30/2024 – Information on the Convening of the Ordinary General Meeting of Trakcja S.A. on June 27, 2024, Including Draft Resolutions

The Management Board of Trakcja S.A. (the “Company”), with its registered office in Warsaw (address: al. Jerozolimskie 100, II p., 00-807 Warsaw), registered in the Krajowy Rejestr Sądowy under the number 0000084266, with a share capital of PLN 269,160,780.80 – fully paid-up (hereinafter: the “Company”), acting pursuant to Article 395 § 1 and Article 399 § 1 of the Commercial Companies Code, in connection with Article 402¹ and 402² of the Commercial Companies Code and § 25 § 2 of the Company’s Statute, hereby convenes the Ordinary General Meeting of Trakcja S.A. for June 27, 2024, at 10:00 AM, in Warsaw, in the Blue Hall at the Company’s registered office (al. Jerozolimskie 100, II p., 00-807 Warsaw), with the following agenda:

1. Opening of the Ordinary General Meeting and adoption of a resolution regarding the election of the Chairman.
2. Confirming the validity of the convening of the Ordinary General Meeting and its capacity to adopt resolutions, and verifying the attendance list.
3. Adoption of the agenda.
4. Examination and approval of the Supervisory Board’s report, including the assessment of the financial statements referred to in items 5 and 6 of this agenda, and the assessment of the Company’s and the Trakcja Group’s situation.
5. Examination and adoption of a resolution concerning the approval of the Management Board’s report on the Company’s and the Trakcja Group’s activities for the period from January 1, 2023, to December 31, 2023, and the Company’s financial statements for the fiscal year ended December 31, 2023.
6. Examination and adoption of a resolution concerning the approval of the consolidated financial statements of the Trakcja Capital Group for the fiscal year ended December 31, 2023.
7. Adoption of a resolution regarding the allocation of profit for 2023.
8. Adoption of resolutions on granting discharge to the Management Board members for their duties for the fiscal year ended December 31, 2023.
9. Adoption of resolutions on granting discharge to the Supervisory Board members for their duties for the fiscal year ended December 31, 2023.
10. Adoption of a resolution on reviewing the Report on the remuneration of the Management Board and the Supervisory Board for 2023.
11. Adoption of a resolution on increasing the Company’s share capital.
12. 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 11, 2024 (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 are entitled to participate in the Ordinary General Meeting. Pledgees and users with voting rights may participate in the Ordinary General Meeting if the establishment of their limited property right is registered in the securities account on the Registration Date. Upon request of the entitled shareholder or pledgee or user with voting rights, made no earlier than after the announcement of the general meeting and no later than on the first business day following the Registration Date, the entity maintaining the securities account issues a certificate of the right to participate in the general meeting.

§ Shareholder List

The Company will establish the list of shareholders entitled to participate in the Ordinary General Meeting based on the list provided by the National Depository for Securities (KDPW). Shareholders may request a copy of the list of shareholders entitled to participate in the Ordinary General Meeting free of charge by email, specifying the email address to which the list should be sent. Such requests can be sent electronically to: walne@grupatrakcja.com.

The list of shareholders entitled to participate in the Ordinary General Meeting will be made available at the Company’s registered office at al. Jerozolimskie 100 II p., 00-807 Warsaw, from 9:00 AM to 4:00 PM on the three days preceding the Ordinary General Meeting, i.e., June 24, 25, and 26, 2024.

Persons entitled to participate in the Ordinary General Meeting are requested to register and collect voting devices directly before the meeting starts.

§ Electronic Communication with Trakcja S.A.

Within the limits set by the provisions of the Commercial Companies Code, shareholders may contact the Company via electronic means. Electronic communication with Trakcja S.A. should be conducted using the email address: walne@grupatrakcja.com.

§ Shareholder Right to Request the Inclusion of Specific Matters on the Agenda of the Ordinary General Meeting

Shareholders representing at least 1/20 of the Company’s share capital may request the inclusion of specific matters on the agenda of the Ordinary General Meeting. Such requests must be submitted to the Company’s Management Board no later than twenty-one days before the scheduled date of the Ordinary General Meeting (by June 6, 2024). The request should include justification or draft resolutions regarding the proposed agenda item. The request must be accompanied by documents confirming the right to make such a request. Requests can be submitted in writing or electronically to walne@grupatrakcja.com.

§ Shareholder Right to Submit Draft Resolutions on Matters Introduced to the Agenda of the Ordinary General Meeting

Shareholders representing at least 1/20 of the Company’s share capital may, prior to the meeting, submit draft resolutions concerning matters introduced to the agenda of the Ordinary General Meeting or matters to be added to the agenda. Such submissions should be made in writing or electronically to walne@grupatrakcja.com. Supporting documents proving the right to make such submissions should be included. The Company will promptly publish draft resolutions on its website.

§ Shareholder Right to Propose Draft Resolutions During the Ordinary General Meeting

Any shareholder may propose draft resolutions regarding matters introduced to the agenda during the Ordinary General Meeting.

§ Voting Rights by Proxy

A shareholder who is an individual may participate in the Ordinary General Meeting and exercise voting rights personally or through a proxy. A shareholder who is not an individual may participate in the meeting and exercise voting rights through a person authorized to act on its behalf or through a proxy.

The proxy exercises all the 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 authorized by the power of attorney. The proxy may represent more than one shareholder and vote differently on behalf of each shareholder. A shareholder with shares registered in more than one securities account may appoint separate proxies for each account.

The power of attorney for participation in the Ordinary General Meeting and the exercise of voting rights must be given in writing or electronically. An electronic power of attorney does not need to be secured with a qualified electronic signature.

A written power of attorney authorizing participation and voting must be delivered to the Company in original or notarized copy by no later than the day of the General Meeting (by 9:00 AM). At least one business day before the Ordinary General Meeting, i.e., no later than June 26, 2024, by 3:00 PM, the shareholder should notify the Company of the power of attorney electronically by sending an email to: walne@grupatrakcja.com. The power of attorney should be sent in a manner that allows effective verification of its validity.

The notification of the power of attorney in electronic form should include the exact details of the proxy and the shareholder, specifying the following information:

• For individuals: first name(s), last name, series and number of identity document, address, phone number, and email address;
• For other entities: name (company name), registration number, address, phone number, and email address. For legal entities, a scanned PDF copy of the relevant registry entry, not older than 3 months, should be attached.

The notification of the power of attorney 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 at which these rights will be exercised.

The above rules do not exempt the proxy from the obligation to present, when preparing the attendance list of those entitled to participate in the Ordinary General Meeting, documents necessary for their identification.

The Company reserves the right to take actions to identify the shareholder and the proxy and verify the validity of the electronic power of attorney. The verification process may involve asking questions, either electronically or by phone, to the shareholder or proxy to ascertain the fact of granting the power of attorney and its scope. If the shareholder or proxy does not confirm the grant of power of attorney or if the Company does not receive a response to the questions by the Ordinary General Meeting day (by 8:30 AM), the Company reserves the right to refuse admission of the proxy to the Ordinary General Meeting.

For a written power of attorney (or a series of powers of attorney) from a shareholder who is not an individual, a current registry entry (in original or appropriately certified copy) no older than 3 months, confirming the right to represent the shareholder, must be attached. The current entry from the register of entrepreneurs for a shareholder who is not an individual should include entries regarding the persons authorized to grant the power of attorney on behalf of the shareholder.

Members of the Company’s Management Board and employees may act as proxies for shareholders at the Ordinary General Meeting.

If the proxy at the general meeting is a member of the Management Board, a member of the Supervisory Board, a liquidator, an employee of the Company, or a member of the governing bodies or an employee of a subsidiary, the power of attorney may authorize representation only at one general meeting. The proxy is required to disclose any circumstances indicating a conflict of interest or potential conflict of interest. Granting further power of attorney is excluded. Such a proxy votes according to the instructions given by the shareholder.

§ Participation in the Ordinary General Meeting Using Electronic Communication

The Company does not provide for participation in the Ordinary General Meeting using electronic communication.

§ Exercising Voting Rights by Mail or Electronic Communication

The Company does not provide for the possibility of exercising voting rights by mail or electronic communication.

§ Speaking During the Ordinary General Meeting Using Electronic Communication

The Company does not provide for speaking during the Ordinary General Meeting using electronic communication.

§ Shareholder’s Right to Ask Questions Regarding Items on the Agenda

Shareholders have the right to ask questions related to matters on the agenda during the Ordinary General Meeting.

§ 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 Company’s headquarters at al. Jerozolimskie 100 II p., 00-807 Warsaw, or on the Company’s website at www.grupatrakcja.com in the “Investor Relations\General Meeting\2024\Ordinary General Meeting 27.06.2024” section. An informational clause regarding the processing of personal data related to the convening, organization, and conduct of the general meeting is also available at the specified website address.

Enclosures:

1. Draft resolutions for the Ordinary General Meeting;
2. Report of the Supervisory Board for the year 2023;
3. Report on the remuneration of the Management Board and Supervisory Board of Trakcja S.A. for the year 2023.

Changes to the Company’s Articles of Association

Due to the fact that the agenda of the Ordinary General Meeting includes changes to the Company’s Articles of Association, in accordance with Article 402 § 2 of the Commercial Companies Code, the following changes to § 6.1 of the Company’s Articles of Association are indicated:

Before the Change: “Share capital of the Company amounts to PLN 269,160,780.80 (two hundred sixty-nine million one hundred sixty thousand seven hundred eighty zlotys and eighty groszy) and is divided into:

1. 51,399,548 (fifty-one million three hundred ninety-nine thousand five hundred forty-eight) bearer shares of series A;
2. 10,279,909 (ten million two hundred seventy-nine thousand nine hundred nine) bearer shares of series B;
3. 12,335,891 (twelve million three hundred thirty-five thousand eight hundred ninety-one) bearer shares of series C;
4. 12,435,628 (twelve million four hundred thirty-five thousand six hundred twenty-eight) registered shares of series C;
5. 250,000,000 (two hundred fifty million) registered shares of series E.”

After the Change: “Share capital of the Company amounts to PLN 269,160,780.80 (two hundred sixty-nine million one hundred sixty thousand seven hundred eighty zlotys and eighty groszy) and is divided into:

1. 51,399,548 (fifty-one million three hundred ninety-nine thousand five hundred forty-eight) bearer shares of series A;
2. 10,279,909 (ten million two hundred seventy-nine thousand nine hundred nine) bearer shares of series B;
3. 12,335,891 (twelve million three hundred thirty-five thousand eight hundred ninety-one) bearer shares of series C;
4. 12,435,628 (twelve million four hundred thirty-five thousand six hundred twenty-eight) registered shares of series C;
5. 250,000,000 (two hundred fifty million) registered shares of series E;
6. 125,000,000 (one hundred twenty-five million) registered shares of series F.”

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 equivalence of information required by the law of a non-member state (Journal of Laws of 2018, item 757).