Amendments to the agenda for the Ordinary Shareholder Meeting of PKP CARGO S.A. made at the request of shareholders, with draft resolutions
The Management Board of PKP CARGO S.A. (“Company”), in reference to Current Report No. 21/2023 of 2 June 2023, hereby reports that it has received from the Company’s shareholders:
– Polskie Koleje Państwowe S.A. – pursuant to Article 401 § 1 of the Commercial Company Code (“CCC”), a request to place the following item in the agenda of the Ordinary Shareholder Meeting of the Company convened for 29 June 2023 (“OSM”):
“Adopt resolutions to amend the Articles of Association of PKP Cargo S.A.”
– Nationale-Nederlanden Otwarty Fundusz Emerytalny – pursuant to Article 401 § 1 of the Commercial Company Code, a request to place the following item in the agenda of the Ordinary Shareholder Meeting:
„Adopt a resolution to set the rules and amounts for remunerating the PKP CARGO S.A. Supervisory Board members”
In connection with the above, acting pursuant to Article 401 § 2 of the Commercial Company Code, the Company’s Management Board hereby notifies an amendment to the agenda of the Ordinary Shareholder Meeting in which new items 15 and 16 are added to the agenda. The previous items 15 and 16 will not be designated as items 17 and 18.
After the amendments, the updated agenda of the Ordinary Shareholder Meeting now reads as follows:
1. Open the Ordinary Shareholder Meeting.
2. Prepare the attendance record.
3. Adopt a resolution to appoint the Chairperson of the Ordinary Shareholder Meeting.
4. Assert that the Ordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
5. Adopt the agenda of the meeting.
6. Review and approve (by way of a resolution) the Activity report of the PKP CARGO S.A. Supervisory Board as the Company’s corporate body and assessment of the Company’s standing, taking into account the assessment of the internal control, risk management and compliance systems and the internal audit function for the year ended 31 December 2022.
7. Review and approve (by way of a resolution) the Standalone Financial Statements of PKP CARGO S.A. for the financial year ended 31 December 2022 prepared in accordance with EU IFRS.
8. Review and approve (by way of a resolution) the Consolidated Financial Statements of the PKP CARGO Group for the financial year ended 31 December 2022 prepared in accordance with EU IFRS.
9. Review and approve (by way of a resolution) the Management Board Report on the activity of the PKP CARGO Group for 2022.
10. Review and approve (by way of a resolution) the Sustainability Report of the PKP CARGO Group for 2022.
11. Adopt a resolution to distribute the profit presented in the Standalone Financial Statements of PKP CARGO S.A. for the financial year ended 31 December 2022 prepared in accordance with EU IFRS.
12. Adopt resolutions to grant a discharge to the PKP CARGO S.A. Management Board Members on the performance of their duties in the financial year 2022.
13. Adopt resolutions to grant a discharge to the PKP CARGO S.A. Supervisory Board Members on the performance of their duties in the financial year 2022.
14. Adopt a resolution to issue an opinion on the “Report on compensation disbursed to Members of the PKP CARGO S.A. Management Board and Supervisory Board in 2022”.
15. Adopt resolutions to amend the Articles of Association of PKP CARGO S.A.
16. Adopt a resolution to set the rules and amounts for remunerating the PKP CARGO S.A. Supervisory Board members.
17. Other business.
18. Adjourn the meeting.
The Management Board of the Company attaches to this report the letters from shareholders containing the requests to update the agenda of the Company’s Ordinary Shareholder Meeting with the justifications and the wording of the draft resolutions submitted by the shareholders.
Detailed legal basis:
§19(1)(3) and (4) of the Finance Minister’s Regulation of 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.