23/2023 – Information on the Convening of the Ordinary General Meeting of Trakcja S.A. with Draft Resolutions

The Management Board of Trakcja S.A., with its registered office in Warsaw (address: Al. Jerozolimskie 100, II floor, 00-807 Warsaw), entered into the Register of Entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under number 0000084266, with a share capital of PLN 269,160,780.80 – fully paid up (hereinafter: the “Company”), acting under Article 395 § 1 and Article 399 § 1 of the Commercial Companies Code in conjunction with Article 4021 and 4022 of the Commercial Companies Code, as well as § 25(2) of the Company’s Statute, hereby convenes the Ordinary General Meeting of Trakcja S.A. for June 28, 2023, at 14:00 in Warsaw, in the Blue Hall at the Company’s headquarters (Al. Jerozolimskie 100, II floor, 00-807 Warsaw) with the following agenda:

1. Opening of the Ordinary General Meeting and adoption of a resolution to elect the Chairman;
2. Confirmation of the validity of the convening of the Ordinary General Meeting and its ability to adopt resolutions, as well as verification of the attendance list;
3. Adoption of a resolution regarding the approval of the agenda;
4. Examination and approval of the Supervisory Board’s report covering the assessment of the reports referred to in items 5 and 6 of the agenda, the assessment of the Company’s and Trakcja Group’s situation;
5. Examination and adoption of a resolution regarding the approval of the Management Board’s report on the Company’s and the Trakcja Capital Group’s activities for the period from January 1, 2022, to December 31, 2022, and the Company’s financial statements for the financial year ending December 31, 2022;
6. Examination and adoption of a resolution regarding the approval of the consolidated financial statements of the Trakcja Capital Group for the financial year ending December 31, 2022;
7. Adoption of a resolution regarding the coverage of the loss for 2022;
8. Adoption of resolutions regarding granting discharge to the members of the Management Board for the performance of their duties in the financial year ending December 31, 2022;
9. Adoption of resolutions regarding granting discharge to the members of the Supervisory Board for the performance of their duties in the financial year ending December 31, 2022;
10. Adoption of a resolution regarding the opinion on the Report on the remuneration of the Management Board and the Supervisory Board for 2022;
11. Closing of the Ordinary General Meeting.

Registration Date for Participation in the Ordinary General Meeting The registration date for participation in the Ordinary General Meeting of the Company is June 12, 2023 (hereinafter: the “Registration Date”).

Information on the Right to Participate in the Ordinary General Meeting Only persons who are shareholders of Trakcja S.A. on the Registration Date have the right to participate in the Ordinary General Meeting of the Company. Pledgees and users with voting rights may participate in the Ordinary General Meeting if the establishment of their limited property rights is registered in the securities account on the Registration Date. Upon request from a shareholder of the Company and a pledgee or user with voting rights, made no earlier than after the announcement of the convening of the General Meeting and no later than on the first business day after the Registration Date, the entity maintaining the securities account issues a certificate of the right to participate in the General Meeting. Shareholders of the Company may request to receive the list of shareholders entitled to participate in the Ordinary General Meeting free of charge via electronic mail by providing the email address to which the list should be sent. Such request can be sent electronically to the email address: walne@grupatrakcja.com. The list of shareholders entitled to participate in the Ordinary General Meeting will be made available at the Company’s headquarters at Al. Jerozolimskie 100, II floor, 00-807 Warsaw, from 9:00 AM to 4:00 PM on the three days preceding the Ordinary General Meeting, i.e., June 23, 26, and 27, 2023. Persons entitled to participate in the Ordinary 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.

Shareholder’s Right to Request the Inclusion of Specific Matters in the Agenda of the General Meeting Shareholders representing at least one-twentieth of the Company’s share capital may request the inclusion of specific matters in 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 scheduled date of the General Meeting (by June 7, 2023). The request should include justification or drafts of resolutions concerning the proposed agenda item. The request should be accompanied by documents confirming the entitlement to submit the request. The request may be submitted in writing or electronically to the email address walne@grupatrakcja.com.

Shareholder’s Right to Submit Draft Resolutions on Matters Included in the Agenda of the General Meeting or Matters to be Included in the Agenda before the Date of the General Meeting Shareholders representing at least one-twentieth of the Company’s share capital may submit to the Company, in writing or using electronic means to the email address walne@grupatrakcja.com, draft resolutions on matters included in the agenda of the General Meeting or matters to be included in the agenda before the date of the General Meeting. Documents confirming the entitlement to submit the request should be attached. The Company will immediately announce the draft resolutions on its website.

Shareholder’s Right to Submit Draft Resolutions on Matters Included in the Agenda During the General Meeting Any shareholder may submit draft resolutions on matters included in the agenda during the General Meeting.

Proxy Voting Procedures and General Meeting Participation

Proxy Voting Procedure

Shareholders who are individuals may participate in the General Meeting and exercise their voting rights in person or by proxy. Shareholders who are not individuals may participate in the General Meeting and exercise their voting rights through a person authorized to make declarations of will on their behalf or by proxy.

The proxy exercises all rights of the shareholder at the General Meeting, unless otherwise specified in the power of attorney. The proxy may grant further powers of attorney if this is specified in the power of attorney. The proxy may represent more than one shareholder and vote differently for each shareholder’s shares. A shareholder with shares registered in more than one securities account may appoint separate proxies to exercise rights from shares registered in each account.

The power of attorney for participating in the General Meeting and exercising voting rights must be granted in writing or electronically. The power of attorney authorizing participation and voting rights must be delivered in original or a certified copy no later than the day of the General Meeting (by 08:00). At least one business day before the General Meeting, i.e., no later than June 27, 2023, by 15:00, the shareholder must notify the Company of the appointment of the proxy (regardless of its form) by sending information via email to: walne@grupatrakcja.com. The power of attorney should be sent in a way that allows effective verification of its validity. For example, a written power of attorney sent electronically should be scanned into a PDF file. The notification of the appointment of a proxy should include precise identification of both the proxy and the principal, indicating the following data:

• 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 power of attorney should include a scanned copy of the appropriate register, not older than 3 months.

The notification of the appointment of a proxy should also specify its scope, i.e., indicate the number of shares for which voting rights will be exercised and the date of the General Meeting where these rights will be exercised.

The Company reserves the right to take actions to identify the shareholder and proxy and verify the validity of the power of attorney granted electronically. The verification process may involve asking the shareholder or proxy questions, either electronically or by phone, to determine the fact of the power of attorney and its scope. If the shareholder or proxy does not confirm the power of attorney or if the Company does not receive a response to the questions by the day of the General Meeting (by 08:30), the Company reserves the right to refuse to admit the proxy to the General Meeting.

For written power of attorney (or powers of attorney) from a non-individual shareholder, a copy of the relevant register (original or certified copy) no older than 3 months, confirming the right to represent the shareholder, should be attached.

The current excerpt from the register for non-individual shareholders should include entries concerning the persons granting the power of attorney on behalf of the non-individual shareholder.

Members of the Company’s Management Board and employees can be proxies for shareholders at the General Meeting. If the proxy at the General Meeting is a member of the Management Board, Supervisory Board, liquidator, employee of the Company, or a member or employee of a company or cooperative dependent on the Company, the power of attorney can only authorize representation at one General Meeting. The proxy must disclose any circumstances indicating the existence or potential conflict of interest to the shareholder. Further granting of powers of attorney is excluded. Such a proxy votes according to the instructions given by the shareholder.

Electronic Participation in the General Meeting

The Company does not foresee the possibility of participating in the General Meeting using electronic communication means.

Voting by Correspondence or Electronic Means

The Company does not foresee the possibility of voting by correspondence or using electronic communication means.

Speaking During the General Meeting Using Electronic Means

The Company does not foresee the possibility of speaking during the General Meeting using electronic communication means.

Shareholder’s Right to Ask Questions on Agenda Items

During the Ordinary General Meeting, shareholders have the right to ask questions regarding matters on the agenda.

Access to Documentation

The full text of the documentation to be presented at the Ordinary General Meeting, draft resolutions, and all relevant information can be obtained from the date of the announcement of the General Meeting at the Company’s headquarters at Al. Jerozolimskie 100, II floor, 00-807 Warsaw, or on the Company’s website at www.grupatrakcja.com in the section “Investor Relations\General Meeting\2023\Ordinary General Meeting 28.06.2023.” The website also includes information regarding the processing of personal data in relation to the convening, organization, and course of the General Meeting.

Attachments Provided by the Management Board:

1. Draft resolutions of the Ordinary General Meeting;
2. Report of the Supervisory Board for 2022;
3. Report on the remuneration of the Management Board and Supervisory Board of Trakcja S.A. for 2022;

Legal Basis: § 19(1)(1) and (2) of the Regulation of the Minister of Finance 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 a non-member state.