Ordinary General Shareholders' Meeting

Announcement of the Management Board of CCC S.A (Joint Stock Company), based in Polkowice, on convening the Ordinary General Meeting of Shareholders (OGM) on 18 June 2019, at 12:00 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 6 Strefowa Street, 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 18 June 2019 (“the General Meeting”) that will be held at 12:00 p.m., in Polkowice, at the registered office of the Company at Polkowice, 6 Strefowa street, 59-101 Polkowice.

Following agenda of the Ordinary General Meeting (OGM) :

  1. Opening of the Ordinary General Meeting.
  2. Election of the Chairman of the Ordinary General Meeting.
  3. Validation of convening the OGM and its possibility to adopt resolutions.
  4. Acceptance of the OGM agenda.
  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 financial year 2018.
  6. Presentation by the Supervisory Board:

a)     Report on the Supervisory Board’s activities for the period from 01.01.2018 to 31.12.2018, 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 fulfilment 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 covering the loss for 2018 and the allocation of the part of the spare capital for the payment of dividend.

  1. Reviewing and approval of the individual financial statements of CCC S.A. for the period from 01.01.2018 to 31.12.2018 and the Statements on the operations of the Company for the period from 01.01.2018 to 31.12.2018.
  2. Reviewing and approval of the Consolidated financial statements of CCC S.A. for the period from 01.01.2018 to 31.12.2018 and the Statements on the operations of the Capital Group CCC S.A. for the period from 01.01.2018 to 31.12.2018.
  3. Reviewing and approving the Management Board’s proposal on covering the loss for 2018.
  4. Reviewing and approving the Management Board’s proposal on the allocation of the part of the spare capital for the payment of dividend.
  5. Adoption of resolutions on the acknowledgement of the fulfilment of duties in 2018 by members of the Management Board.
  6. Adoption of resolutions on the acknowledgement of the fulfilment of duties in 2018 by members of the Supervisory Board.
  7. Adoption of a resolution on determining the number of members of the Supervisory Board next term.
  8. Appointment of members of the Supervisory Board and adopting resolutions on the appointment of members of Supervisory Board for another term.
  9. Adoption of a resolution on election of the Chairman of the Supervisory Board.
  10. Adoption of a resolution on changing the rules for remunerating members of the Supervisory Board of CCC S.A.
  11. Adoption of a resolution on the amendment of the Statute.
  12. Adoption of a resolution regarding the approval of the amendment to the Regulations of the Supervisory Board.
  13. Closing the OGM.

 

Propositions of amendments to the Articles of Association pointed in paragraph 17 of OGM agenda:

Pursuant to requirements presented in Article 402 § 2 of Code of Commercial Companies (KSH), the Management Board announces propositions of changes in the Statutes of the Company:

a) In § 6, item 1

- current wording:

"§ 6.1. The share capital of the Company is PLN 4,116,400.00 (four million, one hundred sixteen thousand four hundred zlotys).”

- new wording:

"§ 6.1. The share capital of the Company is PLN 4,116,800.00 (four million, one hundred sixteen thousand eight hundred zlotys).

 

b) In § 6, item 2

- current wording:

"§ 6.2. The share capital is divided into 41,164,000 (forty one million, one hundred sixty four thousand shares of a par value of PLN 0.10 (ten grosz) each, specifically:

1)       6,650,000 (six million, six hundred fifty thousand) preference registered shares of A1 series, numbered 0.000.001 to 6.650.000;

2)       13,600,000 (thirteen million, six hundred thousand) ordinary bearer shares of A2 series, numbered 00.000.001 to 13.600.000;

3)       9,750,000 (nine million, seven hundred fifty thousand) ordinary bearer shares of B series, numbered 0.000.001 to 9.750.000;

4)       2,000,000 (two million) ordinary bearer shares of C series, numbered 0.000.001 to 2.000.000;

5)       6,400,000 (six million, four hundred thousand) ordinary bearer shares of D series, numbered 0.000.001 to 6.400.000. and

6)       764,000 (seven hundred sixty four thousand) ordinary bearer shares of E series, numbered 0.000.001 to 764.000.”

7)       2,000,000 (two million) ordinary bearer shares of H series, numbered 0.000.001 to 2.000.000.”


- new wording:

"§ 6.2. The share capital is divided into 41,168,000 (forty one million, one hundred sixty eight thousand shares of a par value of PLN 0.10 (ten grosz) each, specifically:

1)       6,650,000 (six million, six hundred fifty thousand) preference registered shares of A1 series, numbered 0.000.001 to 6.650.000;

2)       13,600,000 (thirteen million, six hundred thousand) ordinary bearer shares of A2 series, numbered 00.000.001 to 13.600.000;

3)       9,750,000 (nine million, seven hundred fifty thousand) ordinary bearer shares of B series, numbered 0.000.001 to 9.750.000;

4)       2,000,000 (two million) ordinary bearer shares of C series, numbered 0.000.001 to 2.000.000;

5)       6,400,000 (six million, four hundred thousand) ordinary bearer shares of D series, numbered 0.000.001 to 6.400.000. and

6)       768,000 (seven hundred sixty eight thousand) ordinary bearer shares of E series, numbered 0.000.001 to 768.000.”

7)       2,000,000 (two million) ordinary bearer shares of H series, numbered 0.000.001 to 2.000.000.”

 

b) In § 13, item 1

- current wording:

"§ 13.1. The Supervisory Board consists of five to seven members who are appointed by the General Meeting for the joint term of office of two years.”


- new wording:

"§ 13.1. The Supervisory Board consists of five to seven members who are appointed by the General Meeting for the joint term of office of three years.”

 

 

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 34.518.000 34.518.000
total 41.168.000 47.818.000

 

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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