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Trakcja S.A.

Major Shareholding Notification May 8, 2020

5843_rns_2020-05-08_6d662b43-3453-4ebf-bf42-ad703f8e60ff.pdf

Major Shareholding Notification

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From: COMSA, S.A.U. Calle Virat 47 08014 Barcelona (Spain)

  • 1) Komisja Nadzoru Finansowego ul. Piekna 20. 00-549 Warszawa
  • 2) Trakcja PRKił S.A. Aleje Jerozolimskie 100, II p. 00-807 Warszawa (Poland)

Notification pursuant to the provisions of Article 69b of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated on July 29th 2005

In performing the obligation specified in Article 69b of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2019, item 623, as amended) ("Act on Public Offering") and in connection with the allotment of Series G Bonds convertible into Series of Trakcja PRKil S.A. with registered office in Warsaw ("Company") that took place on 8 May 2020, we hereby notify that as a result of the subscription of 4,514,405 Series G Bonds convertible into 4,514,405 Series D Shares within the conditional increase of share capital of the Company ("Series G Convertible Bonds") by COMSA S.A.U with its registered office in Barcelona at Calle Viriato 47, 08014 Barcelona, Spain, holder of Spanish tax identification number (N.I.F.) A-08031098, registered at the Commercial Registry of Barcelona, sheet B-78.158, volume 47099, page 153 (registration n°499) ("COMSA") the stake of COMSA in the share capital and the total voting rights of the Company may change in the future.

1) The date and type of the event that leads to a change in the shareholding to which the notification relates:

COMSA's subscription of 4,514,405 Series G Convertible into 4,514,405 Series D Shares within the conditional increase of share capital of the Company that took place on 8 May 2020, which contributes to the possible future change in the total number of votes held by COMSA.

2) The number of shares held prior to the change in the shareholding and the proportion of the Company's share capital represented by those shares, as well as the number of votes attached to those shares and the proportion of the voting rights held:

Before the abovementioned subscription, COMSA held 28,399,145 shares of the Company, entitling to 28,399,145 votes, representing 32.85% of share capital and entitling to 32.85% votes at the General Meeting of Shareholders of the Company.

3) The current number of shares held and the proportion of the Company's share capital represented by those shares, as well as the number of votes attached to those shares and the proportion of the voting rights held:

After the abovementioned subscription, COMSA holds 28,399,145 shares of the Company, entitling to 28,399,145 votes, representing 32.85% of share capital and entitling to 32.85% at the General Meeting of Shareholders of the Company,

4) Subsidiaries of the shareholder that makes the notification, which hold the Company's shares:

COMSA does not have any subsidiaries holding shares of the Company.

5) The persons referred to in Article 87.1 (3) (c);

There are no persons mentioned in Art. 87.1 (3) (c) of Act on Public Offering.

6) The number of votes from shares, calculated pursuant to Article 69b.2, to whose acquisition they are entitled or obliged as a holder of financial instruments referred to in Article 69b.1 (1), as well as financial instruments referred to in Article 69b.1 (2) which are not exercised solely by cash settlement, the type and the name of those financial instruments, the date of their expiration, and about the date or time limit within which the acquisition of shares will or may occur:

COMSA does not hold the financial instruments referred to in Article 69b.1 (1) of Act on Public Offering.

In terms of the financial instruments referred to in Article 69b.1 (2) of Act on Public Offering:

a) The number of votes from shares, calculated pursuant to Article 69b.2, to whose acquisition the shareholder is entitled as a holder of financial instruments referred to in Article 69b.1 (2):

Number of votes from the shares in the Company in case of conversion of all Series G Convertible Bonds would be 4,514,405.

b) The type of the financial instruments:

Bonds convertible into shares

c} The name of the financial instruments:

Series G Convertible Bonds

d) The date of the expiration of financial instruments:

30 December 2022

The time limit within which the acquisition of shares may occur: e) e

Some or all Series G Convertible Bonds may be converted into Series D Shares in the Company from 8 May 2021 to 30 December 2022 (and only during the last three weeks of each calendar quarter up to and including the redemption date).

  • 7) The number of votes from shares, calculated pursuant to Article 69b.3, to which the financial instruments referred to in art. 69b.1 (2) refer directly or indirectly, the type and the name of these financial instruments, and about the date of their expiration: Not applicable.
  • The total number of votes as indicated pursuant to subparagraph (2), (6), and (7) and its 8) percentage share in the general number of votes.

As at the date of notification after conversion of 4,514,405 Series G Convertible Bonds into 4,514,405 Series D Shares of the Company, COMSA may hold 32,913,550 shares of the Company, entitling to 32,913,550 votes, representing 36.18% of share capital and entitling to 36.18% at the General Meeting of Shareholders of the Company.

The number of votes and shares in the Company indicated above constitutes a forecast of COMSA's stake in the event of exercising its right to convert all Series G Convertible Bonds into Series D Shares and at the same time no other changes in the number of shares issued by the Company, including lack of any conversion of into shares of the Company 11.764.705 Series F Convertible Bonds issued by the Company at the same date as Series G Convertible Bonds and no other changes in the stake of shares in the Company held by COMSA.

Signature

Jose Miarnau Montserrat

(representative, natural person of COMSA CORPORACION DE INFRAESTRUCTURAS, S.L.,

legal representative of COMSA, S.A.U.)

Notification is received by:

  • 1) Komisja Nadzoru Finansowego
  • 2) Trakcja PRKil S.A.

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