Registration of an amendment to PKP CARGO S.A.’s Articles of Association
The Administrator of the sanation estate of PKP CARGO S.A. under restructuring (the “Company”), with reference to current report No. 134/2025 of December 29, 2025, hereby announces that today an amendment to the Company’s Articles of Association was entered in the National Court Register. The amendment to the Articles of Association was made pursuant to Resolution No. 2/2025 of the Extraordinary General Meeting of PKP CARGO S.A. under restructuring, which was held on December 29, 2025.
Pursuant to the above-mentioned resolution, the Extraordinary General Meeting reduced the share capital of PKP CARGO S.A. in restructuring to PLN 44,786,917 by decreasing the nominal value of all shares in the Company by PLN 49.00, i.e. from PLN 50.00 per share to PLN 1.00 per share.
The reduction of the share capital of PKP CARGO S.A. under restructuring took place while maintaining the unchanged number of all shares of each series.
In connection with the above, the Company’s share capital currently amounts to PLN 44,786,917 and is divided into 44,786,917 bearer shares, including:
– 43,338,000 series A bearer shares with a par value of PLN 1.00 each,
– 15 series B bearer shares with a par value of PLN 1.00 each,
– 1,448,902 series C bearer shares with a par value of PLN 1.00 each,
and the total number of votes at the Company’s General Meeting is equal to the number of shares issued and amounts to 44,786,917.
Due to the reduction of the share capital, the content of § 6(1) of the Company’s Articles of Association has been amended to read as follows:
“Share capital
1. The Company’s share capital amounts to PLN 44,786,917.00 (in words: forty-four million seven hundred and eighty-six thousand nine hundred and seventeen zlotys 00/100) and is divided into:
1) 43,338,000 (in words: forty-three million three hundred thirty-eight thousand) series A bearer shares with a par value of PLN 1.00 (in words: one zloty 00/100) each; 4
2) 15 (in words: fifteen) series B bearer shares with a par value of PLN 1.00 (in words: one zloty 00/100) each;
3) 1,448,902 (in words: one million four hundred forty-eight thousand nine hundred two) series C bearer shares with a par value of PLN 1.00 (in words: one zloty 00/100) each.
2. The share capital was paid in full prior to the registration of the Company.
3. The Company’s shares are ordinary shares.
4. The conversion of bearer shares into registered shares is not permitted.
5. The series C shares referred to in section 1(3) are subject to a prohibition on sale for a period of two years from the date of the first listing of the Company’s shares on the main market of the Warsaw Stock Exchange. Upon expiry of the above prohibition on the sale of shares, the series C shares shall be converted into bearer shares.”
Legal basis:
§ 5(1) of the Regulation of the Minister of Finance of June 6, 2025 on current and periodic information provided by issuers of securities and condition for recognizing information required by the laws of a non-member state as equivalent (Journal of Laws of 2025, item 755).