46/2021 - Receipt of notification from shareholders of the Company

The management board of Trakcja S.A. (the ”Company”) with reference to current report No. 13/2021 informs that today the Company has received from shareholders of the Company - Agencja Rozwoju Przemysłu S.A. with its registered office in Warsaw (”ARP”) and COMSA S.A.U. with its registered office in Barcelona (”COMSA”) (ARP and COMSA hereinafter collectively referred to as the ”Parties”) notification on the conclusion on 19 November 2021 by the Parties of a preliminary share sale agreement and a conditional agreement on the sale of bonds issued by the Company (the ”Agreement”).
According to the Agreement, ARP undertook to purchase all, held by COMSA at a given moment, shares in the share capital of the Company and bonds issued by the Company, and COMSA undertook to sell them under the terms specified in the Agreement (the ”Transaction”), at the same time making the carrying out of the Transaction dependent on the fulfilment of a number of conditions precedent specified in the Agreement. The Agreement was concluded assuming that shareholders of the Company would adopt a resolution on increase of the share capital of the Company from the amount of PLN 69,160,780.80 to the amount of PLN 269,160,780.80 through the issue of 250.000.000 new E series ordinary shares with a value of PLN 0.80 each (”Increase of the Capital”). In the attachment the Company submits the full content of the notification.

At the same time, the Parties have sent to the Company (not being a party to the Agreement) additional information on limitations stipulated in the Agreement, and concerning inter alia the Company’s activities, for the taking into account of which the Parties have asked the Company, indicating that failure by the Company to abide by the limitations resulting from Agreement may cause not coming into effect of the Transaction covered by the Agreement.
According to the Agreement, the intention of the Parties is that until the day preceding the day of Increasing the Capital inter alia:
a)    does not occur the circumstance of declaring bankruptcy of the Company, and also any other restructuring proceedings conducted against the Company, initiating against it winding-up proceedings, filing applications for initiating any of such proceedings by the Company,
b)    12.242.952 series C shares of the Company held by COMSA are admitted to regulated trading organized by the Warsaw Stock Exchange S.A.,
c)    activities leading to the division, transformation or disposal of any relevant assets of the Company are not undertaken, provided that the possibility is allowed to undertake activities aimed at selling real estate and relevant assets of the Company, the book value of which exceeds PLN 1,000.000, as well as non-binding preparatory activities related to other assets, in particular the sale of shares of AB Kauno tiltai with its registered office in Kaunas, Lithuania, whereby the assets in question may not be disposed of prior to the date of registration of the increased share capital of the Company without prior approval of PKP PLK S.A., expressed in writing under pain of nullity (this limitation were to apply until the date of registration of the Increase of the Capital of the Company).

Legal basis: Article 17 of the MAR