Ordinary General Meeting

Broadcast of the EGM: LINK

Announcement of the Management Board of CCC Spółka Akcyjna based in Polkowice on convening an Ordinary General Meeting of the Company
for 22 June 2021, 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 22nd June 2021 at 12.00 noon at the Company's registered office in Polkowice, 6 Strefowa Street, 59-100 Polkowice, an Ordinary General Meeting (hereinafter also: "General Meeting") with the following agenda:

  1. Opening of the Ordinary General Meeting.
  2. Election of the Chairman of the Ordinary General Meeting.
  3. Validation of convening the OGM and its possibility to adopt resolutions.
  4. Adoption of the agenda of the Ordinary General Meeting.
  5. Presentation by the Management Board's indyvidual financial statements of the Company CCC S.A. and consolidated financial statements and the Management Board’s statement of the Capital Group's operations for the financial year starting on January 1, 2020 ended on January 31, 2021.
  6. Presentation by the Supervisory Board:
    1. Report on the Supervisory Board’s activities for the financial year starting on January 1, 2020 ended on January 31, 2021,
    2. Reports of the Supervisory Board on the results of the evaluation of the individual and the consolidated financial statements on the operations of the Company CCC S.A. and Capital Group CCC S.A. for the financial year starting on January 1, 2020 ended on January 31, 2021.
  7. Reviewing and approval of the individual financial statements of CCC S.A. for the financial year starting on January 1, 2020 ended on January 31, 2021.
  8. Reviewing and approval of the Consolidated financial statements and the Management Board’s statements on the operations of the Capital Group CCC S.A. for the financial year starting on January 1, 2020 ended on January 31, 2021.
  9. Reviewing and approving the Management Board’s proposal on covering the loss for the financial year starting on January 1, 2020 ended on January 31, 2021.
  10. Adoption of resolutions on the acknowledgement of the fulfilment of duties by members of the Management Board for the financial year starting on January 1, 2020 ended on January 31, 2021.
  11. Adoption of resolutions on the acknowledgement of the fulfilment of duties by members of the Supervisory Board for the financial year starting on January 1, 2020 ended on January 31, 2021.
  12. Adoption of resolution on the opinion on the Report on the remuneration of members of the Management Board and the Supervisory Board of the Company for the period from 01.01.2019 to 31.01.2021.
  13. Adoption of a resolution on the approval of the Regulations of the Supervisory Board.
  14. Adoption of a resolution on adopting amendments to the Remuneration Policy for the members of the Management Board and the Supervisory Board of CCC S.A.
  15. Adoption of a resolution on the change of principles of remunerating the Members of Supervisory Board of CCC S.A.
  16. Adoption of a resolution on amending the Company's Articles of Association
  17. Closing the OGM.

Propositions of amendments to the Articles of Association pointed in paragraph 16 of OGM 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 the Articles of Association:

a) 10 sec. 5 of the Company's Articles of Association:

current wording:

“A member of the Management Board may resign from his/her position at any time. The resignation shall be submitted in writing to the Chairman of the Supervisory Board, for the information of the other members of the Management Board."

 

new wording:

“A member of the Management Board may resign from his/her function at any time. A member of the Management Board shall submit his/her resignation to the Company and deliver the letter or submit a statement of resignation to one member of the Management Board or a proxy. In addition, he should notify the Chairman of the Supervisory Board of the resignation."

b)11 of the Company's Articles of Association:

current wording:

“The following are authorised to represent the Company externally:

  • President of the Management Board - single-handedly;
  • two Board members acting jointly or a Board member acting jointly with a proxy."

new wording:

“The following are authorised to represent the Company externally:

1/ the President of the Management Board acting jointly with the Vice-President of the Management Board or a proxy,

2/ two Vice-Presidents of the Management Board acting jointly,

3/ Vice President of the Management Board acting jointly with the proxy."

c) 16. section 2 item 7 of the Company's Articles of Association:

current wording:

“determining the principles for remunerating members of the Company's Management Board;"

 

new wording:

 “to determine the remuneration of members of the Company's Management Board and to specify the principles of the Remuneration Policy;"

  1. Date of registration of participation in the General Meeting

The day of registration for the General Meeting is 6th June 2021. ("Registration Day").

  1. 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:

  1. sixteen days prior to the date of the General Meeting (e. on 6th June 2021), 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
  2. in the period from the date of announcement of the convening of the General Meeting, i.e. from 29th May 2021 to the first business day after the Registration Date, i.e. until 7th June 2021. (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.
  1. 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.).

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 21 June, 18 June, 17 June 2021 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]

  1. 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, e. by 1 June 2021. 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.

  1. 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.

  1. 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 - 22.06.2021. 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.

  1. 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 on15th June 2021.

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 15th  June 2021 at 4:00 p.m. to [email protected]:

  1. 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.
  2. 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 18th June 2021 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 21th June 2021, 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 21 June 2021 (from 4:00 p.m. to 5:00 p.m.) and 22 June 2021, 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.

 

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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 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 inscribed shares 6.850.000 6.850.000
Total 54.868.000 61.518.000

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