Announcement of the Management Board of CCC Spółka Akcyjna with its registered seat in Polkowice on convening the Extraordinary General Meeting of Shareholders on August 31st, 2023 at 12:00 noon
Link to the live stream: https://u1.unicomp-wza.pl/ccc
1. Date, time and place of the Extraordinary General Meeting and a detailed agenda
The Board of CCC S.A. with its registered office in Polkowice, at Strefowa 6, entered in the Register of Entrepreneurs, kept by the District Court for Wrocław-Fabryczna in Wrocławiu, IX Economic Department of the National Court Register, under KRS number 0000211692, acting on the basis of Article. 399 § 1 of the Code of Commercial Companies, convenes on the day 31 August 2023 the Extraordinary General Meeting of Shareholders (hereinafter also referred to as the General Meeting) to be held at 12:00 p.m. 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 Chairperson of the Extraordinary General Meeting.
- Confirmation of the correctness of convening the Extraordinary General Meeting and its capability to adopt resolutions.
- Adoption of the agenda of the Extraordinary General Meeting.
- Adoption of a resolution on amending the Articles of Association of the Company.
- Adoption of a resolution on giving consent to the sale of an organized part of the enterprise of CCC S.A. to CCC.eu Sp. z o.o.
- Adoption of a resolution on the merger of CCC Joint Stock Company with its subsidiary company CCC Factory limited liability company.
- Closing of the Extraordinary General Meeting.
Projected amendments to the Company's Articles of Association indicated in point 5 of the agenda of the General Meeting
Pursuant to the requirements of art. 402 § 2 of the Code of Commercial Companies, Management Board of CCC S.A. announces the proposed amendments to the Company's Articles of Association:
In § 18 of the Articles of Incorporation of the Company, after item 4), new provisions designated successively as items 5) - 7) are added with the following wording:
"5) giving consent to the sale of all or part of the shares of CCC.eu Sp. z o.o. by the Shareholders (i.e. CCC S.A. and CCC Shoes&Bags Sp. z o.o.);
6) giving consent to voting by the Shareholders at the Shareholders' Meeting of CCC.eu Sp. z o.o. in favor of adopting a resolution on the sale of the enterprise or organized part of the enterprise of CCC.eu Sp. z o.o.;
7) giving consent to amend the articles of association of CCC.eu. Sp. z o.o. and the memorandum of incorporation of CCC Shoes&Bags Sp. z o.o. regarding the provisions on the restriction of transferability of shares or stocks and the enterprise or organized part of the enterprise."
2. Date of registration of participation in the General Meeting
The date of registration for participation in the Extraordinary General Meeting is August 15, 2023. ("Record Date").
3. Right of a Shareholder to participate in the General Meeting
The right to attend the Extraordinary General Meeting is vested in persons who are shareholders of CCC S.A. on the Record Date, i.e. persons who:
a) on sixteen days before the date of the General Meeting (i.e. on 15 August 2023), will have shares of the Company registered in their securities account, and
b) in the period from the date of the announcement of the convening of the General Meeting, i.e. from 28 Juli 2023 to the first weekday after the Record Date, i.e. until 16 August 2023 (inclusive) request the entity maintaining the securities account to issue a registered certificate of the right to participate the list of Shareholders who are entitled to participate in the Extraordinary General Meeting.
4. List of Shareholders
The Company determines the list of shareholders entitled to participate in the Extraordinary General Meeting on the basis of the list provided to it by the National Depository for Securities.
The list referred to above is prepared on the basis of information provided by the entities keeping the shareholders' securities accounts.
Three working days before the date of the Extraordinary General Meeting, i.e. on 28 August, 29 August and 30 August 2023 from 8.00 a.m. to 4.00 p.m. at the registered office of the Company (ul. Strefowa 6, 59-101 Polkowice) a list of shareholders entitled to participate in the Extraordinary General Meeting will be made available for inspection.
A shareholder of the Company may demand 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: [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 shall be entitled to:
a) request the inclusion of certain matters on the agenda of the General Meeting. 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 Assembly, that is until August 10, 2023. The request should be sent to the Company's registered office address or in electronic form to: [email protected];
b) submit to the Company, in writing or by e-mail, draft resolutions concerning the items placed on the agenda of the General Meeting or items which are to be placed on the agenda. Draft resolutions with justification should be sent to the Company's registered office address or in electronic form to: [email protected].
During the General Shareholders' Meeting, each shareholder may submit draft resolutions concerning issues included in the agenda. A shareholder shall also have the right to propose amendments and additions to the draft resolutions covered by the agenda of the General Meeting - until the discussion on the item on the agenda covering the draft resolution to which such proposal applies is closed. 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.
6. Exercising voting rights by proxy
A shareholder may participate in the General Meeting of CCC S.A. and exercise voting rights in person or by proxy.
The power of attorney to vote should be given in writing or in electronic form. Granting proxy in electronic form does not require a secure electronic signature verified by a valid qualified certificate.
A shareholder is obliged to send information on granting power of attorney in electronic form to the Company at [email protected]. Information on the granting of a 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 - confirmation of the authority to act on behalf of another entity by 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 Assembly.
If a proxy is granted to a further proxy, a continuous chain of proxies must be submitted 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 available on the Company's website https://corporate.ccc.eu. The Company does not impose an obligation to grant a power of attorney on the form made available.
At the same time, the Management Board of the Company announces that if 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 which they received from the shareholders. Therefore, the Management Board of the Company announces that the voting instruction should only be given to the proxy.
7. 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 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 must be sent to the Company's registered address in a double envelope, the second envelope to be marked: EGM - 31.08.2023.
Votes cast by correspondence received by the Company no later than the time the voting at the General Meeting is ordered shall be taken into account in calculating the quorum and the results of the voting.
A Shareholder's vote cast by correspondence is invalid if the resolution is adopted in a form other than the draft resolution contained in the form sent by the Shareholder.
Votes cast by correspondence are open from the moment the results of voting are announced.
Votes by correspondence may also relate to matters on which voting by secret ballot is ordered. In such a case, casting a vote by correspondence is equivalent to the Shareholder's consent to waive the secrecy of that vote.
Lodging an objection by correspondence shall be tantamount to filing a request for recording the objection by a Shareholder present at the General Meeting and shall entitle to challenge the resolution of the General Meeting.
A Shareholder who casts a vote by correspondence loses the right to cast a vote at the General Meeting. A vote cast by correspondence may, however, be revoked by a statement submitted to the Company not later than one hour before the General Meeting.
8. Possibility and manner of participating in the General Meeting by means of electronic communication
The Company allows participation in the General Meeting by means of electronic communication. Detailed principles of participation in the General Meeting of the Company by means of electronic communication are defined 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.
In order to participate in the General Meeting by means of electronic communication, a shareholder should, within the period from the day following the publication of this announcement until 24 August 2023 at 16:00, send to the Company at [email protected] :
a) a statement, completed and signed by him/her, scanned to PDF format, of his/her intention to participate in the General Meeting using electronic means of communication (hereinafter referred to as the "Statement"), drawn up in accordance with the specimen attached to the regulations set out in item 8 above.
b) a scan of a document confirming identity to the extent enabling identification of the shareholder/ his/her proxy, indicating the series and number of the ID card/passport, Social Security /PESEL/ number. If the shareholder is a legal person or an organizational unit which is not a legal person, it shall send a scan of a copy of an extract from the relevant register or a scan of another document confirming the powers of the persons acting on behalf of the entity. In the case of granting the power of attorney, point 6 of the notice shall apply accordingly.
After a 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 28 August 2023 until 16:00, from the address: [email protected] to the e-mail address provided by the shareholder in the Declaration, a detailed instruction on how to register on 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 on this platform, which will also constitute a confirmation of entitlement to participate in the General Meeting by means of electronic communication.
On 30 August and on 31 August 2023, shareholders will have the opportunity to test the functioning of the IT equipment, software and Internet connection they use which 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.
In case 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 30 August 2023 and 31 August 2023, i.e. on the day of the General Meeting 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, one must have:
a) a connection to the public Internet network with a throughput of at least 1 Mbps (constant throughput while using the using the platform),
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 informs that it will be possible to receive the transmission of the General Meeting in English translation, and an interpreter will be present in the meeting room (Polish - English - Polish).
9. Manner of expressing oneself during the General Meeting using electronic communication means
Information on the manner of speaking during the General Meeting with the use of electronic communication means is included in the rules of procedure defined in item 8 of this announcement.
10. Exercise of voting rights using means of electronic communication
Information on the manner of exercising voting rights with the use of electronic communication means is contained in the Rules of Procedure set out in item 8 of this announcement.
11. Access to documentation regarding 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 address: ul. Strefowa 6, 59-101 Polkowice, between 8.00 a.m. and 4.00 p.m.
12. General information
Persons entitled to participate in the General Meeting are requested to register and to collect a voting device directly in front of the meeting room half an hour before the commencement of the General Meeting. We request entities representing a large number of shareholders to grant proxies in electronic form if possible and to send scanned documents to: [email protected].
Sending scanned documents of the power of attorney or the Company's notification provided for in item 6 of the Announcement will not entail any negative consequences of a legal and corporate nature for persons entitled to participate in the General Meeting and their proxies - in case of a later 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.
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 the provisions of the Commercial Companies Code, the Company's Articles of Association and the Rules of Procedure of the General Meeting apply to matters not covered by this Announcement 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].
|TYPE OF ACTION||NUMBER OF ACTIONS||NUMBER OF VOTES|
|preference inscribed shares||6.650.000||13.300.000|
|ordinary bearer shares||56.339.465||56.339.465|
|ordinary inscribed shares||5.878.535||5.878.535|