13/04/2023 16:5010/2023 – Information on the Extraordinary General Meeting of Trakcja S.A. Scheduled for May 10, 2023, Along with Draft Resolutions
The Management Board of Trakcja S.A. (the “Company”), based in Warsaw (address: Al. Jerozolimskie 100, 2nd floor, 00-807 Warsaw), entered into the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under number 0000084266, with a share capital of PLN 269,160,780.80 – fully paid-up (hereinafter: “Company”), acting pursuant to Articles 398 and 399 § 1 of the Commercial Companies Code in connection with Articles 4021 and 4022 of the Commercial Companies Code and Articles 8(2) and 10 of the Company’s Articles of Association, hereby convenes the Extraordinary General Meeting of Trakcja S.A. for May 10, 2023, at 9:30 AM in Warsaw, in the Blue Room at the Company’s registered office (Al. Jerozolimskie 100, 2nd floor, 00-807 Warsaw) with the following agenda:
- Opening of the Extraordinary General Meeting.
- Election of the Chairman of the Extraordinary General Meeting.
- Confirmation of the validity of the convening of the Extraordinary General Meeting and its ability to adopt resolutions.
- Adoption of the agenda.
- Adoption of a resolution regarding amendments to the Statute of Trakcja S.A.
- Adoption of a resolution regarding amendments to the Remuneration Policy for the Management Board and the Supervisory Board of Trakcja S.A.
- Closing of the Extraordinary General Meeting.
§ 1 Registration Date for Participation in the Extraordinary General Meeting
The registration date for participation in the Extraordinary General Meeting is April 24, 2023 (hereinafter: the “Registration Date”).
§ 2 Information on the Right to Participate in the Extraordinary General Meeting
The right to participate in the Extraordinary General Meeting of the Company is granted only to persons who are shareholders of Trakcja S.A. on the Registration Date.
Pledgees and users who have voting rights may participate in the Extraordinary General Meeting if the establishment of their limited property rights is registered in the securities account on the Registration Date.
At the request of a shareholder of the Company and a pledgee or user who has voting rights, made no earlier than after the announcement of the convening of the general meeting and no later than the first business day after the Registration Date, the entity maintaining the securities account issues a personal certificate of the right to participate in the general meeting.
A shareholder of the Company may request to have the list of shareholders entitled to participate in the Extraordinary General Meeting sent free of charge by electronic mail, providing the email address to which the list should be sent. Such request may be sent electronically to the email address: walne@grupatrakcja.com.
The list of shareholders entitled to participate in the Extraordinary General Meeting will be available at the Company’s registered office at Al. Jerozolimskie 100, 2nd floor, 00-807 Warsaw, from 9:00 AM to 4:00 PM for three days prior to the Extraordinary General Meeting, i.e., May 5-9, 2023.
Shareholders entitled to participate in the Extraordinary General Meeting are requested to register and collect voting devices directly before the start of the meeting.
Electronic communication between shareholders and the Company is conducted using the email address: walne@grupatrakcja.com.
§ 3 Right of a Shareholder to Request the Inclusion of Specific Matters on the Agenda
Shareholders representing at least one-twentieth of the Company’s share capital may request that specific matters be included in the agenda of the general meeting. Such request must be submitted to the Management Board no later than twenty-one days before the scheduled date of the general meeting (by April 19, 2023). The request should include a justification or draft resolutions concerning the proposed agenda item. Documents confirming the entitlement to submit the request should be attached. The request may be submitted in writing or electronically to the email address walne@grupatrakcja.com.
§ 4 Right of a Shareholder to Submit Draft Resolutions on Matters Included in the Agenda or Matters to be Added to the Agenda Prior to the General Meeting
Shareholders representing at least one-twentieth of the Company’s share capital may, before the general meeting, submit draft resolutions on matters included in the agenda or matters that are to be added to the agenda, in writing or using electronic means to the email address walne@grupatrakcja.com. Documents confirming the entitlement to submit the request should be attached. The Company will immediately announce the draft resolutions on its website.
§ 5 Right of a Shareholder to Submit Draft Resolutions on Matters Included in the Agenda During the General Meeting
Every shareholder has the right to submit draft resolutions on matters included in the agenda during the general meeting.
§ 6 Method of Voting by Proxy
A shareholder who is a natural person may participate in the general meeting and exercise their voting rights personally or by proxy. A shareholder who is not a natural person may participate in the general meeting and exercise their voting rights through a person authorized to make declarations of will on its behalf or through a proxy.
A proxy exercises all the shareholder’s rights at the general meeting unless otherwise specified in the proxy. A proxy may grant further proxies if permitted by the proxy. A proxy may represent more than one shareholder and vote differently on shares held by each shareholder. A shareholder with shares recorded in more than one securities account may appoint separate proxies for the rights associated with each account.
The proxy for participating in the general meeting and exercising voting rights must be granted in writing or electronically. The proxy must be delivered in its original form or a certified copy no later than the day of the general meeting (by 08:00 AM). At least one business day before the general meeting, i.e., by May 9, 2023, at 3:00 PM, the shareholder should notify the Company of the appointment of the proxy (regardless of its form) by sending information electronically to the email address: walne@grupatrakcja.com. The proxy should be sent in such a way that its validity can be effectively verified. For instance, a written proxy sent electronically should be scanned into a PDF file. The information on the appointment of the proxy should include the exact identification of the proxy and the principal, specifying the following details:
- For individuals: first name(s), last name, series and number of ID card, address, phone number, and email address;
- For other entities: name (company), registration number, address, phone number, and email address. For legal entities, the proxy should be accompanied by a scanned PDF copy of the registration document, not older than 3 months.
The information on the appointment of the proxy should also specify the scope, i.e., the number of shares for which voting rights will be exercised and the date of the general meeting at which these rights will be exercised.
The Company reserves the right to take actions to identify the shareholder and the proxy and to verify the validity of the proxy granted electronically. The verification process may involve asking questions, either electronically or by phone, to the shareholder or proxy to confirm the fact of granting the proxy and its scope. If the shareholder or proxy does not confirm the fact of granting the proxy or if the Company does not receive a response to the questions by the latest on the day of the general meeting (by 08:30 AM), the Company reserves the right to refuse to admit the proxy to the general meeting.
A written proxy (or series of proxies) from a non-natural person shareholder should be accompanied by a registration document (in original or a certified copy) not older than 3 months, confirming the right to represent the shareholder.
The current excerpt from the commercial register for a non-natural person shareholder should include entries regarding the persons granting proxies on behalf of the non-natural person shareholder.
Members of the Company’s Management Board and employees may act as proxies for shareholders at the general meeting. If the proxy is a member of the Management Board, a member of the Supervisory Board, a liquidator, an employee of the Company, or a member or employee of a company or cooperative dependent on the Company, the proxy may represent only one general meeting. The proxy is required to disclose to the shareholder any circumstances indicating the existence or potential for a conflict of interest. Further proxies are excluded. Such a proxy votes according to the instructions given by the shareholder.
§ 7 Possibility and Method of Participating in the General Meeting Using Electronic Communication
The Company does not provide for participation in the general meeting via electronic communication.
§ 8 Method of Voting by Correspondence or Using Electronic Communication
The Company does not provide for voting by correspondence or using electronic communication.
§ 9 Method of Speaking During the General Meeting Using Electronic Communication
The Company does not provide for speaking during the general meeting using electronic communication.
§ 10 Right of a Shareholder to Ask Questions on Matters Included in the Agenda
A shareholder has the right to ask questions concerning matters included in the agenda during the Extraordinary General Meeting.
§ 11 Access to Documentation
The full text of the documentation to be presented at the Extraordinary General Meeting, draft resolutions, and all information can be obtained from the day of the convening of the Extraordinary General Meeting at the Company’s registered office at Al. Jerozolimskie 100, 2nd floor, 00-807 Warsaw, or on the Company’s website at www.grupatrakcja.com in the section “Investor Relations / General Meeting / 2023 / Extraordinary General Meeting May 10, 2023”. The mentioned website also contains the information clause regarding the processing of personal data related to the convening, organization, and course of the general meeting.
Legal Basis: § 19(1) items 1 and 2 of the Minister of Finance Regulation of March 29, 2018, on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of non-member states (Journal of Laws 2018, item 757).
