ANNOUNCEMENT OF CONVOCATION OF THE

EXTRAORDINARY SHAREHOLDER MEETING OF PKP CARGO S.A.

The Management Board of PKP CARGO S.A. with its registered office in Warsaw at ul. Grójecka 17, 02-021 Warsaw, entered in the Register of Commercial Undertakings by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under file number KRS 0000027702, taxpayer identification no. NIP 954-238-19-60, with the share capital of PLN 2,239,345,850 (paid up in full) (hereinafter: "Company"), acting pursuant to Article 399 § 1 in conjunction with Articles 398, 4021 and 4022 of the Commercial Company Code, hereby convenes the:

EXTRAORDINARY SHAREHOLDER MEETING OF

PKP CARGO S.A.

(hereinafter: "Shareholder Meeting")

to be held on

18 April 2024 at 11:00 a.m. in the Company's head office in Warsaw at ul. Grójecka 17

As at the date of convocation of the Shareholder Meeting, i.e. as at 22 March 2024, the total number of shares in PKP CARGO S.A. is 44,786,917.

Attached to these shares are 44,786,917 votes in total.

AGENDA OF THE MEETING:

  • 1. Open the Extraordinary Shareholder Meeting.

  • 2. Prepare an attendance record.

  • 3. Adopt a resolution to appoint Chairperson of the Extraordinary Shareholder Meeting.

  • 4. Assert that the Extraordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.

  • 5. Adopt the meeting agenda.

  • 6. Adopt a resolution to approve the execution, with the consortium of audit firms, Grant Thornton Polska P.S.A. and Grant Thornton Frąckowiak P.S.A., of Annex 2 to Agreement No. 5700030769 for the audit and review of standalone and consolidated financial statements for 2021-2025.

  • 7. Adopt A resolution to amend the Articles of Association of PKP CARGO S.A.

  • 8. Other business.

  • 9. Adjourn the meeting.

Pursuant to Article 4022 of the Commercial Company Code, the Company is required to present the following information regarding participation in the Shareholder Meeting.

I. Right to participate in the Shareholder Meeting

Pursuant to Article 4061 § 1 of the Commercial Company Code, entitled to participate in theShareholder Meeting are only those persons who are Company shareholders sixteen days prior to the date of the Shareholder Meeting ("date of registration for the Shareholder Meeting"), i.e. as at 2 April 2024.

Pledgees and users holding voting rights are entitled to participate in the Shareholder Meeting if the establishment of a limited right in rem for them is registered in the securities account on the date of registration for the Shareholder Meeting.

In order to secure participation in the Shareholder Meeting, a shareholder entitled under book- entry bearer shares or a pledgee or user (hereinafter jointly: "shareholder" or "shareholders") should request, not earlier than after the announcement of convocation of the Shareholder Meeting, i.e. not earlier than on 22 March 2024 and not later than on the first business day following the date of registration for the Shareholder Meeting, i.e. not later than on 3 April 2024, from the entity keeping his/her/its securities account to issue a name-bearing certificate of entitlement to participate in the Shareholder Meeting.

The list of shareholders entitled to participate in the Shareholder Meeting will be available at the Company's head office in Warsaw at ul. Grójecka 17 during the three days preceding the date of the Shareholder Meeting, i.e. on 15, 16 and 17 April 2024, from 9:00 a.m. to 4:00 p.m. A shareholder may request that the list of shareholders entitled to participate in the Shareholder Meeting be sent to him/her/it free of charge by e-mail to the address of his/her/its choice. Such request may be submitted electronically to the following e-mail address:NWZ.18.04.2024@pkpcargo.com. When requesting that the list of shareholders be made available for inspection or sent, the shareholder will be required to prove his/her/its identity and status of a shareholder, as described in section III.

The Company, based on the list of shareholders entitled to participate in the Shareholder Meeting obtained from the Central Securities Depository (KDPW) and the list of shareholders who may have submitted their share certificates to the Company's head office, will verify the rights to participate in the Shareholder Meeting of the respective shareholder. In order to perform the correct verification, the Company may contact the shareholder or his/her/its proxy.

The persons authorized to participate in the Shareholder Meeting will be able to receive voting devices/cards on the date of the Shareholder Meeting in the meeting room, starting on 9:00 a.m. after a prior registration of their attendance.

II.

Right to participate in the Shareholder Meeting by proxy

A shareholder may participate in the Shareholder Meeting and exercise his/her/its right to vote in person or by proxy.

A shareholder's proxy shall exercise all rights of a shareholder at the Shareholder Meeting unless set forth otherwise in the proxy instrument. A proxy may grant further proxy rights if such powers arise from the proxy instrument. A proxy may represent more than one shareholder and vote differently from each share. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of his/her/its accounts.

An instrument of proxy to participate in the Shareholder Meeting and exercise voting rights must be executed in writing or in electronic form. Starting on the date of publication of this announcement on its website atwww.pkpcargo.com,the Company will make available for downloading a form containing such instrument of proxy. The use of the form is not mandatory.

The execution of an instrument of proxy in electronic form should be notified to the Company by means of electronic communication. Proxy powers granted in an electronic form does not require a qualified signature. Together with the notification of the execution of an instrument of proxy in electronic form, the shareholder or proxy shall send a scanned copy of the executed instrument of proxy and:

  • 1) scans of the following documents:

    • a) if the shareholder is not a natural person - the original or a copy of an extract from the relevant register or any other document confirming the existence of such shareholder and the right of its representative(s) to represent it;

    • b) if the shareholder is represented by a proxy who is not a natural person - the original or a copy of an extract from the relevant register or any other document confirming the existence of such proxy and the right of its representative(s) to represent it;

  • 2) identification details:

    • a) if the shareholder is a natural person - identification details of the shareholder, including his/her first and last name, e-mail address and telephone number;

    • b) if the proxy is a natural person - identification details of the proxy, including his/her first and last name, e-mail address, telephone number and ID card number or PESEL number (in accordance with the identification details used in the document of proxy).

In the case of foreign entities in whose country of registered office the relevant registers are not kept, instead of the original or a copy of an extract from the register referred to above, such entity should submit originals or copies of documents confirming its existence and the right of its representative(s) to represent it.

In the event of doubt as to the authenticity of the copies of the documents referred to above, the Company or the person(s) appointed by the Company to register its shareholders may request, before the commencement of the Shareholder Meeting, that the originals be presented of the pertinent documents or notarized copies thereof or copies certified for compliance with the original by a notary or by another authorized entity and that the Company be allowed to make and keep copies thereof. In the event of failure to present such originals or allow the Company to make and keep copies thereof, such shareholder or proxy may be denied participation in the Shareholder Meeting.

If the instrument of proxy to participate in the Shareholder Meeting and exercise voting rights, as executed by a shareholder, is conditional, then the Company or the person(s) appointed by the Company to register its shareholders may request evidence that the relevant condition has been satisfied.

All the above documents or information (including an apostille, if necessary) should be sent to the e-mail addressNWZ.18.04.2024@pkpcargo.com not later than 12:00 noon on the business day preceding the date of the Shareholder Meeting, i.e. 17 April 2024 (failure to meet the deadline for notifying the Company of the execution of an instrument of proxy in electronic form shall not preclude the proxy from participating in the Shareholder Meeting on the basis of an instrument of proxy executed in writing). The notification of granting proxy powers in electronic form should include at least the name or first name and surname of the principal, its telephone number and e-mail address, as well as the name or first name and surname of the proxy, its telephone number and e-mail address.

Along with the notification of granting proxy powers, a shareholder/proxy will send to the Company a scan of the granted proxy powers containing at least the following details: the name or first name and surname of the principal, the name or first name and surname of the proxy, ID card or passport number or PESEL number (or another corresponding number issued to a foreigner) of the proxy who is a natural person, explicit authorization for the proxy to representthe principal at the Shareholder Meeting and exercise the voting right along with the date of the Shareholder Meeting, the number of shares under which the voting right will be exercised, the proxy's e-mail address, the date of granting the proxy powers and the signature of the shareholder.

The Company shall be entitled to verify any submitted notifications and take actions aimed at identifying the shareholder and the proxy and at confirming appropriate authorization. Such verification may consist, in particular, of a reply question asked over the telephone or e-mail of the shareholder or the proxy. The above rules shall apply accordingly to a change or revocation of an executed instrument of proxy. Notifications on the appointment or dismissal of a proxy that fail to meet the above requirements shall not produce any legal effects for the Company.

The selection of the method of appointment of a proxy shall be at the discretion of the shareholder. The Company shall not be liable for any errors in the completion of an instrument of proxy or any actions of persons using an instrument of proxy. A proxy appearing at the Shareholder Meeting shall be required to present, at the request of the Company or the person(s) appointed to register its shareholders, the originals of the documents attached to the said notification.

The above rules shall apply accordingly to representatives of legal persons.

At the same time, the PKP CARGO S.A. Management Board hereby announces that if a shareholder grants the powers of proxy and voting instructions, the Company will not verify whether proxies exercise voting rights in accordance with the instructions received from the shareholders. Accordingly, the PKP CARGO S.A. Management Board announces that the voting instructions should be provided to the proxy only.

If proxy powers are granted to a further proxy then an uninterrupted sequence of proxy powers should be presented together with the documents indicating the authorization to act on behalf of the previous proxies.

The rules described above do not release a proxy from the obligation to present, during the preparation of the attendance record of the persons authorized to participate in the Shareholder Meeting, all the documents used to identify him/her (identity card/passport) and the proxy document (sequence of proxy documents) with its/their copies.

The above rules shall apply accordingly to notifications on the revocation of a proxy.

If a proxy is appointed in writing, the proxy is required to provide the Company with the original proxy document.

III.

Shareholders' right to request the inclusion of specific business in the agenda of the Shareholder Meeting

The Company's shareholder(s) representing at least one-twentieth of the share capital may request the inclusion of specific business in the agenda of the Shareholder Meeting. Such request, containing the reasons or a draft resolution concerning the proposed item of the agenda, should be submitted to the Company's Management Board not later than 21 days prior to the date of the Shareholder Meeting, i.e. by end-of-day on 28 March 2024. Such request may be submitted in electronic form to the following e-mail addressNWZ.18.04.2024@pkpcargo.com or in writing to the following address: PKP CARGO S.A. Management Board, ul. Grójecka 17, 02-021 Warsaw.

A shareholder or shareholders should demonstrate that they hold the appropriate number of shares as at the date of submitting the request, while attaching to the request a deposit certificate(s) or a registered certificate of the right to participate in the Shareholder Meeting or any other document equivalent to such certificate. Additionally, in the event of:

  • 1) shareholders who are legal persons and organizational units without legal personality but who are awarded legal capacity by the act - a document confirming the authorization to act on behalf of that entity should be attached along with a copy of an extract from the relevant register or another document confirming that the natural person(s) is authorized to represent the shareholder (e.g. uninterrupted sequence of proxy documents). If a shareholder is not under an obligation to be entered in the register then its representatives should attach a different document confirming that the principal exists;

  • 2) a request submitted by a proxy - a proxy document should be attached to a notification of such a request, signed by the shareholder (or an uninterrupted sequence of proxy documents) and in the event of a proxy other than a natural person - a copy of an extract from the relevant register confirming that the signatory is authorized to act on the proxy's behalf.

IV.

Shareholders' right to propose draft resolutions

The Company's shareholder(s) representing at least one-twentieth of the share capital may, prior to the date of the Shareholder Meeting, submit draft resolutions on the business included in the agenda of the Shareholder Meeting or business to be added to the agenda. Such submission may be made in electronic form to the e-mail address:NWZ.18.04.2024@pkpcargo.com or in writing to the mailing address: Management Board of PKP CARGO S.A., ul. Grójecka 17, 02-021 Warsaw.

A shareholder or shareholders should demonstrate that they hold the appropriate number of shares as at the date of submitting the request, while attaching to the request a registered certificate of the right to participate in the Shareholder Meeting or any other document equivalent to such certificate. Additionally, in the event of:

  • 1) shareholders who are legal persons and organizational units without legal personality but who are awarded legal capacity by the act - an authorization to act on behalf of that entity should be attached along with a copy of an extract from the relevant register or another document confirming that the natural person(s) is authorized to represent the shareholder (e.g. uninterrupted sequence of proxy documents). If a shareholder is not under an obligation to be entered in the register then its representatives should attach a different document confirming that the principal exists;

  • 2) a request submitted by a proxy - a proxy document should be attached to a notification of such a request, signed by the shareholder (or an uninterrupted sequence of proxy documents) and in the event of a proxy other than a natural person - a copy of an extract from the relevant register confirming that the signatory is authorized to act on the proxy's behalf.

All drafts should be presented in the Polish language and, in accordance with § 12 section 1 of the Bylaws of the PKP CARGO S.A. Shareholder Meeting should be submitted no later than 3 business days prior to the Shareholder Meeting, that is by 15 April 2024.

Every shareholder may, during the Shareholder Meeting, submit draft resolutions on matters included in the agenda. Every shareholder has the right to propose amendments or additions to the draft resolutions included in the agenda of the Shareholder Meeting until the completion of the discussion on the item on the agenda pertaining to the draft resolution affected by such proposal.

V.

Shareholders' right to ask questions regarding matters included in the agenda of the Shareholder Meeting

During the Shareholder Meeting, a shareholder has the right to ask questions and participate in the discussion in accordance with the rules laid down in the Bylaws of the PKP CARGO S.A. Shareholder Meeting and the right to request information about the Company. If justified for the assessment of specific business included in the agenda, the PKP CARGO S.A. Management Board is required to provide the shareholder with the requested information. The PKP CARGO S.A. Management Board may refuse to provide such information to the shareholder in writing or refuse to provide information if this might cause damage to the Company, a related company or a subsidiary company, especially through the disclosure of any trade secrets. A member of the PKP CARGO S.A. Management Board may also refuse to provide information if the provision of such information might result in his or her criminal, civil or administrative liability. An answer is deemed to be provided if pertinent information is available on the Company's website in a place set aside for shareholders to ask questions and provide answers,

that is athttps://www.pkpcargo.com/relacje-inwestorskie/walne-zgromadzenia/. The PKP CARGO S.A. Management Board may provide information in writing outside the Shareholder Meeting if there are important reasons for doing so, in which case the PKP CARGO S.A. Management Board will provide information no later than within two weeks from the date of submission of the request during the Shareholder Meeting.

The Shareholder Meeting will be recorded and broadcast online.

VI. Electronic communication and information on the method of exercising voting rights by mail

It will not be possible to participate in or speak during the Shareholder Meeting by means of electronic communication.

The Company does not permit the casting of votes by mail or by means of electronic communication.

VII.

Access to documentation

The full text of the documentation to be presented to the Shareholder Meeting together with the draft resolutions shall be made available on the Company's website and at its head office from

the date of convocation of the Shareholder Meeting. Any comments from the PKP CARGO S.A. Management Board or the PKP CARGO S.A. Supervisory Board regarding the business included in the agenda of the Shareholder Meeting or business to be added to the agenda prior to the date of the Shareholder Meeting shall be made available on the Company's website immediately after their preparation.

VIII.

Website

Information and documentation regarding the Shareholder Meeting are available on the websitewww.pkpcargo.com in the Investor Relations/Shareholder Meetings tab.

IX.

General information

The Shareholder Meeting will be broadcast online in real time. A link to the broadcast will be provided on the Company's website in the Investor Relations tab. No audio or video record of the Shareholder Meeting will be published on the Company's website.

Along with the documents sent by the shareholder electronically, whose original copies have been drawn up in a language other than the Polish language, a shareholder will send them a translation into the Polish language prepared by a sworn translator.

All documents a shareholder sends to PKP CARGO S.A., and the Company sends to a shareholder electronically should take the form of a scan in the PDF or JPEG format.

The registration of shareholders will begin two hours before the Shareholder Meeting is commenced, i.e. on 18 April 2024 from 9:00 a.m.

Please remember to bring an identification document with you to be admitted to participation in the Shareholder Meeting.

Entities representing a larger number of shareholders are requested to grant proxy powers electronically, if possible, and send the scanned documents to the following e-mail address:NWZ.18.04.2024@pkpcargo.com In order to increase efficiency of the registration process, we would also like to ask you to prepare, where possible, a list of the entities represented by the proxy in alphabetical order, stating the number of votes to which they are entitled.

Any matters not covered herein shall be governed by generally applicable provisions of law, including, in particular, provisions of the Commercial Company Code, the Company's Articles of Association and the Bylaws of the Company's Shareholder Meeting.

X.

Disclosure clause for PKP CARGO S.A. shareholders who are natural persons and proxies of shareholders

In connection with the convocation of the Shareholder Meeting, PKP CARGO S.A. will process the personal data of the shareholders, the proxies authorized to vote, other persons authorized to exercise voting rights at the Shareholder Meeting and the personal data disclosed during the Shareholder Meeting (hereinafter jointly referred to as "you"). In connection with the above, pursuant to Article 13 of the General Data Protection Regulation (GDPR) of 27 April 2016 (OJ L 119 of 04.05.2016), please be advised that:

1)The Controller of your personal data is PKP CARGO S.A. with its registered office at: 02- 021 Warsaw, ul. Grójecka 17;

2) You may contact your Personal Data Inspector by e-mail atiod@pkpcargo.com or by telephone at (22) 391-46-65;

3)Your personal data will be processed (i) to enable your participation in the Shareholder Meeting, including to prepare and store the list of shareholders and the Shareholder Meeting attendance record, or to enable voting, or (ii) in connection with a contact with the Company for purposes related to the Shareholder Meeting including e.g.: a request to provide a list of shareholders authorized to take part in the Shareholder Meeting or a list of shareholderspresent at the Shareholder Meeting, submitting a request to provide copies of motions regarding the business placed on the Shareholder Meeting's agenda, submitting a request to convene the Shareholder Meeting, submitting a motion to place specified business in the agenda of the Shareholder Meeting, or submitting a draft resolution of the Shareholder Meeting;

  • 4) The grounds for processing the personal data includes:

    a)compliance with legal obligations (Article 6(1)(c) GDPR) related to Article 407 § 1 of the Commercial Company Code and §3-§8 of the Bylaws of the Shareholder Meeting of PKP CARGO Spółka Akcyjna;

    b) legitimate interests of PKP CARGO S.A. (Article 6(1)(f) GDPR) - in order to contact the Shareholders and handle, pursue and defend against the possible mutual claims;

  • 5) The Company processes your (i) personal data, such as name, surname, telephone number, residential address or service address, (ii) data contained in proxy documents, including the PESEL number or ID document number, (iii) data about shares and rights arising therefrom, such as: the number, type and serial numbers of shares and the number of ensuing votes and (iv) in cases where you contact the Company electronically - your e-mail address;

  • 6) Your personal data may be collected by the Company from the entities running the securities depository and also from other shareholders - with respect to the provision of data contained in the granted proxy documents, especially in connection with the need to demonstrate the shareholder's status, holding an appropriate number of shares, voting rights or the right to represent the shareholder;

  • 7) Your personal data contained in (i) the list of shareholders, the attendance record and the proxy documents are stored for the period of the Company's existence and may then be transferred to an entity designated to store documents in accordance with the provisions of the Commercial Company Code; (ii) personal data related to contact by e-mail are stored for a period allowing the Company to demonstrate that it has fulfilled its obligations under the provisions of the Commercial Company Code or for the period of limitation of the possible claims raised by the Company or against the Company;

  • 8) Your personal data will not be transferred to a third country or international organization within the meaning of GDPR;

  • 9) Your personal data will be addressed solely by the entities authorized to obtain such personal data based on the provisions of law, in particular by the entities providing services to conduct the Shareholder Meeting, including IT services, security services, legal services and the shareholders who file a request to browse the list of shareholders, issue an official copy of such a list or send the list by e-mail;

  • 10) You have the right to demand, from the controller, access to the personal data, the right to correct them, remove them or limit the processing, the right to object to the processing and the right to transfer the data;

  • 11) You have the right to lodge a complaint in connection with the personal data processing to the regulatory body, i.e. President of the Personal Data Protection Office;

  • 12) Your personal data will not be subject to automated decision-making or profiling;

13) Provision of personal data is voluntary, however a failure to provide them may result in the

Company being unable to provide you with the requested information or to allow you to participate in the Shareholder Meeting.

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PKP Cargo SA published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 10:17:29 UTC.