84/2019 - Information about convening the Extraordinary General Meeting of Trakcja PRKiI S.A., along with draft resolutions
The Management Board of Trakcja PRKiI Spółka Akcyjna based in Warsaw (address: ul. Złota 59, suite floor XVIII, 00-120 Warsaw), entered in the register of entrepreneurs maintained by the National Court Register for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under number 0000084266, with the share capital in the amount of PLN 69,160,780.80 - fully paid up (hereinafter referred to as the: “Company”), acting pursuant to Article 398 and Article 399.1 in connection with Article 4021 and 4022 of the Code of Commercial Companies, and Article 8.2 and Article 10 of the Company’s Articles of Association, hereby convenes the Extraordinary General Meeting of Trakcja PRKiI S.A. on 14 January 2020 at 9h00 in Warsaw, the Etiuda Room of the Mercure Hotel (ul. Złota 48/54, 00-120 Warsaw), with the following agenda:
- Opening of the Extraordinary General Meeting and adoption of the resolution on the election of the Chairperson;
- Determination that the General Meeting was properly convened and is capable of adopting valid resolutions, and checking the attendance list;
- Passing of the resolution on adoption of the agenda;
- Adoption of the resolution on the amendment of resolution no. 3 of the Extraordinary General Meeting of 11 December 2019 on the issuance of F and G series bonds convertible to D series shares, and excluding all issue rights of existing shareholders in regard to F and G convertible bonds;
- Adoption of the resolution on the amendment of resolution no. 4 of the Extraordinary General Meeting of 11 December 2019 on the conditional increase of the Company’s share capital through the issuance of D series shares, and excluding all issue rights of existing shareholders in regard to D series shares, and amendment of the Articles of Association;
- Adoption of the resolution on the conditional increase of the Company’s share capital through the issuance of D series shares, and excluding all issue rights of existing shareholders in regard to D series shares, and amendment of the Articles of Association;
- Closing of the Extraordinary General Meeting.
§ Date of registration of participation in the Extraordinary General Meeting
The date of registration of participation in the Extraordinary General Meeting shall be 29 December 2019 (hereafter: “Registration Date”).
§ Information about the right of participation in the Extraordinary General Meeting
The right of participation in the Extraordinary Shareholders Meting is vested only in persons being shareholders of Trakcja PRKiI S.A. as at the Registration Date.
To exercise the right of participation, the person entitled on the basis of dematerialized Company’ shares should apply for an individual confirmation of the right to participate in the Extraordinary General Meeting with the entity managing the securities account, no earlier than after the announcement on convening the Extraordinary General Meeting and no later than on the first business day following the Registration Date.
For dematerialized shares, the list of shareholders entitled to participate in the Extraordinary General Meeting shall be determined by the Company based on the list prepared by the entity managing the securities deposit, in accordance with the laws on trading financial instruments. The entity managing the securities deposit shall prepare the list on the basis of lists sent no later than twelve days before the date of the Extraordinary General Meeting by entitled entities, in accordance with the laws on trading financial instruments. The basis for the preparation of the lists forwarded to the entity managing the securities deposit shall be the statements on the right of participation in the Company’s Extraordinary General Meeting. A shareholder of the Company may request the list of shareholders entitled to participate in the Extraordinary General Meeting, free of charge, by electronic post, providing the email address to which the list is to be sent. The request may be sent electronically to the following e-mail address: walne@grupatrakcja.com.
For individual shares and temporary certificates, persons entitled based on individual shares and temporary certificates, as well as pledgees and users with the right to vote, shall be entitled to participate in the Extraordinary General Meeting if they are entered in the book of shares as at the Registration Date.
The list of shareholders entitled to participate in the Extraordinary General Meeting shall be presented at the Company’s seat, address: ul. Złota 59, suite floor XVIII, 00-120 Warsaw, from 9h00 to 16h00, for three days before the Extraordinary General Meeting i.e. 09 January 2020, 10 January 2020, and 13 January 2020.
Persons entitled to participate in the Extraordinary General Meeting are requested to register and collect voting cards immediately before the meeting.
Any communication between the shareholders and the Company shall be via e-mail: walne@grupatrakcja.com.
§ Shareholder’s right to request including items in the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request including certain items in the agenda of the Extraordinary General Meeting. Such request of the shareholder or shareholder should be sent to the Management Board of the Company not later than twenty one days before the set date of the General Meeting of Shareholders (i.e. by 24 December 2019). The request shall include grounds or draft resolutions on the proposed item of the agenda. Additionally, documents confirming the right to file such request shall be enclosed therewith. The request may be filed in writing or electronically to walne@grupatrakcja.com.
§ Shareholder’s right to present draft resolutions concerning items included in the agenda of the Extraordinary General Meeting or items to be included in the agenda before the date of the Extraordinary General Meeting
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may submit to the Company draft resolutions for items included or to be included the agenda of the Extraordinary General Meeting, provided that this request is submitted before the date of the Extraordinary General Meeting , in writing or electronically to walne@grupatrakcja.com. The request should be accompanied by documents confirming the right to make this request. The Company shall immediately announce draft resolutions on the website.
§ Shareholder’s right to submit draft resolutions concerning items included in the agenda of the Extraordinary General Meeting
Every shareholder may submit draft resolutions concerning items included in the agenda, during the Extraordinary General Meeting.
§ Exercising the voting right by a proxy
A shareholder being a natural person may participate in the Extraordinary General Meeting and exercise the voting right personally or through a proxy. A shareholder who is not a natural person may participate in the Extraordinary Shareholder Meeting and exercise the voting right through a person authorized to submit statements of will on his behalf, or through a proxy.
The proxy shall exercise all rights of the shareholder at the Extraordinary General Meeting, unless the power of proxy provides otherwise. The proxy may grant further powers of proxy, if this is foreseen by the his power of proxy. The proxy may represent more than one shareholder and vote differently for each shareholder. A shareholder with shares registered on more than one securities account may appoint separate proxies to exercise the rights on shares registered on each account.
The power of proxy to participate in the Extraordinary General Meeting and exercise the voting right should be granted in writing or electronically.
The power of proxy to participate and exercise voting rights should be submitted in original counterpart or certified as original, at the latest on the date of the Extraordinary General Meeting (up to 08h30). The shareholder should notify the Company about granting a power of proxy (regardless of the form) at least one day before the date of the Extraordinary General Meeting, i.e. no later than by 13 January 2020, 15h00, through sending a notice by email to: walne@grupatrakcja.com. The power of attorney should be sent in such a manner so that it is possible to efficiently verify its validity. A power of proxy granted in writing and sent electronically should be scanned to the PDF format. Information about granting a power of proxy should include the details of the proxy and the principal, in particular:
- for natural persons: first name (middle name), last name, series and number of the identity document, address, telephone number, and email address;
- for other entities: (company) name, number of the entry in the relevant register, address, telephone number, email address. In case of legal persons, the power of proxy should be accompanied by an excerpt from the relevant register, not older than 3 months, scanned to the PDF format.
Information about granting the power of proxy should also include the scope, i.e. Indicate the number of shares on which the voting right will be exercised, and the date of the Extraordinary General Meeting during which the rights will be exercised. Granting the power of proxy electronically shall not require a safe electronic signature.
The Company reserves the right to take measures to identify the shareholder and the proxy, and to verify the validity of the presented power of proxy granted in electronic form. The verification process may consist of questions, electronically or by telephone, addressed to the shareholder or the proxy, aiming at confirming the fact of granting the power of proxy and its scope. If the shareholder or the proxy do not confirm the fact of granting the power of proxy, or if the Company does not receive a response to asked questions at the latest on the date of the Extraordinary General Meeting (by 08h30), then the Company may refuse allowing the proxy to participate in the Extraordinary General Meeting.
The written power of proxy (powers of proxy) from a shareholder other than a natural person should be accompanied by an excerpt from a relevant register (original counterpart, or certified as original), not older than 3 months, confirming the right to represent the shareholder.
The current excerpt from the register of entrepreneurs maintained for a shareholder other than a natural person should include entries with details of persons granting powers of attorney on behalf of this shareholder.
Members of the Company’s Management Board as well as the Company’s employees may be the proxies of a shareholder at an Extraordinary General Meeting.
If the proxy at the Extraordinary 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 its governing bodies, or an employee of the Company’s subsidiary, the power of proxy may authorize to representation at one General Meeting only. The proxy shall be required to disclose to the shareholder any circumstances that indicate the possibility of a conflict of interest. The grant of further power of attorney shall be excluded. Such attorney shall vote in compliance with the instructions provided by the shareholder.
§ Ability to participate in the Extraordinary General Meeting using means of electronic communication
The Company does not foresee a possibility to participate or speak at the Extraordinary General Meeting using means of electronic communication.
§ Manner of exercising the voting right by mail or using means of electronic communication
The Company does not foresee a possibility to exercise the voting right by mail or using means of electronic communication.
§ Speaking at the Extraordinary General Meeting using means of electronic communication
The Company does not foresee a possibility to speak at the Extraordinary General Meeting using means of electronic communication.
§ Access to documentation
The full documentation to be presented at the Extraordinary General Meeting, draft resolutions, and other information may be obtained until the date of the Extraordinary General Meeting at the Company’s seat at ul. Złota 59, floor XVIII, 00-120 Warsaw, or from the Company’s website at www.grupatrakcja.com, section: “Relacje Inwestorskie\Walne Zgromadzenie\2020\Nadzwyczajne Walne Zgromadzenie 14.01.2020”. The above website also includes information on processing personal data in connection with convening, organizing and proceeding with the general meeting.
The Management Board attaches:
Draft resolutions of the Extraordinary General Meeting convened on 14/01/2020.
Justification for re-convening the Extraordinary General Meeting concerning the voting on the resolution referred to in item 6 of the agenda.
Opinion of the Management Board of Trakcja PRKiI S.A. justifying the reasons for depriving the shareholder of the rights of subscribing ordinary D series individual shares, and determining the issue price for bonds.
Legal basis:
Article 19.1.1 &2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing information required by laws of non-member states as equivalent (Journal of Laws of 2018, item 757).
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