Amendments to the agenda of the Ordinary Shareholder Meeting of PKP Cargo S.A. convened for 27 June 2024
The Management Board of PKP CARGO S.A. (“Company”) hereby reports that the agenda of the Ordinary Shareholder Meeting convened for 27 June 2024 (“OSM”) has been amended due to shareholders’ requests submitted pursuant to Article 401(1) of the Commercial Company Code by:
(I) Nationale-Nederlanden Otwarty Fundusz Emerytalny
The request concerns the addition of the following item to the OSM agenda:
1. “Adopt a resolution to set the rules and amounts for remunerating the PKP CARGO S.A. Supervisory Board members.”
(II) Polskie Koleje Państwowe S.A.
The request concerns the addition of the following items to the OSM agenda:
1. “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 2015.”
2. “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 2015.”
3. “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 2016.”
Accordingly, the Company’s Management Board, acting pursuant to Article 401(2) of the Commercial Company Code, has amended the OSM agenda by adding new items with the wording specified above, which in the OSM agenda will be numbered 15, 16, 17 and 18, while the existing agenda items 15 and 16 will be renumbered to 19 and 20.
Please be advised that the amended OSM agenda, having incorporated the said shareholder requests, will be 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 meeting agenda.
6. Review and approve (by way of a resolution) the Activity report of the PKP CARGO S.A. Supervisory Board for the year ended 31 December 2023.
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 2023 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 2023 prepared in accordance with EU IFRS.
9. Review and approve (by way of a resolution) the Management Board Report on the Activity of PKP CARGO S.A. and the PKP CARGO Group for 2023.
10. Review and approve (by way of a resolution) the Sustainability Report of the PKP CARGO Group for 2023.
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 2023 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 2023.
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 2023.
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 2023”.
15. Adopt a resolution to set the rules and amounts for remunerating the PKP CARGO S.A. Supervisory Board members.
16. Adopt resolutions on granting a discharge to the PKP CARGO S.A. Management Board Members on the performance of their duties in the financial year 2015.
17. Adopt resolutions on granting a discharge to the PKP CARGO S.A. Supervisory Board Members on the performance of their duties in the financial year 2015.
18. Adopt resolutions on granting a discharge to the PKP CARGO S.A. Management Board Members on the performance of their duties in the financial year 2016.
19. Other business.
20. Adjourn the meeting.
The shareholders’ requests to expand the OSM agenda along with the justifications and draft resolutions sent by the shareholders, have been attached to this report.
The remaining content of the announcement of convocation of the Ordinary Shareholder Meeting stays unchanged.
Detailed legal basis: §19(1)(3) of the Regulation issued by the Minister of Finance on 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 (Journal of Laws 2018.757 of 20 April 2018, as amended).