46/2023 – Signing of a Series of Agreements Concerning Long-Term Financing and Disclosure of Delayed Inside Information

The Management Board of Trakcja S.A. [“Company”, “Issuer”] informs that today the following amendments related to the Company’s long-term financing agreements [“Amendments”] were signed:

1. Amendment to the Revolving Credit and Guarantee Lines Agreement dated June 13, 2019, between the Company and “PRK 7 Nieruchomości” Sp. z o.o., Platforma Działalności Międzynarodowej S.A., Przedsiębiorstwo Produkcyjno-Usługowe “DALBA” Sp. z o.o., as borrowers and guarantors, and “Torprojekt” Sp. z o.o., “Przedsiębiorstwo Eksploatacji Ulic i Mostów” Sp. z o.o., TOB Trakcja Ukraina as guarantors [collectively “Affiliated Entities”], mBank S.A. based in Warsaw, Credit Agricole Bank Polska S.A. based in Wrocław, Bank Gospodarstwa Krajowego based in Warsaw as lenders, and Agencja Rozwoju Przemysłu S.A. based in Warsaw [“ARP”] as the lender;
2. Amendment to the Creditor Agreement dated June 13, 2019, between the Company, the Affiliated Entities, and the creditors, including: Bank Gospodarstwa Krajowego, ARP, mBank S.A., Credit Agricole Bank Polska S.A., Bank Polska Kasa Opieki S.A., UNIQA Towarzystwo Ubezpieczeń S.A., Credendo – Guarantees & Speciality Risks Societe Anonyme (operating in Poland through: Credendo – Guarantees & Speciality Risks Spółka Akcyjna Oddział w Polsce), Sopockie Towarzystwo Ubezpieczeń ERGO Hestia S.A., Korporacja Ubezpieczeń Kredytów Eksportowych S.A., Generali Towarzystwo Ubezpieczeń S.A., and Powszechny Zakład Ubezpieczeń S.A. [collectively “Creditors”], and PKP Polskie Linie Kolejowe S.A. as the Subordinated Bondholder and Cashpool Creditor, which unified the cooperation conditions among the Creditors, established the hierarchy of claims held by Creditors against the Company and Affiliated Entities, and the securities established for the Creditors by the Company and Affiliated Entities;
3. Amendment to the Common Conditions Agreement dated September 27, 2019, between the Company, the Affiliated Entities, mBank S.A., Credit Agricole Bank Polska S.A., Bank Polska Kasa Opieki S.A., Bank Gospodarstwa Krajowego, and ARP, which unified the financing conditions for the Company and Affiliated Entities by the creditors being banks and ARP;
4. Amendment to the Agreement on Unifying Selected Conditions of Guarantee Agreements and Suretyship Agreement dated June 13, 2019, between the Company, the Affiliated Entities, Credendo – Guarantees & Speciality Risks Societe Anonyme (operating in Poland through: Credendo – Guarantees & Speciality Risks Spółka Akcyjna Oddział w Polsce), Generali Towarzystwo Ubezpieczeń S.A., Korporacja Ubezpieczeń Kredytów Eksportowych S.A., Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A., Powszechny Zakład Ubezpieczeń S.A., and UNIQA Towarzystwo Ubezpieczeń S.A., which unified the financing conditions for the Company and Affiliated Entities by the creditors being insurance companies.

[Documents listed in points 1 to 4 above collectively referred to as “Financing Documents”.]

Based on the Financing Documents and under the conditions specified therein: i. The financing structure was adopted, under which: a. Provided that certain conditions are met by December 29, 2023, the financing period will be extended to June 30, 2024; b. Provided that certain conditions are met by June 30, 2024, the financing period will be extended to December 31, 2024; and c. Provided that certain conditions are met by December 31, 2024, the financing period will be extended to December 31, 2025; ii. The availability period of bank guarantee lines, insurance guarantee lines, and the schedule for gradual and partial reduction of exposure related thereto have been adjusted in accordance with the extension of credit and loan repayment dates.

Conditions specified in the Financing Documentation, which ensure the continuation of financing in the subsequent periods mentioned above, include: a. The conclusion of settlement agreements in ongoing mediation processes related to executed contracts, concerning claims arising from their execution, with the total amount payable by PKP PLK S.A. [“PLK”] to the Company by January 31, 2024, amounting to at least PLN 200,000,000.00 and an additional PLN 100,000,000.00 by June 30, 2024; b. Extension of the payment term for PLK’s recourse receivables related to the cashpool agreement and extension of the cashpool documents’ validity corresponding to the extension of credit and loan repayment dates; c. Extension of the redemption term for subordinated bonds Series G and extension of the redemption term for convertible bonds Series F corresponding to the extension of credit and loan repayment dates or their conversion into the Company’s shares; d. The Company’s general meeting adopting a resolution by June 30, 2024, regarding the capital increase by PLK and the subscription, no later than December 17, 2024, for cash, of shares in the increased share capital of the Company amounting to at least PLN 100,000,000.00. If any stage of the capital increase mentioned above is not completed within the deadline specified in the Financing Documents, the Company will be obliged to commence the sale process of all shares held in AB Kauno.

Additionally, based on the Amendments, the parties agreed that from the date of their signing, certain provisions of the Financing Documents will be changed, including selected conditions for issuing guarantees within the bank and insurance guarantee lines, rules for using advance payments from contracts for which guarantees are issued, and the list of events constituting a material breach, the levels and dates for financial ratio assessments, and the deadlines and amounts of overdue obligations. No other significant changes were made to the Financing Documents.

The Issuer also informs that the disclosure of information regarding the agreement, approval by the Company’s Management Board, and transmission to PKP PLK S.A. of the package of assumptions necessary for obtaining financing for the next period [“Inside Information”] was delayed by the Issuer’s Management Board on August 10, 2023, based on Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014, on market abuse and repealing Directive 2003/6/EC of the European Parliament and the Council and Commission Directives 2003/124/EC, 2003/125/EC, and 2004/72/EC [“MAR”].

On the mentioned date, the Management Board of Trakcja S.A. adopted the developed assumptions regarding the Company’s situation and decided to submit them to PKP PLK S.A. for the approval of the dominant entity, which was a necessary step in the process of obtaining financing for the next period and signing long-term financing agreements. The adoption of the document by the Management Board initiated discussions with PKP PLK S.A., the Agencja Rozwoju Przemysłu, and the financing institutions regarding the acquisition of the necessary financing. The assumptions were approved by the parties in the Financing Documents.

In the Management Board’s assessment, the delay in disclosing the above inside information met the conditions specified in MAR at the time the decision to delay was made.

Legal Basis: Article 17 MAR