English
PolishManagement Board of CPD spółka akcyjna with its registered office in Warsaw (hereinafter: the ”Issuer” or the ”Company” or “CPD” or the “Acquiring Company”) on the basis of art. 504 in connection with art. 4021 § 1 in connection with art. 5161 of the Commercial Companies’ Code (“CCC”):
I. notifies for the first time the shareholders of CPD on the intention of merger between CPD as the Acquiring Company with BUFFY HOLDINGS NO. 1 LIMITED with its registered office in Nicosia in Cyprus, a limited liability company organized in accordance with the laws of Cyprus, address: Kyriakou Matsi, 24, Palaichori, 2740, Nicosia, Cyprus, entered to the register of companies maintained by the Ministry of Energy, Commerce, Industry and Tourism of the Republic of Cyprus under the registry number HE 166076 (hereinafter: “BUFFY” or the “Company being acquired”) as the company being acquired.
Details of the merger have been specified in the Plan of Merger agreed on by the Management Boards of the Issuer and BUFFY on 22 December 2017 and were published in accordance with art. 5164 § 1 second sentence of CCC on the CPD’s website (http://www.cpdsa.pl/ogloszenie-wspolnego-planu-polaczenia-transgranicznego-cpd-spolka-akcyjna-i-buffy-holdings-no-1-limited/), which therefore shall not be subject to announcement in court gazette Monitor Sądowy i Gospodarczy. In accordance with art. 516 § 4 in connection with art. 5161 of CCC.. Plan of Merger is available to general public free of charge at the above specified website for the period of at least 1 month prior to the date of submission of the application to register the merger.
Documents referred to in art. 5167 § 1 of CCC (except for the expert’s opinion on the examination of the Plan of Merger due to the fact that CPD is a sole shareholder in BUFFY, and therefore on the basis of art. 51615 § 1 of CCC and Section 201V (1) (a) of the Companies Law of Cyprus, Cap. 113, the Plan of Merger does not require the examination by an expert) shall be available for the review by the Shareholders for the period of at least one month starting from the date of publishing of this report until the date of adoption of the resolution on the merger, in the registered office of the Company (address: ul. Cybernetyki 7B, 02-677 Warsaw) during business days excluding Saturdays from 9 am till 4 pm.
Shareholders may request that the official copies of the above documents be made available to them free of charge in the offices of the Company.
II. in view of the above, Management Board of CPD acting on the basis of art. 399 § 1 and art. 402(1) of CCC and § 38 par. 1 of the regulation of the Minister of Finance of 19 February 2009 on the current and periodic reports provided by issuers of securities and conditions for acknowledging as equivalent the information required under the laws of a non-member state (Journal of Laws No 33, item 259 as amended) hereby convenes for 8 May 2018 the Extraordinary General Meeting (hereinafter the “General Meeting”, the “Extraordinary General Meeting” or “EGM”), which shall be held at 11.30 in the registered office of the Company, ul. Cybernetyki 7B, 02-677 Warsaw, with the following agenda:
- Opening of the General Meeting.
- Election of the Chairman of the General Meeting.
- Confirmation that the Extraordinary General Meeting has been convened correctly and has the power to adopt resolutions.
- Adoption of the agenda of the General Meeting.
- Verbal presentation to the Shareholders of material elements of the Plan of Merger between CPD S.A. and BUFFY HOLDINGS NO. 1 LIMITED, report of the management board as well as all material changes with respect to assets and equity and liabilities which took place between the date of preparation of the Merger Plan and the date of adoption of the resolution.
- Adoption of the resolution on the merger between CPD S.A. and BUFFY HOLDINGS NO. 1 LIMITED
- Adoption of the resolution on the determination of remuneration for the members of the Supervisory Board of CPD S.A.
- Closing of the General Meeting
INFORMATION ON PARTICIPATION IN THE GENERAL MEETING
- Stockholders’ rights to demand putting certain issues on the agenda of the General Meeting and to submit draft resolutions
1.1. 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 April 17, 2018.
The demand should contain:
(i) justification of or draft resolution on the proposed item of the agenda;
(ii) 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;
(iii) 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)
1.2. 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.
1.3. 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.
- Procedures for attending the General Meeting and exercising the right to vote
2.1. 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., April 22, 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 April 23, 2018.
2.2. 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 May 2, 2018 to May 7, 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.
2.3. 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.
2.4. Stockholders’ proxies
(i) 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.
(ii) Electronic powers of attorney may be emailed on the form provided on the Company’s web site www.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.
(iii) 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.
(iv) 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 Meeting.
(v) 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.
(vi) 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.
(vii) 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 Meeting. 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.
2.5. 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.
2.6. 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.
2.7. 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.
- Documentation of the General Meeting and other information
3.1. 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 May 1, 2018 Stockholders may request the Company to release copies of requests regarding issues put on the agenda.
3.2. Information on the General Meeting
Information on the General Meeting will be available on the Company’s web site www.cpdsa.pl.
3.3. 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.
At the same time the Management Board appends the following documents to this report:
1_CPD SA_draft resolutions of EGM
3_CPD SA_Power of attorney EGM