Ordinary General Meeting - 2017-06-08

Announcement of the Management Board of CCC Joint Stock Company, based in Polkowice, on convening the Ordinary General Meeting of Shareholders on 8th of June 2017, at 12.00 p.m.

The General Meeting’s date, time, venue and the agenda Pursuant to article 399 § 1 of the Code of Commercial Companies (“KSH”), the Management Board of CCC Spółka Akcyjna based in Polkowice, at ul. Strefowa 6, entered into the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Commercial Division of the National Court Register under the National Court Register /KRS/ number 0000211692 (“the Company”), hereby convenes the Ordinary General Meeting of Shareholders on 8th of June 2017 (“the General Meeting”) that will be held at 12.00 p.m., in Polkowice, in Aqua Hotel,  6 Młyńska Street, 59-100 Polkowice.

Agenda of the General Meeting:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Validation of convening the Ordinary General Meeting and its ability to adopt resolutions.
4. Acceptance of the agenda of the Ordinary General Meeting.
5. Presentation by the Management Board's annual financial statements and report on the operations of the Company CCC S.A. and consolidated financial statements and the report of the Capital Group's operations in the fiscal year 2016.
6. Presentation by the Supervisory Board:
a) Report on the Supervisory Board’s activities for the period 01.01.2016 to 31.12.2016, including among other things, an assessment of the Company’s position including an assessment of internal control, risk management and compliance systems and the internal audit functions, assessment of Company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles, assessment of the rationality of the Company’s sponsorship policy, charities or other similar activities and assessment of fulfillment of the criteria of independence by members of the Supervisory Board,
b) Reports of the Supervisory Board on the results of the evaluation of the individual and the consolidated financial statements on the operations of the Company CCC S.A. and Capital Group CCCS.A. as well as the Management Board's proposal for the allocation of the part of the spare capital for the payment of dividend and distribution of profit for the period from 01.01.2016 to 31.12.2016.
7. Reviewing and approval of the individual financial statements of CCC S.A. for the period from 01.01.2016 to 31.12.2016 and the Statements on the operations of the Company for the period from 01.01.2016 to 31.12.2016.
8. Reviewing and approval of the Consolidated financial statements of CCC S.A. for the period from 01.01.2016 to 31.12.2016 and the Statements on the operations of the Capital Group CCC S.A. for the period from 01.01.2016 to 31.12.2016.
9. Reviewing and approving the Management Board’s mention on the allocation of the part of the spare capital for the payment of dividend.
10. Reviewing and approving the Management Board’s motion on the distribution of the profit for the financial year 2016 and the payment of dividend.
11. Adoption of resolutions on the acknowledgment of the fulfillment of duties in 2016 by members of the Management Board.
12. Adoption of resolutions on the acknowledgment of the fulfillment of duties in 2016 by members of the Supervisory Board.
13. Adoption of a resolution on determining the number of members of the Supervisory Board next term.
14. Appointment of members of the Supervisory Board and adopting resolutions on the appointment of members of Supervisory Board for another term.
15. Adoption of a resolution on election of the Chairman of the Supervisory Board.
16. Adoption of a resolution on a conditional increase in the Company's share capital and the issue of subscription warrants, excluding the entire pre-emptive right of the shareholders in respect of the shares issued within the contingent capital and subscription warrants, and on amending the Articles of Association in relation to the Management Stock Option Plan for the years 2017-2019.
17. Adoption of a resolution on the conditional increase of the Company's share capital by way of issue of series G shares and issue of series C subscription warrants in connection with the issue of exchangeable debt instruments, excluding in full the pre-emptive rights of the shareholders with respect to series G shares issued within the conditional share capital and series C subscription warrants, as well as on the amendment to the Articles of Association.
18. Adoption of a resolution on the amendment of the Company's Articles of Association regarding the Company's authorized capital, the authorization for Company's Management Board for a further period to increase the Company's share capital within the limits of the authorized capital by making one or several increases of the Company's share capital as well as the authorization for the Company's Management Board to deprive the existing shareholders of the Company in full of the pre-emptive rights with respect to shares issued within the limits of the authorized capital.
19. Closing the General Meeting.


The proposed amendments to the Articles of Association pointed in paragraph 16 of the agenda of OGM:
Pursuant to requirements set out in Article 402 § 2 of KSH, the Management Board announces proposed amendment to §6b. of the Statute:

Current wording:


㤠6b.
1. The conditional share capital of the Company amounts to no more than PLN 76,800 (say: seventy-six thousand eight hundred PLN) and is divided into no more than 768,000 (say: seven hundred sixty-eight thousand) ordinary bearer series E shares with nominal value of PLN 0.10 (10/100) each.
2. The purpose of the conditional share capital increase referred to in section 1, above, is to grant rights to take up series E shares to the holders of subscription warrants issued pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
3. Persons eligible to take up series E shares shall be the holders of the subscription warrants issued by the Company pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
4. The holders of the subscription warrants referred to in section 3 above shall be entitled to exercise the right to take up series E shares by 30 June 2018, subject to § 3 section 7 of the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
5. Series E Shares shall be covered in cash.”

Proposed wording:


Ҥ 6b.
1. The contingent capital of the Company amounts to not more than PLN 117,892 (one hundred seventeen thousand eight hundred ninety two zlotys) and is divided into:
a. not more than 4,000 (four thousand) ordinary bearer series E shares with a nominal value of PLN 0.10 (ten groszy) each;
b. not more than 1,174,920 (one million one hundred seventy four thousand nine hundred twenty) ordinary bearer series F shares with a nominal value of PLN 0.10 (ten groszy) each.
2. The purpose of the conditional increase in the share capital referred to in sec. 1 (a) above, is to grant the rights to take up series E shares to the holders of subscription warrants issued pursuant to Resolution No. 6 of the Extraordinary General Meeting dated 19 December 2012 (as amended).
3. The purpose of the conditional share capital increase referred to in sec. 1 (b) above, is to grant the rights to take up series F shares to the holders of subscription warrants issued pursuant to Resolution No. 25 of the General Meeting dated 8 June 2017.
4. The holders of subscription warrants are entitled to take up series E shares issued by the Company pursuant to Resolution No. 6 of the Extraordinary General Meeting dated 19 December 2012 (as amended), and they are entitled to exercise their right to take up series E shares until 30 June 2018.
5. The holders of subscription warrants are entitled to take up series F shares issued by the Company pursuant to Resolution No. 8 of the General Meeting dated 25 June 2017 , and they are entitled to exercise their right to take up series F shares until 30 June 2024.
6. Series E shares and series F shares shall be financed with cash contributions."

The proposed amendments to the Articles of Association pointed in paragraph 17 of the agenda of OGM:
Pursuant to requirements set out in Article 402 § 2 of KSH, the Management Board announces proposed amendment to §6b. of the Statute:

Current wording:


㤠6b.
1. The conditional share capital of the Company amounts to no more than PLN 76,800 (say: seventy-six thousand eight hundred PLN) and is divided into no more than 768,000 (say: seven hundred sixty-eight thousand) ordinary bearer series E shares with nominal value of PLN 0.10 (10/100) each.
2. The purpose of the conditional share capital increase referred to in section 1, above, is to grant rights to take up series E shares to the holders of subscription warrants issued pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
3. Persons eligible to take up series E shares shall be the holders of the subscription warrants issued by the Company pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
4. The holders of the subscription warrants referred to in section 3 above shall be entitled to exercise the right to take up series E shares by 30 June 2018, subject to § 3 section 7 of the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
5. Series E Shares shall be covered in cash.

Proposed wording:
a) Should the Ordinary General Meeting adopt the resolution No. 25/OGM/2017 of the Ordinary General Meeting of the Company dated 8 June 2017 on the conditional increase of the Company's share capital and the issue of subscription warrants excluding in full the pre-emptive rights of the shareholders in regard to the shares issued under the conditional capital and subscription warrants as well as amendments to the Articles of Association relating to the Management Stock Option Scheme for the years 2017-2019, §6b. of the Articles of Associations is replaced by the following new wording:


„§6b.
1. The conditional share capital of the Company amounts to not more than PLN 317,892 (three hundred and seventeen thousand eight hundred and ninety two zlotys) and is divided into: (a) no more than 4,000 series E bearer ordinary shares with a nominal value of PLN 0.10 (ten groszy) each; (b) no more than 1,174,920 (one million one hundred seventy four thousand and nine hundred twenty ) ordinary bearer series F shares with a nominal value of PLN 0.10 (ten groszy) each, and (c) 2.000.000 (two million) ordinary bearer G-series shares with a nominal value of PLN 0.10 (ten groszy) each.
2. The purpose of the conditional increase of the share capital referred to in item1 letter (a) above is granting the rights to subscribe for series E shares to the holders of subscription warrants issued pursuant to the resolution of the Extraordinary General Shareholders Meeting No. 6 as of 19 December 2012 (as amended).
3. The purpose of the conditional increase of the share capital referred to in item 1 letter (b) above is grating the rights to series F shares to the holders of series B subscription warrants issued pursuant to the resolution of the Ordinary General Meeting No. 25 as of 8 June 2017 on the conditional increase of the Company's share capital by way of issue of series F shares and issue of series B subscription warrants, excluding in full the pre-emptive rights of the shareholders with respect to series G shares issued within the conditional share capital and series C subscription warrants, as well as on the amendment to the Articles of Association relating to the Management Stock Option Scheme for the years 2017-2019.
4. The purpose of the conditional increase of the share capital referred to in item 1 letter (c) above is grating the rights to series G shares to the holders of series C subscription warrants issued pursuant to the resolution of the Ordinary General Meeting No. 26 as of 8 June 2017 on the conditional increase of the Company's share capital by way of issue of series G shares and issue of series C subscription warrants in connection with the issue of exchangeable debt instruments, excluding in full the pre-emptive rights of the shareholders with respect to series G shares issued within the conditional share capital and series C subscription warrants, as well as on the amendment to the Articles of Association.
5. The persons  entitled to take up series E shares are the holders of subscription warrants issued by the Company pursuant to Resolution No. 6 of the Extraordinary General Meeting dated 19 December 2012 (as amended), who are entitled to exercise their right to take up series E shares until 30 June 2018.
6. The persons entitled to take up series F shares are the holders of series B subscription warrants issued by the Company pursuant to Resolution No. 1 of the Ordinary General Meeting dated 8 June 2017, who are entitled to exercise their right to take up series F shares until 30 June 2024.
7. The persons entitled to take up series G shares are the holders of series C subscription warrants issued by the Company pursuant to Resolution No. 2 of the Ordinary General Meeting dated 8 June 2017, who are entitled to exercise their right to take up series G shares until 30 June 2023.
8. Series E, F and G Shares shall be taken up in exchange for cash contributions.”

b) Should the Ordinary General Meeting of the Company fail to adopt the resolution No. 25/OGM/2017 of the Ordinary General Meeting of the Company as of 8 June 2017 on the conditional increase of the Company's share capital and the issue of subscription warrants excluding in full the pre-emptive rights of the shareholders in regard to the shares issued under the conditional capital and subscription warrants and amendments to the Articles of Association relating to the Management Stock Option Scheme for the years 2017-2019, §6b. of the Articles of Association is replaced by the following new wording:


„§6b.
1. The conditional share capital of the Company amounts to not more than PLN 200,400 (two hundred and four hundred thousand zlotys) and is divided into: (a) no more than 4,000 series E bearer ordinary shares with a nominal value of PLN 0.10 (ten groszy) each; (b) 2.000.000 (two million) ordinary bearer G-series shares with a nominal value of PLN 0.10 (ten groszy) each.
2. The purpose of the conditional increase of the share capital referred to in item 1 letter (a) above is granting the rights to subscribe for series E shares to the holders of subscription warrants issued pursuant to the resolution of the Extraordinary General Shareholders Meeting No. 6 as of 19 December 2012 (as amended).
3. The purpose of the conditional increase of the share capital referred to in item 1 letter (b) above is grating the rights to series G shares to the holders of series C subscription warrants issued pursuant to the resolution of the Ordinary General Meeting No. 26 as of 8 June 2017 on the conditional increase of the Company's share capital by way of issue of series G shares and issue of series C subscription warrants in connection with the issue of exchangeable debt instruments, excluding in full the pre-emptive rights of the shareholders with respect to series G shares issued within the conditional share capital and series C subscription warrants, as well as on the amendment to the Articles of Association.
4. The person entitled to take up series E shares are the holders of subscription warrants issued by the Company pursuant to Resolution No. 6 of the Extraordinary General Meeting dated 19 December 2012 (as amended), who are entitled to exercise their right to take up series E shares until 30 June 2018.
5. The persons entitled to take up series G shares are the holders of series C subscription warrants issued by the Company pursuant to Resolution No. 26 of the Ordinary General Meeting dated 8 June 2017, who are entitled to exercise their right to take up series G shares until 30 June 2023.
6. Series E and G Shares shall be taken up in exchange for cash contributions.”

The proposed amendments to the Articles of Association pointed in paragraph 18 of the agenda of OGM:
Pursuant to requirements set out in Article 402 § 2 of KSH, the Management Board announces proposed amendment to §6a. of the Statute:

Current wording §6a. sections 1 and 2:


㤠6a.
1. The Company’s Management Board is authorized to increase the share capital by an amount not bigger than 383,999.90 PLN (say: three hundred eighty-three thousand nine hundred ninety-nine  zlotys and ninety groszy) by issuing not more than 3,839,999 (say: three million eight hundred thirty nine thousand and nine hundred ninety-nine) ordinary bearer shares with a nominal value of 0.10 PLN (ten groszy) within the new issue of shares of the Company (target capital). The Management Board may exercise the granted authorization by carrying out one or several consecutive increases in the share capital of the Company. The Company’s Management Board may issue shares only in exchange for cash contributions.
2. Authorization of the Company’s Management Board to increase the share capital of the Company within the limits of the target capital shall expire after three (3) years since the date of registering in the register of entrepreneurs the amendment of the Statute of Company made by the resolution of the Ordinary General Meeting No. 16/OGM/2014 of 27 June 2014.”

Proposed wording §6a. sections 1 and 2:


㤠6a.
1. The Management Board of the Company is authorized to increase the Company's share capital by the amount not exceeding PLN 200,000.00 (two hundred thousand zlotys) by issuing no more than 2,000,000 (two million) ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) within the new issue of the Company's shares (authorized capital). The Company's Management Board may exercise the authorization granted to it by making one or several subsequent increases of the Company's share capital. The Company's Management Board may issue shares only in exchange for cash contributions.
2. The authorization of the Company's Management Board to increase the Company's share capital within the limits of the authorized capital expires after the laspe of 3 (three) years after making the entry into the register of entrepreneurs the amendment to the Company's Articles of Association made by the resolution of the Ordinary General Meeting No. 27/OMG/2017 of 8 June 2017."

Current wording §6a. section 5:


㤠6a.
1. Subject to paragraph 4 above and as far as the provisions of the Code of Commercial Companies provide otherwise, the Company’s Management Board shall decide on all matters related to the increase of the share capital of the Company within the limits of the target capital. The Board is empowered in particular to:
a. determine the issue price of the shares, with the consent of the Company’s Supervisory Board, whereas the issue price of each issue of shares within the target capital as defined above may not be less than: (i) the arithmetic mean of the averages, daily weighted prices of the volume of traded shares of the Company on the Warsaw Stock Exchange for the period of three (3) months immediately preceding the resolution of the Company’s Management Board in this matter; and (ii) 100 PLN (say: one hundred zlotys ,
b. after obtaining the consent of the Company’s Supervisory Board, in the case of adoption by the Company’s Management Board of a decision of depriving existing shareholders’ subscription rights for the issue of shares, the Company’s Management Board is obliged to offer the issued shares in the first place to those professional clients who are (i) the shareholders the Company, as of the end of the day, in which the Company’s Management Board shall adopt the resolution on the Company’s share capital increase within the target capital (the " Preference Day " ) and (ii) who will present during the book-building process a document confirming that the entity being a professional client was the shareholder on the Preference Day,
c. conclude agreements on investment or service underwriting or other agreements securing the success of the issue of Company’s shares,
d. take action on dematerialization of rights to shares and to shares of the Company and conclude agreements with the National Depository for Securities (KDPW) for registration of rights to shares and shares of the Company,
e. take action in order to apply for admission of rights to shares and the Company's shares to be traded on the regulated market operated by the Warsaw Stock Exchange in Warsaw S.A., in which the Company's shares are listed.”

Proposed wording §6a. section 5:


㤠6a.
5. Subject to paragraph 4, 6 and 7, and unless otherwise stated in the Commercial Companies Code, the Management Board of the Company decides on all matters related to the increase of the Company's share capital within the limits of the authorized capital. The Management Board is empowered in particular to:
a) determine, with the approval of the Company's Supervisory Board, the issue price of shares of given issue ("New Shares"), whereas the issue price of each New Shares of given issue made within the above-mentioned authorized capital may not be lower than: (i) arithmetic mean of daily volume-weighted average price of the Company’s shares listed on the Warsaw Stock Exchange for the period of 3 (three) months directly preceding the resolution of the Company’s Management Board to this effect; and (ii) PLN 180 (one hundred and eighty zlotys);
b) enter into agreements on investment underwriting (subemisja inwestycyjna) or firm commitment underwriting (subemisja usługowa) or other agreements securing the success of issuance of the New Shares;
c) take actions to dematerialize the rights to the New Shares and the New Shares as well as enter into agreements with National Depositary for Securities (KDPW) for registration of the rights to the New Shares and the New Shares;
d) take actions in order to apply for admission and introduction of rights to the New Shares and the New Shares to trading on the regulated market operated by the Warsaw Stock Exchange on which the Company's shares are listed."

In §6a. section 6 and 7 is added to the Articles of Association in the following wording:


„6. Subject to section 7 below, in case it is decided by the Management Board to exclude the pre-emptive rights of the existing shareholders with respect to the New Shares of given issue, after obtaining the consent of the Supervisory Board, the Management Board is obliged to offer the issued shares firstly to the professional clients, who:
a) will be the Company’s shareholders at the end of the day, on which the Management Board adopts a resolution on increasing the Company’s share capital within the authorized capital (“Preference Day”), and
b) present in the bookbuilding process a document confirming that a given entity being a professional client is the Company’s shareholder on the Preference Day (“Eligible Investors”).
7. The Eligible Investors shall have the right of first refusal with regard to the New Shares of given issuance. While allocating the New Shares of given issue, the Management Board shall follow the principle of proportionality, taking into account: (i) the ratio of the number of shares held by the given Eligible Investor in accordance with the document referred to in Section 6 point b) above, to the total number of shares in the Company, and (ii) the ratio of the number of the New Shares declared to be taken up by the given Eligible Investor to the total number of the New Shares declared to be taken up by all the Eligible Investors.”

CCC S.A. jest największym producentem obuwia i najszybciej rosnącą spółką obuwniczą w Europie. Po zdobyciu pozycji zdecydowanego lidera rynkowego w Polsce CCC rozpoczęła w roku 2011 intensywną ekspansję zagraniczną, zostając największą detaliczną spółką obuwniczą w Europie Środkowej. Dziś Grupa CCC posiada blisko 900 salonów w 16 krajach, o łącznej powierzchni sprzedaży 500 tys. mkw. Grupa CCC posiada własną fabrykę butów skórzanych, zatrudnia ponad 12 000 pracowników i rocznie sprzedaje blisko 40 mln par obuwia. Prestiż i wiarygodność finansową podkreśla obecność Spółki na GPW w Warszawie i udział w zaszczytnym gronie 20 największych spółek zaliczanych do WIG-u 20. Do końca 2017 roku CCC planuje mieć 1100 sklepów o łącznej powierzchni ponad 560 tys. mkw. Modne i atrakcyjne cenowo produkty oferowane są klientom w salonach własnych w Polsce, Węgrzech, Słowacji, Czechach, Austrii, Chorwacji, Słowenii, Bułgarii, Niemczech, Serbii, Rosji, Łotwie, Litwie, Ukrainie, Rumunii i Estonii.

Newsletter

Ważne: strona wykorzystuje pliki cookies.

Używamy informacji zapisanych w plikach cookies m.in. w celach statystycznych oraz w celu dopasowania serwisu do indywidualnych potrzeb użytkownika. W programie służącym do obsługi internetu możesz zmienić ustawienia dotyczące akceptowania plików cookies. Korzystanie ze strony bez zmiany ustawień dotyczących plików cookies oznacza, że będą one zapisane w pamięci urządzenia. Więcej informacji, wraz ze wskazówkami dotyczącymi zmiany ustawień, można znaleźć w Polityce cookies

Zamknij