43/2023 – Information on the Convening of the Extraordinary General Meeting of Trakcja S.A. on December 28, 2023, Including Draft Resolutions

The Management Board of Trakcja S.A., based in Warsaw (address: Al. Jerozolimskie 100, II floor, 00-807 Warsaw), registered in the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, XII Economic Department 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 Article 398 and Article 399 § 1 of the Commercial Companies Code in connection with Articles 4021 and 4022 of the Commercial Companies Code and § 25 sections 3 and 6 of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of Trakcja S.A. on December 28, 2023, at 10:00 a.m. 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 Extraordinary General Meeting.
2. Election of the Chairperson of the Extraordinary General Meeting.
3. Verification of the correctness of the convening of the Extraordinary General Meeting and its capacity to adopt resolutions.
4. Adoption of the agenda.
5. Adoption of a resolution concerning the amendment of Resolution No. 3 of the Extraordinary General Meeting of the Company dated December 11, 2019, regarding the issuance of Series F and G convertible bonds into Series D shares, excluding in full the pre-emptive rights of existing shareholders with respect to Series F and G convertible bonds.
6. Adoption of a resolution concerning the amendment of Resolution No. 5 of the Extraordinary General Meeting of the Company dated January 14, 2020, regarding the conditional increase of the Company’s share capital through the issuance of Series D shares and exclusion in full of the pre-emptive rights of existing shareholders with respect to Series D shares, and amendment of the Articles of Association.
7. Adoption of a resolution concerning the amendment of the Regulations of the Supervisory Board of Trakcja S.A.
8. Adoption of a resolution concerning the amendment of the Regulations of the General Meeting of Trakcja S.A.
9. Adoption of a resolution concerning the granting of discharge to Mr. Janusz Karkula for the performance of duties as a member of the Management Board of BTW sp. z o.o. for the years 2019 and 2020.
10. Closing of the Extraordinary General Meeting.

Registration Date for Participation in the Extraordinary General Meeting

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

Information on the Right to Participate in the Extraordinary General Meeting

Only persons who are shareholders of Trakcja S.A. on the Registration Date have the right to participate in the Extraordinary General Meeting. Pledgees and usufructuaries with voting rights have the right to participate in the Extraordinary 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, pledgee, or usufructuary with voting rights, made not earlier than after the announcement of the convening of the general meeting and not later than the first business day after the Registration Date, the entity maintaining the securities account will issue a personal certificate of the right to participate in the general meeting.

List of Shareholders

The Company will prepare a list of shareholders entitled to participate in the general meeting based on the list provided by the National Depository for Securities (KDPW). A shareholder of the Company may request to be sent the list of shareholders entitled to participate in the Extraordinary General Meeting free of charge by email, specifying 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 Extraordinary General Meeting will be available at the Company’s headquarters at Al. Jerozolimskie 100, II floor, 00-807 Warsaw, from 9:00 a.m. to 4:00 p.m. on the three business days preceding the Extraordinary General Meeting, i.e., December 21, 22, and 27, 2023. Shareholders entitled to participate in the Extraordinary General Meeting are requested to register and collect voting devices directly before the commencement of the meeting.

Electronic Communication of Shareholders with Trakcja S.A.

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

Shareholder’s Right to Request the Inclusion of Specific Matters in the Agenda

Shareholders representing at least 1/20 of the share capital of the Company may request the inclusion of specific matters in the agenda of the general meeting. Such request should be submitted to the Management Board of the Company no later than twenty-one days before the scheduled date of the general meeting (by December 7, 2023). The request should include a justification or draft resolutions regarding the proposed agenda item. The request should be accompanied by documents confirming the right to submit the request. The request may be submitted in writing or electronically to the address walne@grupatrakcja.com.

Shareholder’s Right to Submit Draft Resolutions Regarding Matters Included in the Agenda of the General Meeting or Matters to be Added to the Agenda Before the General Meeting

Shareholders representing at least 1/20 of the share capital of the Company may submit to the Company, in writing or using electronic means of communication to the address walne@grupatrakcja.com, draft resolutions concerning matters included in the agenda of the general meeting or matters that are to be added to the agenda. Documents confirming the right 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 Regarding Matters Included in the Agenda During the General Meeting

Any shareholder may propose draft resolutions regarding matters included in the agenda during the general meeting.

§ Method of Exercising Voting Rights by Proxy

A shareholder who is a natural person may participate in the general meeting and exercise voting rights personally or through a proxy. A shareholder who is not a natural person may participate in the general meeting and exercise voting rights through a person authorized to make statements of will on its behalf or through a proxy.

The proxy exercises all the shareholder’s rights at the general meeting unless otherwise specified in the power of attorney. The proxy may grant further powers of attorney if this is stipulated in the power of attorney. The proxy may represent more than one shareholder and vote differently on behalf of each shareholder. A shareholder who holds 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 should be granted in writing or electronically. Granting a power of attorney electronically does not require a secure electronic signature.

The power of attorney entitling to participate and exercise voting rights must be delivered in original or certified copy by no later than the day of the general meeting (by 08:00). At least one business day before the date of the general meeting of the Company, i.e., no later than 27 December 2023 at 15:00, the shareholder should notify the Company of the granting of the power of attorney (regardless of its form) by sending the information electronically to: walne@grupatrakcja.com. The power of attorney should be sent in a manner that allows for effective verification of its validity. Therefore, for example, a written power of attorney sent by email should be scanned into a PDF file. The notification of the granting of the power of attorney should include the exact identification of the proxy and the principal, specifying the following data:

• For natural persons: first name(s), surname, series and number of the identity card, address, phone number, and email address;
• For other entities: name (company), registration number, address, phone number, and email address. For legal persons, a scanned copy of the relevant register entry, no older than 3 months, should be attached to the power of attorney.

The notification of the granting 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 general meeting of the Company, documents serving to identify the proxy.

The Company reserves the right to undertake actions to identify the shareholder and the proxy and verify the validity of the power of attorney granted electronically. The verification process may involve asking questions, electronically or by phone, to the shareholder or proxy to determine the fact of granting the power of attorney and its scope. If the shareholder or proxy does not confirm the fact of granting the power of attorney or if the Company does not receive a response to the questions asked no later than on the day of the general meeting (by 08:30), the Company reserves the right to refuse the proxy’s participation in the general meeting.

A written power of attorney (or a series of powers of attorney) from a shareholder who is not a natural person should be accompanied by a copy of the relevant register (original or a copy duly certified as true to the original), not older than 3 months, confirming the right to represent the shareholder.

The current excerpt from the commercial register for a shareholder who is not a natural person should include entries regarding the persons granting the power of attorney on behalf of the non-natural person shareholder.

Members of the Company’s Management Board and employees may act as proxies at the 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 employee of a company or cooperative dependent on the Company, the power of attorney may authorize representation only at one general meeting. The proxy is obliged to disclose to the shareholder any circumstances indicating the existence or potential existence of a conflict of interest. The granting of further powers of attorney is excluded. Such a proxy votes according to the instructions given by the shareholder.

§ Possibility and Method of Participating in the General Meeting Using Electronic Means of Communication

The Company does not provide for the possibility of participating in the general meeting using electronic means of communication.

§ Method of Exercising Voting Rights by Correspondence or Using Electronic Means of Communication

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

§ Method of Speaking During the General Meeting Using Electronic Means of Communication

The Company does not provide for the possibility of speaking during the general meeting using electronic means of communication.

§ Shareholder’s Right to Ask Questions About Matters on the Agenda

During the proceedings of the Extraordinary General Meeting, the shareholder has the right to ask questions about matters included on the agenda.

§ Access to Documentation

The full text of the documentation to be presented at the Extraordinary General Meeting, draft resolutions, and all relevant information can be obtained from the Company’s office at al. Jerozolimskie 100 II p., 00-807 Warsaw or on the Company’s website at www.grupatrakcja.com in the section “Investor Relations\General Meeting\2023\Extraordinary General Meeting 28.12.2023”. The aforementioned website address also includes an informational clause regarding the processing of personal data related to the convening, organization, and course of the general meeting.

Attached, the Management Board provides the draft resolutions for the Extraordinary General Meeting.

As the agenda of the Extraordinary General Meeting includes, among other things, changes to the Company’s Articles of Association, pursuant to Article 402 § 2 of the Commercial Companies Code, we indicate that the provisions of § 6 sec. 2 of the Company’s Articles of Association are to be amended as follows:

Before the amendment: “The conditional share capital of the Company amounts to no more than PLN 13,023,288 (thirteen million twenty-three thousand two hundred eighty-eight) and is divided into no more than 16,279,110 (sixteen million two hundred seventy-nine thousand one hundred ten) ordinary bearer shares of series D with a nominal value of PLN 0.80 (eighty groszy) each. The person entitled to subscribe for series D shares will be a person holding bonds of series F or bonds of series G convertible into series D shares issued by the Company. The right to subscribe for series D shares may be exercised by a person holding series F or series G bonds no later than the redemption date, specified respectively in the terms of issue of series F bonds and the terms of issue of series G bonds, no earlier than 12 months from the date of issue of series F bonds and series G bonds, and no later than December 31, 2023, in the case of series F bonds and February 1, 2024, in the case of series G bonds.”

After the amendment: “The conditional share capital of the Company amounts to no more than PLN 13,023,288 (thirteen million twenty-three thousand two hundred eighty-eight) and is divided into no more than 16,279,110 (sixteen million two hundred seventy-nine thousand one hundred ten) ordinary bearer shares of series D with a nominal value of PLN 0.80 (eighty groszy) each. The person entitled to subscribe for series D shares will be a person holding bonds of series F or bonds of series G convertible into series D shares issued by the Company. The right to subscribe for series D shares may be exercised by a person holding series F or series G bonds no later than the redemption date specified, respectively, in the terms of issue of series F bonds and the terms of issue of series G bonds, no earlier than 12 months from the date of issue of series F bonds and series G bonds, and no later than December 31, 2025.”

Legal Basis: § 19 sec. 1 item 1 and 2 of the Minister of Finance Regulation of March 29, 2018, on current and periodic information provided by issuers of securities and the conditions for recognizing information required by the laws of a non-member state as equivalent (Journal of Laws of 2018, item 757).