40/2021 Information on convening an Extraordinary General Meeting of Trakcja S.A. together with draft resolutions

The Management Board of Trakcja Spółka Akcyjna with its registered office in Warsaw (address: al. Jerozolimskie 100 II p, 00-807 Warsaw), entered in the Register of Entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under number 0000084266, with the share capital of PLN 69,160,780.80 fully paid-up (hereinafter: the "Company"), acting pursuant to Article 398 and Article 399 § 1, Article 400 § 1 of the Commercial Companies Code in connection with Article 4021 and 4022  of the Commercial Companies Code and Article  8(2) and Article 10 of the Company's Articles of Association, and in reference to current report No. 37/2021 in which the Company informed about the resolution of the Extraordinary General Meeting of 10 September 2021 on convening the Extraordinary General Meeting, the Management Board convenes the Extraordinary General Meeting of Trakcja S.A. on 29 November 2021 at 10:00 a.m. in Warsaw, in Room Sonata of the Mercure Hotel (ul. Złota 48/54, 00-120 Warsaw) with the following agenda:
1)    Opening of the Extraordinary General Meeting;
2)    Election of the Chairperson of the Extraordinary General Meeting;
3)    Confirmation of the legality of convening the Extraordinary General Meeting and its capacity to adopt resolutions;
4)    Adoption of the agenda;
5)    Adoption of a resolution on the increase of the Company's share capital through the issue of ordinary bearer series E shares by way of private subscription with the exclusion of the pre-emptive right of the existing shareholders in its entirety, on dematerialisation and application for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. of series E shares and amendment to the Articles of Association;
6)    Closing of the Extraordinary General Meeting.

§ Date of Registration for the Extraordinary General Meeting
The date of registration for the Extraordinary General Meeting is 13 November 2021 (hereinafter: "Registration Date").

§ Information on the right to participate in the Extraordinary General Meeting
The right to participate in the Extraordinary General Meeting shall be vested only in persons being shareholders of Trakcja S.A. on the Registration Date.
Pledges and users entitled to vote shall be entitled to attend the Extraordinary General Meeting if establishing a limited right in their favour is registered on the securities account on the Registration Date.
At the request of the holder of the Company's shares and the pledgee or user entitled to vote, submitted not earlier than after the announcement on convening the General Meeting and not later than on the first business day after the Registration Day, the entity keeping the securities account issues a registered certificate of the right to attend the General Meeting.
A shareholder of the Company may request that the list of shareholders entitled to attend the Extraordinary General Meeting be sent thereto free of charge by e-mail, specifying the e-mail address to which the list should be sent. The request may be sent in electronic form to the following e-mail address: walne@grupatrakcja.com.
The list of shareholders entitled to attend the Extraordinary General Meeting will be displayed in the Company's registered office at: al. Jerozolimskie 100 II p., 00-807 Warsaw, from 09:00 to 16:00, three days before the Extraordinary General Meeting is held, i.e. 24-26 November 2021.
Persons entitled to participate in the Extraordinary General Meeting are requested to register and collect voting devices immediately prior to the meeting.
Electronic communication between shareholders and the Company takes place using the e-mail address: walne@grupatrakcja.com.
§ Shareholder's right to request that certain matters be placed on the agenda of the General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company's share capital may request the inclusion of specific items on the agenda of a General Meeting. The request of a shareholder or shareholders should be notified to the Management Board of the Company no later than twenty-one days before the scheduled date of the General Meeting (by 8 November 2021). The request should include a justification or draft resolutions concerning the proposed agenda item. The request should be accompanied with documents confirming the right to make the request. The request may be submitted in writing or in electronic form to walne@grupatrakcja.com.
§ Shareholder's right to submit draft resolutions on items placed on the agenda of the General Meeting or items to be placed on the agenda prior to the date of the General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company's share capital may, before the date of the General Meeting, submit to the Company, in writing or using electronic means of communication, to the following address:walne@grupatrakcja.com, draft resolutions concerning issues included in the agenda of the General Meeting or issues which are to be included in the agenda. Documents confirming the right to make the request must be enclosed. The Company will immediately publish the draft resolutions on its website.
§ Shareholder's right to table draft resolutions on items on the agenda during the general meeting
Each shareholder may, during the General Meeting, propose draft resolutions concerning the items placed on the agenda.
§ Method of exercising voting rights by proxy
A shareholder that is a natural person may participate in the General Meeting and exercise his/her voting rights personally or through a proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise its voting rights through a person authorised to make declarations of intent on its behalf or through a proxy.
A proxy exercises all the rights of a shareholder at a general meeting, unless otherwise stated in the power of attorney. A proxy may grant further powers of attorney if this is apparent from the wording of the power of attorney. A proxy may represent more than one shareholder and vote differently with respect to the shares of each shareholder. A shareholder with shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to the shares registered in each of the accounts.
The power of attorney to participate in the General Meeting and exercise voting rights should be granted in writing or in electronic form.
The power of attorney to participate and exercise voting rights should be delivered in the original or a certified copy no later than on the day of the general meeting (by 08:30). At least one business day before the day of the general meeting, i.e. no later than 26 November 2021 by 15:00, the shareholder should notify the Company of the granting of the power of attorney (regardless of its form) by sending the information by e-mail to: walne@grupatrakcja.com. The power of attorney should be sent in such a way that its validity can be effectively verified. Therefore, for example, a written power of attorney sent by e-mail should be scanned as a PDF file. The notification of granting the power of attorney should contain an accurate identification of the proxy and the principal, indicating the following data:
- in the case of natural persons: forename(s), surname, series and number of identity card, address, telephone and e-mail address;
- in the case of other entities: name (business name), number in the relevant register, address, telephone and e-mail address. In the case of legal entities, the power of attorney should be accompanied with an extract from the relevant register, no older than 3 months, scanned to a PDF file.
Information on granting the power of attorney should also include its scope, i.e. the number of shares from which the voting right will be exercised and the date of the general meeting at which these rights will be exercised.
The Company reserves the right to take action to identify the shareholder and the proxy and to verify the validity of the power of attorney submitted in electronic form. The verification process may consist in asking the shareholder or proxy a question, electronically or by telephone, in order to determine whether a power of attorney has been granted and its scope. f the shareholder or the proxy fails to confirm the granting of the power of attorney or if the Company does not receive an answer to the questions asked no later than on the day of the general meeting (by 08:30 a.m.), the Company reserves the right to refuse to allow the proxy to participate in the general meeting.
A written power of attorney (a sequence of powers of attorney) from a shareholder that is not a natural person should be accompanied with an excerpt from the relevant register (in the original or a duly certified copy), not older than 3 months, confirming the right to represent the shareholder.
A current excerpt from the register of entrepreneurs maintained for a shareholder that is not a natural person should include entries concerning persons granting powers of attorney on behalf of the shareholder that is not a natural person.
Members of the Company's Management Board and the Company's employees may act as proxies for the shareholder at the General Meeting.
If the proxy at the 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 the governing bodies or an employee of a company or cooperative dependent on the Company, the power of attorney may authorise representation only at one general meeting. The proxy is obliged to disclose to the shareholder any circumstances indicating the existence or possible existence of a conflict of interest. The granting of a further power of attorney is excluded. Such proxy shall vote in accordance with the instructions given by the shareholder.
§ Possibility and manner of participating in the general meeting by means of electronic communication
The Company does not provide for the possibility of participating in the General Meeting by means of electronic communication.
§ Manner of exercising voting rights by correspondence or using means of electronic communication
The Company does not provide for the possibility of exercising voting rights by correspondence or using electronic means of communication.
§ The way of expressing oneself at the General Meeting using electronic means of communication
The Company does not provide for the possibility to express oneself at the General Meeting using electronic means of communication.
§ Access to documentation
The full text of the documentation which is to be presented at the Extraordinary General Meeting, draft resolutions and all information may be obtained, from the date of convening the Extraordinary General Meeting, in the registered office of the Company at al. Jerozolimskie 100 II p., 00-807 Warszawa, or on the Company's website at www.grupatrakcja.com in the section „Relacje Inwestorskie\Walne Zgromadzenie\2021\Nadzwyczajne Walne Zgromadzenie 29.11.2021”. The indicated website address also includes an information clause concerning the processing of personal data in connection with the convening, organisation and conduct of the General Meeting.

The Management Board encloses:
Draft resolutions of the Extraordinary General Meeting
Opinion of the Management Board of Trakcja S.A. justifying the reasons for depriving the shareholders of Trakcja S.A. of the pre-emptive right to E series shares and the manner of determining the issue price of E series shares

Legal basis:
§ 19 (1) (1) and (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by the law of a non-member state may be recognised as equivalent.