66/2022 - Information on the convening of the Extraordinary General Meeting of Trakcja S.A., accompanied by draft resolutions

The Management Board of Trakcja S.A. with its seat in Warsaw (address: al. Jerozolimskie 100 II p., 00-807 Warsaw), entered into the Register of Entrepreneurs of the National Court Register kept by the District for the Capital City of Warsaw, Warsaw,  XII Business Division of the  National Court Register under no. 0000084266, share capital: PLN 269,160,780.80 – fully paid up (the “Company”), following the motion of PKP Polskie Linie Kolejowe, having its seat in Warsaw, submitted on 14 September 2022 (the “Shareholder”) – a shareholder representing at least one twentieth of the Company’s share capital – demanding the convening of an Extraordiray General Meeting of the Company, acting pursuant to Article 398 and Article 399 § 1 of the Code of Commercial Companies and Partnerships read jointly with Article 4021 and  Article 4022  of the Code of Commercial Companies and Partnerships , and Article 8 (2) and Article 10 of the Company’s Memorandum, the Management Board hereby convenes the Extraordinary General Meeting of Trakcja S.A. for 12 October 2022, 10:00 AM, Warsaw, Mercure Hotel (ul. Złota 48/54, 00-120 Warsaw), Room no. 8, with the following agenda:  
1.    Opening of the Extraordinary General Meeting;
2.     Election of the chairperson of the Extraordinary General Meeting;
3.    Declaration that the Extraordinary General Meeting has been convened in a correct manner and that it is capable of adopting resolutions; checking of the roll call;
4.    Adoption of the agenda;
5.    Adoption of a resolution on the amendments to the Company’s Memorandum;
6.    Adoption of a resolution on changes of the amount of remuneration of the Company’s Supervisory Board members;
7.    Adoption of a resolution on changes in the composition of the Company’s Supervisory Board;
8.    Closing of the Extraordinary General Meeting.

§ Registration Date of participation in the Extraordinary General Meeting
The registration date for participation in the Company’s Extraordinary General Meeting shall be 20 September 2022 (hereinafter the “Registration Date”).

§ Information on the right of participation in the Extraordinary General Meeting
Only persons who are shareholders of Trakcja S.A. as at the Registration Date shall be entitled to participate in the Extraordinary General Meeting.
Pledge holders and users entitled to vote shall be entitled to participate in the Extraordinary General Meeting if the limited in rem right established in their favour is registered on a securities account as at the Registration Date.
The entity which keeps the securities account shall issue a registered certificate as to the right of participation in the general meeting at the request of an entitled party under the Company’s shares and/or pledge holderand/or user, who is entitled to vote; such request shall be notified no earlier than after the announcement on the convening of the general meeting and no later than on the first working day following the Registration Date.
A Company shareholder is entitled to request being sent a list of shareholders entitled to participate in the Extraordinary General Meeting, free of charge, by e-mail- by providing an e-mail address to which the list is to be forwarded. Such a request may be forwarded electronically to the following e-mail address: walne@grupatrakcja.com.
The list of shareholders entitled to participate in the Extraordinary General Meeting shall be displayed at the Company’s seat at the following address: al. Jerozolimskie 100 II p., 00-807 Warsaw from 9:00 AM to 4:00 PM, three days before the holding of the Extraordinary General Meeting, that is, on 7 – 11 October 2022.
Persons entitled to participate in the Extraordinary General Meeting are kindly requested to register and download voting devices directly before the commencement of the session.
Electronic communications between the shareholders and Company shall take place with the use of the following e-mail address: walne@grupatrakcja.com.

§ Shareholder entitlement to have specific items of business placed in the agenda of the general meeting.
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request the placement of specific items of business in the agenda of the general meeting. The shareholder’s or shareholders’ request should be notified to the Company’s Management Board no later than twenty-one days before the designated date of the general meeting (by 21 September 2022). The request should contain a justification or draft resolutions concerning the agenda item. The request should be accompanied by documents which confirm the entitlement for notifying the request. The request should be submitted in written form or in electronic form to the following e-mail address: walne@grupatrakcja.com.

§ Shareholder entitlement to notify draft resolutions on matters introduced into the agenda of the general meeting or on matters which are to be introduced into the agenda before 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, notify the Company in writing or with the use of electronic means of communication to the address: walne@grupatrakcja.com, draft resolutions on matters introduced into the agenda of the general meeting or on matters which are to be introduced into the agenda. The request should contain a justification or draft resolutions concerning the agenda item. The Company shall, without delay, display the draft resolutions on the website.

§ Shareholder entitlement to notify draft resolutions on matters introduced into the agenda of the general meeting
During the course of the general meeting, each shareholder is entitled to notify draft resolutions on matters introduced into the agenda of the general meeting

§ Manner of exercising voting rights by a proxy
A shareholder who is an individual may participate in the general meeting and exercise voting rights personally or by proxy. A shareholder who is not an individual may participate in the general meeting and exercise voting rights by a person authorised to submit statements of will on its behalf or by proxy.
A proxy shall exercise all shareholder entitlements at the general meeting, unless the instrument of proxy provides otherwise. A proxy may grant further proxies, if this follows from the contents of the instrument of proxy. A proxy may represent more than one shareholder and vote in a different manner under the shares of each shareholder. A shareholder who holds shares registered on more than one securities account may establish separate proxies for exercising rights under shares registered in each of the accounts.
An instrument of proxy for participating in the general meeting and for exercising voting rights shall be granted in written or electronic form.
An instrument of proxy entitling to participation in the general meeting and for exercising voting rights should be delivered in the original or certified copy at the latest on the date of the general meeting (till 08:30 AM). At least one day before the date of the general meeting of the Company, no later than by 11 October 2022, 3:00 PM, a shareholder should notify the Company on the granting of an instrument of proxy (regardless of its form) by forwarding information by e-mail to the address: walne@grupatrakcja.com. An instrument of proxy should be sent in such a manner that its validity can be effectively verified. Due to this consideration, for example, an instrument of proxy in written form forwarded by e-mail should be scanned as a PDF file. Information on granting an instrument of proxy should contain a precise designation of the proxy and principal, with the specification of the following details:
-    in the case of individuals: first and middle names, surname, series and number of ID document, address, phone number and e-mail address:
-    in the case of other entities: (company) name, number of entry in the relevant register, address, phone number and e-mail address. In the case of legal persons (corporations), the instrument of proxy should be accompanied by a scanned - as a PDF file – excerpt from the relevant register, not older than 3 months.

Information on the granting of an instrument of proxy should also contain its scope, that is, it should indicate the number of shares under which voting rights will be exercised and the date of the general meeting during the course of which the said rights will be exercised.
The Company reserves itself the right to take action for the purpose of identifying a shareholder and proxy and for verifying the validity of the presented instrument of proxy granted in electronic form. The verification process may entail asking the shareholder or proxy a question by e-mail or over the phone with a view of establishing the fact of granting an instrument of proxy and its scope. Where the shareholder or proxy fails to confirm the fact of granting an instrument of proxy or where the Company does not receive responses to the posed questions at the latest on the date of the general meeting (till 08:30 AM), in such an instance, the Company reserves the right of refusing the admission of the proxy to participation in the general meeting.
The written instrument of proxy (chain of instruments of proxy) from a shareholder who is not an individual – should be accompanied by an excerpt from the relevant register (original or copy certified as a true copy), no older than 3 months, confirming the right of representing the shareholder.
A current excerpt from the register of entrepreneurs kept for the shareholder who is not an individual should contain entries concerning the persons granting the instrument of proxy on behalf of the shareholder who is not an individual.
Management Board members and Company employees may be the proxies of a shareholder at the general meeting.
Where a proxy at the general meeting is a Management Board member, Supervisory Board member, a liquidator, Company employee or a member of the bodies or employee of a subsidiary company or cooperative, the instrument of proxy may authorize representation only at one general meeting.
The proxy has the responsibility of disclosing to the shareholder circumstances which indicate the existence or possibility of existence of a conflict of interests. The granting of a further instrument of proxy shall be excluded.  Such a proxy shall vote in accordance with the instructions of the shareholder.
§ Possibility and manner of participation in the general meeting with the use of means of electronic communication
The Company does not envisage the possibility of participation and expressing oneself during the course of the general meeting with the use of means of electronic communication

§ Manner of exercising voting rights by correspondence or with the use of means of electronic communication
The Company does not envisage the possibility of exercising voting rights by correspondence or with the use of means of electronic communication

§ Manner of expressing oneself  with the use of means of electronic communication
The Company does not envisage the possibility of expressing oneself during the course of the general meeting with the use of means of electronic communication
§ Shareholder’s right to pose questions concerning matters placed on the agenda
A shareholder has the right to pose questions concerning matters placed on the agenda during the course of the Extraordinary General Meeting.

§ Access to documentation
The complete text of the documentation to be presented at the Extraordinary General Meeting, draft resolutions and any information may be obtained from the date of convening the Extraordinary General Meeting at the Company’s seat at the address: al. Jerozolimskie 100 II p., 00-807 Warsaw or from the Company’ website at: www.grupatrakcja.com In the section: „Relacje Inwestorskie\Walne Zgromadzenie\2022\Nadzwyczajne Walne Zgromadzenie 12.10.2022”. The provided website address also contains the information clause on personal data processing in connection with the convening, organization and course of the general meeting.

The Management Board has enclosed:
1.    The Shareholder’s motion;
2.     the draft resolutions of the Extraordinary General Meeting.
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  

 

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