Report No. 32/2019 - List of shareholders holding at least 5% of the votes at the Extraordinary General Meeting and resolutions adopted by the Extraordinary General Meeting of Stalexport Autostrady S.A.

The Management Board of Stalexport Autostrady S.A. (hereinafter referred to as the Company) hereby informs that the  Extraordinary General Meeting was held on 31 October 2019 in Katowice.

The shareholders attending the Company’s Extraordinary General Meeting represented 164,645,786 shares/votes out of the total number of 247,262,023 shares/votes, accounting for 66.59 % of the Company’s share capital.

The shareholder holding at least 5% of the total number of votes at the Company’s Extraordinary General Meeting was Atlantia S.p.A., holding 151,323,463 shares/votes, i.e. 61.20% of the total number of shares/votes and 91.91% of the shares/votes at that General Meeting of the Company.

The resolutions adopted by the Extraordinary General Meeting - unopposed - were as follows:

Resolution No. 1
of the Extraordinary General Meeting of
Stalexport Autostrady S.A. with its registered office in Mysłowice
of 31 October 2019

on the appointment of the Chairman of the Extraordinary General Meeting

§1

The Extraordinary General Meeting of Stalexport Autostrady S.A. hereby appoints Mrs. Rafał Sasiak as the Chairman of this Extraordinary General Meeting convened on 31 October 2019.

§2

This resolution enters into force on the date of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 164,645,786 shares, what constitutes 66.59 % of share capital. The total number of valid votes: 164,645,786, including: votes “voting for” 164,645,786, votes “against” 0 (zero), votes “abstained” 0 (zero).

Resolution No. 2
of the Extraordinary General Meeting of
Stalexport Autostrady S.A. with its registered office in Mysłowice
of 31 October 2019

on the decision not to appoint the Scrutinisers

§1

The Extraordinary General Meeting of Stalexport Autostrady S.A. decides - according to the §10a of the Regulations of the General Meeting - not to appoint the Scrutinizers and to authorize the Chairman of the Extraordinary General Meeting to sign the printed results of the voting.

§2

This resolution enters into force on the date of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 164,645,786 shares, what constitutes 66.59 % of share capital. The total number of valid votes: 164,645,786, including: votes “voting for” 164,645,786, votes “against” 0 (zero), votes “abstained” 0 (zero).

Resolution No. 3
of the Extraordinary General Meeting of
Stalexport Autostrady S.A. with its registered office in Mysłowice
of 31 October 2019

on the approval of the agenda of the Extraordinary General Meeting of 31 October 2019

 §1

The Extraordinary General Meeting of Stalexport Autostrady S.A. hereby adopts the following agenda of this Extraordinary General meeting, as specified in the announcement on convening of this Extraordinary General Meeting:

1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairman of the Extraordinary General Meeting.
3. Drawing up the Attendance List.
4. Confirmation that the Extraordinary General Meeting has been properly convened and is capable of adopting valid resolutions.
5. Adoption of a resolution on a decision not to appoint the Scrutinizers.
6. Adoption of the agenda.
7. Presentation of the information mentioned in Article 505 § 4 in relation to Article 516¹ of the Commercial Companies Code.
8. Adoption of a resolution on the cross-border merger of Stalexport Autostrady S.A. with Stalexport Autoroute S.à r.l. with its registered office in Luxembourg.
9. Closing of the Extraordinary General Meeting.

§2

This resolution enters into force on the date of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 164,645,786 shares, what constitutes 66.59 % of share capital. The total number of valid votes: 164,645,786, including: votes “voting for” 164,645,786, votes “against” 0 (zero), votes “abstained” 0 (zero).

Resolution No. 4
of the Extraordinary General Meeting of
Stalexport Autostrady S.A. with its registered office in Mysłowice
of 31 October 2019

on cross-border merger of Stalexport Autostrady S.A. with Stalexport Autoroute S.à r.l. with its registered office in Luxembourg

Acting pursuant to §24 sec. 1 item 10 of the Statutes of Stalexport Autostrady S.A. and Article 506 in relation to Article 516¹ of the Commercial companies code, having acquainted itself with the opinion of the Supervisory Board of Stalexport Autostrady S.A. expressed in the resolution of 10 October  2019, No. 1/10/2019 the Extraordinary General Meeting of Stalexport Autostrady S.A. hereby resolves as follows:

§1

1. Stalexport Autostrady Spółka Akcyjna, a Polish joint-stock company with its registered office in Mysłowice, address: ul. Piaskowa 20, 41-404 Mysłowice, Poland, entered into the commercial register of the National Court Register maintained by the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register under KRS No. 0000016854, as the acquiring company (hereinafter referred to as: the “Company” or the “Acquiring Company”), hereby resolves to conduct a cross-border merger with Stalexport Autoroute à r.l., a private limited company registered and operating in accordance with the laws of Luxembourg, address: 412 F, Route d’Esch, 1471 Luxembourg, Grand Duchy of Luxembourg, registered in the Luxembourg register of commerce and companies under No. B 113660 (hereinafter referred to as: “Stalexport Autoroute” or the “Acquired Company”)(hereinafter referred to as: the “Merger”),
2. The Merger shall be conducted in accordance with Article 492 § 1 item 1) in relation to Article 516¹ of the Commercial companies code and Article 278 of the Luxembourg act of 10 August 1915 on commercial companies, as amended, by acquisition of Stalexport Autoroute by the Company (merger through acquisition).
3. The Merger shall be conducted in accordance with the terms and conditions included in the Merger Plan agreed on by the Management Board of the Company and the sole member of the Management Board (gérant unique) of Stalexport Autoroute on 30 September 2019, whose copy constitutes Schedule 1 hereto (hereinafter referred to as: the “Merger Plan”).
4. The Extraordinary General Meeting of the Company hereby approves of the Merger Plan.
5. The Company is the sole shareholder of Stalexport Autoroute, holding all shares in it, and, therefore, in accordance with Article 515 para 1 in relation to Article 516¹ of the Commercial companies code and Article 516¹⁵ para 1 in relation to Article 516⁶ of the Commercial companies code, the Merger shall be conducted without an increase of the share capital of the Company and the Merger Plan shall not be examined by an expert auditor.
6. No amendments to the Statutes of the Company are planned in relation to the Merger.
7. As a result of the Merger, through universal succession, the Company, as the acquiring company, shall step into all rights and obligations of Stalexport Autoroute, as the acquired company, as of the Merger date, i.e. the day the Merger is registered in the register relevant for the registered office of the Company.
8. As a result of the Merger, Stalexport Autoroute shall be dissolved without a liquidation procedure and deregistered from the Luxembourg Register of Commerce and Companies, as well as all other public registers, in accordance with the provisions of the Luxembourg law.

§2

The Management of the Company is hereby authorized to undertake any and all actions in order to make the appropriate entries in the commercial register of the National Court Register and complete all other actions necessary for or useful in implementing this resolution.

§3

This resolution enters into force on the date of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 164,645,786 shares, what constitutes 66.59 % of share capital. The total number of valid votes: 164,645,786, including: votes “voting for” 164,645,786, votes “against” 0 (zero), votes “abstained” 0 (zero).

Legal basis:

Article 70(3) of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies and §19(1)(6) of the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information transmitted by issuers of securities and on the conditions of considering as equivalent the information required under provisions of the law of a state other than a Member State.