44/2013 – Proposed amendments to the Company’s Statute

The Management Board of Trakcja S.A., with the registered office in Warsaw (hereinafter: “Company”), in connection with the report no. 43/2013 dated 13 May 2013 and proposed amendments to the Company’s Statute, hereby announces the current wording and proposed amendments to the Company’s Statute. The proposed amendments to the Company’s Statute are as follows:

1. amendment of Article 21 sec.1 of the Company’s Statute, whose current wording is as follows:

“Article 21

1.The share capital of the Company amounts to PLN 23,210,548 (say: twenty three million two hundred ten thousand five hundred forty eight) and is divided into:
a. 1,599,480 (say: one million five hundred ninety nine thousand four hundred eighty) ordinary bearer shares of series A, with the nominal value of PLN 0.10 (say: ten hundredths) each;
b. 83,180,870 (say: eighty three million one hundred eighty thousand eight hundred seventy) ordinary bearer shares of series C, with the nominal value of PLN 0.10 (say: ten hundredths) each;
c. 19,516,280 (say: nineteen million five hundred sixteen thousand two hundred eighty) ordinary bearer shares of series D, with nominal value of PLN 0.10 ( say: ten hundredths) each;
d. 25,808,850 (say: twenty five million eight hundred eight thousand eight hundred fifty) ordinary bearer shares of series E, with the nominal value of PLN 0.10 (say: ten hundredths) each,
e. 30,000,000 (say: thirty million) ordinary bearer shares of series F, with the nominal value of PLN 0.10 (say: ten hundredths) each, and
f. 72,000,000 (say: seventy two million) ordinary bearer shares of series G, with the nominal value of PLN 0.10 (say: ten hundredths) each.”

   the content of Article 21 sec.1 of the Company’s Statute after proposed amendment is as follows:            

“Article 21

1. Share capital of the Company amounts to PLN 41,119,638.40 (say: forty one million one hundred nineteen thousand six hundred thirty eight zlotys and forty grosz) and is divided into:

a. 1,599,480 (say: one million five hundred ninety nine thousand four hundred eighty) ordinary bearer shares of series A, with a nominal value of PLN 0.10 (say: ten hundredths) each;
b. 83,180,870 (say: eighty three million one hundred eighty thousand eight hundred seventy) ordinary bearer shares of series C, with a nominal value of PLN 0.10 (say: ten hundredths) each;
c. 19,516,280 (say: nineteen million five hundred sixteen thousand two hundred eighty) ordinary bearer shares of series D, with a nominal value of PLN 0.10 (say: ten hundredths) each;
d. 25,808,850 (say: twenty five million eight hundred eight thousand eight hundred fifty) ordinary bearer shares of series E, with a nominal value of PLN 0.10 (say: ten hundredths) each;
e. 30,000,000 (say: thirty million) ordinary bearer shares of series F, with a nominal value of PLN 0.10(say: ten hundredths) each;
f. 72,000,000 (say: seventy two million) ordinary bearer shares of series G, with a nominal value of PLN 0.10 (say: ten hundredths) each; and
g. 179,090,904 (say: one hundred seventy nine million ninety thousand nine hundred four) ordinary bearer shares of series H, with a nominal value of PLN 0.10 (say: ten hundredths) each.”

2. the deletion of Article 21a from the Company’s Statute, whose current wording is as follows:

“Article 21a

1. The conditional share capital of the Company shall amount to no more than PLN 18,545,436 (in words: eighteen million five hundred forty five thousand four hundred thirty six zlotys) and shall be divided into no more than:
1. 185,454,360 (in words: hundred eighty five million four hundred fifty four thousand three hundred sixty) Series H ordinary bearer shares with a per value of PLN 0.10 (in words: zero point ten) per share;
2. The purpose of the conditional share capital increase, referred to in Article 21a Paragraph 1 point 1) is to grant rights to subscribe for the Series H shares to the holders of bonds convertible into shares issued by the Company pursuant to the Resolution No. 4 of the Extraordinary General Meeting of Shareholders of 12 December 2012.
3. The holders of convertible bonds issued by the Company pursuant to the Resolution No. 4  of the Extraordinary General Meeting of Shareholders of 12 December 2012 shall be entitled to subscribe for Series H shares according to the principles laid down in the conditions of the bonds issue, while the maturity of redemption of any of the series of bonds may not fall after 31 December 2027.”

Legal basis: § 38 sec. 1 point (2) of the Ordinance of the Minister of Finance of February 19, 2009 concerning the current and periodic information provided by securities issuers and the criteria for equivalent information required by the acts of law of non-member states.