11/2019 - Information about convening the Extraordinary General Meeting of Trakcja PRKiI S.A. along with draft resolutions

11/2019 - Information about convening the Extraordinary General Meeting of Trakcja PRKiI S.A. along with draft resolutions

The Management Board of Trakcja PRKiI Spółka Akcyjna with its registered office in Warsaw (address: Złota 59 St., XVIII floor, 00-120 Warsaw), entered in the Register of Entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, XII Department Gospodarczy of the National Court Register under number 0000084266, with share capital PLN 41.119.638,40 - fully paid-up (hereinafter: "Company"), acting pursuant to art. 398 and art. 399 § 1 in connection with art. 4021 and 4022 of the Code of Commercial Companies and Art. 8 sec. 2 and art. 10 of the Company Statute, convenes the Extraordinary General Meeting of Trakcja PRKiI S.A. as at June 28, 2019 at 9:00 in Warsaw, in the Chicago hall at the Polonia Palace Hotel, Al. Jerozolimskie 45, with the following agenda:

1) Opening of the Extraordinary General Meeting and adoption of a resolution regarding the election of the Chairman;
2) Confirmation of the correctness of the convening of the Extraordinary General Meeting of Shareholders and its power to adopt resolutions; checking of the attendance list;
3) Adoption of a resolution on the agenda;
4) Adoption of a resolution regarding the increase of the Company's share capital through the issue of series B ordinary bearer shares and ordinary C series shares by private subscription excluding the pre-emptive rights of existing shareholders, dematerialisation and applying for admission to trading on a regulated market operated by Warsaw Stock Exchange rights to series B shares, series B shares, series C shares and amendments to the Articles of Association;
5) Adoption of a resolution regarding the amendment of the Articles of Association of the Company;
6) Conclusion of the Extraordinary General Meeting of Shareholders.

§ Registration date of attendance at the Extraordinary General Meeting of Shareholders
The attendance at the Extraordinary General Meeting of Shareholders shall be registered by 12 June 2019 (hereinafter the “Registration Date”).

§ Information on the right to attend the Extraordinary General Meeting of Shareholders
The right to attend the Extraordinary General Meeting of Shareholders shall only be available to persons, who are shareholders of Trakcja PRKiI S.A. at the Registration Date.

In order to exercise the right to attend, a holder of the Company’s dematerialised shares should request, no earlier than after the announcement of the convening of the Extraordinary General Meeting of Shareholders and no later than on the first weekday following the Registration Date, that the entity maintaining the securities account issue a registered certificate confirming its right to attend the Extraordinary General Meeting of Shareholders.

The list of shareholders entitled to participate in the Extraordinary General Meeting of Shareholders shall be determined by the Company on the basis of the list prepared by the securities depository in accordance with the regulations on trading in financial instruments. The securities depository shall prepare such a list on the basis of lists provided no later than 12 days before the Extraordinary General Meeting of Shareholders by the authorised entities, in accordance with the regulations on trading in financial instruments. The lists provided to the securities depository shall be prepared on the basis of the certificates confirming the right to attend the Extraordinary General Meeting of Shareholders. The Company’s shareholders may require that a list of shareholders entitled to participate in the Extraordinary General Meeting of Shareholders be sent to them free-of-charge by e-mail, to the e-mail addresses provided by them for that purpose. Such a request may be sent in an electronic form to the following e-mail address: walne@grupatrakcja.com.
Holders of registered shares and temporary certificates, as well as pledgees and users, who have the right to vote, shall have the right to attend the Extraordinary General Meeting of Shareholder, if they are entered in the share register at the Registration Date.

The list of shareholders entitled to attend the Extraordinary General Meeting of Shareholders shall be submitted to the Company’s registered office located at ul. Złota 59, 18th floor, 00-120 Warsaw, between 8:00 am and 4:00 pm, three days before the Extraordinary General Meeting of Shareholders, i.e. on 25 June 2018, 26 June 2018 and 27 June 2018.

The persons entitled to attend the Ordinary General Meeting of Shareholders are requested to register and collect their voting cards directly before the commencement thereof.

Any electronic correspondence between shareholders and the Company shall be sent to and from the following e-mail address: walne@grupatrakcja.com.

§ Shareholder’s right to request that certain issues be included in the agenda of the Extraordinary General Meeting of Shareholders

A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues be included in the agenda of the Extraordinary General Meeting of Shareholders. Such a request shall be submitted to the Company’s Management Board no later than twenty one days before the General Meeting of Shareholders (by 7 June 2019). The request shall include a justification or draft resolutions regarding the proposed item of agenda. The request shall be accompanied by the documents confirming the right to make such a request. The request shall be made in writing or in an electronic to following e-mail address: walne@grupatrakcja.com.

§ Shareholder’s right to submit draft resolutions regarding the issues included in the agenda of the Extraordinary General Meeting of Shareholders or the issues to be included in the agenda before the Extraordinary General Meeting of Shareholders

Prior to the date of the Extraordinary General Meeting of Shareholders, a shareholder or shareholders representing at least one twentieth of the Company’s share capital may submit in writing or by means of electronic at walne@grupatrakcja.com, draft resolutions regarding the issues included in the agenda of the Extraordinary General Meeting of Shareholders or the issues to be included therein. They shall be enclosed with the documents confirming the right to submit such resolutions. Draft resolutions shall be announced immediately by the Company on its website.

§ Shareholder’s right to submit draft resolutions regarding the issues included in the agenda during the Extraordinary General Meeting of Shareholders
During the Extraordinary General Meeting of Shareholders, each shareholder may submit draft resolutions regarding the issues included in the agenda.

§ Exercising the right to vote through a proxy
Any shareholder being a natural person may attend the Extraordinary General Meeting of Shareholders and exercise the right to vote in person or through a proxy. Any shareholder other than a natural person may attend the Extraordinary General Meeting of Shareholders and exercise the right to vote through a person authorised to make binding statements on its behalf or through a proxy.
A proxy shall exercise all the rights of a shareholder at the Extraordinary General Meeting of Shareholders, unless otherwise provided in the authorisation granted. A proxy may grant further authorisations, if authorised to do so. A proxy may represent more than one shareholder and vote differently on their behalf. A shareholder in a public company, who holds shares on more than one securities account, may appoint separate proxies to exercise the rights from shares kept on each of such accounts.

A proxy to attend the Extraordinary General Meeting of Shareholders and to exercise the right to vote should be granted in writing or in an electronic form using the forms available at http://www.grupatrakcja.com. The proxy granted in writing should be sent to the Company in the original or as a certified copy.

A proxy authorising to participate and exercise the right to vote should be delivered at the latest at the Extraordinary General Meeting of Shareholders (by 8:00 am). The Company shall be notified of the granting of a proxy in an electronic form by means of electronic data transmission, to the following e-mail address: walne@grupatrakcja.com. The proxy shall be sent in such a way as to enable effective verification of its validity. For that reason, the proxy sent by e-mail should be scanned to a PDF file. Information about the granting of a proxy should include details of the proxy and the principal, including the following data:
- for natural persons: name (names), surname, series and number of ID card, address, telephone and e-mail address;
- for any other persons: name (business name), register number, address, telephone and e-mail address. For legal persons, the proxy should be enclosed with a copy from the relevant register, no older than 3-months, scanned to a PDF file. Information about the granting of a proxy should also specify its scope, that is indicate the number of shares from which the right to vote is to be exercised and the date of the Extraordinary General Meeting of Shareholder, at which such a right is to be exercised. The granting of a proxy in an electronic form does not require that it be signed using an advanced electronic signature.
The Company reserves the right to take measures in order to identify the shareholder and the proxy and to verify the validity of the proxy granted in an electronic form. The verification process may include the shareholder or the proxy being asked some questions by e-mail or phone in order to establish the fact of whether the proxy has been granted and in such a scope. If the shareholder or the proxy fails to confirm that the authorization has been granted or if the Company is not provided with answers to the asked questions at the latest at the Extraordinary General Meeting of Shareholders (by 8:00 am), the Company reserves the right to refuse to allow the proxy to participate in the Extraordinary General Meeting of Shareholders.

The written proxy (a series of proxies) granted by a shareholder other than a natural person should be enclosed with a copy from the relevant register (in the original or as a copy dully certified to be a true copy of the original), no older than 3 months, confirming the right to represent the shareholder.
A current copy from the commercial register for the shareholder other than a natural person should contain entries regarding persons granting the proxy on behalf of such a shareholder.
The management board members and employees of the Company may be proxies of a shareholder at the Extraordinary General Meeting of Shareholders.
If a proxy at the Extraordinary General Meeting of Shareholders is a management board member, supervisory board member, liquidator, employee of the Company or a member of its governing bodies, or a member of a company or a cooperative related to the Company, the proxy may be authorised to represent the shareholder exclusively at a given General Meeting of Shareholders. A proxy shall be obliged to disclose to the shareholder any circumstances indicating that there exists or may exist a conflict of interest. Granting further proxies shall be excluded. A proxy shall vote in accordance with the shareholder’s instructions.

§ Participation in the Extraordinary General Meeting of Shareholders by means of electronic data transmission

The Company does not provide for the possibility of participating in or expressing opinions at the Extraordinary General Meeting of Shareholders by means of electronic data transmission.

§ Exercising the right to vote by correspondence or by means of electronic data transmission

The Company does not provide for the possibility of exercising the right to vote by correspondence or by means of electronic data transmission.

§ Expressing opinions during the Extraordinary General Meeting of Shareholders by means of electronic data transmission

The Company does not provide for the possibility of expressing opinions at the Extraordinary General Meeting of Shareholders by means of electronic data transmission.

§ Access to documentation

The full text of documentation, which is to be presented at the Extraordinary General Meeting of Shareholders, its draft resolutions and further information are available from the convening of the Extraordinary General Meeting of Shareholders at the registered office of the Company at Złota 59 St., 18th floor, 00-120 Warsaw, or at the Company’s website, www.grupatrakcja.com, in the section: „Investor Relations\General Meeting\2019\The Extraordinary General Meeting 28.06.2019”. At the indicated address of the website there is also an information clause concerning the processing of personal data in connection with the convening, organization and conduct of the general meeting.

Any comments or opinions of the Company’s Management Board or Supervisory Board on the issues included in the agenda of the Extraordinary General Meeting of Shareholders or the issues to be included in the agenda before the Extraordinary General Meeting of Shareholders are made available at the Company’s website immediately upon their preparation.

In the attachment, the Management Board submits:
Draft resolutions of the Extraordinary General Meeting 28.06.2019
Opinion of the Management Board of Trakcja PRKil S.A. justifying the reason for the deprivation of shareholders of the pre-emptive right to Series B Shares and Series C Shares and the method of determining the issue price of these shares

Legal basis:

§ 19 item 1 point 1 and 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Journal of Laws of 2018, item 757)

 

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