basis of information provided by the entities keeping shareholders' securities accounts, based on the registered certificates of the right to attend the General Meeting.
Three business days before the scheduled date of the General Meeting, i.e. on 25, 26 and 27 October 2022, from 8.00 a.m. to 4.00 p.m. a list of shareholders entitled to participate in the General Meeting will be made available for review at the at the Company's registered office (ul. Strefowa 6, 59-101 Polkowice).
A shareholder of the Company may request the list of shareholders to be delivered to him, free of charge, by e-mail, giving a relevant e-mail address to which it should be sent. A shareholder may submit the above request by e-mail to the following address: [email protected].
5. Selected Rights of the Shareholders in respect of the General Meeting
A shareholder or shareholders representing at least one-twentieth (5%) of the share capital are entitled to:
a) demand that certain matters be included on the agenda of a General Meeting. The request should be submitted to the Management Board of CCC S.A. no later than twenty-one days before the scheduled date of the General Meeting, that is by 7 October 2022. The request should contain a substantiation or a draft resolution on the proposed agenda item. The request should be sent to the Company’s registered office address or by email to: [email protected].
b) submit to the Company, in writing or by email, draft resolutions concerning matters included or matters that are to be included on the General Meeting’s agenda. Draft resolutions with a substantiation should be sent to the Company's registered office address or by email to: [email protected].
During the General Meeting, each shareholder may propose draft resolutions concerning matters included on the agenda. Furthermore, a shareholder has the right to propose amendments and additions to the draft resolutions covered by the agenda for the General Meeting - until the conclusion of the discussion on the agenda item covering the draft resolution to which such proposal refers. The proposals should be accompanied by a brief substantiation in writing, separately for each draft resolution, giving the name (or a business name) of the shareholder and submitted to the Chairperson.
6. Exercising the Voting Rights by Proxy
A Shareholder may attend and exercise his/her voting rights at the General Meeting of CCC S.A. in person or by proxy.
The voting proxy letter should be made in writing or by email. A proxy granted in an electronic form does not need to bear a secure electronic signature verified by a valid qualified certificate.
A Shareholder is obliged to inform the Company about granting a proxy by e-mail sent to [email protected]. Information about granting a proxy should be accompanied by a scan of the proxy letter executed on a form provided by the Company (or drafted by the Shareholder but containing at least the same data and information) and, if the Shareholder is not a natural person, it should be accompanied by a proof of its authority to represent another entity together with an up-to-date excerpt from the relevant registry or another document evidencing the relevant natural person’s (or persons’) authority to represent the Shareholder at the General Meeting.
If a proxy is granted to a further proxy holder, a continuous chain of proxies must be submitted, together with documents corroborating the authority to act on behalf of the earlier proxies. The rules presented above do not release the proxy holder from the obligation to present his/her identification documents when the attendance list of persons eligible to attend the General Meeting is prepared.
Voting proxy forms are provided on the Company's website: https://corporate.ccc.eu. However, the Company stipulates that using the proxy forms provided is not mandatory.
At the same time, the Company’s Management Board explains that if a Shareholder grants a voting proxy with voting instructions, the Company will not verify whether the proxy holders exercise the voting right in accordance with the instructions received from the shareholders. Accordingly, the voting instructions should only be provided to the proxy.
7. Voting by mail
Shareholders may cast votes at the General Meeting by mail, using the forms provided on the Company's website: https://corporate.ccc.eu or in other places designated by the Company.
A mailed-in vote in a form different than provided by the Company will be invalid.
Mail votes should be sent to the Company’s registered office packed in two envelopes, the internal one addressed: WZA – 28.10.2022. Only the mailed-in votes received by the Company at or before the time of ordering the vote at the General Meeting will be taken into account.
A Shareholder’s mailed-in vote will be invalid if the resolution is adopted in a different form than the draft resolution included in the form mailed-in by the Shareholder.
Mailed-in votes will be open as in open ballot as of the announcement of the voting results.
Mailed-in votes may also concern the matters for which a secret ballot can be ordered. In such case, voting by mail implies the Shareholder’s waiver of the secrecy of his/her vote.
Submitting an objection by mail is equivalent to making a request that an objection of a Shareholder attending the General Meeting be recorded in the minutes of the meeting, and forms a sufficient basis to challenge the General Meeting’s resolution.
Any Shareholder who votes by mail forfeits the right to cast his/her vote at the General Meeting. However, a vote cast by mail may be revoked by making a statement to that effect to the Company not later than one hour before the General Meeting.
8. Participating in the General Meeting using means of electronic communication
The Company permits participating in the General Meeting using means of electronic communication. Detailed rules of participation in the General Meeting by means of electronic communication are set out in the General Meeting’s Rules of Remote Participation by Means of Electronic Communication provided at the Company's website: https://corporate.ccc.eu/lad-korporacyjny.
A Shareholder willing to participate in the General Meeting in this form should use a link that will be provided at the Company’s web site: https://corporate.ccc.eu/walne-zgromadzenie-akcjonariuszy not later than on 19 October 2022.
In order to participate in the General Meeting by means of electronic communication, the Shareholder should send the following documents to the Company’s address: [email protected], on the day following the date of this announcement but in any event by 4:00 pm on 19 October 2022.
a) a completed, signed and scanned (to a PDF file) statement expressing the Shareholder’s intention to participate in the Shareholders' Meeting using means of electronic communication
(the “Statement”), drawn up in the form provided in a schedule to the Rules referred to in Clause 8 above;
b) a scan of an identity document sufficient to confirm the Shareholder’s / proxy’s identity, including the ID card / passport series and number as well as the PESEL (personal identification) number. If the Shareholder is a legal person or an organizational unit without legal personality, it should sent a scan of an excerpt from the relevant register or a scan of another document confirming the authority of the persons acting on its behalf. Where a proxy is granted, Clause 6 of this announcement applies accordingly.
Upon positive verification of the Shareholder's eligibility and proxies granted, if any, the Company will send to the shareholder or his/her proxy, not later than at 4:00 pm on 24 October 2022, from the address: [email protected] to the e-mail address provided by the Shareholder in the Statement, a detailed instruction on how to register on the IT platform enabling the participation in the General Meeting by means of electronic communication, together with a user name and a provisional password to be used for the first sign-in on this platform, which will also operate as a confirmation of eligibility to participate in the General Meeting by means of electronic communication.
On 27 October 2022, 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 familiarize themselves with the functioning of the platform provided for this purpose. Tests will be accessible via a link placed on the website at: 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 27 October 2022 (between 4:00 p.m. and 5:00 p.m.) and on 28 October 2022. i.e. on the day of the General Meeting from 10:00 a.m. until the end of the General Meeting, or report them at the following address: [email protected]. The telephone number will be made available by the Company to the shareholder or their 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 using means of electronic communication it is necessary to 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 problems and disrupt communication with the General Meeting room, delay the transmission or make it impossible to cast votes.
While using the platform, it is suggested that the user should not use any 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 at: 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).
9. Manners of speaking at the General Meeting using means of electronic 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.
10. Exercise of voting right using means of electronic communication
Information on hot to exercise voting rights by means of electronic communication is contained in the rules of procedure set out in item 8 of this announcement.
11. 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 at: https://corporate.ccc.eu and at the registered office of the Company, address: ul. Strefowa 6, 59-101 Polkowice, between 8:00 a.m. and 4 p.m.
12. 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 provide, if possible, proxies in electronic form and email scanned documents at: [email protected].
Sending scanned documents of the proxies or the Company’s notification provided for under item 6 of the Announcement will not entail any negative consequences of a legal or corporate nature for persons entitled to participate in the General Meeting and their proxies 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 an alphabetical order and indicate the number of votes to which they are entitled.
13. Other information
Information regarding the General Meeting will be made available on the Company’s website at www.ccc.eu.
In addition, 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 will 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 telephone number /+48 76/ 84 58 566 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 | 48.218.000 | 48.218.000 |
| Total | 54.868.000 | 61.518.000 |