Extraordinary General Meeting of Shareholders

Announcement of the Management Board of CCC Joint Stock Company, based in Polkowice, on convening the Ordinary General Meeting of Shareholders on 10th of January 2017, at 13.00 p.m.

  1. 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 10th of January 2017 (the „General Meeting”) that will be held at 13.00 p.m. in Warsaw, in the building of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange), at ul. Książęca 4, in the Imperium Room.

Agenda of the General Meeting:

  1. Opening of the Extraordinary General Meeting of the Company.
  2. Appointment of the Chairperson of the Extraordinary General Meeting of the Company.
  3. Preparation of the attendance list, confirming that Extraordinary General Meeting of the Company has been duly convened and is able to adopt valid resolutions.
  4. Appointment of the Returning Committee.
  5. Adoption on the agenda of Extraordinary General Meeting of the Company.
  6. Adoption of the resolution regarding conditional increase in the Company’s share capital by way of issue Series F shares.
  7. Adoption of the resolution regarding exclusion of the preemptive rights of the existing shareholders with respect to the Series F shares.
  8. Adoption of the resolution regarding the issuance of Series B subscription warrants.
  9. Adoption of the resolution regarding exclusion of the preemptive rights of the existing shareholders with respect to Series B registered subscription warrants.
  10. Adoption of the resolution on the dematerialization of Series F shares issued under the conditional increase of the share capital, application for admission and introduction of the shares to trading on regulated market and authorizing the Management Board to carry all necessary actions to this effect
  11. Adoption of resolution on amending the Statute of the Company with regard to the Company’s conditional share capital.
  12. Adoption of resolution on amending the Statute of the Company with regard to the Company’s authorized share capital.
  13. Adoption of the resolution on authorizing the Management Board to acquire own shares of the Company.
  14. Adoption of the resolution regarding creation of capital reserves earmarked to acquire own shares of the Company pursuant to the provisions of Article 362 §1 Section 8 of the Code of Commercial Companies.
  15. Adoption of resolution on amending the Statute of the Company with regard to shareholders’ voting rights.
  16. Supplementary elections to the Supervisory Board.
  17. Closing of the Extraordinary General Meeting of the Company.

 

The proposed amendments to the Statute pointed in paragraph 11 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:

§6b.

  1. The conditional share capital of the Company amounts to no more than PLN 76,800 (three hundred seventy six thousand eight hundred zlotys) and is divided into no more than 768,000 (seventy hundred sixty eight thousand) ordinary Series E bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
  2. The purpose of the increase of the share capital referred to in Section 1 above, is to grant the right to subscribe for the Series E shares to the holder of the subscription warrants issued subject to Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
  3. Persons eligible to subscribe for the Series E shares will be holders of the subscription warrants issued pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
  4. Holders of 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.
  5. Series E shares will be taken up in exchange for cash contribution.”


Proposed wording:

§6b.

  1. The conditional share capital of the Company amounts to no more than PLN 376,800 (three hundred seventy six thousand eight hundred zlotys) and is divided into no more than: (i) 768,000 (seventy hundred sixty eight thousand) ordinary Series E bearer shares and (ii) 3,000,000 (three milion) ordinary Series F bearer shares with the nominal value of PLN 0.10 (ten groszy) each.
  2. The purpose of the increase of the share capital referred to in Section 1 above, is to:

a)      grant the right to subscribe for the Series E shares to the holder of the subscription warrants issued subject to Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012, and

b)      grant the right to subscribe for the Series F shares to the holders of Series B subscription warrants issued under the Resolution No. [6] of the Extraordinary General Meeting of 10 January 2017.

  1. Persons eligible to subscribe for the Series E shares will be holders of the subscription warrants issued pursuant to the Resolution No. 6 of the Extraordinary General Meeting of 19 December 2012.
  2. Persons eligible to subscribe for the Series F shares will be holders of the Series B subscription warrants issued pursuant to the Resolution No. [6] of the Extraordinary General Meeting of 10 January 2017.
  3. Holders of 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.
  4. Holders of subscription warrants referred to in Section 4 above, shall be entitled to exercise the right to take up Series F shares by 10 January 2025.
  5. Series E and Series F shares will be taken up in exchange for cash contribution.”

 

The proposed amendments to the Statute pointed in paragraph 12 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.

  1. The Management Board of the Company is authorized to increase the share capital of the Company by an amount not higher than PLN 383,999.00 (three hundred eighty three thousand nine hundred ninety nine zlotys) through an issue of not more than 3,839,999 (three million eight hundred thirty nine thousand nine hundred ninety nine) ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) under the new issue of shares of the Company (authorized capital). The Management Board of the Company may exercise this authorization by carrying out one or several consecutive increases in the share capital of the Company. The Management Board of the Company 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 authorized capital shall expire after 3 ( three) years since the date of registering in the register of entrepreneurs the amendment of the Company’s Statute introduced by way of the resolution of the Extraordinary General Meeting No. 16/NWZA/2014 of 27 June 2014.
  3. Resolution of the Company’s Management Board adopted in accordance with the provisions of Section 1 above replaces the resolution of the General Meeting on the increase of the share capital of the Company and shall be drawn up in the form of a notarial deed for its validity.
  4. The Company’s Management Board, with the consent of the Company’s Supervisory Board, may waive the preemptive right of the existing shareholders with respect to shares issued under the authorization granted to the Company’s Management Board to increase the share capital referred to in Section 1 above.
  5. Subject to the provisions of Section 4 above and save as otherwise provided in the Commercial Companies Code, the Company’s Management Board shall make a decision regarding all matters related to the increase of the share capital of the Company within the limits of the authorized capital. The Management Board is in particular authorized to:
    a. determine the issue price of the shares, with the consent of the Company’s Supervisory Board, whereas the issue price of each issuance of shares within the authorized capital as defined above may not be less than: (i) arithmetic mean of daily volume-weighted average price of 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 100 (one hundred zlotys)
    b. upon having obtained the consent of the Supervisory Board of the Company, in case the Management Board of the Company decides to exclude the preemptive right of the existing shareholders with respect shares of the given issue, the Management Board of the Company is obliged to offer the issued shares firstly to the professional clients, who are (i) 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 (ii) who in the bookbuilding process present a document confirming that a given entity being a professional client is the Company’s shareholder on the Preference Day,
    c.
    enter into agreements on investment underwriting (subemisja inwestycyjna) or firm commitment underwriting (subemisja usługowa) or other agreements securing the success of the issuance of Company’s shares;
    d.
    take actions to dematerialize the rights to shares and shares of the Company as well as enter into agreements with National Depositary for Securities (KDPW) for registration of the rights to shares and shares of the Company;
    e.
    take actions in order to apply for admission and introduction of rights to shares and the Company's shares to trading on the regulated market operated by the Warsaw Stock Exchange on which the Company's shares are listed.”

Proposed wording:

§6a.

  1. The Management Board of the Company is authorized to increase the share capital of the Company by an amount not higher than PLN 384,000.00 (three hundred eighty four thousand zlotys) through an issue of not more than 3,840,000 (three million eight hundred forty thousand) ordinary bearer shares with the nominal value of PLN 0.10 (ten groszy) under the new issue of shares of the Company (authorized capital). The Management Board of the Company may exercise this authorization by carrying out one or several consecutive increases in the share capital of the Company. The Management Board of the Company 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 authorized capital shall expire after 3 ( three) years since the date of registering in the register of entrepreneurs the amendment of the Company’s Statute introduced by way of the resolution of the Extraordinary General Meeting No. [10]/NWZA/2017 of 10 January 2017.
  3. Resolution of the Company’s Management Board adopted in accordance with the provisions of Section 1 above replaces the resolution of the General Meeting on the increase of the share capital of the Company and shall be drawn up in the form of a notarial deed for its validity.
  4. The Company’s Management Board, with the consent of the Company’s Supervisory Board, may waive the preemptive right of the existing shareholders with respect to shares issued under the authorization granted to the Company’s Management Board to increase the share capital referred to in Section 1 above.
  5. Subject to the provisions of Section 4 above and save as otherwise provided in the Code of Commercial Companies, the Company’s Management Board shall make a decision regarding all matters related to the increase of the share capital of the Company within the limits of the authorized capital. The Management Board is in particular authorized to:

a)   determine the issue price of the shares, with the consent of the Company’s Supervisory Board, whereas the issue price of each issuance of shares within the authorized capital as defined above may not be less than: (i) arithmetic mean of daily volume-weighted average price of 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 eighty zlotys)

b)   exclude in full the preemptive right of the existing shareholders with respect to shares of the given issue, provided that the consent of the Company’s Supervisory Board has been obtained,

c)    enter into agreements on investment underwriting (subemisja inwestycyjna) or firm commitment underwriting (subemisja usługowa) or other agreements securing the success of the issuance of Company’s shares;

d)   take actions to dematerialize the rights to shares and shares of the Company as well as enter into agreements with National Depositary for Securities (KDPW) for registration of the rights to shares and shares of the Company;

e)    take actions in order to apply for admission and introduction of rights to shares and the Company's shares to trading on the regulated market operated by the Warsaw Stock Exchange on which the Company's shares are listed.”


The proposed amendments to the Statute pointed in paragraph 15 of the
agenda of OGM:

Pursuant to requirements set out in Article 402 § 2 of KSH, the Management Board announces proposed amendment to §6. of the Statute, by adding new Sections 9-19:

“8.  Subject to the provision of Section 9 below, the voting rights of shareholders holding more than 20% of the total number of votes at the General Meeting are limited in such a manner that no shareholder may exercise more than 20% of the total number of votes at the General Meeting of the Company.

9.    The limitation of the voting right referred to in Section 8 above does not concern entity or entities that together with their subsidiary and dominant entities, within the meaning of Section 13 below, as by the end of the date of adoption of a resolution introducing such limitation with respect to voting rights (i.e. [10] January 2017) directly or indirectly jointly held the number of the Company’s shares authorizing to exercise more than 20% of the total number votes at the General Meeting of the Company.

10. The votes of shareholders bound by relationship of domination or dependence (Shareholding Group) may be accumulated. If the accumulated votes exceeds 20% of the general number of votes at the General Meeting of the Company; it shall be reduced. The rules of accumulation and reduction have been provided in Sections 11-15 below.

11. To the number of votes at the disposal of a given shareholder votes are added which are attached to such entity being the pledgee or user of shares under a legal title, including under an agreement on exercising the voting right or under a power of attorney.

12. A shareholder, within the meaning of this §6 of the Statute is any person, including its parent entity and subsidiary, entitled, directly or indirectly, to vote at the General Meeting of the Company regardless of the legal title it holds. This also refers to entities which do not hold any shares of the Company, in particular, users, pledgees or persons entitled under depository receipt within the meaning of the Act of 29 July 2005 on Trading in Financial Instruments, proxy entitled to exercise the voting right, as well as person authorized to take part in General Meeting despite the disposal of held shares after the record date for shareholders entitled to participate in the General Meeting has been set.

13. A parent entity or a subsidiary shall mean respectively:

a)    the entity which is bound by relationship of dominance or dependence within the meaning of the provisions of the Act of 15 September 2000 – the Code of Commercial Companies,

b)    the entity which has the status of a dominant undertaking, dependent undertaking or both the dominant undertaking and dependent undertaking within the meaning of the Act of 16 February 2007 on Competition and Consumer Protection (ustawa o ochronie konkurencji i konsumentów), or

c)    the entity which has the status of the parent company, ultimate controlling entity, subsidiary, indirect subsidiary, jointly controlled entity, or simultaneously having the status of a parent company (including ultimate controlling entity) and subsidiary (including indirect subsidiary and jointly controlled entity) within the meaning of the Act of 29 September 1994 on Accounting (ustawa o rachunkowości), or

d)    the entity which exercises dominant influence (with respect to parent entity) or is under control (with respect to a subsidiary) within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations Between Public Authorities and Public Enterprises and on the Financial Transparency of Certain Enterprises (ustawa o przejrzystości stosunków finansowych pomiędzy organami publicznymi a przedsiębiorcami publicznymi oraz o przejrzystości finansowej niektórych przedsiębiorców), or

f)     the entity which exercises votes directly or indirectly attached to the Company’s shares which are subject to accumulation with votes of other entity or entities pursuant to terms and conditions specified in the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (ustawa o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych) (“Act on Public Offering”), with respect to holding, disposal of or acquisition of large blocks of shares of the Company.

14. The accumulation of votes shall consist in adding up of the number of votes at the disposal of individual shareholders being members of the Shareholding Group.

15. Reducing the number of votes of shareholders being a part of the Shareholding Group at the General Meeting shall mean the decreasing of the total number of votes in the Company to the level of 20% of the total number of votes at the General Meeting of the Company. The votes are being reduced according to the following rules:

a)    number of votes of a shareholder entitled to the largest number of votes at the General Meeting of the Company out of all shareholders being members of the Shareholding Group, is decreased by the number of votes equal the surplus over 20% of the total number of votes at the General Meeting of the Company to which all the shareholders being members of a given Shareholding Group are entitled;

b)    if, regardless of the reduction specified in item a) above, the total number of votes to which the shareholders being members of the Shareholding Group are entitled at the General Meeting exceeds 20% of the total number of votes at the General Meeting, the number of votes of the remaining shareholders being members of the Shareholding Group is being further reduced. Further reduction of votes of individual shareholders is carried out in the order established on the basis of votes to which the shareholders being members of the Shareholding Group are entitled (from the highest to the smallest number of votes). Such further reduction shall be conducted until the total number of votes, to which the shareholders being members of the given Shareholding Group are entitled, does not exceed 20% of the total number of votes at the General Meeting of the Company;

c)    if for the purposes of reduction specified in items a) or b) it is impossible to determine the order of reduction due to the fact that two or more shareholders have the same number of votes, the votes of the shareholders holding the same number of votes shall be reduced proportionally, with fraction rounded down to the whole number of votes; in remaining scope, the principles set forth in items a) or b) shall apply accordingly;

d)    in each case, a shareholder whose voting right has been limited, shall retain the right to exercise at least one vote;

e)    the limitation of the exercise of the voting right shall also apply to a shareholder absent at the General Meeting.

16. A shareholder who intends to participate in the General Meeting, directly or by proxy, is obliged, without any additional notice, to notify the Management Board or the Chairperson of the General Meeting of the fact of holding, directly or indirectly, more than 20% of the total number of votes at the General Meeting of the Company.

17. The obligation referred to in Section 16 is imposed also separately on each individual shareholder who is a member of the Shareholding Group. The notice should indicate all entities or members of the Shareholding Group whose votes have been accumulated together with the number of votes of such shareholders prior to reduction specified in Section 15.

18. Limitation referred to in Section 8 does not apply:

a)    in case of determining obligations of acquirers of significant blocks of shares set out in the Act on Public Offering;

b)    with respect to entity or entities that exceed the threshold of 50% of the total number of votes at the General Meeting of the Company solely as a result of acquisition of shares through a public tender offer for sale of all the Company’s remaining shares, referred to in Article 74 § 1 of the Act on Public Offering (“Tender Offer”).

19. In the event that after completing the Tender Offer, referred to in Section 18 item b) above, the entity or entities making such Tender Offer hold the Company’s shares in the amount entitling to exercise less than or equal to 50% of votes at the General Meeting of the Company, the restriction, referred to in Section 8, shall apply also to such entity or entities.”

 

Information on the total number of shares and votes:

Type of sharesNumber of sharesNumber of votes
preference inscribed shares 6.650.000 13.300.000
ordinary bearer shares 32.477.900 32.477.900
total 39.127.900 45.777.900

 The transmission of the Extraordinary General Meeting of Shareholders on 10th January 2017:

The CCC Group is one of the largest and fastest growing of large companies in Europe which specializes in footwear trade as well as one of the largest footwear manufacturers in Europe. Thanks to its subsidiary eobuwie.pl S.A., the CCC Group is also the e-commerce leader on the footwear market in Central and Eastern Europe. The CCC Group operates nearly 1,000 stores, with the floor space exceeding 0.5 million m2, and is present in 19 countries in Europe and beyond. Fashionable and affordable products are offered to customers in Poland, Hungary, Slovakia, the Czech Republic, Austria, Croatia, Slovenia, Bulgaria, Germany, Serbia, Russia, Latvia, Lithuania, Ukraine, Romania and Estonia, Moldova, Greece and Sweden. CCC has its own factory of leather shoes, employs over 12,000 employees and sells nearly 50 million pairs of shoes annualy. Since 2004, CCC has been listed on the Warsaw Stock Exchange and is included in the WIG 20 index.

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