63/2013 – Information on the Intention to Merge and the Merger Plan, as well as the Intention to Restructure the Company Group

The Management Board of Trakcja S.A. (the “Company”) informs that on July 25, 2013, the Supervisory Board of the Company adopted resolutions concerning internal reorganization within the Company’s capital group (“Trakcja Group”), particularly focusing on the merger of companies within the Trakcja Group. Consequently, on July 25, 2013, a resolution of the Company’s Management Board came into force, according to which the Management Board decided to undertake steps aimed at reorganizing the Trakcja Group, which will include:

1. Increasing the share capital of Przedsiębiorstwo Drogowo – Mostowe “Białystok” S.A. (“PDM”):
   • The capital will be increased by issuing 53,000 new registered Series B shares with a nominal value of PLN 1 each, offered entirely to the Company’s subsidiary, Uždaroji Akcine Bendrove Taurakelis (“TAU”), through a private offering, excluding preemptive rights for existing shareholders.
2. Agreement between the Company and TAU for the purchase of shares:
   • The Company will acquire all registered shares in the share capital of PDM owned by TAU at the time of the share purchase agreement, for a price not exceeding PLN 6.752 million.
3. Agreement between the Company and TAU for the purchase of shares in Przedsiębiorstwo Produkcyjno – Usługowe “Dalba” Sp. z o.o. (“DAL”):
   • The Company will acquire all shares in the capital of DAL held by TAU for a price not exceeding PLN 7.786 million.
4. Agreement between the Company and AB Kauno Tiltai TUB Konsorciumas Tiltra (“TUB”) for the purchase of shares in Przedsiębiorstwo Eksploatacji Ulic i Mostów Sp. z o.o. (“PEUiM”):
   • The Company will acquire all shares in the capital of PEUiM held by TUB for a price not exceeding PLN 10.205 million, with a minimum total purchase price for PDM shares and PEUiM and DAL shares not being less than PLN 21 million.
5. Settlement of intra-group debt among the Company’s subsidiaries (KAT, TUB, TAU):
   • This will involve the transfer of receivables, including:
     • TUB transferring to KAT the receivable it has against TAU for repayment of a previously granted loan (“Receivable 1”) to partially settle another receivable for the repayment of a loan previously granted by KAT to TUB (“Receivable 2”).
     • TAU transferring to KAT the receivable it will have against the Company for the payment of the purchase price for PDM shares and DAL shares (“Receivable 3”) to settle Receivable 1.
     • TUB transferring to KAT the receivable it will have against the Company for the payment of the purchase price for shares in PEUiM to settle the remaining part of Receivable 2.
6. Merger of the Company with the following entities:
   • Przedsiębiorstwo Robót Kolejowych i Inżynieryjnych S.A. (“PRKiI”),
   • PDM,
   • PEUiM,
   • DAL,
   • (collectively the “Merged Companies”).
7. Agreement between the Company and KAT for the sale of fixed assets, including properties:
   • The assets to be sold include several properties located in Sobolewo, Białystok, Nowowola, and Bobrowniki, some of which are used for operational purposes and have associated buildings and structures.

The decision to merge and reorganize was made to simplify the organizational structure, streamline management within the Trakcja Group, and eliminate unnecessary processes, thereby reducing operating costs. The merger will also bring financial savings in administrative and organizational areas by reducing the number of management and supervisory bodies within the Trakcja Group. In the long term, the merger aims to improve the coordination of operational activities, unify business processes, and enhance the transparency of the Trakcja Group’s structure.

The merger of the Company and the Merged Companies will occur by transferring all the assets of the Merged Companies to the Company (the acquiring company) through a merger by acquisition, as defined in Article 492 § 1(1) of the Commercial Companies Code (“KSH”).

The Company and the Merged Companies will not prepare written management reports as required under Article 501 § 1 of the KSH, nor will a written opinion of an expert as described in Article 503 § 1 of the KSH be prepared, in accordance with the provisions of Article 516 § 5 and § 6 of the KSH.

Both the merger and the remaining restructuring steps will be carried out after obtaining all necessary corporate approvals, as well as approvals from bondholders and banks.

Legal Basis: Article 56(1)(1) and (2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, and § 19(1) and (2) in connection with § 5(1)(13) of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing information required by the laws of a non-member state as equivalent.ych oraz § 19 ust. 1 i 2 w związku z § 5 ust. 1 punkt 13 rozporządzenia Ministra Finansów w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim.