The Management Board of CPD Sp\u00f3\u0142ka Akcyjna, with its registered office in Warsaw (hereinafter the \u201cCompany\u201d), 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 Article 399 \u00a7 1, Article 402(1), and Article 402(2) of the Commercial Companies Code (hereinafter \u201cCCC\u201d), \u00a7 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 an Extraordinary General Meeting of the Company (hereinafter the \u201cGeneral Meeting,\u201d \u201cExtraordinary General Meeting\u201d or \u201cEGM\u201d), to be held on November 12, 2024, at 12:00 p.m., at the Company\u2019s registered office in Warsaw, at the premises of the Notary Public Office of Micha\u0142 Lorenc and Dolores Jania, sp. p., located at 18 Sandomierska St., apt. 1, 02-567 Warsaw, with the following agenda:<\/p>\n
INFORMATION REGARDING PARTICIPATION IN THE GENERAL MEETING<\/strong><\/p>\n 1. Shareholders\u2019 rights to request that specific matters be included on the agenda of the General Meeting and to submit draft resolutions.<\/strong><\/p>\n 1.1. The right to request that specific matters be included on the agenda of the General Meeting.<\/em> The request should include: (iii) a document or documents confirming ownership of a number of the Company\u2019s shares sufficient to submit a request, such as a certificate or depositary receipt issued by the entity maintaining the securities account in which the Company\u2019s 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 such person represents at least 1\/20 of the Company\u2019s share capital.<\/p>\n The request may be submitted in writing at the Company\u2019s Management Board office (address: ul. Szara 10, 00-420 Warsaw) or via email to shareholder@cpdsa.pl (in .pdf format).<\/p>\n 1.2. The Right to Submit Draft Resolutions Concerning Matters Included on the Agenda of the General Meeting<\/strong><\/p>\n Pursuant to Article 401 \u00a7 4 of the Commercial Companies Code, a Shareholder or Shareholders representing at least one-twentieth of the Company\u2019s 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\u2019s Management Board office (address: ul. Szara 10, 00-420 Warsaw) or via email to shareholder@cpdsa.pl (in .pdf format). The submitted draft resolutions should be accompanied by the documents referred to in section 1.1, subparagraphs (ii) and (iii) above.<\/p>\n 1.3. Right to Submit Draft Resolutions During the General Meeting<\/strong><\/p>\n Pursuant to Article 401 \u00a7 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.<\/p>\n 1.4. The Right to Ask Questions Regarding Matters on the Agenda of the General Meeting<\/p>\n 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.<\/p>\n 2. Procedures Regarding Participation in the General Meeting and the Exercise of Voting Rights<\/p>\n 2.1. Record Date and the Right to Participate in the Extraordinary General Meeting<\/p>\n The Company\u2019s Management Board hereby informs that, pursuant to Article 406(1) 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 October 27, 2024 (hereinafter: \u201cRecord Date\u201d), 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\u2019s 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.<\/p>\n 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: \u201cKDPW\u201d); 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. A request for the issuance of a personalized certificate confirming the right to participate in the General Meeting n<\/p>\n 2.2. List of Persons Entitled to Attend the Extraordinary General Meeting<\/p>\n The list of shareholders entitled to participate in the General Meeting will be prepared based on the list provided by KDPW and made available at the Company\u2019s Management Board office in Warsaw, at ul. Szara 10, from 9:00 a.m. to 4:00 p.m. for three business days prior to the General Meeting, i.e., on November 6, 7, and 8 November 2024.<\/p>\n Shareholders may review the list of shareholders entitled to participate in the Extraordinary General Meeting at the Management Board\u2019s office and request a copy of the list of eligible shareholders upon reimbursement of the costs of its preparation.<\/p>\n During the three weekdays preceding the Company\u2019s General Meeting, a shareholder may request that the 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.<\/p>\n 2.3. How to Participate in the General Meeting and Exercise Voting Rights<\/p>\n A shareholder who is a natural person may participate in the General Meeting and exercise voting rights in person or through a proxy. A shareholder other than a natural person may participate in the General Meeting and exercise voting rights through a person authorized to make declarations of intent on its behalf or through a proxy.<\/p>\n 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.<\/p>\n 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\u2019s 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.<\/p>\n 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\u2019s 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.<\/p>\n If a Shareholder is listed on the register of eligible participants, the Company may not require the Shareholder to present a personalized certificate confirming the right to participate in the General Meeting.<\/p>\n 2.4. Shareholders\u2019 Proxies<\/p>\n (i) Pursuant to Article 4121 \u00a7 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.<\/p>\n (ii) A power of attorney may be granted electronically using the power of attorney form available on the Company\u2019s website at www.cpdsa.pl under the \u201cGeneral Meetings\u201d tab, in accordance with Article 4023 \u00a7 1(5) of the Commercial Companies Code. A Shareholder is not required to use the form, but the power of attorney must contain at least the identification information specified in the form. In addition to the power of attorney form, the website also includes instructions regarding the proxy\u2019s exercise of voting rights at the General Meeting. Use of these instructions is also voluntary.<\/p>\n (iii) Notification 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\u2019s request for inclusion on the list of participants. The above information should be sent via email to shareholder@cpdsa.pl by attaching a scanned copy of the power of attorney document (in .pdf format) signed by the shareholder (without an attachment\u2014voting instructions), 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, submit<\/p>\n (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.<\/p>\n (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.<\/p>\n (vi) A printout of the power of attorney granted in electronic form shall be attached to the attendance list prepared prior to the commencement of the General Meeting and subsequently attached to the notarial minutes of the General Meeting.<\/p>\n (vii) If the proxy at the General Meeting is a member of the Company\u2019s Management Board, a member of the Company\u2019s 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 or potential for a conflict of interest. The proxy holder is required to disclose to the Shareholder any circumstances that may indicate the existence or potential for a conflict of interest.<\/p>\n Such a proxy holder shall vote in accordance with the instructions provided by the Shareholder, and the granting of a sub-proxy is prohibited.<\/p>\n 2.5. Possibility and Method of Participating in the General Meeting via Electronic Means of Communication<\/p>\n The Company does not provide for the possibility of participating in the General Meeting via electronic means of communication.<\/p>\n 2.6. Manner of speaking during the General Meeting using electronic means of communication<\/p>\n The Company does not provide for the possibility of speaking during the General Meeting using electronic means of communication.<\/p>\n 2.7. Procedure for Exercising Voting Rights by Mail or via Electronic Means of Communication<\/p>\n The Company does not provide for the possibility of voting by mail or via electronic means of communication.<\/p>\n 2.8 Broadcast of the General Meeting<\/p>\n The Company does not plan to broadcast the General Meeting in real time.<\/p>\n 3. General Meeting Documentation and Other Information<\/strong><\/p>\n 3.1. General Meeting Documentation<\/p>\n 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\u2019s Management Board or Supervisory Board regarding matters 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\u2019s website at www.cpdsa.pl under the \u201cGeneral Meetings\u201d tab, as well as at the Company\u2019s Management Board office in Warsaw at ul. Szara 10, 00-420 Warsaw.<\/p>\n Effective November 5, 2024, a Shareholder has the right to request that the Company provide a copy of the motions regarding matters on the agenda. Information regarding the General Meeting will be made available on the Company\u2019s website at www.cpdsa.pl.<\/p>\n 3.2. Information Regarding the General Meeting<\/p>\n Information regarding the General Meeting will be made available on the Company\u2019s website at www.cpdsa.pl.<\/p>\n 3.3. Other Information<\/p>\n The Company\u2019s Management Board hereby informs that, with respect to matters not covered by this announcement, the provisions of the Commercial Companies Code, the Company\u2019s Articles of Association, and the Rules of Procedure of the General Meeting of Shareholders, as well as regulations governing securities trading\u2014including, in particular, those applicable to public companies, of which CPD, a joint-stock company with its registered office in Warsaw, is one\u2014shall apply. The Management Board urges the Company\u2019s 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\u2019s website) or to seek advice from entities specializing in legal counsel regarding the impact of these regulations on the Shareholders\u2019 current and planned actions.<\/p>\n Notice Regarding a Proposed Amendment to the Company\u2019s Articles of Incorporation:<\/p>\n Current wording of \u00a7 4(1) of the Company\u2019s Articles of Incorporation:<\/p>\n \u201c1. The Company\u2019s share capital amounts to 448,309.30 PLN (in words: four hundred forty-eight thousand three hundred nine thirty groszy) and is divided into 4,483,093 (four million four hundred eighty-three thousand ninety-three) Series AA shares with a par value of PLN 0.10 (ten groszy) each.\u201d<\/p>\n Proposed wording of \u00a7 4(1) of the Company\u2019s Articles of Association: The current wording of \u00a7 4a of the Company\u2019s Articles of Association: 2. The Company\u2019s Management Board is authorized, with the consent of the Supervisory Board, to deprive shareholders, in whole or in part, of their preemptive rights to shares issued pursuant to the authorization granted in paragraph 1.\u201d<\/p>\n Proposed wording of \u00a7 4a of the Company\u2019s Articles of Association:<\/p>\n \u201c1. The Company\u2019s Management Board is authorized, until June 30, 2027, to increase the Company\u2019s share capital within the limits of the authorized capital by an amount not exceeding 336,000.00 PLN (in words: three hundred thirty-six thousand zlotys). The Management Board may exercise the authorization referred to in the preceding sentence by carrying out one or more successive increases in the share capital, whereby shares may be subscribed for both through cash contributions and non-cash contributions (in-kind contributions).<\/p>\n 2. The Company\u2019s Management Board is authorized, with the consent of the Supervisory Board, to deprive shareholders, in whole or in part, of their preemptive rights to shares issued pursuant to the authorization granted in paragraph 1.\u201d<\/p>\n At the same time, the Company\u2019s Management Board submits the following as an attachment to this report:<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false},"class_list":["post-1032","general-meeting","type-general-meeting","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/general-meeting\/1032","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/general-meeting"}],"about":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/types\/general-meeting"}],"wp:attachment":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/media?parent=1032"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nPursuant to Article 401 \u00a7 1 of the Commercial Companies Code, a Shareholder or Shareholders representing at least one-twentieth of the Company\u2019s 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\u2019s Management Board no later than twenty-one days before the date of the General Meeting, i.e., by October 22, 2024.<\/p>\n
\n(i) a statement of reasons or a draft resolution regarding the proposed agenda item,
\n(ii) a copy of a document verifying the Shareholder\u2019s identity:<\/p>\n\n
\n\u201cThe Company\u2019s share capital amounts to 537,309.30 PLN (in words: five hundred thirty-seven thousand three hundred nine zlotys thirty groszy) and is divided into 5,373,093 (in words: five million three hundred seventy-three thousand ninety-three) shares with a par value of 0.10 PLN (in words: ten groszy) each, including:
\na) 4,483,093 (in words: four million four hundred eighty-three thousand ninety-three) Series AA ordinary bearer shares.
\nb) 890,000 (in words: eight hundred ninety thousand) Series B ordinary bearer shares.\u201d<\/p>\n
\n\u201cThe Company\u2019s Management Board is authorized, until August 30, 2013, to increase the Company\u2019s share capital within the limits of the authorized capital by an amount not exceeding PLN 2,500,000.00 (two million five hundred thousand zlotys). The Management Board may exercise the authorization referred to in the preceding sentence by carrying out one or more successive increases in the share capital, whereby shares may be subscribed for both through cash contributions and non-cash contributions (in-kind contributions).<\/p>\n