45/2010 - Information about the annex to the significant contract

The Management Board of Trakcja Polska S.A. (the “Company”) gives notice that yesterday the Company received amendment no. 2 dated 20 December 2010, amendment no. 2 was signed to the agreement of 18 November 2010 executed between the Company, Comsa S.A., Lithuanian companies of Tiltra Group AB and AB Kauno Tiltai and their shareholders, i.e. UAB NDX Energija, AB Invalda and individuals being minority shareholders (“Tiltra Group Shareholders”), which agreement the Company gave information on in current report no. 35 of 18 November 2010 and current report no. 38 of 1 December 2010 (the “Agreement”).

The parties agreed in this annex that:

- the transaction contemplated in the Agreement will not include the issue by the Company of 47,160,000 subscription warrants giving the right to subscribe for 47,160,000 new shares in the Company.

- the total amount provided for in the Agreement for the issue of the Company’s bonds is PLN 297,216,000.

- the ban on disposing of and encumbering TP shares (the lock-up obligation) will cover all the Company’s shares to be acquired by the Tiltra Group Shareholders on the transaction closing date (i.e. 72,000,000 shares) and all the Company’s shares held by Comsa S.A. (i.e. 81,065,510 shares); this obligation will be binding on the Tiltra Group Shareholders and Comsa S.A. for one year from the transaction closing date, subject to the exceptions provided for in the Agreement.

The Parties have agreed that completion of the transaction provided for in the Agreement as amended by annex 1 of 30 November 2010 and annex 2 of 20 December 2010 will no longer be dependent on fulfilment of the condition precedent involving the Company obtaining a binding statement from a financial institution securing additional financing to be obtained by the Company.

The parties also undertook to discuss in good faith the protection of the interests of the Company’s minority shareholders being financial investors within the Company’s Supervisory Board.

The criterion adopted for the Agreement being deemed a material agreement is that its value exceeds 10% of the Company’s equity.

Legal basis for this report: paragraph 5 point 3 of the Minister of Finance Regulation of 19 February 2009 on current and periodic information to be provided by issuers of securities and conditions for deeming it equivalent to the information required by provisions of law of a state that is not a member state.