Pkp Cargo S A : Form for exercicing the voting right by a proxy

FORM

FOR EXERCISING THE VOTING RIGHT BY A PROXY

This form contains an instruction for exercising the voting right by a proxy holding a power-of-attorney granted by a shareholder and enabling the exercise of the voting right at the Ordinary Shareholder Meeting of PKP CARGO S.A. ("OSM") convened for 19 June 2026 in accordance with the instructions provided by the shareholder.

The shareholder provides the proxy with instructions on how to vote with regard to each of the resolutions to be adopted at the Ordinary Shareholder Meeting by putting an "X" in the appropriate box in sections described as votes "for", "against" or "abstaining".

If the shareholder decides to vote in different manners from his/her shares held, he or she shall indicate in the appropriate section the number of shares from which the proxy is instructed to vote "for", "against" or "abstaining". If no indication is given about the number of shares, the proxy will be deemed to be authorized to vote as instructed from all the shares held by the shareholder. If the section "Other" is marked, the shareholder should define in that section the instructions on how the proxy is required to exercise the voting right. For the avoidance of doubt as to how the proxy is required to vote in such a case, it is recommended that the manner of proceeding by the proxy should be defined in the section "Other" in the above situation.

The use of this form depends on the shareholder's decision and is not a condition for casting a vote through a proxy. PKP CARGO S.A. hereby declares that it will not verify whether proxies exercise voting rights in accordance with the instructions received from the shareholders. Therefore, the voting instructions do not have to be provided to PKP CARGO S.A. or the Chairperson of the Ordinary Shareholder Meeting.

PROXY:

(full name / business name of the Proxy)

SHAREHOLDER:

(full name / business name of the Shareholder)

INSTRUCTION

FOR EXERCISING THE VOTING RIGHT BY A PROXY

I hereby authorize the Proxy to vote at the Ordinary Shareholder Meeting of PKP CARGO S.A., with its registered office in Warsaw, convened for 19 June 2026 at 11:00 a.m. in the head office of PKP CARGO S.A. in Warsaw, Grójecka Street 17, in accordance with the instructions provided below.

Shareholder's signature

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: the election of the Chair of the Annual General Meeting.

§ 1

Pursuant to § 10(1) of the Articles of Association of PKP CARGO S.A., in conjunction with Article 409(1) of the Commercial Companies Code, the Annual General Meeting elects Ms./Mr. ………….. as Chair of the Ordinary General Meeting of PKP CARGO S.A. under restructuring, convened for June 19, 2026.

§ 2

This resolution shall take effect on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 409 § 1 of the Commercial Companies Code, a Chairperson shall be elected from among the persons entitled to participate in the Ordinary General Meeting.

Accordingly, the adoption of this resolution is of a procedural nature and is necessary for the proper organization and conduct of the General Meeting. However, this draft resolution will be put to a vote only if the President of the Management Board does not exercise the right to appoint the Chairperson of the General Meeting, as provided for in § 10(1) of the Articles of Association of PKP CARGO S.A.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: approval of the agenda.

§ 1

The following agenda is adopted for the Ordinary General Meeting of PKP CARGO S.A. under restructuring, convened for June 19, 2026 ("Ordinary General Meeting"):

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 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.

14. Adoption of resolutions regarding amendments to the Articles of Association of PKP CARGO S.A.

15. 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."

16. Adoption of a resolution 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."

17. Miscellaneous matters.

18. Closing of the meeting.

    § 2

    The resolution shall enter into force on the date of its adoption.

    REASONS FOR THE RESOLUTION:

    Pursuant to Article 409 § 2 of the Commercial Companies Code and § 10(1) of the Rules of Procedure of the General Meeting of PKP CARGO S.A., the Chair of the General Meeting presides over the proceedings and ensures that they proceed smoothly in accordance with the adopted agenda. He may not, without the consent of the General Meeting, remove or change the order of items on the agenda.The agenda included in the draft resolution was proposed by the Management Board. Pursuant to Article 404 § 1 of the Commercial Companies Code, no resolution may be adopted on matters not included in the agenda unless the entire share capital is represented at the General Meeting and none of the attendees has raised an objection to the adoption of the resolution.

    In light of the above, the adoption of this resolution is of a procedural nature and is necessary for the proper organization of the Annual General Meeting.

    For Number of shares …………	Against Objecting Number of shares …………	Abstaining Number of shares …………	At the proxy's discretion Number of shares …………
    Other

    Resolution No. …./2026

    of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

    regarding: the approval 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.

    Pursuant to Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code, in conjunction with § 12(1) of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

    § 1

    Approves, after its review, 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, consisting of:

    1. the statement of profit or loss and other comprehensive income for the period from January 1, 2025, to December 31, 2025, showing a net profit of PLN 73.7 million (in words: seventy-three million seven hundred thousand zlotys) and total comprehensive income of PLN 49.7 million (in words: forty-nine million seven hundred thousand zlotys);

    2. the statement of financial position as of December 31, 2025, with total assets, equity, and liabilities amounting to PLN 5,572.6 million (in words: five billion five hundred seventy-two million six hundred thousand zlotys);

    3. the statement of changes in equity for the period from January 1, 2025 to December 31, 2025, showing an increase in equity of PLN 49.7 million (in words: forty-nine million seven hundred thousand zlotys);

    4. the statement of cash flows for the period from January 1, 2025 to December 31, 2025, showing a decrease in cash of PLN 230.2 million (in words: two hundred thirty million two hundred thousand zlotys);

    5. supplementary information containing significant accounting policies and other explanatory notes to 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.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 393 § 1(1) of the Commercial Companies Code and Article 395 § 2(3) of the Commercial Companies Code, the Separate Financial Statements for the fiscal year beginning on January 1, 2025, and ending on December 31, 2025, are subject to review and approval by the Annual General Meeting.

The Supervisory Board of PKP CARGO S.A. under restructuring, by Resolution No.376/VIII/2026 of April 28, 2026, positively assessed the aforementioned report with respect to its compliance with the books and documents, as well as with the actual state of affairs. In light of the foregoing, it is necessary to submit the draft of this resolution to the Ordinary General Meeting for the purpose of approving the Separate Financial Statements.

Item 7 on the agenda of the Annual General Meeting of PKP CARGO S.A. under restructuring

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: the approval 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.

Pursuant to Article 393(1), Article 395 § 2(1), and Article 395 § 5 of the Commercial Companies Code, in conjunction with § 12(1) of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Approves, following its review, 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, consisting of:

1. the consolidated statement of profit or loss and other comprehensive income for the period from January 1, 2025, to December 31, 2025, showing a net profit of PLN 39.4 million (in words: thirty-nine million four hundred thousand zlotys) and total comprehensive income of 30.3 million zlotys (in words: thirty million three hundred thousand zlotys);

2. the consolidated statement of financial position as of December 31, 2025, with total assets, equity, and liabilities amounting to PLN 6,252.2 million (in words: six billion two hundred fifty-two million two hundred thousand zlotys);

3. the consolidated statement of changes in equity for the period from January 1, 2025, to December 31, 2025, showing an increase in equity of PLN 30.3 million (in words: thirty million three hundred thousand zlotys);

4. the consolidated statement of cash flows for the period from January 1, 2025, to December 31, 2025, showing a decrease in cash of PLN 160.7 million (in words: one hundred sixty million seven hundred thousand zlotys);

notes to the financial statements, containing significant accounting policies and other explanatory information for 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.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 5 of the Commercial Companies Code, the agenda of the Ordinary General Meeting may also include the review and approval of the financial statements of the capital group as defined by accounting regulations, as well as matters other than those listed in § 2 of the aforementioned article. The Supervisory Board of PKP CARGO S.A. under restructuring, by Resolution No. 376/VIII/2026 of April 28, 2026, approved the aforementioned financial statements for the fiscal year beginning January 1, 2025, and ending on December 31, 2025, in terms of its conformity with the books and documents, as well as with the actual state of affairs.

In light of the foregoing, it is necessary to submit the draft of this resolution to the Ordinary General Meeting for the purpose of approving the Consolidated Financial Statements.

Item 8 on the agenda of the Annual General Meeting of PKP CARGO S.A. under restructuring

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: the distribution of net profit reported in the Separate Financial Statements of PKP CARGO S.A. for the fiscal year ended

Pursuant to Article 395 § 2(2) of the Commercial Companies Code and § 12(1) of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

The net profit of PLN 73,669,861.84 (in words: seventy-three million six hundred sixty-nine thousand eight hundred sixty-one zlotys and 84/100) as reported in the Separate Financial Statements for the fiscal year ended December 31, 2025, prepared in accordance with EU IFRS, shall be allocated in full to the supplementary capital.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 396 § 1 of the Commercial Companies Code, the Company is required to allocate at least 8% of the profit for a given fiscal year to the reserve capital until the reserve capital reaches at least one-third of the entity's share capital.

The Company's Management Board, taking into account:

• the requirements of the Commercial Companies Code,

• the liquidity situation of the PKP CARGO S.A. Capital Group under restructuring,

• the investment needs of the PKP CARGO S.A. Capital Group under restructuring,

• the cost and the possibility of obtaining financing by the PKP CARGO S.A. Capital Group under restructuring in accordance with Article 395 § 2(2) of the Commercial Companies Code in connection with the profit recorded in the 2025 fiscal year, recommended allocating it in full to the Company's reserve capital. The Supervisory Board of PKP CARGO S.A. under restructuring, by Resolution No. 377/VIII/2026 of

April 28, 2026, approved the Management Board's motion and issued a recommendation to the Annual General Meeting regarding the allocation of the entire profit to the Company's reserve capital.

In light of the above, it is necessary to submit a draft of this resolution to the Ordinary General Meeting for the purpose of distributing the profit.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: Approval 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 2025.2025.

Pursuant to Article 393(1), Article 395 § 2(1), and Article 395 § 5 of the Commercial Companies Code, in conjunction with § 12(1) of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Approves, after reviewing it, 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.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(1) of the Commercial Companies Code, the agenda of the Annual General Meeting should include the review and approval of the management board's report on the company's operations for the previous fiscal year. However, pursuant to Article 55(2a) of the Accounting Act, the report on the activities of the capital group may be prepared together with the report on the activities of the parent company as a single report. Exercising this right, the Company has prepared a single report on the activities of the Company and the PKP CARGO S.A. Capital Group for the year 2025.This report also includes the Sustainability Report of the PKP CARGO S.A. Capital Group under restructuring.

In light of the above, it is necessary to submit the draft of this resolution to the Ordinary General Meeting for the purpose of approving 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.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: Approval of the Report on the Activities of the Supervisory Board of PKP CARGO S.A. under restructuring for the year 2025.

Pursuant to Article 382 § 3(3) and Article 395 § 5 of the Commercial Companies Code, in conjunction with §12(1) of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Approves, following its review, the Report on the Activities of the Supervisory Board of PKP CARGO S.A. under restructuring for the year 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

The requirement to present the Supervisory Board's activity report and have it approved by the Annual General Meeting stems from Article 382 § 3(3) of the Commercial Companies Code and Principle No. 2.11 of the corporate governance code "Good Practices of Companies Listed on the Warsaw Stock Exchange 2021."

In light of the above, it is necessary to submit a draft of this resolution to the Ordinary General Meeting for the purpose of approving the Report on the Activities of the Supervisory Board of PKP CARGO S.A. under restructuring.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as Acting President of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge from her duties to Ms. Monika Starecka - Member of the Supervisory Board of PKP CARGO S.A. under restructuring, for the period from January 1, 2025, to January 25, 2025, delegated to temporarily perform the duties of the Member of the Management Board for Finance of PKP CARGO S.A. under restructuring, and during the period from December 23, 2025, to December 31, 2025, delegated to temporarily perform the duties of President of the Management Board of PKP CARGO S.A. under restructuring.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO

S.A. under restructuring, after analyzing and evaluating the financial statements and the report on the activities of the capital group, by Resolution No. 386/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Ms. Monika Starecka.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of the duties of the President of the Management Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as President of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Ms. Agnieszka Wasilewska-Semail - Chairwoman of the Management Board of PKP CARGO S.A. under restructuring, for the performance of her duties during the period from January 20, 2025, to December 22, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO

S.A. under restructuring, after analyzing and evaluating the financial statements and the report on the activities of the capital group, by Resolution No. 382/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Ms. Agnieszka Wasilewska -Semail.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of the duties of the President of the Management Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge from the performance of duties to Mr. Paweł Miłek:

1. Member of the Management Board of PKP CARGO S.A. under restructuring, acting as President of the Management Board of PKP CARGO S.A. under restructuring from January 1, 2025, to January 19, 2025,

2. Vice President and Member of the Management Board of PKP CARGO S.A. under restructuring for the period from January 20, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption. REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO

S.A. under restructuring, after analyzing and evaluating the financial statements and the report on the activities of the capital group, by Resolution No. 384/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Mr. Paweł Miłek.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by the President of the Management Board of PKP CARGO S.A. under restructuring and the Vice President - Member of the Management Board for Restructuring of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Artur Warsocki - member of the Management Board of PKP CARGO

S.A. under restructuring for the performance of his duties during the period from February 1, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO

S.A. under restructuring, having analyzed and evaluated the financial statements and the report on the activities of the capital group, by Resolution No. 383/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Mr. Artur Warsocki.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of the resolution constitutes a positive assessment of the performance of the duties of the Member of the Management Board for Commercial Affairs of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Sebastian Miller-a member of the Management Board of PKP CARGO S.A. under restructuring-for the performance of his duties during the period from January 1, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Annual General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO S.A., having analyzed and evaluated the financial statements and the report on the activities of the capital group, by Resolution No. 387/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Mr. Sebastian Miller.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Annual General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of the duties of the Member of the Management Board for Operations of PKP CARGO S.A. under the restructuring process during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Management Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Michał Łotoszyński - member of the Management Board of PKP CARGO S.A. under restructuring for the performance of his duties during the period from February 17, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to the members of the company's governing bodies for the performance of their duties. The Supervisory Board of PKP CARGO

S.A. under restructuring, having analyzed and evaluated the financial statements and the report on the activities of the capital group, by Resolution No. 385/VIII/2026 of May 19, 2026, requested the Ordinary General Meeting to grant discharge to Mr. Michał Łotoszyński.

In light of the above, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of the duties of the Member of the Management Board for Finance of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as Chairman of the Supervisory Board of PKP CARGO S.A. under restructuring for the fiscal year 2025.

Pursuant to Article 393(1) in conjunction with Article 395(2)(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Władysław Szczepkowski, Chairman of the Supervisory Board of PKPCARGO S.A. under restructuring, for the performance of his duties during the period from January 1, 2025, to January 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as Chairman of the Supervisory Board of PKP CARGO S.A. under restructuring for the fiscal year 2025.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge from the performance of duties to Mr. Bogusław Nadolnik - member of the Supervisory Board of PKP CARGO S.A. under restructuring for the period from January 1, 2025, to February 5, 2025, and as Chairman of the Supervisory Board of PKP CARGO S.A. under restructuring for the period from February 6, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as Vice Chairman of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Marcin Wojewódka - member of the Supervisory Board of PKP CARGO S.A. under restructuring for the period from January 1, 2025, to January 12, 2025, and as Vice Chairman of the Supervisory Board of PKP CARGO S.A. under restructuring for the period from January 13, 2025, to December 11, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge from liability to Ms. Monika Starecka, a member of the Supervisory Board of PKP CARGO S.A. under restructuring, for the period from January 1, 2025, to December 31, 2025, including the period from December 23, 2025, to December 31, 2025, during which she was seconded to temporarily perform the duties of President of the Management Board of PKP CARGO S.A. under restructuring.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Michał Wnorowski, a member of the Supervisory Board of PKP CARGO S.A. under restructuring, for the performance of his duties during the period from January 1, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Ms. Marzena Piszczek, a member of the Supervisory Board of PKPCARGO S.A. under restructuring, for the performance of her duties during the period from January 1, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Robert Stępień, a member of the Supervisory Board of PKP CARGO

S.A. under restructuring, for the performance of his duties during the period from January 1, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Item 12 on the agenda of the Annual General Meeting of PKP CARGO S.A. under restructuring

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Piotr Babski, a member of the Supervisory Board of PKP CARGO S.A. under restructuring, for the performance of his duties during the period from February 3, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Tomasz Pietrk, a member of the Supervisory Board of PKP CARGO

S.A. under restructuring, for the performance of his duties during the period from May 7, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: discharge from liability for the performance of duties as a member of the Supervisory Board of PKP CARGO S.A. under restructuring for the 2025 fiscal year.

Pursuant to Article 393(1) in conjunction with Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

Grants discharge to Mr. Jacek Męcina, a member of the Supervisory Board of PKP CARGO

S.A. under restructuring, for the performance of his duties during the period from December 29, 2025, to December 31, 2025.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the agenda of the Ordinary General Meeting includes the granting of discharge to members of the company's governing bodies for the performance of their duties.

In light of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.

The adoption of this resolution constitutes a positive assessment of the performance of duties by a Member of the Supervisory Board of PKP CARGO S.A. under restructuring during the last fiscal year.

Resolution No. …./2026

of the Annual General Meeting of PKP CARGO S.A. under restructuring dated June ……, 2026

regarding: Appointment of members who meet the independence criteria to the Supervisory Board of PKP CARGO S.A. under restructuring for the 9th term.

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 19(1) of the Articles of Association of PKP CARGO S.A., in conjunction with § 20 of the Articles of Association of PKP CARGO S.A., the Ordinary General Meeting of PKP CARGO S.A. under restructuring hereby resolves as follows:

§ 1

I hereby appoint as a member of the Supervisory Board of

PKP CARGO S.A. under restructuring for the joint ninth term of the Supervisory Board of PKP CARGO S.A. under restructuring.

§ 2

The resolution shall enter into force on the date of its adoption.

REASONS FOR THE RESOLUTION:

Pursuant to Article 385 § 1 of the Commercial Companies Code, the supervisory board consists of at least three members, and in public companies, at least five members, who are appointed and dismissed by the general meeting. Article 385 § 2 of the Commercial Companies Code states that the articles of association may provide for a different method of appointing or dismissing members of the supervisory board. Pursuant to § 19(1) in conjunction with § 20 of the Articles of Association of PKP CARGO S.A., at least two members of the Supervisory Board should meet the criteria of independence from the Company and entities having significant ties to the Company.

In connection with the expiration of the 8th term of the Company's Supervisory Board, it is appropriate to appoint members who meet the independence criteria to the Supervisory Board of PKP CARGO S.A. under restructuring for a new 9th term.

In view of the foregoing, it is necessary to submit a draft of this resolution for consideration by the Ordinary General Meeting.