32/2018 Extraordinary General Meeting

The Management Board of CPD S.A. with the corporate seat in Warsaw (hereinafter “the Company”), registered in the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw, XIII Economic Division of the National Court Register under number KRS 0000277147, pursuant to articles 399 and, 402^{1 o}f the Commercial Companies Code (hereinafter “CCC”) and § 19.1 of the Ordinance of the Minister of Finance of 29 March 2018 EGM on current and periodic information passed by issuers of securities and on conditions of considering it as equivalent to information required under the law of state that is not a Member State (Journal of Laws of 2018 . item 757, as amended), hereby convenes the Extraordinary General Meeting of the Company (hereinafter “the General Meeting” “the Extraordinary General Meeting” or “EGM”) to be held on September 6, 2018 at 11:00 at the Company’s office at Cybernetyki 7B, 02-677 Warsaw, with the following agenda:

The Extraordinary General Meeting hereby adopts the following agenda:

• Opening the General Meeting
• Appointing the Chairman of the General Meeting
• Confirming correct convention of the Extraordinary General Meeting and its entitlement to adopt resolutions.
• Adopting the agenda of the General Meeting
• Adopting resolution on the changes in the composition of the Supervisory Board of the CPD S.A.
• Adopting resolution on redeeming own stocks of CPD S.A.
• Adopting resolution on decreasing equity of CPD S.A. and amending the Company Statute.
• Adopting resolution on amendments of the Company Statute.
• Closing the Meeting

 

In connection with items 7 and 8 of the agenda, changes to the statute are planned in the following areas:

• The existing p 4.1 of the Company Statute:

“The share capital of the Company shall be PLN 3,286,320.30 (say: three million two hundred eighty six thousand three hundred twenty zlotys and 30/100), divided into 32,863.203 (say; thirty two million eight hundred sixty three thousand two hundred and three) shares with the nominal value of PLN 0.10 (say: ten grosz) each, including:

• 32,335,858 (say: thirty two million three hundred thirty five thousand eight hundred fifty eight) B series ordinary bearer shares,
• 163,214 (say: one hundred sixty three thousand two hundred fourteen) C series ordinary bearer shares,
• 76,022 (say: seventy six thousand twenty two) D series ordinary bearer shares,
• 88,776 (say: eighty eight thousand seven hundred seventy six) E series ordinary bearer shares,
• 199,333 (say: one hundred ninety nine thousand three hundred thirty three) F series ordinary bearer shares.”

shall be replaced by the following:

„1. The Company’s equity shall amount to zł 2,637,113.10 (two million six hundred thirty seven thousand one hundred thirteen zlotys ten groszys) and shall be divided into 26,371,131 (twenty six million three hundred seventy one thousand one hundred thirty one zlotys) stocks of AA series of nominal value zł 0.10 (ten groszys) each.”

• 4d of the Company Statute is deleted;

 

• the existing  10.5 of the Company Statute:

“From the moment the Company obtains the status of a public company, the Supervisory Board’s competence shall include giving consent to the Company’s entering into any significant agreements with the Company’s affiliates as stipulated by the Regulation of the Minister of Finance of 19 February 2009 on regular and periodical information to be submitted by issuers of securities and on terms of recognizing information required under regulations of a non-EU Member State (Journal of Laws (Dz. U.) of 2009 No 33, item 259) or any other legal act to replace this Regulation in the legal order. The consent shall not be required for typical transactions concluded on market terms as a part of the Company’s operating activities with a subsidiary in which the Company holds a majority capital share. A resolution concerning the consent for the Company to enter into a material agreement with the Company’s affiliates may be passed if at least one Independent Member of the Supervisory Board consented to it.”

shall be replaced by the following:

„Since acquisition by the Company of the status of a public company, competence of the Supervisory Board shall include granting consent to execution by the Company of any significant agreement with any stockholder holding of at least 5% of total number of votes in the Company or with any affiliate within the meaning of international accounting standards adopted under the regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards. No consent shall be required for typical transactions performed on arm’s length basis within the framework of operating activity carried on by the Company with entities in the Company’s capital group.”;

• The existing  11.2.7) of the Company Statute:

“if the Company becomes publicly listed and as long as the Company remains publicly listed: (i) draw up a concise evaluation of the Company’s standing, including evaluation of the internal audit system and the system for managing major risks for the Company, and present it at the General Meeting of Shareholders; (ii) evaluate on an annual basis of the work of the Supervisory Board (self-evaluation) and present it to the General Meeting of Shareholders; (iii) discuss and give opinion on matters to be resolved at the General Meeting of Shareholders,”

shall be replaced by the following

„in the event of acquisition by the Company of the status of a listed company and as long as the Company remains listed – preparing and presenting to the Ordinary General Meeting: (i) evaluation of the Company’s situation with consideration of the evaluation of the internal inspection system, risk management, compliance and internal audit function; (ii) report on the Supervisory Board’s activity; (iii) evaluation of fulfilment of the Company’s information requirements concerning application of the corporate governance rules; (iv) evaluation of rationality of the Company’s sponsoring and charity policy; (v) examination of and opinion on any issues to become subject matters of resolutions of the General Meeting;”

• The existing  11.3 of the Company Statute:

“Should the Company become publicly listed, when the number of members of the Supervisory Board is at least 6 (six) and as long as the Company remains publicly listed, an Audit Committee shall be appointed as a part of the Supervisory Board. The Committee shall consist of at least one Independent Member of the Supervisory Board competent in the field of accounting and finance.”

shall be replaced by the following

„The Supervisory Board shall appoint the Audit Committee if provisions of law impose such an obligation thereon.”

• The existing  11.4 of the Company Statute:

“Responsibilities of the Audit Committee shall include in particular giving opinions for the purposes of evaluations referred to in §11 item 2, 4) and 5), reports and conclusions of the Management Board, as well as giving opinion on the Company’s annual budgets and strategic plans presented to the Supervisory Board by the Management Board, and giving recommendations as to the selection of entity to act as the Company’s auditor.”

shall be replaced by the following

“If stocks of the Company are traded on a regulated market, the Supervisory Board may adopt a resolution on appointment of the Audit Committee even without such a statutory obligation.

• 11.5 and 11.6 of the Company Statute are deleted.

 

• The existing  12.2 of the Company Statute

Independent Members should meet the independency criteria indicated in Annex II to the European Commission’s Recommendation of 15 February 2005 on the role of non-executive directors or being members of supervisory boards of publicly listed companies in section III item 6 of the “Good Practices of Companies Listed at the Warsaw Stock Exchange” appended to the Resolution no. 17/1249/2010 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie SA (Warsaw Stock Exchange) of 19 May 2010 or indicated in other regulations on independence criteria applicable to independent members of supervisory boards of listed companies valid at the date of appointment of the Independent Member.

shall be replaced by the following:

„The Independent Members shall fulfil the independence criteria provided in: (i) Attachment II to the Recommendation of the European Commission of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board; (ii) the guidelines included in the document „Best Practice of Companies Listed at GPW 2016”; or (iii) other regulations concerning independence criteria required from independent members of supervisory boards of public companies, in force on the day of appointment of the Independent Member.”

• par. 12.3 and 12.4 of the Company Statute are deleted.

 

• The existing  12.5 of the Company Statute shall be renumbered as par 12.3 of the Company Statute.

 

In connection with item 7 of the agenda, the Management Board based on art. 455 § 2 of the Commercial Companies Code informs about the planned resolution on decreasing equity of CPD S.A. share capital by PLN 1 298 289.20 (in words: one million two hundred ninety eight thousand two hundred and eighty nine zlotys twenty groszy).

The decrease of the Company’s equity is effected by redemption of total 12,982,892 (in words: twelve million nine hundred eighty two thousand eight hundred ninety two) the Company’s own stocks of total value zł 0.10 (ten groszys) each and of total value zł 1,298,289.20 (in words: one million two hundred ninety eight thousand two hundred eighty nine zlotys twenty groszys) marked with a code ISIN PLCELPD00013, acquired by the Company as a result of announcing the Company’ invitation to make offers to sell the Company’s stocks of 2 October 2017, which was modified on 3 October 2017, and of 29 May 2018 (the method of reduction).

The equity is decreased in connection with redemption of the Company’s own stocks under the resolution on the Extraordinary General Meeting of the Company of 6 September 2018 on redeeming own stocks of CPD S.A. (the purpose of redeeming equity).

Information on attendance at the General Meeting

1. Stockholders’ rights to demand putting certain issues on the agenda of the General Meeting and to submit draft resolutions
   • Right to demand putting certain issues on the agenda of the General Meeting

Under article 401.1 of the Code of Commercial Companies (hereinafter “CCC”), Stockholder(s) representing at least one twentieth of the Company’s equity may demand putting certain issues on the agenda of the General Meeting. The demand should be submitted to the Company’s Management Board at least twenty-one days prior to the day of the General Meeting, i.e. until August 16, 2018.

The demand should contain:

• justification of or draft resolution on the proposed item of the agenda;
• copy of document confirming the Stockholder’s identity:
• natural persons: copy of ID card, passport or any other document confirming the Stockholder’s identity;
• Stockholder other than natural person (legal person, organisational unit without personality at law): copy of extract from relevant register or another document confirming the natural person(s) right to represent the Stockholder, as well as copy of ID card, passport or any other official document confirming identity of person(s) authorised to represent the Stockholder;
• if the demand is submitted by proxy, additionally: copy of power of attorney granted by the Stockholder or by the Stockholder’s representative (if the Stockholder is not a natural person) and copy of ID card, passport or any other official document confirming the proxy’s identity; or, when the proxy is not a natural person: copy of extract from relevant register or another document confirming authorisation of natural person(s) to represent the proxy, as well as copies of ID cards, passports or other official documents confirming identity of natural person(s) authorised to represent the proxy;
• document(s) confirming the number of stocks in the Company authorising its holder to submit the demand, which may be a certificate of deposit issued by the operator of securities account with stocks in the Company held by the Stockholder(s) submitting the demand, which will evidence that the party submitting the demand is the Stockholder of the Company (or Stockholders of the Company acting jointly, or proxy of Stockholders under relevant power of attorney) and that that party represents at least 1/20 of the Company’s equity.

The demand may be submitted at the Company’s office (ul. Cybernetyki 7B, 02-677 Warsaw) or by email: shareholder@cpdsa.pl (.pdf format)

 

• Right to submit draft resolutions on issues put on the agenda of the General Meeting

Under article 401.4 of CCC, Stockholder(s) representing at least one twentieth of the Company’s equity may submit draft resolutions on issues put on the agenda of the General Meeting or issues that may be put on the agenda. Those drafts should be submitted in written form before the date of the General Meeting to the Company’s office (ul. Cybernetyki 7B, 02-677 Warsaw) or by email: shareholder@cpdsa.pl (.pdf format). Those drafts should be appended with the documents mentioned in 1.1(ii) and (iii) above.

 

• Right to submit draft resolutions during the General Meeting

Under article 401.5 CCC, during the General Meeting each Stockholder authorised to attend it may submit draft resolutions on issued put on the agenda of the General Meeting.

 

2. Procedures for attending the General Meeting and exercising the right to vote
   • Day of registration of attendance and right to attend EGM

The Management Board of the Company informs that under article 406¹ CCC the General Meeting may be attended only by persons that are Stockholders of the Company as of sixteenth day preceding the date of the General Meeting, i.e., August 21, 2018 (“the Attendance Registration Day”).

The number of Stockholders authorised to attend the General Meeting will be fixed on the basis of information received by the Company from the National Securities Depository (hereinafter “KDPW”). However, the Management Board recommends Stockholders to carry their individual certificates of right to attend the General Meeting issued by the securities account operator. The request to issue individual certificate of right to attend the General Meeting should be submitted to the securities account operator after the date of this notice of convention of the General Meeting until the first working day after the Attendance Registration Day, i.e. until August 22, 2018.

 

• List Stockholders entitled to attend EGM

The list of Stockholders entitled to attend the General Meeting will be compiled on the basis of the list provided by KDPW and will be available at the Management Board’s office in Warsaw, ul. Cybernetyki 7b, from 9:00 to 16:00 for three working days preceding the General Meeting, i.e. from September 3, 2018 to September 5, 2018. Stockholders may review the list of Stockholders entitled to attend the General Meeting at that office and may demand a copy of that list, upon payment for making such a copy.

During the three working days preceding the General Meeting, each Stockholder may request mailing the list of Stockholders entitled to attend the General Meeting, free of charge, to a given address. The request must be written and signed by the Stockholder or by persons authorised to represent that Stockholder and must be emailed to shareholder@cpdsa.pl (.pdf format) with copies of documents confirming the fact that the requesting person is a Stockholder and confirming the identity of the Stockholder or the person representing the Stockholder as provided in sections 1.1(ii) and (iii) above.

 

• Method of attending the General Meeting and exercising the right to vote

Stockholders who are natural persons may attend the General Meeting and exercise their right to vote personally or through proxies. Stockholders that are not natural persons may attend the General Meeting and exercise their right to vote through persons authorised to declare those Stockholders’ intentions or through proxies.

Stockholders will be admitted to the General Meeting upon presentation of identity document; proxies will be admitted upon presentation of identity document and power of attorney. Proxies and representatives of Stockholders other than natural persons should also present valid extracts from relevant registers indicating persons authorised to represent those entities and evidencing their right to represent the Stockholder.

Half an hour before starting the General Meeting registration of its attendants will begin by signing by Stockholders and/or their proxies of the list of attendants compiled on the basis of the list of admitted parties indicating numbers of their stocks and related votes at the General Meeting.

If any Stockholder is not put on the list of admitted parties but possesses individual certificate of right to attend the General Meeting issued by the securities account operator not later than on the first working day after the Attendance Registration Day, the Company must admit that Stockholder to the General Meeting.

When a Stockholder is put on the list of admitted parties, the Company must not demand any certificate of that Stockholder’s right to attend the General Meeting.

 

• Stockholders’ proxies

• Under article 412¹.2 of CCC, powers of attorney should be granted in writing or emailed. Emailed powers of attorney do not require any safe electronic signature verified by valid qualified certificate.
• Electronic powers of attorney may be emailed on the form provided on the Company’s web site cpdsa.pl, insert “General Meetings”, which is compliant with article 402³.1.5 CCC. Stockholders are not required to use that form but their powers of attorney must contain at least the particulars provided on that form. Besides the power of attorney, the above site also contains instructions for exercising the right to vote at the General Meeting by proxies. Following those instructions is not obligatory.
• Information on granting or revoking any emailed power of attorney should be emailed by the Stockholder together with the power of attorney before closing of the list of attendants of the General Meeting produced on the day of the General Meeting before its start, and must precede the proxy’s request to be put on the list of attendants. The above information should be emailed to shareholder@cpdsa.pl by sending a scan of the power of attorney (.pdf format) signed by the Stockholder (without attachment – voting instruction) or, in the case of Stockholders other than natural persons, by persons authorised to represent the Stockholder. Besides the power of attorney, the Stockholder that granted it should also send data enabling its identification and verification of validity of the power of attorney: name and surname of the Stockholder, PESEL number, home address, e-mail, telephone.
• In order to verify the power of attorney granted by email, the Company may take certain steps necessary to identify the Stockholder and its proxy, especially to pose electronic question by return email and to telephone. Lack of answer to those questions during verification will be treated as inability to verify the power of attorney and will constitute grounds for refusal to admit the proxy to the General M
• In order to confirm authenticity of the power of attorney, it is recommended that the Stockholder hands-over to the proxy a printed copy of the aforementioned information passed to the Company.
• Printout of emailed power of attorney will be attached to the list of attendants produced before start of the General Meeting and thereafter will be attached to the Notary Public’s minutes from the General Meeting according to the article 421.1 of CCC.
• If a proxy at the General Meeting is a member of the Company’s Management Board, member of the Company’s Supervisory Board, employee of the Company or member of body or employee of the Company’s subsidiary, the power of attorney may entitle its holder to attend only one General M The proxy will be required to inform the Stockholder of any circumstances indicative of existence or possibility of existence of any conflict of interests. Such a proxy will vote in accordance with instructions granted by the Stockholder; and no further power of attorney may be granted.

 

• Possibility and method of attending the General Meeting through electronic telecommunication

The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to attend the General Meeting by electronic telecommunication.

 

• Method of taking the floor during the General Meeting by electronic telecommunication

The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to take the floor during the General Meeting by electronic telecommunication.

 

• Method of exercising the right to vote by correspondence or electronic telecommunication

The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to exercise he right to vote at the General Meeting by correspondence or electronic telecommunication.

 

3. Documentation of the General Meeting and other information
   • Documentation of the General Meeting

Each person entitled to attend the General Meeting may obtain full documentation to be presented at the General Meeting, draft resolutions with justifications, comments of the Management Board or the Supervisory Board of the Company regarding the issues put on the agenda of the General Meeting or issues that may be put on the agenda before the date of the Extraordinary General Meeting on the Company’s web site www.cpdsa.pl., insert “General Meetings”, and at the Company’s office in Warsaw, ul. Cybernetyki 7b, 02-677 Warsaw.

From August 30, 2018 Stockholders may request the Company to release copies of requests regarding issues put on the agenda.

• Information on the General Meeting

Information on the General Meeting will be available on the Company’s web site www.cpdsa.pl.

• Other information

The Management Board informs that any issues not included in this notice are subject to provisions of the Commercial Companies Code, the Company Statute, the General Meeting By-laws and regulations on trading in securities, especially of public companies, one of which is CPD S.A. with the corporate seat in Warsaw. The Management Board requests the Stockholders of the Company to read these regulations (the Statute and the General Meeting By-laws are available on the Company’s web site) and to seek advice of specialist legal advisors on impact of those regulations on the present and planned activities of the Stockholders.

 

The following documents are attached to this report:

1_CPD S.A_draft of resolution EGM

2_CPD_SA_Justification_of_draft_resolutions_EGM

3_CPD SA_Power of attorney EGM

4_CPD SA_Instruction to the poa EGM

5_CPD SA_Information on the total number of shares EGM