Information about filing of claims to declare the invalidity of resolutions adopted by the PKP CARGO S.A. ESM on 29 September 2015
Legal basis (selected in ESPI): Article 56 Section 1 Item 2 of the Act on Offering – current and periodic information
The Management Board of PKP CARGO S.A. (“Company”, “PKP CARGO”) hereby announces, that it has become aware that three claims were filed with the Regional Court in Warsaw, 16th Commercial Division, to declare invalidity of certain resolutions adopted by the PKP CARGO Extraordinary Shareholder Meeting on 29 September 2015 (“Company’s Extraordinary Shareholder Meeting”) and that the aforementioned Court is conducting the following proceedings:
1) case filed by Mr. Krzysztof Czarnota against the Company to declare the invalidity of the resolutions adopted by the Company’s Extraordinary Shareholder Meeting no. 14/2015 in the matter of amendment of § 14 of PKP CARGO’s Articles of Association and no. 15/2015 in the matter of amendment of § 19 of the Company’s Articles of Association (case file no.: XVI GC 1091/15);
2) case filed by Mr. Marian Kogut against the Company to declare the invalidity of the resolutions adopted by the Company’s Extraordinary Shareholder Meeting no. 12/2015 in the matter of changes to the PKP CARGO Supervisory Board based on which Mr. Krzysztof Czarnota was dismissed from the Company’s Supervisory Board (case file no.: XVI GC 1092/15);
3) case filed by Mr. Krzysztof Czarnota against the Company to declare the invalidity of the resolutions adopted by the Company’s Extraordinary Shareholder Meeting no. 12/2015 in the matter of changes to the PKP CARGO Supervisory Board based on which Mr. Krzysztof Czarnota was dismissed from the Company’s Supervisory Board (case file no.: XVI GC 1093/15).
At the same time the PKP CARGO Management Board explains that the adoption and contents of the aforementioned Extraordinary Shareholder Meeting resolutions were published in the Company’s current reports no. 50/2015 and 51/2015 of on 29 September 2015.
In addition, the PKP CARGO Management Board points out that on 22 October 2015 the District Court for the capital city of Warsaw in Warsaw, 7th Commercial Division of the National Court Register, entered in the register of entrepreneurs of the National Court Register the amendments of the Company’s Articles of Association following from the Company’s Extraordinary Shareholder Meeting resolutions no. 14/2015 and 15/2015, pertaining to modification of § 14 and § 19 of PKP CARGO’s Articles of Association, respectively, which the Company announced in current report no. 54/2015 of 23 October 2015. As a consequence, despite the filing of the aforementioned claim by Mr. Krzysztof Czarnota (item 1 above), the amendments to PKP CARGO’s Articles of Association made by the Company’s Extraordinary Shareholder Meeting have come into force and remain effective.
In addition, the PKP CARGO Management Board announces that on 11 January 2016, on the basis of a motion filed by an eligible Company shareholder, a PKP CARGO Extraordinary Shareholder Meeting was convened for 8 February 2016, with the agenda comprising, among other things, adoption of resolutions on amendment of § 14 and § 19 of the Company’s Articles of Association. The announcement convening of the said PKP CARGO Shareholder Meeting, the intended amendments to the Company’s Articles of Association and the draft resolutions were published in the Company’s current report no. 4/2016 of 11 January 2016, and uploaded on the PKP CARGO website at: https://www.pkpcargo.com in the “Investor Relations” / “Shareholder Meetings” tab.
Legal basis:
§ 38 Section 1 Item 10 of Finance Minister’s Regulation of 19 February 2009 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 (consolidated version Journal of Laws of 2014 No. 133).