General Meeting

The Management Board of CPD Spółka Akcyjna, with its registered office in Warsaw (hereinafter referred to as the “Company”), entered in the Register of Entrepreneurs of the National Court Register, maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division, of the National Court Register under KRS No. 0000277147, pursuant to Articles 395, 399 § 1, 4021, 4022, and 4065 § 1 of the Commercial Companies Code (hereinafter “CCC”), § 19(1) of the Regulation of the Minister of Finance of March 29, 2018, on current and periodic information disclosed by issuers of securities and the conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757), hereby convenes the Company’s Ordinary General Meeting (hereinafter the “General Meeting,” “Ordinary General Meeting,” or “OGM”), to be held on June 24, 2021, at 12:00 p.m., at the Company’s registered office at ul. Cybernetyki 7b, 02-677 Warsaw, with the following agenda:

• Opening of the General Meeting.
• Election of the Chair of the General Meeting.
• Confirmation that the Ordinary General Meeting was properly convened and is competent to adopt resolutions.
• Adoption of the agenda for the General Meeting.
• Presentation of the financial statements of CPD S.A. for the fiscal year from January 1 to December 31, 2020.
• Presentation of the Management Board’s report on the operations of CPD S.A. and the Management Board’s proposal regarding the distribution of profits.
• Presentation of the Supervisory Board’s report of CPD S.A.
• Adoption of a resolution approving the Management Board’s report on the operations of CPD S.A. for the fiscal year from January 1 to December 31, 2020.
• Adoption of a resolution approving the financial statements of CPD S.A. for the fiscal year from January 1 to December 31, 2020.
• Adoption of a resolution regarding the appropriation of CPD S.A.’s profit for 2020.
• Presentation of the Management Board’s report on the operations of the CPD S.A. Capital Group and the consolidated financial statements of the CPD S.A. Capital Group for the fiscal year 2020.
• Adoption of a resolution regarding the approval of the Management Board’s report on the activities of the CPD S.A. Capital Group for the 2020 fiscal year.
• Adoption of a resolution regarding the approval of the consolidated financial statements of the CPD S.A. Capital Group for the 2020 fiscal year.
• Adoption of resolutions on granting discharge to the members of the Management Board of CPD S.A. for the performance of their duties in 2020.
• Adoption of resolutions on granting discharge to the members of the Supervisory Board of CPD S.A. for the performance of their duties in

INFORMATION REGARDING PARTICIPATION IN THE GENERAL MEETING

1. Shareholders’ rights to request that specific matters be included on the agenda of the General Meeting and to submit draft resolutions.

1.1. The right to request that specific items be included on the agenda of the General Meeting.

Pursuant to Article 401, § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that specific matters be included on the agenda of the General Meeting. Such a request must be submitted to the Company’s Management Board no later than twenty-one days before the date of the General Meeting, i.e., by June 2, 2021.

The request must include:

(i) a justification or a draft resolution regarding the proposed agenda item,

(ii) a copy of a document certifying the Shareholder’s identity:

– in the case of natural persons: a copy of an ID card, passport, or other official document certifying the Shareholder’s identity,

– in the case of a Shareholder other than a natural person (a legal entity or an organizational unit without legal personality): a copy of an extract from the relevant register or another document confirming the authority of the natural person (or natural persons) to represent the Shareholder, and a copy of an ID card, passport, or other official document certifying the identity of the persons authorized to represent the Shareholder,

– if the request is submitted by a proxy, additionally: a copy of the power of attorney granted by the Shareholder, or by a person authorized to represent the Shareholder (if the Shareholder is not a natural person), and a copy of the proxy’s ID card, passport, or other official document certifying the proxy’s identity; or, if the proxy is not a natural person, a copy of an extract from the relevant register or another document confirming the authorization of the natural person (or natural persons) to represent the proxy, as well as copies of identity cards, passports, or other official documents certifying the identity of the natural person (or natural persons) authorized to represent the proxy.

(iii) a document or documents confirming ownership of a number of the Company’s shares sufficient to submit the request, which may be, for example, a certificate or depositary receipt issued by the entity maintaining the securities account in which the Company’s shares held by the Shareholder (or the Shareholders submitting the request) are recorded, which must indicate that the person submitting the request is a Shareholder of the Company (or that the Shareholders submitting the request are acting jointly, or that the person is a proxy for the Shareholders with the appropriate power of attorney) and that they represent at least 1/20 of the Company’s share capital.

A request may be submitted in writing at the Company’s registered office (address: ul. Cybernetyki 7b, 02-677 Warsaw) or via email to shareholder@cpdsa.pl (file format: .pdf).

1.2. The Right to Submit Draft Resolutions Concerning Matters Included on the Agenda of the General Meeting

Pursuant to Article 401 § 4 of the Commercial Companies Code, a Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital are entitled to submit draft resolutions concerning matters included on the agenda of the General Meeting or matters to be included on the agenda. Such draft resolutions should be submitted to the Company prior to the date of the General Meeting in writing at the Company’s registered office (address: ul. Cybernetyki 7b, 02-677 Warsaw) or via email to shareholder@cpdsa.pl (in .pdf format). The submitted proposals should be accompanied by the documents referred to in section 1.1, items (ii) and (iii) above.

1.3. The Right to Submit Draft Resolutions During the General Meeting

Pursuant to Article 401 § 5 of the Commercial Companies Code, any Shareholder entitled to participate in the General Meeting may, during the General Meeting, submit draft resolutions concerning matters included on the agenda of the General Meeting.

1.4. Right to ask questions regarding matters on the agenda of the General Meeting

Any Shareholder entitled to participate in the General Meeting may, during the General Meeting, ask questions regarding matters on the agenda of the General Meeting.

2. Procedures for Participating in the General Meeting and Exercising Voting Rights

2.1. Date of Registration and Eligibility to Participate in the Annual General Meeting

The Company’s Management Board hereby announces that, pursuant to Article 4061 of the Commercial Companies Code, only persons who are shareholders of the Company sixteen days prior to the date of the General Meeting, i.e., on June 8, 2021 (hereinafter the “Record Date”), are entitled to participate in the General Meeting. Pursuant to Article 4062 of the Commercial Code, pledgees and usufructuaries who are entitled to vote have the right to participate in the Company’s General Meeting if the establishment of a limited real right in their favor is registered in the securities account on the Record Date for Participation in the General Meeting.

The list of Shareholders entitled to participate in the General Meeting will be determined based on information received by the Company from the National Depository for Securities (hereinafter “KDPW”); however, the Management Board recommends that Shareholders obtain personalized certificates confirming their right to participate in the General Meeting, issued by the entity maintaining their securities account, and, in the case of Shareholders participating in the General Meeting via electronic means of communication, to submit such certificates together with their notice of intent to participate in the General Meeting in the manner described above, in accordance with Section 2.5 below. A request for the issuance of a personalized certificate confirming the right to participate in the General Meeting must be submitted to the entity maintaining the securities account within the period from the date of this announcement convening the General Meeting until the first business day following the Registration Date, i.e., by June 9, 2021.

2.2. List of Shareholders Entitled to Participate in the Annual General Meeting

The list of Shareholders entitled to participate in the Annual General Meeting will be prepared based on the list provided by KDPW and made available at the Company’s Management Board office in Warsaw, at ul. Cybernetyki 7b, from 9:00 a.m. to 4: 00 on three business days prior to the General Meeting, i.e., from June 21, 2021, to June 23, 2021. Shareholders may review the list of shareholders entitled to participate in the General Meeting at the Management Board’s office and request a copy of the list of eligible shareholders upon reimbursement of the costs of preparing it.

During the three business days prior to the General Meeting of the Company, a Shareholder may request that a list of Shareholders entitled to participate in the General Meeting be sent to them free of charge via email, specifying the address to which the list should be sent. The request must be made in writing, signed by the Shareholder or by persons authorized to represent the Shareholder, and sent to shareholder@cpdsa.pl (in .pdf format) along with copies of documents confirming that the person making the request is a Shareholder and confirming the identity of the Shareholder or the persons representing the Shareholder in the manner specified in Section 1.1, subparagraphs (ii) and (iii) above.

2.3. Manner of Participation in the General Meeting and Exercise of Voting Rights

A shareholder who is a natural person may attend the General Meeting and exercise their voting rights in person or through a proxy. A shareholder other than a natural person may attend the General Meeting and exercise their voting rights through a person authorized to make declarations of intent on their behalf or through a proxy.

Shareholders will be admitted to the General Meeting upon presentation of an identification document, and proxies upon presentation of an identification document and a valid power of attorney. Proxies or representatives of Shareholders other than natural persons must additionally present current extracts from the relevant registers listing the persons authorized to represent those entities, which confirm their right to represent the Shareholder.

Half an hour before the start of the General Meeting, registration of participants begins with Shareholders and their proxies signing the attendance list, which contains a list of the Company’s Shareholders compiled on the basis of the list of eligible participants, specifying the number of shares held by each person eligible to participate in the General Meeting and the number of votes to which they are entitled.

If a Shareholder is not listed on the register of eligible participants but holds a personalized certificate confirming the right to participate in the General Meeting, issued by the entity maintaining the Shareholder’s securities account no earlier than the announcement convening the General Meeting and no later than the first business day following the Registration Date, the Company is required to admit the shareholder to participate in the General Meeting.

If a shareholder is listed on the register of eligible shareholders, the Company may not require the shareholder to present a personalized certificate confirming the right to participate in the General Meeting.

2.4. Shareholders’ Proxies

(i) Pursuant to Article 4121 § 2 of the Commercial Companies Code, a power of attorney must be drawn up in writing or granted in electronic form. A power of attorney granted in electronic form does not require a qualified electronic signature.

(ii) A power of attorney may be granted in electronic form using the power of attorney form available on the Company’s website at www.cpdsa.pl under the “General Meetings” tab, in accordance with Article 4023 § 1(5) of the Commercial Code. A shareholder is not required to use the form, but the power of attorney must contain at least the elements regarding the identification of the parties that are included in the form. In addition to the power of attorney form, the website also contains instructions regarding the proxy’s exercise of voting rights at the General Meeting. Use of these instructions is also voluntary.

(iii) Notice of the granting or revocation of a power of attorney, together with the power of attorney itself, must be sent by the Shareholder prior to the closing of the list of participants in the General Meeting, which is prepared on the day of the General Meeting before it begins and must precede the proxy’s request for inclusion on the list of participants. The above information should be sent via email to shareholder@cpdsa.pl by sending a scanned copy of the power of attorney document (in .pdf format) signed by the shareholder (without an attachment—voting instructions) to the above address, or, in the case of Shareholders other than natural persons, by persons authorized to represent the Shareholder. A Shareholder granting a power of attorney in electronic form should, in addition to the power of attorney document, provide information enabling the Shareholder’s identification and verification of the power of attorney’s validity: the Shareholder’s first and last name, PESEL number, residential address, email address, and phone number.

(iv) In order to verify the validity of a power of attorney granted electronically, the Company has the right to take steps to identify the Shareholder and his or her proxy; in particular, it has the right to send follow-up questions electronically and to contact the parties by telephone. Failure to respond to questions asked during the verification process will be treated as an inability to verify the power of attorney and will constitute grounds for refusing to admit the proxy to participate in the General Meeting.

(v) To confirm the authenticity of the power of attorney, it is recommended that the Shareholder provide the proxy with a printed copy of the information sent to the Company, as referred to above.

(vi) A printout of the power of attorney granted in electronic form shall be attached to the attendance list prepared before the start of the General Meeting and subsequently attached to the notarial minutes of the General Meeting.

(vi) If the proxy at the General Meeting is a member of the Company’s Management Board, a member of the Company’s Supervisory Board, an employee of the Company, or a member of the governing bodies or an employee of a subsidiary of the Company, the power of attorney may authorize representation at only one General Meeting. The proxy holder is required to disclose to the Shareholder any circumstances indicating the existence of, or the possibility of, a conflict of interest. The proxy holder is required to disclose to the Shareholder any circumstances that may indicate the existence of, or the possibility of, a conflict of interest. Such a proxy holder shall vote in accordance with the instructions provided by the Shareholder, and the granting of a subproxy is prohibited.

2.5. The Possibility and Method of Participating in the General Meeting via Electronic Means of Communication

The Rules of Procedure of the General Meeting of CPD S.A. and the Rules for Participation in the General Meeting of CPD S.A. via Electronic Means of Communication (attached to this announcement) provide for the possibility of participating in the General Meeting via electronic means of communication.

A shareholder who wishes to participate in the General Meeting using electronic means of communication, in addition to meeting the requirements related to proving the right to participate in the Company’s General Meeting, is required to:

1. notify the Company of their intention to participate in the General Meeting via electronic means (“Notice of Intent”) no later than 5 (five) days before the date of the General Meeting, i.e., by June 19, 2021. The Notice of Intent may be submitted using the form available on the Company’s website at cpdsa.pl under the “General Meetings” tab. While shareholders are not required to use the form, the Notice of Intent must contain at least the identification information specified in the form. The Notice of Intent should be sent via email to shareholder@ cpdsa.pl by sending a scanned copy of the Notice of Intent (in .pdf format) to the above address, signed by the Shareholder (in the case of Shareholders other than natural persons—by persons authorized to represent the Shareholder) or by the Shareholder’s proxy;
2. When submitting the Notice of Intent referred to in point a) above, a Shareholder who is a natural person must attach a scan of their identification document, and Shareholders who are not natural persons:
3. scanned copies of current extracts from the relevant registers listing the persons authorized to represent these entities, which demonstrate their right to represent the Shareholder in the Notice of Intent (PDF format), and
4. a scan of the identification documents of the persons authorized to represent the Shareholder in the Notice of Intent;
5. If the Notice of Intent is submitted by a proxy, or if the Shareholder submitting the Notice of Intent wishes to attend the General Meeting and exercise their voting rights through a proxy, the Notice of Intent must also be accompanied by a scan of the proxy’s identification document and a scan of a valid power of attorney granted by the Shareholder (file format: .pdf) or a power of attorney in electronic form;
6. Scans of identification documents submitted in accordance with points (b) and (c) above should be crossed out by hand or marked with the word “copy” or similar, and any information other than the photograph, first and last name, and PESEL or other identification number should be redacted;
7. if a Shareholder is not listed on the Register of Eligible Shareholders but holds a personalized certificate confirming the right to participate in the General Meeting, issued by the entity maintaining the Shareholder’s securities account no earlier than the date of the announcement convening the General Meeting and no later than the first business day following the Registration Date, the Company is required to admit the shareholder to participate in the General Meeting, provided that the Notice of Intent is accompanied by a scan of the aforementioned personalized certificate confirming the right to participate in the General Meeting;
8. meet the technical requirements, i.e., constant access to the Internet and a device (computer, laptop, smartphone) capable of playing audio and displaying video, as well as a web browser;
9. which will be sent individually, on a case-by-case basis, to shareholders who notify the company of their intention to participate in the General Meeting, specifically regarding the software they have and their internet connection.

In order to verify the validity of the Notice of Intent and the right to participate in the General Meeting, the Company has the right to take steps to identify the Shareholder and its representatives (including proxies); in particular, it has the right to send follow-up questions electronically and to contact the Shareholder by telephone, provided that such actions are proportionate to the purpose. Failure to respond to questions asked during the verification process will be treated as an inability to verify eligibility and will constitute grounds for refusing admission to participate in the General Meeting via electronic means of communication; the Company will notify the Shareholder of this decision at the email address provided by the Shareholder in the Notice of Intent.

After successfully verifying the Shareholder’s eligibility, the Company will send the Shareholder (or the Shareholder’s proxy, if the Notice 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 Notice of Intent, detailed instructions on how to register for the IT platform enabling voting at the General Meeting via electronic means, along with the username and password required for the initial registration on that platform. The login and initial password will be secured by a password sent via SMS to the Shareholder’s phone number (or that of their proxy if the Notice of Intent was submitted by a proxy) indicated in the Notice of Intent. The shareholder (or their proxy, if the Notice of Intent was submitted by a proxy) is required to change this password to a personal one immediately after logging in for the first time.

2.6. How to Speak During the General Meeting Using Electronic Means of Communication

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

2.7. Procedure for Exercising Voting Rights by Mail or Using Electronic Means of Communication

Shareholders participating in the General Meeting via electronic means of communication shall vote using an online platform that enables the casting and counting of votes, which, in the case of a secret ballot, ensures that the voting results of individual Shareholders cannot be identified, and to which Shareholders will gain access following successful verification of the eligibility of the Shareholder who submitted the Notice of Intent.

If, for technical reasons attributable to the Company or the system, Shareholders participating in the General Meeting via electronic means of communication are unable to cast their votes through such means, the Chair of the General Meeting may order a recess in the proceedings.

The Company does not provide for the possibility of voting by mail.

2.8 Broadcast of the General Meeting

The proceedings of the General Meeting will be broadcast in real time on the website www.cpdsa.pl.

3. General Meeting Documentation and Other Information
3.1. General Meeting Documentation

Any person entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting, draft resolutions along with their justifications, and comments from the Company’s Management Board or Supervisory Board regarding matters included on the agenda of the General Meeting or matters to be added to the agenda prior to the date of the Extraordinary General Meeting on the Company’s website at www.cpdsa.pl under the “General Meetings” tab, as well as at the Company’s registered office in Warsaw at ul. Cybernetyki 7b, 02-677 Warsaw.

As of June 17, 2021, a Shareholder has the right to request from the Company a copy of the motions regarding matters on the agenda.

3.2. Information Regarding the General Meeting

Information regarding the General Meeting will be made available on the Company’s website at www.cpdsa.pl.

3.3. Other Information

The Company’s Management Board hereby informs that, with respect to matters not covered by this announcement, the provisions of the Commercial Companies Code, the Company’s Articles of Association, the Rules of Procedure of the General Meeting of Shareholders, and regulations governing securities trading—including, in particular, those applicable to public companies, of which CPD Spółka Akcyjna, with its registered office in Warsaw, is one—shall apply. The Management Board urges the Company’s Shareholders to familiarize themselves with the above regulations (the Articles of Association and the Rules of Procedure of the General Meeting are available on the Company’s website) or to seek advice from entities specializing in legal counsel regarding the impact of these regulations on the Shareholders’ current and planned actions.

At the same time, the Company’s Management Board is providing the following as an attachment to this report: