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Pkp Cargo S A : Management Board's Opinion No. 1 on the deprivation of existing shareholders' preemptive rights
Pkp Cargo S A : Management Board's Opinion No. 1 on the deprivation of existing shareholders' preemptive
About this update from Pkp Cargo Spolka Akcyjna
[{"type":"text","content":"\n OOPINION OF THE MANAGEMENT BOARD OF PKP CARGO S.A. UNDER RESTRUCTURING\n \n \n regarding the revocation of the existing shareholders'\n \n \n \n preemptive rights to Series X subscription warrants and Series M shares\n \n \n \n The Management Board of the joint-stock company operating under the name PKP CARGO\n \n \n S.A. under restructuring, with its registered office in Warsaw (address: 17 Grójecka St., 02-021 Warsaw), entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS number: 0000027702 (hereinafter referred to as: \"the Company\" or \"PKP CARGO\"), acting pursuant to Article 433 § 2, sentence 4 of the Commercial Companies Code, presents its opinion on the exclusion of preemptive rights to Series X subscription warrants and Series M shares.\n The Company's Management Board recommends that the Extraordinary General Meeting of Shareholders waive in full the preemptive rights attached to Series X subscription warrants and Series M shares.\n Justification for the reasons for the denial of preemptive rights\n \n \n \n PKP CARGO S.A., which has been undergoing restructuring since July 2024, is a party to rehabilitation proceedings. Thanks to the strenuous efforts of the Management Board and employees, the Company's situation has been steadily improving during this time. A number of further changes are still necessary to successfully complete the rehabilitation. One of these should be a revision of the employee compensation policy, updating the rules linking total compensation to the Company's performance, and securing employee acceptance of these rules.\n \n \n In this situation, the Management Board proposes a solution based on three pillars: reducing the restructuring debt, converting a significant portion of the debt into shares in the share capital, and ensuring a stable ownership structure while maintaining the current control by the majority shareholder-PKP S.A.\n \n \n The basic principles of the proposed solution are as follows:\n \n \n the issuance of Series X subscription warrants and Series M shares - the warrants are\n \n \n intended for PKP S.A. and for the Company's employees and management,\n \n \n the conversion of the majority of the restructuring debt...