35/2021 - Shareholder motion for the broadening of the agenda of the Company’s Extraordinary General Meeting

The Management Board of Trakcja S.A. (the “Company”) hereby informs that it has received a motion for the placement of certain items in the agenda of the Company’s Extraordinary General Meeting convened for 10 September 2021 from the following shareholder: Agencji Rozwoju Przemysłu S.A., hereinafter “ARP” or the “Shareholder” (which is a shareholder holding alone at least one twentieth of the Company’s share capital).
 
Pursuant to Article 401 § 1 KSH (Code of Commercial Companies and Partnerships), the Shareholder has moved for the placement in the agenda of the Extraordinary General Meeting of the following businesses:
7. Adoption of a resolution amending Resolution no. 3 of the Company’s Extraordinary General Meeting of 11 December 2019 on the issue of F and G series bonds convertible into series D shares, complete exclusion of the drawing rights of the current shareholders with regard to F and G series bonds convertible into shares;
8. Adoption of a resolution amending Resolution no. 5 of the Company’s Extraordinary General Meeting of 14 January 2020 on the conditional increase of the Company’s share capital by the issue of series D shares and complete exclusion of the drawing rights of the current shareholders with regard to Series Dshares, and on the amending of the Memorandum.

Accordingly, the new agenda of the Extraordinary General Meeting shall read as follows:
1)    Opening of the Extraordinary General Meeting;
2)    Election of the Chairperson of the Extraordinary General Meeting;
3)    Confirmation of the correctness of calling the  General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
4)    Adoption of the agenda;
5)    Adoption of a resolution on increasing the Company's share capital through the issuance of ordinary bearer shares of series E through a private subscription excluding all the pre-emptive rights of the existing shareholders, dematerialization and applying for admission and introduction of series E shares to trading on a regulated market conducted by the Warsaw Stock Exchange and on amending the Articles of Association;
6)    Change in the Supervisory Board;
7)    Adoption of a resolution amending Resolution no. 3 of the Company’s Extraordinary General Meeting of 11 December 2019 on the issue of F and G series bonds convertible into series D shares, complete exclusion of the drawing rights of the current shareholders with regard to F and G series bonds convertible into shares;
8)    Adoption of a resolution amending Resolution no. 5 of the Company’s Extraordinary General Meeting of 14 January 2020 on the conditional increase of the Company’s share capital by the issue of series D shares and complete exclusion of the drawing rights of the current shareholders with regard to Series Dshares, and on the amending of the Memorandum.
9)    Closing of the Extraordinary General Meeting.

The Shareholder has presented draft resolutions regarding the aforementioned agenda item, which, together with the motion, constitute an annex hereto.

Legal basis:
§ 19 (1) (1 and 2) of the Regulation of the Minister of Finance of 29 March 2018 concerning current and periodical information provided by issuers of securities and conditions of recognizing information as equivalent required under the legislation of non-Member States