2023 Current Reports EN

Management Board of CPD S.A. (hereinafter referred to as the “Company”) informs that today it received the resignation from the position on the Supervisory Board of the Company by Mr. Mirosław Gronicki. Mr. Wiesław Oleś and Mr. Andrew Pegge also resigned from their positions on the Company’s Supervisory Board. Mr. Andrew Pegge served as the Chairman of the Company’s Supervisory Board and Mr. MirosławGronicki served as the Chairman of the Company’s Audit Committee.

Mr. Andrew Pegge, Mr. MirosławGronicki and WiesławOleś did not provide reasons for their resignation.

The Management Board of CPD SpółkaAkcyjna, with its registered office in Warsaw (hereinafter “the Company”), entered in the Register of Entrepreneurs of the National Court Register, maintained by the District Court for the Capital City of Warsaw, 13th Commercial Division, National Court Register, under KRS no. 0000277147, pursuant to Art. 395, Art. 399 § 1, Art. 402 , Art. 402 , Art. 402 Warsaw, XIII Commercial Division, of the National Court Register under KRS No. 0000277147 pursuant to Article 395, Article 399 § 1, Article 4021 , Article 4022 and Article 406 5 §1 of the Code of Commercial Companies (hereinafter the “CCC”), § 19(1) of the Regulation of the Minister of Finance
of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent the information required by the laws of a non-member state (Journal of Laws 2018, item. 757) convenes the Ordinary General Meeting of the Company (hereinafter referred to as the “General Meeting”, “Ordinary General Meeting” or “OGM”), which will be held on 28 June 2023 at 12:00 p.m., at the law firm LSW Bieńkowski, Laskowski, Leśnodorski, Melzacki i Wspólnicysp. k., with its registered office in in Warsaw, address: 10Szara Street, Warsaw 00-420, with the following agenda:

1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Confirming that the Ordinary General Meeting has been duly convened and is capable of adopting resolutions.
4. Adoption of a resolution on waiving the appointment of the Ballot-Counting Committee.
5. Adoption of the agenda of the Ordinary General Meeting.
6. Presentation of the financial statements of CPD S.A. for the financial year from 1 January to 31 December 2022.
7. Presentation of the consolidated financial statements of the CPD S.A. Group for the financial year from 1 January to 31 December 2022.
8. Presentation of the Management Board’s report on the activities of CPD S.A. and the CPD S.A. Group for the financial year from 1 January to 31 December 2022 and the Management Board’s motion on loss coverage.
9. Presentation of the report of the Supervisory Board of CPD S.A. for 2022.
10. Adoption of a resolution on the approval ofthe financial statements of CPD S.A. for the financial year from 1 January to 31 December 2022.
11. Adoption of a resolution on the approval of the consolidated financial statements of the CPD S.A. Group for the financial year from 1 January to 31 December 2022.
12. Adoption of a resolution on the approval of the Management Board’s report on the activities of CPD S.A. and the CPD S.A. Group for the financial year from 1 January to 31 December 2022.
13. Adoption of a resolution on the approval of the annual report of the Company’s Supervisory Board for 2022.
14. Adoption of a resolution on coverage of the loss of CPD S.A. for 2022.
15. Adoption of resolutions on the discharge of the members of the Management Board of CPD S.A. for the performance of their duties in 2022.
16. Adoption of resolutions on the discharge of the members of the Supervisory Board of CPD S.A. for the performance of their duties in 2022.
17. Presentation of the Supervisory Board report on the remuneration of the members of the Management Board and Supervisory Board.
18. Adoption of a resolution on issuing of an opinion on the Supervisory Board’s report on the remuneration of the members of the Management Board and the Supervisory Board.
19. Adoption of a resolution on the granting of additional remuneration to members of the Supervisory Board.
20. Adoption of a resolution on changes in the composition of the Supervisory Board.
21. Closing of the Ordinary General Meeting.

INFORMATION CONCERNING PARTICIPATION IN THE GENERAL MEETING

1. Shareholders’ rights to request the inclusion of specific items on the agenda of the General Meeting and to propose draft resolutions.

1.1 The right to request the inclusion of specific items on the agenda of the General Meeting.
Pursuant to Article 401 § 1 of the CCC, a Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the General Meeting. The request should be submitted to the Company’s Management Board no later than twenty-one days before the date of the General Meeting, i.e. by 7 June 2023.
The request should include:
(i) an explanatory memorandum or draft resolution relating to the proposed agenda item,
(ii) a copy of the Shareholder’s proof of identity:
– in the case of natural persons: a copy of the identity card, passport or other official document proving the Shareholder’s identity,
– in the case of a Shareholder other than a natural person (legal person, organisational unit without legal personality): a copy of an extract from the relevant register or other document confirming the right of the natural person(s) to represent the Shareholder and a copy of an identity card, passport or other official document confirming the identity of persons authorised to represent the Shareholder,
– if the request is made by a proxy, additionally: a copy of the power of attorney document granted by the Shareholder, or by the person authorised to represent the Shareholder (in the case of a Shareholder who is not a natural person) and a copy of the identity card, passport or other official document certifying the identity of the proxy or, if the proxy is not a natural person, a copy of an extract from the relevant register or any other document evidencing the authority of the natural person(s) to represent the proxy and copies of identity cards, passports or any other official document certifying the identity of the natural person(s) authorised to represent the proxy.
(iii) a document or documents confirming the holding of the Company’s shares in the number entitling to make the request, which may be e.g. a certificate or deposit certificate issued by the entity which maintains the securities account in which the Company’s shares held by the Shareholder (or Shareholders making the request) are recorded, from which it will be evident that the person making the request is a Shareholder of the Company (or they are Shareholders of the Company acting jointly, or are proxies of Shareholders with a relevant power of attorney) and that they represent/represent at least 1/20 of the Company’s share capital.
The request may be submitted in writing to the office of the Company’s Management Board (address: 20 ProstaStreet, 00-850 Warsaw) or by e-mail to shareholder@cpdsa.pl (file format .pdf).

1.2. The right to propose draft resolutions on matters on the agenda of the General Meeting
Pursuant to Art. 401 § 4 of the CCC, a Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital have the right to submit draft resolutions concerning matters introduced into the agenda of the General Meeting or matters which are to be introduced into the agenda. The aforementioned drafts should be submitted to the Company prior to the date of the General Meeting in writing at the office of the Company’s Management Board (address: 20 Prosta Street, 00-850 Warsaw.) or by e-mail to shareholder@cpdsa.pl (file format .pdf). The submitted drafts should be accompanied by the documents referred to in point 1.1.(ii) and (iii) above.

1.3 The right to propose draft resolutions at the General Meeting
Pursuant to Article 401 § 5 of the CCC, each Shareholder entitled to participate in the General Meeting may, during the General Meeting, propose draft resolutions concerning the matters on the agenda of the General Meeting.

1.4 The right to ask questions on the items on the agenda of the General Meeting
Each Shareholder entitled to attend the General Meeting may ask questions during the General Meeting concerning the matters on the agenda of the General Meeting.

2. Procedures for attending the General Meeting and exercising voting rights

2.1 Record date and right to attend the AGM
The Management Board of the Company announces that, pursuant to Article 4061 of the CCC, only persons who are Shareholders of the Company sixteen days prior to the date of the General Meeting, i.e. on 12 June 2023 (hereinafter: the “Record Date”), have the right to participate in the General Meeting. Pursuant to Article 4062 of the CCC, pledgees and users with voting rights have the right to participate in the General Meeting of the Company if the establishment of a limited right in rem in their favour is registered in the securities account on the Participation Registration Date.
The list of Shareholders entitled to participate in the General Meeting shall be determined on the basis of information received by the Company from the National Depository for Securities (“NDS”); however, the Management Board recommends that Shareholders hold registered certificates of the right to participate in the General Meeting issued by the entity maintaining their securities account. A request for the issue of a registered certificate of the right to participate in the General Meeting should be submitted to the entity maintaining the securities account within the period from the date of this notice convening the General Meeting until the first weekday after the Record Date, i.e. until 13 June 2023.

2.2 List of those entitled to attend the AGM
The list of Shareholders entitled to participate in the General Meeting will be prepared on the basis of the list made available by the NDS and displayed at the office of the Management Board of the Company in Warsaw, 20 Prosta Street, from 9.00 a.m. to 4.00 p.m. for 3 weekdays prior to the General Meeting, i.e. on 23, 26, 27 June 2023. Shareholders may review the list of Shareholders entitled to participate in the AGM at the premises of the Management Board and request a copy of the list of entitled Shareholders against reimbursement of the costs of its preparation.
Within three business days before the General Meeting of the Company, a Shareholder may request that the list of Shareholders entitled to participate in the General Meeting be sent to him or her free of charge by e-mail, stating the address to which the list should be sent. The request should be made in writing, signed by the Shareholder or by persons authorised to represent the Shareholder and sent to shareholder@cpdsa.pl (file format .pdf) together with copies of documents confirming that the person making the request is a Shareholder and confirming the identity of the Shareholder or persons representing the Shareholder as indicated in point 1.1.(ii) and (iii) above.

2.3 Manner of participation in the General Meeting and exercise of voting rights
A shareholder who is an individual may attend the General Meeting and exercise its voting rights in person or by proxy. A shareholder other than a natural person may attend the General Meeting and exercise voting rights through a person authorised to make declarations of intent on his behalf or through a proxy.
Shareholders will be admitted to the General Meeting upon presentation of an identity document and proxies upon presentation of an identity document and a valid power of attorney. Proxies or representatives of Shareholders other than natural persons must additionally present current copies from the relevant registers listing the persons authorised to represent such entities, from which their right to represent the Shareholder derives.
Half an hour before the commencement of the General Meeting, the registration of the participants in the General Meeting begins with the signing of the attendance list by the Shareholders and their proxies, containing a list of the Company’s Shareholders drawn up on the basis of the list of those entitled to attend, listing the number of shares each of those entitled to attend the General Meeting holds and the votes they serve.
In the event that a Shareholder is not entered on the list of those entitled but holds a registered certificate of the right to participate in the General Meeting issued by the entity maintaining the Shareholder’s securities account no earlier than after the announcement of the convening of the General Meeting and no later than the first weekday after the Record Date, the Company is obliged to admit him/her to participate in the General Meeting.
If a Shareholder is included in the list of those entitled, the Company does not have the right to request a personal certificate of the Shareholder’s right to attend the General Meeting.

2.4 Proxy Shareholders
(i) Pursuant to Article 4121 § 2 of the Companies Act, a power of attorney should be in writing or granted in electronic form. A power of attorney granted in electronic form does not require a qualified electronic signature.
(ii) The granting of a proxy in electronic form may be done using the proxy form provided on the Company’s website at www.cpdsa.pl under “General Meetings”, which is in accordance with Article 4023 § 1(5) of the CCC. The use of the form by a Shareholder is not obligatory, but the proxy issued must contain at least those elements relating to the identification of persons that the form contains. In addition to the power of attorney, this page also contains instructions on how the proxy may exercise the right to vote at the General Meeting. The use of this instruction is also voluntary.
(iii) Information on the granting or revocation of a proxy, together with the power of attorney, should be sent by the Shareholder by the deadline preceding the closing of the list of participants in the General Meeting, which is drawn up on the day of the General Meeting prior to its commencement and must precede the proxy’s application to be included on the list of participants. The above information should be sent via e-mail, to shareholder@cpdsa.pl by sending to the above address a scan of the proxy document (.pdf file format) signed by the Shareholder (without the attachment – voting instructions) or, in the case of Shareholders other than natural persons, by persons authorised to represent the Shareholder. A Shareholder granting a proxy in electronic form, in addition to the document of proxy, should send data enabling his/her identification and verification of the validity of the proxy: name and surname of the Shareholder, PESEL number, address of residence, e-mail, telephone.
(iv) In order to verify the validity of a proxy granted electronically, the Company has the right to take action relating to the identification of the Shareholder and his/her proxy, in particular it has the right to address a return question electronically and the right to contact him/her by telephone. Failure to respond to the questions asked during the verification process will be treated as a failure to verify the proxy granted and will constitute grounds for refusal to allow the proxy to attend the General Meeting.
(v) For the purposes of confirming the authenticity of the proxy, it is recommended that the Shareholder provide the proxy with a printed copy of the information sent to the Company referred to above.
(vi) A printout of the proxy granted in electronic form shall be attached to the attendance list drawn up prior to the commencement of the General Meeting and subsequently appended to the notarised minutes of the General Meeting.
(vii) If the proxy at the General Meeting is a member of the Company’s Management Board, a member of the Company’s Supervisory Board, an employee of the Company or a member of the governing bodies or an employee of a subsidiary of the Company, the proxy may authorise representation at only one General Meeting. The proxy is obliged to disclose to the Shareholder the circumstances indicating the existence or possibility of conflicts of interest. The proxy has a duty to disclose to the Shareholder any circumstances that may indicate the existence or possibility of conflicts of interest. Such proxy shall vote in accordance with the instructions given by the Shareholder and the granting of a further proxy is excluded.

2.5. Possibility and manner of participating in the General Meeting by means of electronic communication
The Company does not provide for participation in the General Meeting by means of electronic communication.

2.6. Manner of speaking at the General Meeting using electronic communication means
The Company does not provide for the possibility to speak during the General Meeting by means of electronic communication.

2.7 Method of exercising voting rights by correspondence or electronic means of communication
The Company does not provide for the possibility of casting a vote by correspondence or by means of electronic communication.

2.8 Broadcast of the General Meeting
The proceedings of the General Assembly will be streamed in real time on www.cpdsa.pl.

3. General Meeting documentation and other information

3.1 Documentation of the General Meeting
A person entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting, the draft resolutions with justification, the comments of the Management Board or the Supervisory Board of the Company concerning matters on the agenda of the General Meeting or matters which are to be introduced to the agenda before the date of the Extraordinary General Meeting on the Company’s website www.cpdsa.pl in the “General Meetings ” tab and in the office of the Management Board of the Company in Warsaw, 20 ProstaStreet, 00-850 Warsaw.
As of 21 June 2023. A shareholder has the right to request from the Company a copy of the motions on matters on the agenda. Information regarding the General Meeting will be made available on the Company’s website www.cpdsa.pl.

3.2 Information on the General Meeting
Information concerning the General Meeting will be made available on the Company’s website www.cpdsa.pl.

3.3 Other information
The Management Board of the Company announces 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 for the General Meeting as well as the regulations on trading in securities, including in particular those applicable to public companies, which is CPD spółkaakcyjna with its registered office in Warsaw, apply. The Management Board requests the Company’s Shareholders to familiarise themselves with the above regulations (the Articles of Association and the Rules of Procedure of the General Meeting are available on the Company’s website) or to seek advice from entities specialising in legal advisory services as to the impact of these regulations on the Shareholders’ current and planned actions.

At the same time, the Company’s Management Board provides the following in the appendix to this report:

1. Draft resolutions for the Ordinary General Meeting of CPD S.A.;
2. Explanatory Memorandum of the Management Board and Supervisory Board to the draft resolutions of the Ordinary General Meeting of CPD S.A.;
3. Form of proxy for the Ordinary General Meeting of CPD S.A.;
4. Instructions to the proxy for the Ordinary General Meeting of CPD S.A.;
5. Information on the total number of CPD S.A. shares;
6. Report of the Supervisory Board of CPD S.A. for the financial year 1 January to 31 December 2022;
7. Report of the Management Board on the activities of CPD S.A. and the CPD S.A. Group for the financial year 1 January to 31 December 2022;
8. Management Board’s proposal to cover the loss;
9. The financial statements of CPD S.A. for the financial year 1 January to 31 December 2022, together with the auditor’s report;
10. Consolidated financial statements of the CPD S.A. Group for the financial year 202 2 together with the auditor’s report;
11. The Supervisory Board Report on the remuneration of the members of the Management Board and Supervisory Board for the financial year 2021 and 2022, together with the auditor’s report.

Management Board of CPD S.A. (“Company”), informs that on 13 October 2023, the Company received notificationpursuant to Art. 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005 (Journal of Laws No. 184, item 1539, as amended) from company Meduvo Holding Limited and 13 October 2023, the Company received notifications pursuant to Art. 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005 (Journal of Laws No. 184, item 1539, as amended) from Mr.Andrew Pegge,, from company Securities Trust Sp. z o.o.,from companyEuvic S.A.andfrom company LSW Bieńkowski, Laskowski, Leśnodorski, Melzacki i Wspólnicysp.k..

The full content of the notifications is attached to this report.

2023 10 10 Zawiadomienie Meduvo Holding Limited

2023 10 13 Zawiadomienie Andrew Pegge

2023 10 13 Zawiadomienie Securities Trust Sp. z o.o

2023 10 13 Zawiadomienie Euvic SA

2023 10 13 Zawiadomienie LSW Bieńkowski, Laskowski, Leśnodorski, Melzacki i Wspólnicy sp.k.

Legal basis:
Article 70sec 1 of the Act on Public Offering – purchase or sale of a significant block of shares

Signatures:
Elżbieta Wiczkowska, Member of the Management Board, 13 October 2023
Iwona Makarewicz, Member of the Management Board, 13 October 2023.

Management Board of CPD S.A. (hereinafter referred to as the “Company”) informs that it has received the resignation of the chairman and member of the management board from their positions. Mr. Colin Kingsnorth, previously the Chairman of the Company’s Management Board, resigned from his position. Mr. Colin Kingsnorth did not give reasons for his resignation.

Management Board of CPD S.A. (“Company”), informs that on 10 October 2023, the Company received notifications pursuant to Art. 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005 (Journal of Laws No. 184, item 1539, as amended) from Mr. Colin Kingsnorth.

The full content of the notifications is attached to this report.

2023 10 10Zawiadomienie Colin Kingsnorth

Legal basis:
Article 70 sec. 1 of the Act on Public Offering – purchase or sale of a significant block of shares

Signatures:
ElżbietaWiczkowska, Member of the Management Board, 10 October 2023
Iwona Makarewicz, Member of the Management Board, 10 October 2023