6/2023 – First Notification of the Intent to Merge with BTW sp. z o.o. – a 100% Subsidiary

The Management Board of Trakcja S.A. (the “Acquiring Company”, “Issuer”) informs about the intent to merge the Issuer with its 100% subsidiary, BTW sp. z o.o., based in Wrocław (the “Acquired Company”). Today, the merger plan has been agreed upon. The purpose of the merger is to achieve more efficient use of the combined companies’ potential and to gain direct and indirect economic and financial synergy effects.

This report serves as the first notification of the intent to merge Trakcja S.A. with BTW sp. z o.o.

Since the announcement of the Merger Plan in the Court and Commercial Gazette is not required, according to Article 500 §21 of the Commercial Companies Code (“CCC”), the Management Board of the Acquiring Company, acting under Article 504 §1 and §2 CCC, hereby notifies shareholders for the first time of the intent to merge the Acquiring Company with the Acquired Company.

The merger will be executed in the manner provided by Article 492 §1 point 1 CCC, i.e., through acquisition by transferring all assets of the Acquired Company to the Acquiring Company via universal succession, without increasing the share capital of the Acquiring Company.

The Merger Plan will be made available to the public on the website of the Acquiring Company https://www.grupatrakcja.com/pl/relacje-inwestorskie/, in accordance with Article 500 §21 CCC, until the conclusion of the Shareholders’ Meeting of the Acquired Company, where the resolution on the merger will be adopted.

The merger will be effective upon registration. This entry will result in the removal of the Acquired Company from the register. As a result of the merger, the Issuer will assume all rights and obligations of the Acquired Company from the date of the merger.

The Merger Plan is attached to this notification.

Detailed Legal Basis: Article 504 §1 in connection with Article 4021 CCC