General Meeting of Shareholders

The General Meeting’s date, time, venue and the agenda. Pursuant to article 399 § 1 of the Code of Commercial Partnerships and Companies (“KSH”), the Management Board of CCC Spółka Akcyjna based in Polkowice, at ul. Strefowa 6, entered into the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Commercial Division of the National Court Register under KRS number 0000211692 (“the Company”), hereby convenes an Ordinary General Meeting of Shareholders on 27th June 2014 (“the General Meeting”) that will be held at 12.00 a.m. at the registered office of the Company at 6 Strefowa Street. Agenda of the General Meeting:The General Meeting’s date, time, venue and the agenda. Pursuant to article 399 § 1 of the Code of Commercial Partnerships and Companies (“KSH”), the Management Board of CCC Spółka Akcyjna based in Polkowice, at ul. Strefowa 6, entered into the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Commercial Division of the National Court Register under KRS number 0000211692 (“the Company”), hereby convenes an Ordinary General Meeting of Shareholders on 27th June 2014 (“the General Meeting”) that will be held at 12.00 a.m. at the registered office of the Company at 6 Strefowa Street. Agenda of the General Meeting:
1. Opening of the Ordinary General Meeting.

2. Election of the Chairman of the Ordinary General Meeting.

3. Establishing whether the Ordinary General Meeting has been convened regularly and has a quorum enabling to pass binding resolutions.

4. Acceptance of the agenda.

5. Presentation by the Management Board's annual financial statements and report on the activities of the Company CCC and consolidated financial statements and the report of the Group's activities in the accounting year 2013.

6. Presentation by the Supervisory Board:

- a written opinion on the Company situation including the opinion on the internal  control system and material risk managing system,  

- statement of the Supervisory Board’s activity.

7. Presentation of the Supervisory Board’s report on evaluation of the results of: financial statement and statement on business activity of the CCC S.A., consolidated financial statement and business activity statement of the Capital Group CCC S.A. in the financial year 2013, application on profit’s allocation for the year 2013.

8. Reviewing and passing the financial statement of the CCC S.A. and the statement on business activity of the CCC S.A. for the year 2013.

9. Reviewing and passing the financial statement of the Capital Group CCC S.A. and Statement on business activity of the Capital Group CCC S.A. for the year 2013.

10. Reviewing and passing the management’s motion on the allocation of profits for the financial year 2013 and the payment of dividends.

11. Passing the resolutions on giving the discharge to members of the Supervisory Board for fulfillment of duties in the financial year 2013.

12. Passing the resolutions on giving the discharge to members of the Supervisory Board for fulfillment of duties in the financial year 2013.

13. Adoption of a resolution on the amendment of the Statute on the addition of the object of business activity.

14. Presentation of the written opinion of the Management Board justifying the reasons for deprivation of the Company’s existing shareholders by the Company’s Management Board in full a subscription right and specifying the method of determining the issue price in the case of an increase by the Company’s Management Board of share capital of the Company within the limits of the target capital.

15. Adopting a resolution on the amendment of the Company on establishing a target capital, authorizing the Company’s Management Board to increase the share capital of the Company within the target capital through one or several increases of the share capital of the Company and authorizing the Board to deprive the Company’s existing shareholders’ subscription rights in full to shares issued within the target capital.

16. Adoption of a resolution on giving the consent for the sale of an organized part of the Company on behalf of its subsidiary CCC Shoes & Bags Sp. z o.o.(Ltd.), in which the Company holds 100% of the share capital.

17. Adoption of a resolution on the consent for the sale of the company ( the organized part of the company ) a subsidiary of CCC Shoes & Bags Sp. z o.o.(Ltd.) to its subsidiary CCC.eu Sp. z o.o. (Ltd.), in which the Company holds 100% of the share capital.

18. Adoption of a resolution on obliging the Company’s Management Board to take action to make amendments in the corporate governance over the subsidiary CCC Shoes & Bags Sp. z o.o. (Ltd) with its registered office in Warsaw, in connection with the sale of an organized part of the Company in favor of CCC Shoes & Bags Company  Sp. z o.o., based in Warsaw.

19. Adoption of a resolution on obliging the Company’s Management Board to take action to make amendments in the corporate governance over the subsidiary CCC.eu Sp. z o.o.(Ltd) with its registered office in Polkowice, in connection with the sale of an organized part of the Company in favor of CCC.eu Sp. z o.o., based in Polkowice.

20. Closing the General Meeting.

THE PROPOSED AMENDMENTS TO THE STATUTE IN RELATION TO PARAGRAPHS 13 AND 15 OF THE AGENDA OF OGM:

The Management Board announces proposed amendments to the Statute:

(A) Proposed wording of a new paragraph 41 § 5 section 1 of the Statute "41) activities of other transport agencies - PKD (NACE)- 52.29.C."  
(B) The existing wording of § 6a of the Statute:
 
㤠6a

1. The Executive Board shall have the right to increase the share capital of the Company by issuing new shares of total nominal value not higher than 384,000 PLN (three hundred eighty-four thousand zlotys) by way of one or several increases of the share capital within the limits defined above (authorized capital). The authorization of the Executive Board to increase the share capital and to issue new shares within the authorized capital shall expire at the end of 3 (three) years from the date of entering into the Register of Business Entities of the amendment to Articles of Association introduced by the resolution No. 3 of the Extraordinary General Meeting of 12 November 2009.

2. Subject to par. 3 and 4 below and unless otherwise provided in the Code of Commercial Partnerships and Companies, the Executive Board shall decide about all matters related to the increase of the share capital within the limits of authorized capital. In particular, the Executive Board shall be empowered to:

1) set the issue price of the shares, upon approval by the Supervisory Board of the Company; however, the issue price of each share issue carried out within the limits of authorized capital defined above in case of exclusion of the pre-emptive right of current shareholders of the Company cannot be lower than the arithmetic mean of average, daily weighted prices of the Company’s stock trading volume at the Warsaw Stock Exchange from the period of 3 (three) months preceding directly the resolution of the Executive Board concerning this matter,

2) issue by offering the shares to current shareholders of the Company within the scope of the pre-emptive right or, upon obtaining approval of the Supervisory Board of the Company, with the withdrawal of the pre-emptive right of current shareholders in whole or in part; if the Executive Board takes a decision on the exclusion of the pre-emptive right in relation to a particular share issue, the Executive Board shall be bound to offer the shares issued in the first place to those shareholders, identified by it on the basis of the list of shareholders entitled to participation in the last General Meeting preceding passing by the Executive Board of the resolution on increase of the share capital, who are qualified investors within the meaning of article 8 par. 1 of the Act of 29 July 2005 on Public Offering, Conditions for Introducing Financial Instruments to an Organized Trading System, and on Public Companies (Polish Journal of Laws No. 184, item 1539, as amended),

3) conclude investment or firm commitment underwriting agreements or other agreements securing the success of share issue as well as conclude agreements on the strength of which depository receipts would be issued outside of the territory of the Republic of Poland,

4) take action aiming at dematerialization of pre-emptive rights to shares, rights to shares and shares as well as to conclude agreements with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) on the registration of pre-emptive rights to shares, rights to shares and shares,

5) take action aiming at share issue by way of public offering or applying for admittance of preemptive rights to shares, rights to shares and shares to trading on the regulated market.

3. Shares issued within the limits of authorized capital may be taken up in exchange for contributions in cash or in kind. Resolutions of the Executive Board concerning the issue of shares in exchange for contributions in kind shall require an approval by the Supervisory Board.

4. Within the scope of the authorization to increase the share capital within the limits of authorized capital, the Executive Board shall be empowered to issue subscription warrants mentioned in article 453 § 2 of the Code of Commercial Partnerships and Companies with the subscription date expiring not later than the period for which the authorization has been given. Upon approval by the Supervisory Board, the Executive Board may withdraw in whole or in part the pre-emptive right of shareholders to subscription warrants entitling to subscription for shares.”
 
The Proposing wording of § 6a of the Statute:
"§ 6a

1. The Company’s Management Board is authorized to increase the share capital by an amount not bigger than 383,999.90 PLN (say: three hundred eighty-three thousand nine hundred ninety-nine  zlotys and ninety groszy) by issuing not more than 3,839,999 (say: three million eight hundred thirty nine thousand and nine hundred ninety-nine) ordinary bearer shares with a nominal value of 0.10 PLN (ten groszy) within the new issue of shares of the Company (target capital). The Management Board may exercise the granted authorization by carrying out one or several consecutive increases in the share capital of the Company. The Company’s Management Board may issue shares only in exchange for cash contributions.

2. Authorization of the Company’s Management Board to increase the share capital of the Company within the limits of the target capital shall expire after three (3) years since the date of registering in the register of entrepreneurs the amendment of the Statute of Company made by the resolution of the Ordinary General Meeting No. 16/OGM/2014 of 27 June 2014.

3. Resolution of the  Company’s Management Board adopted in accordance with paragraph 1 above is replaced by a resolution of the General Meeting to increase the share capital of the Company and a notarial deed is required for its validity.

4. The Company’s Management Board, with the consent of the Company’s Supervisory Board, may deprive the Company’s existing shareholders' subscription rights in full to shares issued under the authorization granted to the Company’s Management Board to increase the share capital referred to in paragraph 1 above.

5. Subject to paragraph 4 above and as far as the provisions of the Code of Commercial Companies provide otherwise, the Company’s Management Board shall decide on all matters related to the increase of the share capital of the Company within the limits of the target capital. The Board is empowered in particular to:

a. determine the issue price of the shares, with the consent of the Company’s Supervisory Board, whereas the issue price of each issue of shares within the target capital as defined above may not be less than: (i) the arithmetic mean of the averages, daily weighted prices of the volume of traded shares of the Company on the Warsaw Stock Exchange for the period of three (3) months immediately preceding the resolution of the Company’s Management Board in this matter; and (ii) 100 PLN (say: one hundred zlotys)

b. after obtaining the consent of the Company’s Supervisory Board, in the case of adoption by the Company’s Management Board of a decision of depriving existing shareholders’ subscription rights for the issue of shares, the Company’s Management Board is obliged to offer the issued shares in the first place to those professional clients who are (i) the shareholders the Company, as of the end of the day, in which the Company’s Management Board shall adopt the resolution on the Company’s share capital increase within the target capital (the "Preference Day") and (ii) who will present during the book-building process a document confirming that the entity being a professional client was the shareholder on the Preference Day.

c. conclude agreements on investment or service underwriting or other agreements securing the success of the issue of Company’s shares,

d. take action on dematerialization of rights to shares and to shares of the Company and conclude agreements with the National Depository for Securities (KDPW) for registration of rights to shares and shares of the Company,

e. take action in order to apply for admission of rights to shares and the Company's shares to be traded on the regulated market operated by the Warsaw Stock Exchange in Warsaw S.A., in which the Company's shares are listed."

TYPE OF ACTION NUMBER OF ACTIONS NUMBER OF VOTES
preference inscribed shares 6.650.000 13.300.000
ordinary bearer shares 31.750.000 31.750.000
Total 38.400.000 45.050.000

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