66/2011 - Information about the conclusion of a memorandum of understanding

The Management Board of Trakcja - Tiltra S.A. (the “Company”) hereby announces that on 6 September 2011 a memorandum of understanding(“Memorandum”) was concluded between,inter alia, the Company, its subsidiaries – Silentio Investments Sp. z o.o. (“Silentio”), Poldim S.A. (“Poldim”), former shareholders of the Tiltra Group AB and AB Kauno Tiltai (“Tiltra Shareholders”) and Mr. Jacek Jurek and Mr. Radosław Jurek – former shareholders of Poldim; the subject of the Memorandum is amicable resolution of disputes and mutual waiver of financial and non-financial claims directly or indirectly related to the agreement whose execution was announced by the Company with Current Report No. 35/2010 (“Trakcja-Tiltra Agreement”), with resolutions of the General Meeting of Shareholders of 19 January 2011 on a conditional increase in the share capital of the Company, changes to the Company’s Articles of Association, issuing subscription warrants and consent to creating a charge on the Company’s shares for the benefit of the Company (“EGMS Resolutions I”), with Resolution of the General Meeting of Shareholders of the Company of 15 June 2011 on changes to the Company’s Articles of Association (“EGMS Resolution II”), with the purchase of shares in Poldim, with court proceedings started by Mr. Jacek Jurek concerning, inter alia, cancellation of EGMS Resolutions I and EGMS Resolution II and with performance by Mr. Jacek Jurek of the function of a member of the management board and member of the supervisory board of Poldim and the status of Mr. Jacek Jurek and Mr. Radosław Jurek as shareholders of Poldim (jointly referred to as the “Claims”), as well as closing all the initiated court proceedings and a commitment not to initiate in the future any disputes (including court proceedings) related to the Claims.

As a result of concluding the Memorandum, Mr. Jacek Jurek and Mr. Radosław Jurek, inter alia: confirmed the validity of the purchase of shares in Poldim by Silentio and third parties with respect to Mr. Jacek Jurek and Mr. Radosław Jurek and the effectiveness, lawfulness and compliance with the principles of community life of the Trakcja-Tiltra Agreement, waived any Claims which they have of may have with respect to, inter alia, the Company, Silentio or Poldim and made a commitment not to assert the Claims against these entities. Mr. Jacek Jurek submitted a declaration on withdrawal of his legal action against the Company, Poldim and Silentio.

The Company waived, inter alia, any Claims with regard to Mr. Jacek Jurek and Mr. Radosław Jurek and made a commitment not to assert the Claims against these persons and not to undertake any actions which could lead to assertion of the Claims against these persons by a third party. Poldim and Silentio waived any Claims related to the performance by Mr. Jacek Jurek of the function of a member of the management board and member of the supervisory board of Poldim and made a commitment not to assert them against Mr. Jacek Jurek.

The Parties to the Memorandum decided that in an event of its breach by any of the Parties, i.e. in particular, assertion of a Claim by one of the Parties or undermining the effectiveness of their own waiver of the Claims against the provisions of the Memorandum, this Party shall pay liquidated damages in the amount of PLN 10,000,000, where the party entitled to demand payment of the liquidated damages will be able to claim a compensation in an amount exceeding the amount of the above liquidated damages.

Legal basis: Article 56, paragraph 1 paragraph 1 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to organized trading system and on public companies (Journal of Laws 2009, No. 185, item 1439, as amended)