42/2022 – Notice concerning the conclusion of the conditional agreement on the sale of the Company’s shares and bonds

Further to Current Reports nos.13/2021,  46/2021 and 22/2022, the Management Board of Trakcja S.A. (the „Company”) informs that it has received notice submitted by the Company’s shareholders – Agencja Rozwoju Przemysłu S.A. established in Warsaw (“ARP”) concerning the conclusion of the conditional agreement on the sale of the Company’s shares and bonds (the “Notice”).

Further to the Notice, on 22 June 2022, ARP and PKP Polskie Linie Kolejowe („PKP PLK”) concluded a conditional agreement on the sale of the Company’s shares and bonds (the “PKP PLK Agreement”), under which ARP committed itself to sell in favour of PKP PLK, and PKP PLK committed itself to purchase from ARP all COMSA shares (“COMSA shares”) and all COMSA bonds (“COMSA bonds”), at the latest by 19 May 2023. With a view of performing the PKP PLK Agreement, ARP and PKP PLK, acting in agreement – within the meaning of Article 87 (1) (5) read jointly with Article 87 (3) of the Act of 29 July 2005 on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2021, Item 1983) – they intend to jointly announce a call for the subscription of all of the Company’s shares (the “Call”), and ARP will be the purchaser of the shares, which is subsequently obliged to sell in favour of PKP PLK all COMSA shares and all COMSA bonds acquired by ARP pursuant to the provisions contained in the Call.

The implementation of the sale of COMSA shares and COMSA bonds as a result of the call shall be contingent on the satisfaction of the following conditions precedent, which must be jointly satisfied before 19 May 2023.

The Notice constitutes a schedule hereto.

Legal basis: Article 17 MAR