12/2016 - Information on convening an Annual General Meeting of Shareholders

The Management Board of Trakcja PRKiI Spółka Akcyjna with its registered office in Warsaw (address: ul. Złota 59, 18th floor, 00-120 Warsaw), registered as number 0000084266 with the business register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Department of the National Court Register, with the share capital of PLN 41,119,638.40 - fully paid up (hereinafter referred to as: "the Company") acting pursuant to art. 399 § 1 in conjunction with Articles 402¹ and 402² of the Commercial Companies Code and Article 8 paragraph 1 and Article 10 of the Company Statute (Articles of Incorporation), convenes an Annual General Meeting of Trakcja PRKiI S.A. to be held on 16 June 2016 at 9.00 a.m. in Warsaw, Chicago Room of the Polonia Palace Hotel, Al. Jerozolimskie 45, with the following agenda:

 

1. Opening the Meeting and adoption of a resolution on the election of the Chairperson;
2. Acceptance of correct convening the Annual General Meeting and its capacity to adopt resolutions, and checking the attendance list;
3. Adopting the resolution on adoption of the agenda;
4. Consideration and approval of the Supervisory Board's report covering the assessment of the reports referred to in points 5 and 6 of this agenda, assessment of the position of the Company and Grupa Trakcja, and evaluation of the proposal of the Management Board on the distribution of profit;
5. Consideration and adoption of a resolution on the approval of the Management Board activities during the period from 01 January 2015 to 31 December 2015 and the financial statements of the Company for the year that ended on 31 December 2015;
6. Consideration and adoption of a resolution on approving the consolidated financial statements of Grupa Trakcja for the year that ended on 31 December 2015 and the report on the activities of Grupa Trakcja in the period from 01 January 2015 to 31 December 2015;
7. Adopting a resolution on distribution of profit for 2015;
8. Adopting resolutions on granting discharge to the Management Board for the financial year that ended on 31 December 2015;
9. Adopting resolutions on granting discharge to the members of the Supervisory Board for the financial year that ended on 31 December 2015;
10. Adopting resolutions on the appointment of members of the Supervisory Board for the new joint term of office;
11. Adoption of the resolution on the remuneration for the Members of the Supervisory Board of the Company.
12. Closing the Annual General Meeting.

 

§ Date of Registration for participation in the Annual General Meeting

The date of registration for the Annual General Meeting is 31 May 2016 (hereinafter: "the Date of Registration").

§ Information on the right to participate in the Annual General Meeting

Only those entities/persons who are Trakcja PRKiI S.A. shareholders as of the Date of Registration have the right to participate in the Annual General Meeting.

To exercise the right to participate, an entity/person entitled under dematerialised shares of the Company should submit, not earlier than after the announcement of convening the Annual General Meeting and no later than on the first business day after the Registration Date, to the entity managing his/her/its securities account to issue a personal certificate of entitlement to participate in the Annual General Meeting.

The list of shareholders entitled to participate in the Annual General Meeting will be established by the Company based on a list drawn up by the entity operating the securities deposit in accordance with the regulations on trading in financial instruments. The entity operating the securities deposit shall prepare the list on the basis of lists submitted no later than twelve days prior to the date of the Annual General Meeting by authorized entities, in accordance with the regulations on trading in financial instruments. The basis for drawing up the list to be submitted to the entity operating the securities deposit are issued certificates of entitlement to participate in the Annual General Meeting of the Company. A shareholder of the Company may request that the list of shareholders entitled to participate in the Annual General Meeting be sent to him/her/it by email, stating the e-mail address to which the list should be sent. This request may be sent in electronic form to the e-mail address: sekretariat@grupatrakcja.com.

Holders of registered shares and interim certificates, and pledgees and usufructuaries who are entitled to vote, are entitled to participate in the Annual General Meeting if they are registered with the stock ledger as of the Registration Date.

The list of shareholders entitled to participate in the Annual General Meeting will be available at the Company's registered office at: ul. Złota 59, 18th floor, 00-120 Warsaw, Poland, from 8:00 till 16:00, for three days prior to the date of the Annual General Meeting, i.e. on 13 June 2016 (Monday), 14 June 2016 (Tuesday) and 15 June 2016 (Wednesday).

People entitled to attend the Annual General Meeting are requested to register and pick up voting cards immediately before the commencement of the meeting.

Electronic communication between shareholders and the Company is carried out via e-mail to: sekretariat@grupatrakcja.com.
 

§ Shareholder's right to request that specific issues be included in the agenda of the Annual General Meeting of Shareholders

A shareholder or shareholders representing at least one-twentieth of the share capital may request that specific issues be included in the agenda of the Annual General Meeting. The request of a shareholder or shareholders should be submitted to the Management Board of the Company not later than twenty-one days before the date of the General Meeting. The request should include grounds for the request or draft resolutions regarding the proposed agenda. The request must be accompanied by documents confirming the right to submit the request. The request may be submitted in writing or in electronic form using the application form at: http://www.grupatrakcja.com.

§ Shareholder's right to submit draft resolutions on issues included in the agenda of the Annual General Meeting or matters which are to be introduced to the agenda before the date of the Annual General Meeting

A shareholder or shareholders representing at least one-twentieth of the share capital of the Company may, before the date of the Annual General Meeting, submit to the Company in writing or electronically using the application form at: http://www.grupatrakcja.com draft resolutions concerning matters put on the agenda of the Annual General Meeting or matters to be put on the agenda. They must be accompanied by documents confirming the right to submit the request. The Company shall promptly publish the draft resolutions on its website.

§ Shareholder's right to submit draft resolutions concerning matters introduced to the agenda during the Annual General Meeting

Each shareholder may, during the Annual General Meeting, propose draft resolutions on issues included in the agenda.

§ Manner of exercising voting rights by proxy

A shareholder who is a natural person may participate in the Annual General Meeting and exercise his/her voting rights in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and exercise its voting right through a person authorized to make statements on its behalf, or by proxy.

A proxy may exercise all rights of the shareholder at the Annual General Meeting, unless the power of attorney provides for otherwise. A proxy may grant further proxies, if the power of attorney grants such a right. A proxy may represent more than one shareholder and vote differently for each shareholder. The shareholder of a public company holding shares that are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares held in each account.

A power of attorney to attend the Annual General Meeting and exercise voting rights should be granted in writing or electronically using the forms posted at: http://www.grupatrakcja.com. A power of attorney granted in writing should be sent to the Company as original or certified copy.

A power of attorney authorizing to participate and exercise voting rights must be served no later than on the date of the Annual General Meeting (until 8:00 a.m.). The Company should be notified of the fact of granting a power of attorney electronically, by means of electronic communication, by sending information via e-mail to: sekretariat@grupatrakcja.com. The power of attorney should be sent in such a way as to ensure effective verification of its validity. For this reason, the power of attorney sent by e-mail should be scanned into a PDF file. A notification on granting power of attorney should contain details of the proxy and the principal, indicating the following details:

- for natural persons: forename(s), surname, series and number of identity card, address, phone number, and e-mail address;

- for other entities: name (business name), number of registration with the relevant register, address, phone number and e-mail address. For legal persons, the power of attorney should be accompanied with a certified copy of an entry into the relevant register, scanned to a PDF file and not older than 3 months. The information on granting the power of attorney should also include its scope, i.e. specify the number of shares, on which voting right will be exercised, and the date of the Annual General Meeting, during which these rights will be exercised. Granting power of attorney in electronic form does not require a secure electronic signature.

The Company reserves the right to take action in order to identify the shareholder and the proxy, and verify the validity of a produced power of attorney granted in electronic form. The verification process may involve asking the shareholder or proxy about specific questions, electronically or by telephone, in order to determine the power of attorney and its scope. If a shareholder or proxy fails to confirm the fact of granting the power of attorney, or if the Company does not receive answers to the questions asked no later than on the date of the Annual General Meeting (until 8:00 a.m.), the Company reserves the right to refuse to allow the proxy to participate in the Annual General Meeting.

A written power of attorney (sequence of powers of attorney) granted by a shareholder that is not a natural person should be accompanied by a copy of the entry into the relevant register (original or a copy certified as true copy), not older than 3 months, confirming the right to represent the shareholder.

A current copy of the entry into register kept for a shareholder who is is not a natural person should contain entries relating to people granting the power of attorney on behalf of the shareholder who is not a natural person.

Members of the Management Board and employees of the Company may be proxies of a shareholder at the Annual General Meeting.

If a member of the Management Board, member of the Supervisory Board, liquidator, an employee of the Company or a member of governing bodies or employee of a company or cooperative that is subsidiary of the Company is a proxy at the Annual General Meeting, the power of attorney may authorize to represent only during one General Meeting. A proxy is obliged to disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. Granting further proxy is excluded. Such a proxy shall vote in accordance with instructions given by the shareholder.

§ Possibility and manner of participation in the Annual General Meeting using means of electronic communication

The Company does not allow for the possibility of participation and speaking during the Annual General Meeting by means of electronic communication.

§ Manner of voting by correspondence or by electronic means of communication

The Company does not allow for the possibility of voting by correspondence or by electronic means of communication.

§ Manner of speaking during the Annual General Meeting by means of electronic communication

The Company does not allow for the possibility of speaking during the Annual General Meeting by means of electronic communication.

§ Access to documentation

The full text of documents to be presented at the Annual General Meeting, draft resolutions and all information can be obtained, from the date of convening the Annual General Meeting, at the registered office of the Company at ul. Złota 59, 18th floor, 00-120 Warsaw, Poland, or on the Company website in the section "Relacje Inwestorskie\Walne Zgromadzenie\2016\Zwyczajne Walne Zgromadzenie 16.06.2016".

Comments of the Management Board or the Supervisory Board regarding issues put on the agenda of the General Meeting or matters to be put on the agenda before the date of the Annual General Meeting will be available on the Company website immediately after being drawn up. 

§ Candidates for Supervisory Board members

Each candidate for the Supervisory Board to be elected for the new joint term of office is obliged to submit to the Company the following documents, no later than at the end of the Annual General Meeting on 16.06.2016:

- written statement concerning, among other things, consent to take the function of a member of the Supervisory Board, meeting the criteria of independence and no running a competitive business (please use the model statement posted on the Company website at www.grupatrakcja.com in section "Relacje Inwestorskie\Walne Zgromadzenie\2016\Zwyczajne Walne Zgromadzenie 16.06.2016”), and

- CV containing information about education, qualifications and previous positions, and a career overview.

 

Legal basis:

Section 38 paragraph 1 subparagraph 1 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing information required by laws of non-member states as equivalent.

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