61/2019 - Entry into force of an agreement regarding restrictions on the disposal of shares and conclusion of a prior right agreement

The Management Board of Trakcja PRKiI S.A. (‘The Issuer’) informs that as a result of the acquisition of ordinary registered series C shares by COMSA S.A.U. (‘Shareholder’) agreement on limiting the disposal of shares concluded on October 8, 2019 between the Shareholder, mBank S.A. (‘MBank’) and Santander Bank Polska S.A - Santander Brokerage House (‘Brokerage House’) entered into force (‘Agreement on Restricting Stock Shares’). According to:

1. the Restriction Regulation of the Shares Regulation, a Shareholder, without the consent of mBank, may not: - during the period ending on December 27, 2020 sell any shares of the Issuer; - in the period beginning on December 28, 2020 and ending on December 31, 2021 hold shares representing less than 25% of the Issuer's share capital, unless this is the result of: a public call; on exercising their rights by pledgees on pledges on the Issuer's shares in the possession of the Shareholder established or which should be established on the basis of the agreement concluded between the Shareholder and financial institutions financing the Shareholder of December 28, 2016, or on further increase of the Issuer's share capital following the increase share capital approved by the Extraordinary General Meeting on September 27, 2019.

2. the Shares Regulation Restriction Agreement, the Brokerage has established a block on existing shares of the Issuer in the possession of the Shareholder and is obliged to establish a block on subsequent shares of the Issuer after their issue and issuing to the Shareholder. The Agreement on Restricting the Regulation on Shares was concluded for a definite period of time until January 1, 2022 or termination of the Common Terms Agreement, of which the Issuer informed in Current Report No. 51/2019 of September 27, 2019, depending on which of these dates will be earlier.

3. In addition, the Issuer's Management Board was informed today by COMSA S.A.U. (‘Shareholder’) on the conclusion of a contract regarding the pre-emptive right to acquire the Company's shares (‘Pre-emptive right’) by the Shareholder with Agencja Rozwoju Przemysłu S.A. (‘Investor’) on October 10, 2019, the Prior Right requires a Shareholder, if the Shareholder makes a decision to sell at least 5% of the Issuer's share capital, including as a result of receiving an offer to purchase such a block of shares from another entity, to notify the Investor on such a transaction enabling him to purchase the shares in question on the conditions indicated by the Shareholder (priority right). If the Investor fails to exercise his pre-emptive right, the Shareholder may sell the said package on the same or better terms on the date specified in the Pre-emptive Right. The Prior Right has been concluded for a fixed period until December 31, 2022 or until the day on which the Investor or Shareholder ceases to hold directly or indirectly at least 5% of the Issuer's shares.

Legal basis:
Article 17 para. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Regulation on market abuse) and repealing Directive 2003/6/ EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC