Extraordinary General Meeting of Shareholders - 17.03.2025

Announcement of the Management Board of CCC Spółka Akcyjna with its registered seat in Polkowice on convening the Extraordinary General Meeting of Shareholders on the day 17 March, 2025 at 12:00

Link to online broadcast: 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 Article. 398 and of Article.  402¹ KSH of the Code of Commercial Companies, convenes on the day 17 March 2025 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:

1. Opening of the Extraordinary General Meeting.
2. Election of the Chairperson of the Extraordinary General Meeting.
3. Confirmation of the correctness of convening the Extraordinary General Meeting and its capability to adopt resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting.
5. Adoption of a resolution on a conditional share capital increase by issuing Series O ordinary shares, the exclusion of all the existing shareholders’ pre-emptive rights to subscribe for any Series O shares, and on amendments to the Company’s Articles of Association.
6. Adoption of a resolution on the issuance of Series D subscription warrants, the exclusion of the existing shareholders’ pre-emptive rights to Series D subscription warrants entirely, the seeking of admission and introduction of Series O shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialization of Series O shares and Series D subscription warrants.
7. Adoption of a resolution on the increase of the Company’s share capital through the issue of ordinary bearer Series N Shares and the exclusion of all the pre-emptive rights of its existing shareholders in relation to all Series N Shares, the seeking of admission and introduction of Series N Shares and rights to Series N Shares to trading on a regulated market operated by the Warsaw Stock Exchange, the dematerialization of Series N Shares and rights to Series N Shares, the authorization to execute an agreement for the registration of Series N Shares and rights to Series N Shares in the depository of securities, and on amendments to the Articles of Association of the Company.
8. Adoption of a resolution on the adoption of an incentive scheme, issue of subscription warrants with full exclusion of the pre-emptive right of shareholders with respect to the subscription warrants and shares issued within the conditional capital, a conditional increase in the share capital of the Company and an amendment to the Articles of Association of the Company.
9. Closing of the Extraordinary General Meeting.

Proposed changes to the Statute indicated in items 5, 7, 8 of the agenda of the General Meeting:

Pursuant to the requirements of Art. 402 § 2 of the Commercial Companies Code, the Management Board of CCC S.A. hereby informs about the proposed changes to § 6 of the Company's Articles of Association and the addition of a new § 6c and § 6d.

Current wording:

     “1. The share capital of the Company is no less than PLN 6,886,800.00 (six million eight hundred eighty-six thousand eight hundred zloty).

2. The share capital is divided into 78,868,000 (seventy-eight million eight hundred sixty-eight thousand) shares with the nominal value of PLN 0.10 (ten groszy) each, including:
   1) 6,650,000 (six million six hundred and fifty thousand) preferred registered Series A1 Shares with serial numbers from 0.000.001 to 6.650.000;
   2) 13,600,000 (thirteen million six hundred thousand) ordinary bearer Series A2 Shares with serial numbers from 00.000.001 to 13.600.000;
   3) 9,750,000 (nine million seven hundred fifty thousand) ordinary bearer Series B Shares with serial numbers from 0.000.001 to 9.750.000;
   4) 2,000,000 (two million) ordinary bearer Series C Shares with serial numbers from 0.000.001 to 2.000.000;
   5) 6,400,000 (six million four hundred thousand) ordinary bearer Series D Shares with serial numbers from 0.000.001 to 6.400.000;
   6) 768,000 (seven hundred sixty-eight thousand) ordinary bearer Series E Shares with serial numbers from 0.000.001 to 768.000;
   7) 2,000,000 (two million) ordinary bearer Series H Shares with serial numbers from 0.000.001 to 2.000.000;
   8) 6,850,000 (six million eight hundred fifty thousand) ordinary bearer Series I Shares with serial numbers from 0.000.001 to 6.850.000;
   9) 6,850,000 (six million eight hundred fifty thousand) ordinary bearer Series J Shares with serial numbers from 0.000.001 to 6.850.000;
   10) 5,878,535 (five million eight hundred seventy-eight thousand five hundred and thirty-five) ordinary bearer Series L Shares with serial numbers from 0.000.001 to 5.878.535;
   11) 8,121,465 (eight million one hundred twenty-one thousand four hundred and sixty-five) ordinary bearer Series M Shares with serial numbers from 0.000.001 to 8.121.465.”

Proposed changes:

     “1. The share capital of the Company is no less than PLN 6,886,800.10 (six million eight hundred eighty-six thousand eight hundred zloty and ten groszy) and no more than PLN             7,886,800.00 (seven million eight hundred eighty-six thousand eight hundred zloty).

2. The share capital is divided into no less than 68,868,001 (sixty-eight million eight hundred sixty-eight thousand and one) and no more than 78,868,000 (seventy-eight million eight hundred sixty-eight thousand) shares with the nominal value of PLN 0.10 (ten groszy) each, including:
   1) 6,650,000 (six million six hundred and fifty thousand) preferred registered Series A1 Shares with serial numbers from 0.000.001 to 6.650.000;
   2) 13,600,000 (thirteen million six hundred thousand) ordinary bearer Series A2 Shares with serial numbers from 00.000.001 to 13.600.000;
   3) 9,750,000 (nine million seven hundred fifty thousand) ordinary bearer Series B Shares with serial numbers from 0.000.001 to 9.750.000;
   4) 2,000,000 (two million) ordinary bearer Series C Shares with serial numbers from 0.000.001 to 2.000.000;
   5) 6,400,000 (six million four hundred thousand) ordinary bearer Series D Shares with serial numbers from 0.000.001 to 6.400.000;
   6) 768,000 (seven hundred sixty-eight thousand) ordinary bearer Series E Shares with serial numbers from 0.000.001 to 768.000;
   7) 2,000,000 (two million) ordinary bearer Series H Shares with serial numbers from 0.000.001 to 2.000.000;
   8) 6,850,000 (six million eight hundred fifty thousand) ordinary bearer Series I Shares with serial numbers from 0.000.001 to 6.850.000;
   9) 6,850,000 (six million eight hundred fifty thousand) ordinary bearer Series J Shares with serial numbers from 0.000.001 to 6.850.000;
   10) 5,878,535 (five million eight hundred seventy-eight thousand five hundred and thirty-five) ordinary bearer Series L Shares with serial numbers from 0.000.001 to 5.878.535;
   11) 8,121,465 (eight million one hundred twenty-one thousand four hundred and sixty-five) ordinary bearer Series M Shares with serial numbers from 0.000.001 to 8.121.465; and
   12) no less than 1 (one) and no more than 10,000,000 (ten million) ordinary bearer Series N Shares with serial numbers from 0.000.001 to 10.000.000.”

Proposed new § 6c added after § 6b with the following wording:

Ҥ 6c

1. Pursuant to Resolution No. 3/EGM/2025 of the Extraordinary General Meeting, the Company's share capital is conditionally increased by no more than PLN 250,000.00 (two hundred and fifty thousand zlotys) through the issuance of no more than 2,500,000 (two million five hundred thousand) Series O ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
2. The entities entitled to subscribe for Series O shares are the holders of series D subscription warrants issued by the Company pursuant to Resolution No. 4/EGM/2025 of the Extraordinary General Meeting dated 17 March 2025, who may exercise their right to subscribe for Series O shares until 30 June 2027.
3. Series O Shares may be paid for in cash only.”

Proposed new § 6d added after § 6c with the following wording:

Ҥ 6d

1. Pursuant to Resolution No. 6/EGM/2025 of the Extraordinary General Meeting, the Company's share capital is conditionally increased by no more than PLN 300.000 (three hundred thousand zlotys) through the issuance of no more than 3,000,000 (three million) Series P ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
2. The persons eligible to subscribe for Series P shares are the holders of series E subscription warrants issued by the Company pursuant to Resolution No. 6/EGM/2025 of the Extraordinary General Meeting of 17 March 2025, who may exercise their right to subscribe for series P shares from the day of subscribing for series E subscription warrants until the 5^th (fifth) anniversary of adopting resolution No. 6/EGM/2025 of the Extraordinary General Meeting.
3. Series P Shares may be paid for in cash only.”

2. Date of registration of participation in the General Meeting

The date of registration for participation in the Extraordinary General Meeting is March 1, 2025. ("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:

1. on sixteen days before the date of the General Meeting (i.e. on 1 March 2025), will have shares of the Company registered in their securities account, and
2. in the period from the date of the announcement of the convening of the General Meeting, i.e. from 17 February 2025 to the first weekday after the Record Date, i.e. until 3 March 2025 (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 14 March, 13 March and 12 March 2025 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:
1) 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 February 24, 2025. The request should be sent to the Company's registered office address or in electronic form to: [email protected];

2) 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 - 17.03.2025.

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 10 March 2025 at 16:00, send to the Company at [email protected] :

1. 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.
2. 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 10 March 2025 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.

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. 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:

1. a connection to the public Internet network with a throughput of at least 1 Mbps (constant throughput while using the using the platform),
2. a computer with the ability to play sound and receive images, working under control of the Windows 10 or macOS operating system with one of the browsers installed on it: 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 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].