Consent given to enter into agreements with Forespo Poland S.A.

With reference to Current Report No. 46/2019 of 16 September 2019 and No. 43/2020 of 22 December 2020, the Management Board of PKP CARGO S.A. (“Company”, “PKP CARGO”) hereby reports that the Supervisory Board of PKP CARGO S.A. (“Supervisory Board”) has expressed its consent for the Company to enter into agreements with Forespo Poland S.A. (“Forespo”) regarding the purchase of real properties and movables of the former Fabryka Wagonów Gniewczyna S.A. and for PKP CARGO S.A. to incur liabilities in the total gross amount of EUR 7,380,000.00.

The Supervisory Board has consented to the following:

– purchase by PKP CARGO from Forespo of perpetual usufruct rights and ownership title to real properties for the total gross price of EUR 6,455,262.01;

– purchase by PKP CARGO from Forespo of movables of the former Fabryka Wagonów Gniewczyna S.A. for the total gross price of EUR 924,737.99;

– execution by PKP CARGO and Forespo (“Parties”) of a Conditional Real Property Purchase Agreement, a Conditional Preliminary Real Property Purchase Agreement and a Conditional Movable Property Purchase Agreement;

– execution by the Parties of a Real Property Ownership Transfer Agreement upon fulfillment of the conditions precedent specified in the Conditional Real Property Purchase Agreement and the Conditional Preliminary Real Property Purchase Agreement.

The Conditional Real Property Purchase Agreement will be executed on the condition precedent of the Tryńcza Municipality’s non-exercise of its right of first refusal arising from Article 109(1)(2) of the Act of 21 August 1997 on Real Estate Management (consolidated text: Journal of Laws of 2018, item 2204, as amended) with respect to two out of the seven Real Properties covered by the transaction.

The Final Real Property Purchase Agreement will be entered into upon fulfillment of the condition precedent provided for in the Preliminary Purchase Agreement.

The conditions precedent should be fulfilled by 31 December 2021 at the latest. Under the Final Real Property Purchase Agreement, a Movable Property Purchase Agreement will also be executed.

The execution of the Real Property Ownership Transfer Agreement will take place promptly after the fulfillment of all conditions precedent or upon their waiver by PKP CARGO, but no later than on 30 April 2022.

The total final gross purchase price of the real properties and movables covered by the Real Property Ownership Transfer Agreement is EUR 7,380,000.00.

Specific legal basis:
Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on Market Abuse