8/2023 – Second Notice of Intention to Merge with BTW Sp. z o.o., a 100% Owned Subsidiary

In reference to current report No. 6/2023 dated March 13, 2023, the Management Board of Trakcja S.A. (the “Acquiring Company”, “Issuer”) informs of the intention to merge the Issuer with its 100% owned subsidiary, BTW Sp. z o.o., based in Wrocław (the “Acquired Company”). The purpose of the merger is to more effectively utilize the combined potential of the merged companies and to achieve direct and indirect economic and financial synergies.

This report constitutes the second notice of the intention to merge Trakcja S.A., based in Warsaw, with BTW Sp. z o.o., based in Wrocław.

As the announcement of the Merger Plan in the Monitor Sądowy i Gospodarczy is not required, according to the provisions of Article 500 §21 of the Commercial Companies Code (“CCC”), the Management Board of the Acquiring Company, acting based on Article 504 §1 and §2 CCC, hereby notifies the Shareholders for the second time of the intention to merge the Acquiring Company with the Acquired Company.

The merger will be carried out in accordance with Article 492 §1 point 1 CCC, i.e., through a takeover by transferring all assets of the Acquired Company to the Acquiring Company by universal succession, without increasing the share capital of the Acquiring Company.

The Merger Plan is available on the Acquiring Company’s website at https://www.grupatrakcja.com/pl/relacje-inwestorskie/, in accordance with Article 500 §21 CCC, until the day of the General Meeting of the Acquired Company, at which the resolution on the merger will be adopted.

The merger will take effect upon registration. This registration 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.

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