Change to the agenda of the Ordinary General Meeting of PKP CARGO S.A. under restructuring introduced at the request of a shareholder, with a drafts of resolutions
The Administrator of the sanation estate of the PKP CARGO S.A. under restructuring (the “Company”, ”PKP CARGO”), in reference to Current report No. 36/2026 dated May 21, 2026, regarding the convening of the Ordinary General Meeting (the “AGM”), hereby informs that the Company received a request on May 29, 2026, from the Company’s shareholder Polskie Koleje Państwowe S.A. (“PKP S.A.”), regarding:
1) placing the following item on the agenda of the AGM pursuant to Article 401 §1 of the Commercial Companies Code:
“Adoption of a resolution on the appointment of a member of the Supervisory Board to the Supervisory Board of PKP CARGO S.A. under restructuring for the 9th term of office.”
Therefore, the agenda of the AGM, taking into account the shareholder’s request, will be as follows:
1. Opening of the Ordinary General Meeting.
2. Preparation of the attendance list.
3. Adoption of a resolution on the election of the Chairperson of the Ordinary General Meeting.
4. Confirmation that the Ordinary General Meeting was properly convened and is competent to adopt resolutions.
5. Adoption of the agenda.
6. Review and approval (adoption of a resolution) of the Separate Financial Statements of PKP CARGO S.A. under restructuring for the fiscal year ended December 31, 2025, prepared in accordance with EU IFRS.
7. Consideration and approval (adoption of a resolution) of the Consolidated Financial Statements of the PKP CARGO S.A. Capital Group under restructuring for the fiscal year ended December 31, 2025, prepared in accordance with EU IFRS.
8. Adoption of a resolution regarding the distribution of profit reported in the Separate Financial Statements of PKP CARGO S.A. under restructuring for the fiscal year ended December 31, 2025, prepared in accordance with EU IFRS.
9. Consideration and approval (adoption of a resolution) of the Management Board’s Report on the operations of PKP CARGO S.A. under restructuring and the PKP CARGO S.A. Capital Group under restructuring for the year 2025.
10. Consideration and approval (adoption of a resolution) of the Report on the Activities of the Supervisory Board of PKP CARGO S.A. under restructuring for the year 2025.
11. Adoption of resolutions on the discharge of the members of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.
12. Adoption of resolutions on the discharge of the members of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.
13. Adoption of a resolution on the appointment of a member of the Supervisory Board to the Supervisory Board of PKP CARGO S.A. under restructuring for the 9th term of office
14. Adoption of resolutions on the appointment to the Supervisory Board of PKP CARGO S.A. under restructuring for the 9th term of members meeting the independence criteria.
15. Adoption of resolutions regarding amendments to the Articles of Association of PKP CARGO S.A.
16. Adoption of a resolution regarding the review of the “Report on the Remuneration of Members of the Management Board and Supervisory Board of PKP CARGO S.A. under restructuring for the year 2025.”
17. Adoption of a resolutions regarding the update and approval of amendments to the “Remuneration Policy for Members of the Management Board and Supervisory Board of PKP CARGO S.A.”
18. Miscellaneous matters.
19. Closing of the meeting.
2) submitting the following draft resolutions pursuant to Article 401 §4 of the Commercial Companies Code:
– to item 12) of the new agenda of the AGM, the draft resolution regarding the granting of a discharge to a member of the Supervisory Board,
– to item 15) of the new agenda of the AGM, the draft resolution amending §25 section 3 item 13 of the Company’s Articles of Association,
– to item 17) of the new agenda of the AGM, the draft resolution amending §9 section 1 of the “Remuneration Policy for Members of the Management Board and Supervisory Board of PKP CARGO S.A.”
At the same time, PKP S.A., exercising the right contained in §19 section 8 of the PKP CARGO Statute, set the number of members of the Company’s Supervisory Board of the 9th term at 9 members.
The shareholder’s request to extend the agenda of the Ordinary General Meeting, the submitted draft resolutions and the decision on the number of members of the Supervisory Board of the 9th term of office constitute, are attached to this report.
Detailed legal basis: §20 section 1 points (3) and (4) of the Regulation issued by the Minister of Finance on June 6, 2025 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.