Announcement of the Management Board of CCC Joint Stock Company, based in Polkowice, on convening the Ordinary General Meeting of Shareholders on 2nd of June 2016, at 12.00 p.m.
- The General Meeting’s date, time, venue and the agenda
Pursuant to article 399 § 1 of the Code of Commercial 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 the National Court Register /KRS/ number 0000211692 (“the Company”), hereby convenes the Ordinary General Meeting of Shareholders on 2nd of June 2016 (“the General Meeting”) that will be held at 12.00 p.m. at the registered office of the Company at 6 Strefowa Street.
Agenda of the General Meeting:
- Opening of the Ordinary General Meeting.
- Election of the Chairman of the Ordinary General Meeting.
- Validation of convening the Ordinary General Meeting and its ability to adopt resolutions.
- Acceptance of the agenda of the Ordinary General Meeting..
- Presentation by the Management Board's annual financial statements and report on the operations of the Company CCC and consolidated financial statements and the report of the Capital Group's operations in the fiscal year 2015.
- Presentation by the Supervisory Board:
a) Report on the Supervisory Board’s activities for the period 01.01.2015 to 31.12.2015, including among other things, an assessment of the Company’s position including an assessment of internal control, risk management and compliance systems and the internal audit functions, assessment of Company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles, assessment of the rationality of the Company’s sponsorship policy, charities or other similar activities and assessment of fulfillment of the criteria of independence by members of the Supervisory Board,
b) Reports of the Supervisory Board on the results of the evaluation of the separate and the consolidated financial statements on the operations of the Company CCC S.A. and Capital Group CCCS.A. as well as the Management Board's proposal for distribution of profit for the period from 01.01.2015 to 31.12.2015.
- Reviewing and approval of the Separate financial statements of CCC S.A. for the period from 01.01.2015 to 31.12.2015 and the Statements on the operations of the Company for the period from 01.01.2015 to 31.12.2015.
- Reviewing and approval of the Consolidated financial statements of CCC S.A. for the period from 01.01.2015 to 31.12.2015 and the Statements on the operations of the Capital Group CCC S.A. for the period from 01.01.2015 to 31.12.2015.
- Reviewing and approving the Management Board’s motion on the allocation of profit for the financial year 2015 and the payment of dividend.
- Passing the resolutions on giving the discharge to members of the Management Board for fulfillment of duties in the financial year 2015.
- Passing the resolutions on giving the discharge to members of the Supervisory Board for fulfillment of duties in the financial year 2015.
- Adoption of a resolution regarding change of resolution of Ordinary General Meeting dated on 24th of June 2015 on determining the number of Members of the Supervisory Board for the next term of office 2015-2017.
- Supplementary elections to the Supervisory Board.
- Adoption of a resolution on election of the Chairman of the Supervisory Board.
- Adoption of a resolution on the amendment of the Statute.
- Adoption of a resolution on amendments to the Rules of the Supervisory Board of CCC S.A.
- Closing the General Meeting.
The proposed amendments to the Articles of Association pointed in paragraph 14 of the agenda of OGM:
The Management Board announces proposed amendments to the Articles of Association:
(A) Proposed wording of paragraph 9 § 16 section 2 of the Articles of Association
„§ 16 item 2 (…)
9) approval of the Regulations of the Management Board and other normative acts submitted by the Management Board;”
(B) Proposed wording of new paragraph § 18a of the Articles of Association
It is allowed to participate in the General Meeting using the means of electronic communication, provided the announcement on convening the given General Meeting mentions such possibility. Such participation shall include without limitation:
1) broadcasting of the General Meeting in real time;
2) two-way communication in real time, allowing the shareholders to make statements in the course of the General Meeting whilst being in a different place than the venue of the meeting;
3) that the shareholders may exercise, personally or by proxy, the voting rights in the course of the General Meeting.”
|TYPE OF ACTION||NUMBER OF ACTIONS||NUMBER OF VOTES|
|ordinary bearer shares||31.750.000||31.750.000|
|preference inscribed shares||6.650.000||13.300.000|