10/2024 – Information on the Convening of the Extraordinary General Meeting of Trakcja S.A. on April 23, 2024, Along with Draft Resolutions

The Management Board of Trakcja S.A., with its registered office in Warsaw (address: Al. Jerozolimskie 100, II floor, 00-807 Warsaw), entered into the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under number 0000084266, with a share capital of PLN 269,160,780.80 – fully paid-up (hereinafter: “the Company”), in connection with the request of the shareholder PKP PLK S.A. submitted under Article 400 § 1 of the Commercial Companies Code (“CCC”), acting on the basis of Articles 398 and 399 § 1, in connection with Articles 4021 and 4022 CCC and § 25 section 3 items 3) and 6 of the Company’s Articles of Association, hereby convenes an Extraordinary General Meeting of Trakcja S.A. on April 23, 2024, at 10:00 a.m. in Warsaw, in the Blue Hall at the Company’s registered office (Al. Jerozolimskie 100, II floor, 00-807 Warsaw), with the following agenda:

1. Opening of the Extraordinary General Meeting;
2. Election of the Chairman of the Extraordinary General Meeting;
3. Confirmation of the proper convening of the Extraordinary General Meeting and its ability to adopt resolutions;
4. Adoption of the agenda;
5. Adoption of resolutions concerning changes in the composition of the Supervisory Board of Trakcja S.A.;
6. 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 bonds convertible into Series D shares, excluding in full the preemptive rights of existing shareholders with respect to Series F and G bonds convertible into shares;
7. 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 the exclusion in full of the preemptive rights of existing shareholders with respect to Series D shares, and the amendment of the Articles of Association;
8. Adoption of a resolution concerning the costs of convening and holding the Extraordinary General Meeting;
9. Closing of the Extraordinary General Meeting.

The request of the shareholder submitted under Article 400 § 1 CCC concerned convening the Extraordinary General Meeting of the Company and including in the agenda a point regarding changes in the composition of the Supervisory Board of Trakcja S.A.

§ Registration Date for Participation in the Extraordinary General Meeting

The registration date for participation in the Extraordinary General Meeting of the Company is April 7, 2024 (hereinafter: “Registration Date”).

§ Information on the Right to Participate in the Extraordinary General Meeting

The right to participate in the Extraordinary General Meeting of the Company is granted only to those who are shareholders of Trakcja S.A. on the Registration Date. Pledgees and usufructuaries who hold the voting right may participate in the Extraordinary General Meeting if the establishment of their limited property right is registered on the securities account on the Registration Date. Upon request by a shareholder of the Company and a pledgee or usufructuary holding the voting right, made no earlier than after the announcement of the convening of the general meeting and no later than the first business day following the Registration Date, the entity maintaining the securities account will issue a personalized certificate of the right to participate in the general meeting.

§ List of Shareholders

The Company will determine the list of shareholders entitled to participate in the Extraordinary General Meeting based on the list provided by the National Depository for Securities (KDPW). A shareholder of the Company may request to have the list of shareholders entitled to participate in the Extraordinary General Meeting sent to them free of charge by e-mail, by providing the e-mail address to which the list should be sent. Such request can be sent electronically to the following e-mail address: walne@grupatrakcja.com. The list of shareholders entitled to participate in the Extraordinary General Meeting will be available at the Company’s registered office at Al. Jerozolimskie 100, II floor, 00-807 Warsaw, from 9:00 a.m. to 4:00 p.m. on the three days preceding the Extraordinary General Meeting, i.e., April 18, 19, and 22, 2024. Persons 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 set by the Commercial Companies Code, shareholders may communicate with the Company using electronic means. Shareholder communication with Trakcja S.A. in electronic form should be directed to the following e-mail address: walne@grupatrakcja.com.

§ Shareholder’s Right to Request the Inclusion of Specific Matters in the Agenda of the Extraordinary General Meeting

A shareholder or shareholders representing at least 1/20 of the Company’s share capital may request the inclusion of specific matters in the agenda of the Extraordinary 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 Extraordinary General Meeting (by April 2, 2024). 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 e-mail address walne@grupatrakcja.com.

§ Right of a Shareholder to Submit Draft Resolutions Concerning Matters Included in the Agenda of the Extraordinary General Meeting or Matters to be Added to the Agenda Before the Meeting

Shareholders representing at least 1/20 of the Company’s share capital 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 Extraordinary General Meeting or matters that are to be added to the agenda. The request must be accompanied by documents confirming the right to submit such a request. The Company will promptly announce the draft resolutions on its website.

§ Right of a Shareholder to Submit Draft Resolutions Concerning Matters Added to the Agenda During the Extraordinary General Meeting

Any shareholder may submit draft resolutions concerning matters added to the agenda during the Extraordinary General Meeting.

§ Method of Exercising Voting Rights by Proxy

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

The proxy exercises all the rights of the shareholder at the general meeting, unless otherwise specified in the power of attorney. The proxy may grant further powers of attorney if provided for in the power of attorney. The proxy may represent more than one shareholder and vote differently for each shareholder’s shares. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise rights from shares registered in each of the accounts.

The power of attorney to participate in the Extraordinary General Meeting and exercise voting rights must be granted in writing or electronically. Electronic powers of attorney do not require a secure electronic signature.

A written power of attorney authorizing participation and exercising voting rights must be delivered to the Company in its original or a notarized copy no later than the day of the General Meeting (by 08:00). At least one business day before the date of the Extraordinary General Meeting, i.e., no later than April 22, 2024, by 3:00 p.m., the shareholder must notify the Company of the grant of the power of attorney in electronic form by sending the information via email to walne@grupatrakcja.com. The power of attorney should be sent in such a way as to allow for effective verification of its validity.

The information about the power of attorney in electronic form should include the exact identification of the proxy and the principal, specifying the following details:

• For natural persons: first name(s), last name, series and number of identity card, address, phone number, and email address;
• For other entities: name, registration number in the appropriate register, address, phone number, and email address. For legal entities, a scanned copy of the registration from the appropriate register, not older than 3 months, should be attached to the power of attorney.

The information about the power of attorney should also include its scope, i.e., indicating 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 principles do not exempt the proxy from the obligation to present, when preparing the attendance list of persons entitled to participate in the Extraordinary General Meeting, documents for identification purposes.

The Company reserves the right to undertake actions to identify the shareholder and proxy and verify the validity of the electronic power of attorney. The verification process may involve asking questions, electronically or by phone, to the shareholder or proxy to establish the fact of granting the power of attorney and its scope. If the shareholder or proxy does not confirm the grant of the power of attorney or if the Company does not receive responses to the questions by the latest on the date of the Extraordinary General Meeting (by 08:30), the Company reserves the right to refuse to admit the proxy to participate in the Extraordinary General Meeting.

For written powers of attorney (or chains of powers of attorney) from shareholders who are not natural persons, a copy of the appropriate register (in original or duly certified copy) not older than 3 months, confirming the right to represent the shareholder, should be attached.

The current excerpt from the register of entrepreneurs kept for a shareholder who is not a natural person should include entries regarding the persons granting powers of attorney on behalf of the shareholder who is not a natural person.

Members of the Company’s Management Board and employees may be proxies of shareholders at the Extraordinary General Meeting.

If a 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 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 must disclose to the shareholder any circumstances indicating the existence or potential for a conflict of interest. Further powers of attorney are excluded. Such a proxy votes in accordance with the instructions given by the shareholder.

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

The Company does not foresee the possibility of participating in the Extraordinary General Meeting using electronic means of communication.

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

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

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

The Company does not foresee the possibility of speaking during the Extraordinary General Meeting using electronic means of communication.

§ Right of a Shareholder to Ask Questions Regarding Matters on the Agenda

During the Extraordinary General Meeting, shareholders have the right to ask questions regarding the matters 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 date of the Extraordinary General Meeting notice at the Company’s registered 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\2024\Extraordinary General Meeting 23.04.2024.” The website also includes a privacy notice regarding the processing of personal data in connection with the convening, organization, and course of the general meeting.

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

Since the agenda of the Extraordinary General Meeting includes changes to the Company’s Articles of Association, pursuant to Article 402 § 2 of the Commercial Companies Code, we indicate below the amendments to § 6 sec. 2 of the Company’s Articles of Association:

Before the change: “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) bearer shares of series D with a nominal value of PLN 0.80 (eighty groszy) each. Entitled to acquire series D shares will be holders of series F or series G bonds convertible into series D shares issued by the Company. The right to acquire series D shares may be exercised by a holder of series F or series G bonds no later than the redemption date specified in the terms of issue of series F and series G bonds, not earlier than 12 months from the date of issuance of series F and series G bonds, and no later than June 30, 2024, for series F bonds, and July 31, 2024, for series G bonds.”

After the change: “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) bearer shares of series D with a nominal value of PLN 0.80 (eighty groszy) each. Entitled to acquire series D shares will be holders of series F or series G bonds convertible into series D shares issued by the Company. The right to acquire series D shares may be exercised by a holder of series F or series G bonds no later than the redemption date specified in the terms of issue of series F and series G bonds, not earlier than 12 months from the date of issuance of series F and series G bonds, and no later than December 31, 2024, for series F bonds, and January 31, 2026, for series G bonds.”

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