2020 Current Reports EN

The Management Board of CPD S.A. (hereinafter the “Company”) with its registered office in Warsaw, as a supplement to the current report no 11/2020 from 30 April, 2020 regarding the convening of the Annual General Meeting on 27 May, 2020, presents and submit the Audit Committee of the Supervisory Board on its activities for 2019.

Audit Committee Report CPD S.A. for 2019

The rest of the current report and attachments remain unchanged.

 

 

 

Signatures of persons authorized to represent the Company:

Elżbieta Wiczkowska, Member of the Management Board, 7 May, 2020

Iwona Makarewicz, Member of the Management Board, 7 May, 2020

I. CONVENING THE ORDINARY 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 395, 399 § 1, 402¹, 402² and 406⁵ §1 of the Commercial Companies Code (hereinafter “CCC”) and § 19.1 of the Ordinance of the Minister of Finance of 29 March 2018 OGM 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 2018, item 757), hereby convenes the Ordinary General Meeting of the Company (hereinafter “the General Meeting” “the Ordinary General Meeting” or “OGM”) to be held on 27 May, 2020 at 12:00 at the Company’s office at Cybernetyki 7B, 02-677 Warsaw, with the following agenda:

The Ordinary General Meeting hereby adopts the following agenda:

1. Opening the General Meeting.
2. Appointing the Chairman of the General Meeting.
3. Confirming that the Ordinary General Meeting has been convened correctly and is empowered to adopt resolutions.
4. Adopting the agenda of the General Meeting.
5. Presentation of the Financial Statement of the Management Board of CPD S.A. for the financial year 2019;
6. Presentation of the Activity Report of the Management Board of CPD S.A. and motion of the Management Board as how to allocate the profit for the financial year 2019;
7. Presentation of the Activity Report of the Supervisory Board for the financial year 2019;
8. Adopting the resolution for the approval of the Activity Report of Management Board of the CPD S.A for the financial year 2019;
9. Adopting the resolution for the approval of the financial statements of the CPD S.A. for the financial year 2019;
10. Adopting the resolution on the allocation of the profit of CPD S.A. for 2019
11. Presentation of the Activity Report of the Management Board of the CPD S.A. Capital Group and the consolidated financial statements of the CPD S.A. Capital Group for the financial year 2019.
12. Adopting the resolution for the approval of the activity report of Management Board of the CPD S.A. Capital Group for the financial year 2019.
13. Adopting the resolution for the approval of the Consolidated Financial statement of Management Board of the CPD S.A. Capital Group for the financial year 2019.
14. Adopting of resolutions to give discharges to the members of Management Board of CPD S.A. for the performance of their duties in 2019.
15. Adopting of resolutions to give discharges to the members of Supervisory Board of CPD S.A. for the performance of their duties in 2019.
16. Adopting the resolution on amending the Resolution 3 of the Extraordinary General Meeting of CPD S.A. of 28 February 2019 on acquisition of the shares of the Company for the purpose of redemption, amended by the Resolution no 3 of the Extraordinary General Meeting of CPD S.A. of 2 March 2020 on the amendment of resolution no 3 of the Extraordinary General Meeting of 28 February 2019 on the purchase of the shares of the Company for the purpose of redemption.
17. Adoption of a resolution on amendments to the By-laws of the General Meeting of the Company.
18. Adopting resolution on the remuneration policy for Members of the Management Board and the Supervisory Board of CPD S.A.
19. Closing the General Meeting.

 

II. INFORMATION ON ATTENDANCE AT THE GENERAL MEETING

1. 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 5 May, 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;

(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.

 

2. Procedures for attending the General Meeting and exercising the right to vote

2.1. Day of registration of attendance and right to attend OGM

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 11 May, 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, and in the case of Shareholders participating in the General Meeting using electronic means of communication – to send it together with a notification of the intention to participate in the General Meeting in the above manner in accordance with item 2.5 below. 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 12 May, 2020.

2.2. List Stockholders entitled to attend OGM

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 22 May, 2020 to 26 May, 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. (attached to the announcement), 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 May 22, 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.

 

3. 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 Ordinary 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 20 May, 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. Draft resolutions of the Ordinary General Meeting of CPD S.A.

1_CPD S.A_draft of resolution OGM 2020

2. Draft of the Remunerating policy for members of the Management Board and members of the Supervisory Board of CPD S.A.

2_Draft of the Remuneration policy for members of MB SB of CPD S.A

3. Opinion of the Management Board on draft resolutions of the Ordinary General Meeting of CPD S.A.

3_CPD_SA_Justification_of_draft_resolutions_OGM

4. Power of Attorney for of the Ordinary General Meeting of CPD S.A.

4_CPD SA_Power of attorney OGM

5. Instruction for the Power of Attorney of the Ordinary General Meeting of CPD S.A.

5_CPD SA_Instruction to the poa AGM

6. Information on total number of shares in CPD S.A.

6_CPD SA_Information on the total number of shares OGM

7. Report of the Supervisory Board of CPD S.A.

7_Report of the Supervisory Board of CPD S.A

8. Regulations of participation in the General Meeting of CPD S.A. by the use of means of electronic communication

8_Regulation of participation in the eGM of CPD S.A.

9. The form of the Declaration of intent to participate in the General Meeting by the use of means of electronic communication

9_Declaration of intent to participate in the eGM

The Board CPD S.A. (hereinafter the Company) announces that the Supervisory Board adopted a resolution on the appointment of the members of the Management Board in connection with the fact that the date of holding of the Annual General Meeting approving the Company’s financial Statements for 2019, the mandates of the members of the Management Board of the third joint term in office shall expire, and appoints the Management Board of fourth joint erm in office composed of:

1. Mr. Colin Kingsnorth,
2. Ms. Elżbieta Donata Wiczkowska,
3. Ms. Iwona Ewa Makarewicz,
4. Mr. John Purcell,

Moreover, the Supervisory Board appoints Colin Kingsnorth as the President of the Management Board.

Resolution shall enter into force as of the date of holding of the Annual General Meeting approving the Company’s financial statements for the year 2019.

According to the declarations submitted, the appointed Members of the Management Board:

– do not conduct any operations competitive to the Company;

– do not participate in a competitive company, as a partner in a civil partnership, partnership or as a member of a competitive capital company or as a member of any competitive legal entity,

– are not recorded in the Register of Insolvent Debtors kept pursuant to the National Court Register Act.

Information about the education, qualifications and the professional career of members of the Management Board are set out in the appendix to this report.

CV of the Board CPD S.A.

 

Legal basis:

5. 5 and § 10 Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-Member State.

Signatures of persons representing the Company:

Elżbieta Wiczkowska, Member of the Board, 24 April, 2020

Iwona Makarewicz, Member of the Board, 24 April, 2020

Management Board of CPD S.A. with its registered office in Warsaw (the “Company”) announces, that as a result of the settlement on 26^th of March 2020, the Company, as a result announced by the Company on 3^rd of March, 2020, the Invitation to Submit Proposals for Sales of Shares of the Company (the “Invitation”), purchased through a brokerage house Pekao Investment Banking S.A. with its registered seat in Warsaw, 614,385 shares of the Company (own shares).

The shares were acquired pursuant to No. 3 of the Extraordinary General Meeting of CPD S.A. of 28 February 2019 on acquisition of the shares of the Company for the purpose of redemption, amended by the Resolution no 3 of the Extraordinary General Meeting of CPD S.A. of 2 March 2020 on the amendment of resolution no 3 of the Extraordinary General Meeting of 28 February 2019 on the purchase of the shares of the Company for the purpose of redemption, pursuant to art. 362 § 1 point 5) Code of Commercial Companies.

The purchase price per share is 5,00 zł.

All the purchased shares are ordinary shares with a nominal value of 0.10 zł each. The purchased own shares of CPD S.A. (number of the 614,385 shares) represent 2.33% of the Company’s share capital and represent 614,385 votes at the General Meeting of the Company (2.33% of voting rights at the General Meeting of the Company).

Prior to the above mentioned purchase of 614,385 own shares, the Company already owned other than those indicated above, number of the 3,305,886 shares own shares representing 12,54 % of the Company’s share capital and representing 3,305,886 votes at the General Meeting of the Company (12,54 % of voting rights at the General Meeting of the Company).

In connection with the above, the Company jointly holds 3,920,271 own shares, representing jointly 14.87% of the share capital of the Company, except that in accordance with applicable regulations, the Company is not allowed to exercise the voting rights attached to own shares.

 

Legal basis:

Article 17.1 MAR – Inside information

Signatures of persons authorized to represent the Company:

Elżbieta Wiczkowska, Member of the Management Board, 26^th of March, 2020

Iwona Makarewicz, Member of the Management Board, 26^th of March, 2020

Management Board of CPD S.A. with its registered office in Warsaw (the “Company”) hereby announces, that in connection with announced on 3 March, 2020, the Invitation to Submit Proposals for Sales of Shares of the Company pursuant to which the Company proposed to acquire up to 5,393,950 shares of ordinary bearer shares ISIN code PLCELPD00013 (“Shares”), for the period for receipt of Offers to Sell the Shares held from 13 to 20 of March 2020, accepted 3 valid offers amounting to a total of 614 385 shares of the Company.

On 24^th of March, 2020, the Company has decided to accept all valid offers of Shares.

Acquisition of Shares by the Company, will take place as soon as the settlement ie 26^th of March, 2020.

 

Legal basis:

Article 17.1 MAR – Inside information

Signatures of persons authorized to represent the Company:

Elżbieta Wiczkowska, Member of the Management Board, 24^th of March, 2020

Iwona Makarewicz, Member of the Management Board, 24^th of March, 2020