Registration of a conditional increase in share capital and amendments to the Articles of Incorporation of PKP CARGO S.A. under restructuring
The Administrator of the sanation estate of PKP CARGO S.A. under restructuring („PKP CARGO”, The “Company”) hereby announces that today the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register in Warsaw (“District Court”), pursuant to Resolution No. 37/2026 of the Extraordinary General Meeting of June 26, 2026, regarding a conditional increase in the share capital, the issuance of Series X subscription warrants, the waiver of preemptive rights, and amendments to the Company’s Articles of Association, registered: (i) a conditional increase in the Company’s share capital by an amount not exceeding 13,000,000.00 PLN through the issuance of no more than 13,000,000 bearer shares with a par value of 1.00 PLN each, and (ii) an amendment to the Articles of Association of PKP CARGO consisting of the addition of paragraph 6 to §6 of the Company’s Articles of Association, following paragraph 5, with the following wording:
6. “The share capital was conditionally increased, pursuant to Resolution No. 37/2026 of the Extraordinary General Meeting of Shareholders held on June 26, 2026, by an amount not exceeding 13,000,000.00 PLN (in words: thirteen million zlotys 00/100) and is divided into no more than 13,000,000 (in words: thirteen million) Series M bearer shares. The purpose of the conditional increase in the share capital is to grant the right to subscribe for Series M shares to the holders of Series X subscription warrants issued pursuant to Resolution No. 37/2026 of the Extraordinary General Meeting of Shareholders held on June 26, 2026, with the exclusion of shareholders’ preemptive rights. Series X subscription warrants, if not exercised, will expire on December 31, 2031 (in words: the thirty-first of December two thousand thirty-one).”
Following the District Court’s registration of the aforementioned amendment to the Articles of Association and the conditional increase in PKP CARGO’s share capital, the Company’s share capital and the total number of votes attached to the issued shares remained unchanged. The Company’s share capital amounts to PLN 44,786,917.00 and is divided into 44,786,917 shares with a par value of PLN 1.00 each. The total number of votes attached to the issued shares is 44,786,917.
Legal basis:
§ 5(1) of the Regulation of the Minister of Finance dated June 6, 2025, on current and periodic information disclosed by issuers of securities and the conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws 2025, Item 755).