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:
§ 1Approves, after its consideration, the Separate Financial Statements of PKP CARGO S.A. restructured, for the financial year ended 31 December 2024, prepared in accordance with EU IFRS, consisting of:
The statement of profit or loss and other comprehensive income for the period form 1 January 2024 to 31 December 2024, showing a net loss of PLN 2,412.7 million (in words: two billion four hundred twelve million seven hundred thousand zloty) and negative comprehensive income of PLN 2,426.9 million (in words: two billion four hundred twenty six million nine hundred thousand zloty);
Statement of financial position prepared as at 31 December 2024, showing total assets and equity and liabilities of PLN 5,712.3 million (in words: five billion, seven hundred and twelve million, the hundred thousand zloty);
Statement of changes in equity for the period from 1 January 2024 to 31 December 2024 showing a decrease in equity by PLN 2,426.9 million (in words: two billion, four hundred and twenty-six million, nine hundred thousand zloty);
Cash flow statement for the period from 1 January 2024 to 31 December 2024 showing an increase in cash of PLN 301.2 million (in words: three hundred and one million two hundred thousand zloty);
Notes containing significant accounting policies and other explanatory information the the Separate Financial Statements of PKP CARGO S.A. under restructuring for the financial year ended 31 December 2024 prepared in accordance with the EU IFRS.
This resolution shall enter into force on the date of its adoption. As a result of the open vote:
Number of shares from which valid votes were cast: 20.923.584, Percentage share in the share capital: 46,72 %,
Total numer of valid voites: 20.923.584,
20,611,682 votes were cast in favor of the Resolution 269,014 votes were cast against the Resolution, 42,888 votes were abstained
The Chairman declared that the resolution had been adopted by the required majority of votes.
Item 7 on the agenda. The general Meeting reviewed the consolidated Financial Statements of the PKP CARGO S.A. Capital Group under restructuring for the financial year ended December 31, 2024, prepared in accordance with EU IFRS. The Chairman put the following draft Resolution No. 3/2025 to a vote: Resolution No. 3/2025 of the Ordinary General Meeting of PKP CARGO S.A. under restructuring of July 30, 2025 Approval of the Consolidated Financial Statements of the PKP CARGO S.A. Capital Group under restructuring for the financial year ended December 31,2024, 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:
§ 1Approves, after review, the Consolidated Financial Statements of PKP CARGO S.A. Group under restructuring for the financial year ended December 31, 2024, prepared in accordance with EU IFRS, consisting of:
The consolidated statement of profit or loss and other comprehensive income for the period from January 1, 2024 to December 31, 2024, showing a net loss of PLN 2,412.6 million (in words: two billion four hundred and twelve million six hundred thousand zlotys) and negative total income of PLN 2,456.3 million (in words: two billion four hundred and fifty-six million three hundred thousand zlotys);
The consolidated statement of financial position prepared as at December 31, 2024 closing with total assets, equity and liabilities of PLN 6,439.6 million (in words: six billion four hundred thousand zlotys);
The consolidated statement of changes in equity for the period from January 1, 2024 to December 31, 2024, showing a decrease in equity by PLN 2,456.3 million (in words: two billion four hundred fifty-six million three hundred thousand zlotys);
Consolidated cash flow statement for the period from January 1, 2024 to December 31, 2024, showing an increase in cash of PLN 329.7 million (in words: three hundred twenty-nine million seven hundred thousand zlotys);
Additional information containing significant accounting policies and other explanatory information to the Consolidated Financial Statements of the PKP CARGO S.A. Capital Group under restructuring for the financial year ended December 31, 2024, prepared in accordance with EU IFRS.
The resolution shall enter into force on the date of its adoption As a result of an open vote:
Number of shares from which valid votes were cast: 20.923.584, Percentage share in the share capital: 46,72 %,
Total number of valid votes: 20.923.584,
20,611,682 votes were cast in favor of the Resolution 269,014 votes were cast against the Resolution, 42,888 votes were abstained
The Chairman declared that the resolution had been adopted by the required majority of votes.
Item 8 on the agenda. The General Meeting considered the Management Board's report on the activities of PKP CARGO S.A. under restructuring and the PKP CARGO S.A. Capital Group under restructuring for 2024. The Chairman put the following draft Resolution No. 4/2025 to the vote: Resolution No. 4/2025 of the Ordinary General Meeting of PKP CARGO S.A. under restructuring of July 30, 2025 Approval of the Management Board Report on the activities of PKP CARGO S.A. under restructuring and the PKP CARGO S.A. Group under restructuring for the year 2024Pursuant to the 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:
§ 1Approves, after reviewing it, the Management Board's Report on the activities of PKP CARGO S.A. under restructuring and the PKP CARGO S.A. Group under restructuring for the year 2024.
§ 2The resolution shall enter into force on the date of its adoption As a result of an open vote:
Number of shares from which valid votes were cast: 20.923.584, Percentage share in the share capital: 46,72 %,
Total number of valid votes: 20.923.584,
20,880,696 votes were cast in favor of the Resolution, 0 votes were cast against the Resolution,
42,888 votes were abstained.
The Chairman declared that the resolution had been adopted by the required majority of votes.
Item 9 on the agenda. The General Meeting considered the Report on the activities of the Supervisory Board of PKP CARGO S.A. for the year ending December 31, 2024. The Chairman put the following draft Resolution No. 5/2025 to a vote: Resolution No. 5/2025 of the Ordinary General Meeting of PKP CARGO S.A. under restructuring of July 30, 2025 Approval of the Report on the Activities of the Supervisory Board of PKP CARGO S.A. for the year ending December 31, 2024Pursuant to Article 382 § 3(3) and Artivle 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:
§ 1Approves, after reviewing it, the Report on the Activities of the Supervisory Board of PKP CARGO S.A. for the year ending December 31, 2024.
§ 2The resolution shall enter into force on the date of its adoption
W wyniku głosowania jawnego:
Number of shares from which valid votes were cast: 20.923.584, Percentage share in the share capital: 46,72 %,
Total number of valid votes: 20.923.584,
20,880,696 votes were cast in favor of the Resolution, 0 votes were cast against the Resolution,
42,888 votes were abstained.
The Chairman declared that the resolution had been adopted by the required majority of votes.
Item 10 on the agenda. The Chairman put to a secret ballot dreaft Resolution No. 6/2025 on granting discharge to the acting President of the Management Board of PKP CARGO S.A. for the financial year 2024 (with the content specified below): Resolution No. 6/2025 of the Ordinary General Meeting of PKP CARGO S.A. under restructuring of July 30, 2025 Discharge of the acting President of the Management Board of PKP CARGO S.A. for the financial year 2024Pursuant 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:
§ 1Grants discharge to Mr. Marcin Wojewódka, acting President of the Management Board of PKP CARGO S.A., for the performance of his duties in the period from April 26, 2024 to December 31, 2024.
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