7/2022 Information on the convention of the Extraordinary General Meeting of Trakcja S.A. with draft resolutions

The Management Board of Trakcja Spółka Akcyjna with its registered office in Warsaw (address: 100 Jerozolimskie Alley, 2nd floor, 00-807 Warsaw), entered into the Register of Entrepreneurs of the National Court Register by the District Court for the capital city of Warsaw, in Warsaw, 12th Commercial Division of the National Court Register with KRS number: 0000084266, equity capital of PLN 69,160,780.80 – paid up in full (hereinafter referred to as: ‘the Company’), acting on the grounds of Article 398 and Article 399 par. 1, Article 400 par. 1 of the Commercial Companies Code with regard to Articles 4021 and 4022 of the Commercial Companies Code and Article 8 par. 2 and Article 10 of the Company’s Articles of Association, and with regard to current report no. 6/2022, the Management Board convenes the Extraordinary General Meeting of Trakcja S.A. on 8 April 2022, at 10:00, in Warsaw, in Sonata Room, Hotel Mercure (48/54 Złota Street, 00-120 Warsaw) with the following agenda:
1)    opening of the Extraordinary General Meeting;
2)    appointment of the Chairman of the Extraordinary General Meeting;
3)    stating correctness of the convention of the Extraordinary General Meeting and its capacity for passing resolutions;
4)    adoption of the agenda;
5)    passing a resolution on increasing the Company’s equity capital by issuing E series ordinary bearer shares by private placement with full exclusion of the pre-emptive right of current shareholders, dematerialisation and application for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) of E series shares, and on the amendment to the Articles of Association;
6)    closing the session of the Extraordinary General Meeting.

§ Day of the Registration of participation in the Extraordinary General Meeting
The day of the registration of participation in the Extraordinary General Meeting is 23.03.2022 (hereinafter: ‘the Registration Day’).

§ Information on the right to participate in the Extraordinary General Meeting
The right to participate in the Extraordinary General Meeting is vested only in persons who are Trakcja S.A. shareholders on the Registration Day.
Pledgees and users who are vested with the right to vote have the right to participate in the Extraordinary General Meeting, if, on the Registration Day, the establishment to their benefit of the limited right in rem is registered on the securities account.
Upon the request of a holder of the Company’s shares and a pledgee or a user who have the right to vote, made not earlier than after announcement of the convention of the general meeting and not later than on the first business day after the Registration Day, the entity keeping the securities account issues a nominative certificate on the right to participate in the general meeting.
The Company’s Shareholder can request sending them the list of shareholders authorised to participate in the Extraordinary General Meeting free of charge, via email, by giving their email address to which the list should be sent. This request can be sent electronically to the email address: walne@grupatrakcja.com.
The list of shareholders authorised to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office, at the address: 100 Jerozolimskie Alley, 2nd floor, 00-807 Warsaw, at 9:00 a.m. – 04:00 p.m., three days before holding the Extraordinary General meeting, i.e. on 5-7 April 2022.
Persons authorised to participate in the Extraordinary General Meeting are asked to register and collect voting machines directly before the session starts.
Electronic communication between shareholders and the Company is held with the use of the email address: walne@grupatrakcja.com.
§ The right of the shareholder to request inclusion of specific matters in the agenda of the general meeting
The shareholder or shareholders representing at least one twentieth of the Company’s equity capital can request including specific matters in the agenda of the general meeting: Request of the shareholder or shareholders should be made to the Company’s Management Board not later than twenty one days before the set date of the general meeting (until 18 March 2022). The request should include a justification or draft resolutions concerning the proposed point of the agenda. The request should be attached with documents confirming the right to make a request. The request can be made in writing or in an electronic form to the address: walne@grupatrakcja.com.
§ The shareholder’s right to submit draft resolutions concerning matters introduced to the agenda of the general meeting or matters that are to be introduced to the agenda of the session before the date of the general meeting
The shareholder or shareholders representing at least one twentieth of the Company’s equity capital can, before the date of the general meeting, submit to the Company in writing or via means of electronic communication to the address: walne@grupatrakcja.com, draft resolutions concerning matters introduced to the agenda of the general meeting of shareholders or matters that are to be introduced to the agenda of the session. The request should be attached with documents confirming the right to make a request. The Company immediately announces draft resolutions on the website.
§ The right of the shareholder to submit draft resolutions concerning matters introduced to the agenda during the general meeting
During the general meeting each shareholder can submit draft resolutions concerning matters introduced to the agenda.
§ The manner of exercising the right to vote by the plenipotentiary
A shareholder who is a natural person can participate in the general meeting and exercise the right to vote in person or through the agency of a plenipotentiary. A shareholder who is not a natural person can participate in the general meeting and exercise the right to vote by the person authorised to make declarations of will on his behalf or through the agency of a plenipotentiary.
The plenipotentiary exercises all rights of a shareholder at the general meeting, unless otherwise specified in the power of attorney. The plenipotentiary can grant further powers of attorney, if thus stated in the power of attorney. The plenipotentiary can represent more than one shareholder and vote differently on the grounds of shares held by each shareholder. A shareholder holding shares registered on more than one securities account can appoint separate plenipotentiaries to exercise rights on the grounds of shares registered on each of these accounts.
The power of attorney to participate in the general meeting and exercise the right to vote should be granted in writing or in an electronic form.
The power of attorney authorising to participate and exercise the right to vote should be served in the original copy or in a certified copy not later than on the day of the general meeting (until 08:30 a.m.). At least one business day before the day of the Company’s general meeting, i.e. not later than until 7 April 2022, 03:00 p.m., the shareholder should notify the Company on granting the power of attorney (irrespective of its form) by sending information via email to the address: walne@grupatrakcja.com. The power of attorney should be sent in a way allowing effective verification of its validation. Therefore, e.g. the power of attorney in writing sent via email should be scanned to a PDF. The information on granting power of attorney should include accurate specification of the plenipotentiary and the principal, with a specification of the following data:
– in the case of natural persons: first name (names), surname, ID series and number, address, telephone and email address;
– in the case of other entities: the (company) name, number of entry into the relevant register, address, telephone and email address. In the case of legal persons, the power of attorney should be attached with a copy of the relevant register, scanned to a PDF, not older than 3 months.
Information on granting the power of attorney should also include its scope i.e. indicate the number of shares on which the right to vote will be exercised and the date of the general meeting, when this right will be exercised.
The Company reserves the right to undertake measures in order to identify the shareholder and plenipotentiary, as well as to verify validity of the presented power of attorney granted in the electronic form. The process of verification can consist in asking the shareholder or plenipotentiary a question via email or by phone in order to determine the fact of granting the power of attorney and its scope. If the shareholder or plenipotentiary does not confirm the fact of granting the power of attorney or if the Company does not receive the answer to questions asked on the day of the general meeting at the latest (until 08:30 a.m.), the Company reserves the possibility to refuse admitting the plenipotentiary to participate in the general meeting.
The written power of attorney (a sequence of powers of attorney) from a shareholder who is not a natural person, should be attached with a copy from the relevant register (the original copy or the properly certified copy), not older than 3 months, confirming the right to represent the shareholder.
The valid copy from the Register of Entrepreneurs kept for the shareholder who is not the natural person should include entries concerning persons granting the power of attorney on behalf of the shareholder who is not the natural person.
Members of the Company’s Management Board and Company’s employees can act as plenipotentiaries of the shareholder at the general meeting.
If the plenipotentiary at the general meeting is the Member of the Management Board, the Member of the Supervisory Board, the Official Receiver, the Company’s employee or a member of bodies, or an employee of the company or co-operative dependent on the Company, the power of attorney can authorise representation only at one general meeting. The employee is obliged to disclose to the shareholder circumstances indicating existence or a possibility of occurrence of a conflict of interests. Granting further power of attorney is excluded. Such a plenipotentiary votes in compliance with the instructions given by the shareholder.
§ Possibility and manner of participating in the general meeting with the use of means of electronic communication
The company does not foresee any possibility of participating in the general meeting with the use of means of electronic communication.
§ The manner of exercising the right to vote by correspondence or with the use of means of electronic communication
The Company does not foresee any possibility of exercising the right to vote by correspondence or with the use of means of electronic communication.
§ The manner of submitting comments during general meeting with the use of means of electronic communication
The company does not foresee any possibility of submitting comments during the general meeting with the use of means of electronic communication.
§ The right of the shareholder to ask questions concerning matters included in the agenda
During session of the Extraordinary General meeting, the shareholder has the right to ask questions concerning matters included in the agenda.
§ Access to documentation
Full contents of the documentation to be presented at the Extraordinary General Meeting, draft resolutions and any information can be obtained as of the day of convention of the Extraordinary General Meeting, at the Company’s registered office: 100 Jerozolimskie Alley, 2nd floor, 00-807 Warsaw, or on the Company’s website: www.grupatrakcja.com in section ‘Investor Relations\General Meeting\2022\Extraordinary General Meeting 08.04.2022’. The information clause on processing personal data with regard to the convention, organisation and course of the general meeting is also posted on this website.

The Management Board attaches draft resolutions of the Extraordinary General Meeting.
Opinion of the Management Board justifying the reasons for depriving Trakcja S.A. shareholders of the pre-emptive right to E series shares and the manner of determining the issue price of E series shares will be presented by the Management Board immediately upon drawing it up.

Legal grounds:
par. 19 subpar. 1, points 1 and 2 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodical information forwarded by the issuers of securities and terms of considering the information required by legal provisions of a country not being a Member State as equivalent.