English
PolishThe Management Board of CPD Spółka Akcyjna with its registered office in Warsaw (hereinafter the “Company”), entered into the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000277147 pursuant to art. 395, art. 399 § 1, art. 4021, art. 4022 and art. 4065 § 1 of the Code of Commercial Companies (hereinafter “CCC”), § 19 sec. 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2018, item 757), is convened by the Ordinary General Meeting Of the Company (hereinafter the “General Meeting”, “Ordinary General Meeting” or “AGM”) to be held on June 28, 2022. at 2:00 p.m., at the registered office of the Company at ul. Cybernetyki 7b, 02-677 Warsaw, with the following agenda:
1) Opening of the General Meeting.
2) Election of the Chairman of the General Meeting.
3) Confirmation that the Annual General Meeting has been duly convened and is capable of adopting resolutions.
4) Adoption of the agenda of the General Meeting.
5) Presentation of the financial statements of CPD S.A. for the financial year from January 1 to December 31, 2021.
6) Presentation of the Management Board’s report on the activities of CPD S.A. for the financial year from January 1 to December 31, 2021 and the Management Board’s motion regarding the distribution of profit.
7) Presentation of the report of the Supervisory Board of CPD S.A.
8) Adoption of a resolution on the approval of the Management Board’s report on the activities of CPD S.A. for the financial year from January 1 to December 31, 2021.
9) Adoption of a resolution on the approval of the financial statements of CPD S.A. for the financial year from January 1 to December 31, 2021.
10) Adoption of a resolution on allocation of the profit of CPD S.A. for the year 2021.
11) Presentation of the Management Board’s report on the activities of the CPD S.A. Capital Group and the consolidated financial statements of the CPD S.A. Capital Group. for the financial year 2021.
12) Adoption of a resolution on the approval of the Management Board’s report on the activities of the CPD S.A. Capital Group. for the financial year 2021.
13) Adoption of a resolution on the approval of the consolidated financial statements of the CPD S.A. Capital Group. for the financial year 2021.
14) Adoption of resolutions on granting members of the Management Board of CPD S.A. discharge for the performance of their duties in 2021.
15) Adoption of resolutions on granting members of the Supervisory Board of CPD S.A. discharge for the performance of their duties in 2021.
16) Adoption of a resolution authorizing the Management Board of the Company to purchase own shares of CPD S.A. for redemption.
17) Adoption of a resolution on the number of members of the Supervisory Board of the fifth term of office.
18) Adoption of resolutions on the appointment of members of the Supervisory Board of the fifth term of office, including: chairman, vice-chairman, secretary of the Supervisory Board.
19) Presentation of the Supervisory Board report on the remuneration of members of the Management Board and Supervisory Board.
20) Adoption of a resolution on issuing an opinion on the Supervisory Board’s report on the remuneration of members of the Management Board and Supervisory Board.
21) Closing of the General Meeting.
INFORMATION ON PARTICIPATION IN THE GENERAL MEETING
- Shareholders’ rights to request that certain matters be placed on the agenda of the General Meeting and to submit draft resolutions.
1.1. The right to request that certain matters be placed on the agenda of the General Meeting.
Based on Article. 401 § 1 of the Commercial Companies Code. A shareholder or shareholders representing at least one-twentieth of the share capital of the Company may request that certain matters be placed on the agenda of the General Meeting. The request should be submitted to the Management Board of the Company no later than twenty one days before the date of the General Meeting, i.e. by June 7, 2022.
The request should include:
(i) a justification or a draft resolution regarding the proposed item on the agenda,
(ii) a copy of the document confirming the identity of the Shareholder:
– in the case of natural persons: a copy of the identity card, passport or other official document confirming the identity of the Shareholder,
– in the case of a Shareholder other than a natural person (legal person, organizational unit without legal personality): a copy of an excerpt from the relevant register or other document confirming the entitlement of the natural person (or natural persons) to represent the Shareholder and a copy of an identity card, passport or other official document certifying the identity of persons authorized to represent the Shareholder,
– in the case of a request made by a proxy, additionally: a copy of the power of attorney granted by the Shareholder or by a person authorized to represent the Shareholder (in the case of a Shareholder who is not a natural person) and a copy of an ID card, passport or other official document confirming the proxy’s identity or, in the case of if the proxy is not a natural person, a copy of an excerpt from the relevant register or other document confirming the authorization of the natural person (or natural persons) to represent the proxy and copies of identity cards, passports or other official document confirming the identity of the natural person (or natural persons) authorized to representing an attorney.
(iii) a document or documents confirming the possession of the Company’s shares in the number entitling to submit a request, which may be, for example, a certificate or certificate of deposit issued by the entity maintaining the securities account on which the Company’s shares held by the Shareholder (or Shareholders submitting the request) are registered, which will show that the person submitting the request is a Shareholder of the Company (or are Shareholders of the Company acting jointly, or is a proxy of Shareholders with an appropriate power of attorney) and the fact that they represent / represent at least 1/20 of the share capital of the Company.
The request may be submitted in writing to the Company’s seat (address: Cybernetyki 7b, 02-677 Warsaw) or via e-mail to shareholder@cpdsa.pl (.pdf file format).
1.2. The right to submit draft resolutions on matters placed on the agenda of the General Meeting
Based on Article. 401 § 4 of the Commercial Companies Code. A shareholder or shareholders representing at least one-twentieth of the share capital of the Company have the right to submit draft resolutions on matters included in the agenda of the General Meeting or matters to be included in the agenda. The above-mentioned projects should be submitted to the Company before the date of the General Meeting in writing at the Company’s seat (address: Cybernetyki 7b, 02-677 Warsaw) or via e-mail to shareholder@cpdsa.pl (.pdf file format). The documents referred to in point 1.1 should be attached to the submitted projects. point (ii) and (iii) above.
1.3. The right to submit draft resolutions during the General Meeting
Based on Article. 401 § 5 of the Commercial Companies Code, each of the Shareholders entitled to participate in the General Meeting may, during the General Meeting, submit draft resolutions on matters included in the agenda of the General Meeting.
1.4. The right to ask questions regarding matters on the agenda of the General Meeting
Each of the Shareholders entitled to participate in the General Meeting may, during the General Meeting, ask questions regarding the matters on the agenda of the General Meeting.
- Procedures related to participation in the General Meeting and exercise of voting rights
2.1. Date of registration of participation and the right to participate in the OGM
The Management Board of the Company informs that, pursuant to Art. 4061 of the Commercial Companies Code, only persons who are Shareholders of the Company sixteen days before the date of the General Meeting, ie on June 12, 2022 (hereinafter: “Participation Registration Date”). Pursuant to Art. 4062 of the Commercial Companies Code, pledgees and users who are entitled to vote, have the right to participate in the General Meeting of the Company, if the establishment of a limited property right for them is registered on a securities account on the Registration Date for Participation in the General Meeting.
The list of Shareholders entitled to participate in the General Meeting will be determined on the basis of information received by the Company from the National Depository for Securities (hereinafter: “KDPW”), however, the Management Board recommends that Shareholders have personal certificates of the right to participate in the General Meeting issued by the entity maintaining the securities account . The request for a personal 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 announcement on convening the General Meeting by the first business day after the Participation Registration Date, i.e. by June 13, 2022.
2.2. List of persons authorized to participate in the OGM
The list of Shareholders entitled to participate in the General Meeting will be prepared on the basis of the list provided by the National Depository for Securities and available at the office of the Management Board of the Company in Warsaw, at ul. Cybernetyki 7b, from 9.00 a.m. to 4.00 p.m. for 3 business days before the General Meeting, i.e. on 23, 24, 27 June 2022. Shareholders may view the list of Shareholders entitled to participate in the OGM at the premises of the Management Board and request a copy of the list of authorized persons for reimbursement the cost of its preparation.
Within three working days prior to the holding of 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 free of charge by e-mail, providing the address to which the list should be sent. The request should be made in writing, signed by the Shareholder or by persons authorized to represent the Shareholder and sent to shareholder@cpdsa.pl (.pdf file format) together with copies of documents confirming the fact that the person submitting the request is a Shareholder and confirming the Shareholder’s identity or persons representing the Shareholder in the manner indicated in item 1.1. point (ii) and (iii) above.
2.3. Manner of participation in the General Meeting and exercise of voting rights
A shareholder who is a natural person may participate in the General Meeting and exercise the voting right in person or through a proxy. A shareholder other than a natural person may participate in the General Meeting and exercise the voting right through a person authorized to make declarations of will on his behalf or through a proxy.
Shareholders will be allowed to participate in 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 should additionally present current extracts from appropriate registers, listing the persons authorized to represent these entities, from which their right to represent the Shareholder results.
Half an hour before the start of the General Meeting, the registration of the participants of the General Meeting begins by signing the attendance list by the Shareholders and their proxies, containing the list of the Company’s Shareholders drawn up on the basis of the list of authorized persons, specifying the number of shares held by each of the persons entitled to participate in the General Meeting. and the voices that serve him.
If the Shareholder is not entered on the list of authorized persons but has a personal certificate of the right to participate in the General Meeting issued by the entity maintaining the Shareholder’s securities account, not earlier than after the announcement of the convening of the General Meeting and not later than on the first working day after the Participation Registration Date , The Company is obliged to admit him to participate in the General Meeting.
If a Shareholder is entered on the list of eligible shareholders, the Company has no right to demand a personal certificate confirming the right to participate in the General Meeting.
2.4. Shareholders’ proxies
(i) Pursuant to Art. 4121 § 2 of the Commercial Companies Code, the power of attorney should be made in writing or granted in electronic form. A power of attorney granted in electronic form does not require a qualified electronic signature.
(ii) An electronic power of attorney may be granted using the power of attorney form available on the Company’s website at www.cpdsa.pl in the “General Meetings” tab, which is in accordance with Art. 4023 § 1 point 5 of the Commercial Companies Code. The use of the form by the Shareholder is not obligatory, but the issued power of attorney must contain at least the elements related to the identification of persons contained in the form. In addition to the power of attorney, this page also includes instructions on how to exercise voting rights by a proxy at the General Meeting. The use of this manual is also voluntary.
(iii) Information on granting or revoking the power of attorney along with the power of attorney should be sent by the Shareholder before the closing of the list of participants in the General Meeting, which is drawn up on the day of the General Meeting before its commencement and must precede the proxy’s request for entry 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 scanned copy of the power of attorney (.pdf file format) signed by the shareholder (without an attachment – voting instructions), or, in the case of Shareholders other than natural persons, by persons authorized to represent the Shareholder. A shareholder granting a power of attorney in electronic form, in addition to the power of attorney document, should send data enabling its identification and verification of the validity of the power of attorney: shareholder’s name and surname, PESEL number, home address, e-mail address, telephone number.
(iv) In order to verify the validity of the power of attorney granted electronically, the Company has the right to take actions related to the identification of the Shareholder and his proxy, in particular, the right to submit a return question in electronic form and the right to contact by phone. Failure to answer the questions asked during the verification will be treated as the inability to verify the granted power of attorney and will constitute the basis for refusal to admit the proxy to participate in the General Meeting.
(v) For the purposes of confirming the authenticity of the power of attorney, 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 power of attorney granted in electronic form is attached to the attendance list prepared before the beginning of the General Meeting and then attached to the notarized minutes of the General Meeting.
(vii) If the proxy at the General Meeting is a member of the Management Board, a member of the Supervisory Board of the Company, an employee of the Company or a member of the governing bodies or an employee of a subsidiary of the Company, the power of attorney may authorize to represent only one General Meeting. The proxy is obliged to disclose to the Shareholder the circumstances indicating the existence or the possibility of occurrence of conflicts of interest. The attorney is obliged to disclose to the Shareholder any circumstances that may indicate the existence or possibility of a conflict of interest. Such a proxy votes in accordance with the instructions given by the Shareholder, and granting further power of attorney is excluded.
2.5. Possibility and manner of participating in the General Meeting with the use of electronic communication means
The Company does not provide for the possibility of participating in the General Meeting by means of electronic communication.
2.6. Manner of speaking during the General Meeting by means of electronic communication
The Company does not provide for the possibility of taking the floor during the General Meeting by means of electronic communication.
2.7. The method of exercising the voting right by correspondence or by means of electronic communication
The Company does not provide for the possibility of voting by correspondence or using electronic means of communication.
2.8 Broadcast of the General Meeting
The General Meeting will be broadcast in real time on the website www.cpdsa.pl.
- Documentation of the General Meeting 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, draft resolutions with justification, comments from the Management Board or the Supervisory Board of the Company regarding the matters included in the agenda of the General Meeting or matters to be put on the agenda. the meeting before the date of the Extraordinary General Meeting on the Company’s website www.cpdsa.pl in the “General Meetings” tab and at the Company’s seat in Warsaw at ul. Cybernetyki 7b, 02-677 Warsaw.
As of June 21, 2022, the shareholder has the right to request the Company to issue a copy of the motions on matters included in the agenda. Information on the General Meeting will be made available on the Company’s website www.cpdsa.pl.
3.2. Information on the General Meeting
Information on the General Meeting will be made available on the Company’s website www.cpdsa.pl.
3.3. Other informations
The Management Board of the Company informs that in matters not covered by this announcement, the provisions of the Commercial Companies Code, the Articles of Association and the Regulations of the General Meeting of the Company and the regulations on trading in securities, in particular in public companies, which is CPD Spółka Akcyjna with its registered office in Warsaw . The Management Board asks the Company’s Shareholders to read the above regulations (the Articles of Association and the Regulations of the General Meeting are available on the Company’s website) or to seek advice from entities specialized in legal advisory regarding the impact of these regulations on the current and planned activities of Shareholders.
At the same time, the Management Board of the Company provides in the attachment to this report:
2_Resolutions Justification OGM 2022
5_Information on the total number of shares OGM 2022
7 Board Statement Standalone 2021
8 Motion on profit allocation 2021
9 Financial Statement CPD 2021
10 Board Statement Consolidated 2021