GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Jan 19, 2024

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning election of the Chair of the Extraordinary General Meeting

Pursuant to Article 409(1) of the Commercial Companies Code and § 12(1) of the Company's Articles of Association, the Extraordinary General Meeting of the Company hereby resolves as follows:

§ 1

The Extraordinary General Meeting of the Company elects Mr/Ms …………………………. as Chair of the Extraordinary General Meeting.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft resolution concerning election of the Chair of the Extraordinary General Meeting

In accordance with Article 409(1) of the Commercial Companies Code, a chair is elected from among the persons entitled to attend the General Meeting. In addition, pursuant to § 12(1) of the Company's Articles of Association, the General Meeting is opened by the Chairman of the Exchange Supervisory Board or a person designated by the Chairman of the Exchange Supervisory Board, after which the chair of the meeting is elected from among the persons entitled to participate in the General Meeting.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning adoption of the agenda

§ 1

The Extraordinary General Meeting of the Company adopts the following agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chair of the Extraordinary General Meeting.
• 1. Confirmation that the Extraordinary General Meeting has been duly convened and is able to adopt resolutions.
• 1. Adoption of the agenda.
• 1. Changes to the composition of the Exchange Supervisory Board.
• 1. Changes to the composition of the Exchange Management Board.
• 1. Adoption of a resolution on bearing the costs of convening and holding the Extraordinary General Meeting.
• 1. Closing of the Extraordinary General Meeting.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft resolution concerning adoption of the agenda

The General Meeting shall proceed according to the adopted agenda.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning the dismissal a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) of the Company's Articles of Association, the Extraordinary General Meeting of the Company resolves as follows:

§ 1

Ms/Mr .......................... is dismissed from the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning the dismissal a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Code of Commercial Companies, the Supervisory Board shall be comprised of at least three members and, in public companies, at least five members, elected and dismissed by the general meeting.

Pursuant to § 13 (1) sentence 1 of the Company's Articles of Association, the Exchange Supervisory Board shall be comprised of 5 to 7 members elected and dismissed by the General Meeting.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning the election of a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) of the Company's Articles of Association, the Extraordinary General Meeting of the Company having assessed the candidates' fulfilment of the requirements referred to in Articles 6 – 8 of the Regulation of the Minister of Finance, Funds and Regional Policy of 24 November 2020 concerning requirements applicable to members of the management board and of the supervisory board of a company operating a regulated market and the terms and conditions of maintaining and improving their knowledge and competences resolves as follows:

§ 1

Ms/Mr .......................... is appointed to the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning the election of a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Code of Commercial Companies, the Supervisory Board shall be comprised of at least three members and, in public companies, at least five members, elected and dismissed by the general meeting.

Pursuant to § 13 (1) of the Company's Articles of Association, the Exchange Supervisory Board shall be comprised of 5 to 7 members elected and dismissed by the General Meeting.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning the dismissal the President of the Exchange Management Board

Pursuant to Article 368 § 4 of the Commercial Companies Code in conjunction with § 20 (2) of the Company's Articles of Association and Article 27 (1) of the Act on Trading in Financial Instruments of 29 July 2005 (i.e., Journal of Laws of 2023, item 646, as amended), the Extraordinary General Meeting of the Company resolves as follows:

§ 1

Ms/Mr .......................... is dismissed from the Exchange Management Board.

§ 2

The General Meeting hereby requests the Polish Financial Supervision Authority's approval of the changes on the Exchange Management Board under this Resolution.

§ 3

To enforce the provisions of § 2 hereof, the General Meeting authorises Ms/Mr …………………… to sign and submit to the Polish Financial Supervision Authority the request referred to in § 2 together with the relevant documents and to do other necessary things in relation to the processing of the request by the Polish Financial Supervision Authority.

§ 4

This Resolution shall enter into force on the date of adoption save for § 1 which shall enter into force upon of delivery to the Company of the decision of the Polish Financial Supervision Authority approving the changes on the Exchange Management Board under this Resolution.

Justification

of the draft Resolution concerning the dismissal the President of the Exchange Management Board

Pursuant to Article 368 § 4 of the Commercial Companies Code, members of the management board shall be appointed and dismissed by the supervisory board unless the company's articles of association provide otherwise. A management board member may also be dismissed or suspended by the general meeting.

Pursuant to Article 20(2) of the Company's Articles of Association, the President of the Exchange Management Board shall be appointed and dismissed by the General Meeting.

Pursuant to Article 27(1) of the Act on Trading in Financial Instruments of 29 July 2005, changes in the composition of the management board of a company operating a regulated market shall require the approval of the Polish Financial Supervision Authority granted upon request of the body authorised to appoint and dismiss members of the management board of the company operating a regulated market. The Polish Financial Supervision Authority shall refuse its approval if the proposed changes do not ensure the conduct of operations in a manner which does not jeopardise the safety of trading in financial instruments or adequately safeguards the interests of participants in such trading.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

concerning appointment of the President of the Exchange Management Board

Pursuant to Article 368 § 4 of the Commercial Companies Code in conjunction with § 20(2) of the Company's Articles of Association and Article 27(1) of the Act dated 29 July 2005 on trading in financial instruments (Journal of Laws 2023, item 646, as amended), the Extraordinary General Meeting of the Company resolves as follows:

§ 1

The General Meeting appoints Mr/Ms ……………………………. as President of the Exchange Management Board.

§ 2

The General Meeting hereby requests the Polish Financial Supervision Authority's approval of the changes on the Exchange Management Board under this Resolution.

§ 3

To enforce the provisions of § 2 hereof, the General Meeting authorises Ms/Mr …………………… to sign and submit to the Polish Financial Supervision Authority the request referred to in § 2 together with the relevant documents and to do other necessary things in relation to the processing of the request by the Polish Financial Supervision Authority.

§ 4

This Resolution shall enter into force on the date of adoption save for § 1 which shall enter into force upon of delivery to the Company of the decision of the Polish Financial Supervision Authority approving the changes on the Exchange Management Board under this Resolution.

Justification

of the draft Resolution concerning appointment of the President of the Exchange Management Board

Pursuant to Article 368(4) of the Commercial Companies Code, members of the management board of a joint-stock company shall be appointed and dismissed by the supervisory board, unless the company's articles of association provide otherwise.

In accordance with § 20 (1) and (2) of the Company's Articles of Association, the Exchange Management Board is the executive body of the Company and shall consist of 3 to 5 members, including the President. The term of office of the members of the Exchange Management Board shall be joint and equal to four years. The President of the Exchange Management Board shall be appointed and dismissed by the General Meeting.

Pursuant to Article 27(1) of the Act on Trading in Financial Instruments of 29 July 2005, changes in the composition of the management board of a company operating a regulated market shall require the approval of the Polish Financial Supervision Authority granted upon request of the body authorised to appoint and dismiss members of the management board of the company operating a regulated market. The Polish Financial Supervision Authority shall refuse its approval if the proposed changes do not ensure the conduct of operations in a manner which does not jeopardise the safety of trading in financial instruments or adequately safeguards the interests of participants in such trading.

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 5 February 2024

on bearing the costs of convening and holding the Extraordinary General Meeting

Pursuant to Article 400(4) of the Commercial Companies Code, the Extraordinary General Meeting of the Company resolves as follows:

§ 1

The costs of convening and holding the Extraordinary General Meeting shall be borne by the Company.

§ 2

This Resolution shall come into force upon its adoption.

Justification

for the draft Resolution on bearing the costs of convening and holding the Extraordinary General Meeting

Pursuant to Article 400(4) of the Commercial Companies Code, the meeting referred to in § 1 (convened at the request of a shareholder or shareholders representing at least one-twentieth of the share capital) shall adopt a resolution determining whether the costs of convening and holding the meeting are to be borne by the company. Shareholders at whose request a meeting has been convened may apply to the registry court for exemption from the obligation to cover the costs imposed by the resolution of the meeting.