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, 4021 of 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 20 August, 2020, 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:

  1. Opening the General Meeting
  2. Appointing the Chairman of the General Meeting
  3. Confirming that the Extraordinary General Meeting has been convened correctly and has the power to adopt resolutions
  4. Adopting the agenda of the General Meeting
  5. Adopting a resolution to redeem CPD S.A.’s treasury stock
  6. Adopting a resolution to reduce CPD S.A.’s share capital and amend the Company’s Statute
  7. Closing the Meeting

In connection with item 6 of the agenda, change to the statute is planned in the following area:

the existing p 4.1 of the Company Statute:

„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.”

shall be replaced by the following:

„1. The Company’s share capital shall be PLN 1,767,129.50 (in words: one million seven hundred sixty seven thousand one hundred twenty nine zlotys and fifty grosz) and shall be divided into 17,671,295 (in words: seventeen million six hundred seventy one thousand two hundred ninety five) series AA shares with a nominal value of PLN 0.10 (ten grosz) each.”

 

In connection with item 6 of the agenda, the Management Board based on art. 455 § 2 of the Commercial Companies Code informs about the planned resolution to reduce CPD S.A.’s share capital by PLN 869,983.60 (in words: eight hundred sixty nine thousand nine hundred eighty three zlotys and sixty grosz).

The reduction of the Company’s equity is effected by redemption of total 8,699,836 (in words: eight million six hundred ninety nine thousand eight hundred thirty six) the Company’s own stocks of total value zł 0.10 (ten grosz) each and of total value PLN 869,983.60 (in words: eight hundred sixty nine thousand nine hundred eighty three zlotys and sixty grosz) marked with a code ISIN PLCELPD00013, acquired by the Company as a result of the Company’s invitations to submit offers to sell the Company’s shares published on 4 March 2019, 3 March 2020, and 2 June 2020 (the method of reduction).

The equity is reduce in connection with redemption of the Company’s own stocks under the resolution no 3 of the Extraordinary General Meeting of the Company of 20 August 2020 resolution to redeem CPD S.A.’s treasury stock (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

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 29 August, 2020.

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;

(iv) 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.

 

  1. 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., 4 August, 2020 (“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 5 August, 2020.

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 17 September, 2020 to September 19, 2020. 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 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 M

(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 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.

2.5. Possibility and method of attending the General Meeting through electronic telecommunication

The General Meeting By-laws and Regulations of participation in the General Meeting of CPD S.A. by the use of means of electronic communication of CPD S.A., provide for the possibility of participating in the General Meeting using electronic means of communication.

Shareholder who wants to participate in the General Meeting by use of means of electronic communication, in addition to the requirements related to the demonstration of the right to participate in the General Meeting of the Company, as detailed in the announcement on convening the General Meeting, is required:

a) to notify the Company of its intention to participate in the General Meeting by use of means of electronic communication (“Declaration of Intent“) no later than 5 (five) days before the date of the General Meeting i.e. until 15 August, 2020. Declaration of Intent can be made by using the form available on the Company’s website at www.cpdsa.pl in the “General Meeting” tab. The use of the form by the Shareholder is not obligatory, but the Declaration of Intent must contain at least the elements concerning identification of persons that the form contains. Declaration of Intent should be sent via e-mail to shareholder@cpdsa.pl by sending a scan copy of the Declaration of Intent (.pdf file) to the above address signed by the Shareholder (in case of Shareholders other than natural persons – by persons authorized to represent the Shareholder) or his proxy;

b) to the Declaration of Intent referred to in point a) above, the Shareholder who is a natural person is obliged to attach a scan of his/her identity document, and Shareholders who are not natural persons:

i) a scan of current excerpts from relevant registers, listing the persons authorized to represent these entities, which gives them the right to represent the Shareholder when submitting Declaration of Intent (.pdf file format) and

ii) a scan of the identity document of persons authorized to represent the Shareholder when submitting Declaration of Intent;

c) in the case of Declaration of Intent made by a proxy or if a Shareholder submitting Declaration of Intent wants to participate in the General Meeting and exercise voting rights through a proxy – Declaration of Intent should be also attach a scan of the proxy’s identity document and a scan of a valid power of attorney granted by the Shareholder (.pdf file) or power of attorney in electronic form;

d) scans of identity documents sent in accordance with points b) and c) above should be crossed out by hand or have “copy” or similar information placed, and data other than a photo, name and surname, PESEL / other identification number should be blurred;

e) if the Shareholder is not entered on the List of Eligible 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 on convening the General Meeting and not later than on the first business day after the Registration Date, the Company is required to allow it to participate in the General Meeting, provided that Declaration of Intent also includes a scan of the above personal certificate of the right to participate in the General Meeting;

f) meet the technical requirements, i.e. permanent access to the Internet network and the device (computer, lapotp, smartphone) with the ability to play audio and reception, image and web browser;

g) In order to verify the validity of Declaration of Intent and the right to participate in the General Meeting, the Company has the right to take actions related to the identification of the Shareholder and its representatives (including proxies), in particular the right to send a return question in electronic form and the right to contact by phone, however these actions should be proportionate to the goal. Failure to answer the questions asked during the verification will be treated as the inability to verify and will constitute a basis for refusing an admission to the General Meeting by the use of means electronic communication, of which the company will notify the Shareholder to the Shareholder’s email address provided in the Declaration of Intent.

After positive verification of the Shareholder’s rights, the Company will send to the Shareholder (or its proxy if the Declaration of Intent was submitted by a proxy) no later than 3 (three) days before the date of the General Meeting to the email address provided in the Declaration of Intent detailed instructions regarding system of registering to the IT platform enabling voting at the General Meeting using means of electronic communication with a login and password used for the first registration to this platform. The login and starting password will be protected by a password sent by SMS to the phone number of the Shareholder (or his representative if the Declaration of Intent was made by the attorney) indicated in the Declaration of Intent. The Shareholder (or his representative if the Declaration of Intent has been made by the proxy) is obliged to change the above password immediately after logging in for the first time.

2.6. Method of taking the floor during the General Meeting by electronic telecommunication

It will be possible to communicate during the General Meeting using electronic means of communication, i.e. a text messenger.

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

Shareholders participating in the General Meeting by use of means of electronic communication vote through using IT platform that allows casting and counting votes, ensuring that in the case of secret voting it is impossible to identify the result of voting by individual Shareholders, to which Shareholders will obtain an access, after positive verification of the Shareholder’s rights, who made the Declaration of Intent.

In the event that due to technical reasons attributable to the Company or the system, Shareholders participating in the General Meeting using means of electronic communication cannot cast their vote, the Chairman of the General Meeting may order a break in the meeting.

2.8. Transmission of the General Meeting

The proceedings of the General Meeting will be broadcast in real time on the Company’s web site www.cpdsa.pl.

 

  1. 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 13 August, 2020 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.

 

The following documents are attached to this report:

1_CPD S.A_draft of resolution EGM 2020

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

6_CPD SA_Declaration of intent to participate in the eGM

 

Disclaimer

The information on this website is the property of CPD S.A. It must not be duplicated in any format

Contact Us

CPD S.A.
ul. Cybernetyki 7b
02-677 Warszawa
tel.: +48 22 321 05 00
fax: +48 22 321 05 01
e-mail: info@cpdsa.pl