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GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Pre-Annual General Meeting Information Jan 8, 2024

5624_rns_2024-01-08_1c89f429-f214-479e-896b-0ddeb2d6ca8b.pdf

Pre-Annual General Meeting Information

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ANNOUNCEMENT ON CONVENING AN EXTRAORDINARY GENERAL MEETING OF GIEŁDA PAPIERÓW WARTOŚCIOWYCH W WARSZAWIE S.A. (WARSAW STOCK EXCHANGE)

The Management Board of Giełda Papierów Wartościowych w Warszawie S.A. with its registered office in Warsaw at ul. Książęca 4, 00-498 Warsaw, entered in the register of commercial entities kept by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, under no. KRS 0000082312 ("Company"), with a share capital of PLN 41,972,000, fully paid up, acting pursuant to Article 399(1), Article 4021 of the Commercial Companies Code ("CCC") and § 8.1 and § 8.3 of the Company's Articles of Association, hereby convenes the Company's Extraordinary General Meeting at the request of a shareholder – the State Treasury represented by the Minister for State Assets.

1. Date, time and place of the Extraordinary General Meeting and a detailed meeting agenda

The Extraordinary General Meeting of the Company ("General Meeting") is hereby convened for 11:00 on 5 February 2024 at the Company's registered office in Warsaw at ul. Książęca 4. The meeting agenda is as follows:

    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. Adoption of a resolution on bearing the costs of convening and holding the Extraordinary General Meeting.
    1. Closing of the Extraordinary General Meeting.

2. Right of the shareholder to request that certain matters be included in the agenda of the General Meeting

  • 1) A shareholder or shareholders representing at least one twentieth of the share capital may request that certain matters be included in the agenda of the Company's General Meeting. Such request should be submitted to the Company's Management Board no later than twenty-one days before the date of the General Meeting. It should contain a justification or a draft resolution pertaining to the proposed item of the agenda. The request may be submitted in writing at the Company's registered office at ul. Książęca 4, 00-498 Warsaw, or in electronic form sent to the Company's e-mail address [email protected].
  • 2) The shareholder or shareholders referred to in point 1 should evidence the relevant number of shares held at the date of the request by attaching to their request a deposit certificate (certificates) or a statement issued by an entity keeping a securities account. In addition, the shareholder or shareholders referred to in point 1 who are natural persons should present

documents confirming the identity of the shareholder containing data necessary for the identification of the shareholder (including the series and number of the ID card/passport and PESEL), and if a request is sent electronically, then a scan of such documents including the details listed above. If a request is submitted by a shareholder or shareholders which is (are) a legal person or organisational unit referred to in Art. 331 of the Civil Code, the shareholder or shareholders should present a current official copy of the entity's relevant register (a scanned document in case of a request sent by e-mail). All documents submitted to the Company, including documents sent electronically, should be drawn up in Polish (documents drawn up in a language other than Polish should be translated into Polish by a sworn translator).

Shareholders making a request by means of electronic communication should send all documents in PDF format.

3) The Company may take appropriate action to identify the shareholder and the attorney-in-fact to verify the rights exercised by means of electronic communication.

3. Right of the shareholder to submit draft resolutions

  • 1) A shareholder or shareholders of the Company representing at least one twentieth of the share capital may, before the date of the General Meeting, submit to the Company in writing at the Company's registered office at ul. Książęca 4, 00-498 Warsaw, or by means of electronic communication to the Company's e-mail address [email protected], draft resolutions on matters included in the agenda of the General Meeting or matters to be included in the agenda.
  • 2) According to the procedure set out in point 2.2 and 2.3 above, such shareholder or shareholders should evidence the relevant number of shares held at the date of the request and attach documents confirming the identity of the person or persons submitting the draft resolutions.
  • 3) Any shareholder entitled to participate in the General Meeting may, during the General Meeting, submit draft resolutions on matters introduced to the agenda.

4. The method of exercise of the voting right by an attorney-in-fact

  • 1) A shareholder may participate in the General Meeting and exercise the voting right personally or by an attorney-in-fact. A power of attorney to participate in the General Meeting and exercise the voting right must be granted in writing or electronically. A shareholder who is not a natural person may participate in the General Meeting and exercise the voting right via the person entitled to submit declarations of will for and on behalf of such shareholder or via an attorneyin-fact.
  • 2) Shareholders of the Company may notify the Company electronically at the e-mail address [email protected] of an electronically granted and revoked power of attorney to participate in the General Meeting and send the document granting or revoking such power of attorney. Given that the sent document must be verified, the notices and powers of attorney must be sent until 11 a.m. on 30 January 2024.

3) Together with a notice of the granting of a power of attorney sent electronically, the shareholder shall send the contents of the power of attorney as well as scans of documents containing data necessary for the identification (including the series and number of the ID card/passport and PESEL), confirming the identity of the shareholder as principal and the appointed attorney-infact being a natural person, including a natural person acting on behalf of the attorney-in-fact which is a legal person or organisational unit referred to in Art. 331 of the Civil Code. If the attorney-in-fact is a legal person or organisational unit referred to in Art. 331 of the Civil Code, the shareholder as principal should additionally send a scanned official copy of the attorney-infact's relevant register. All documents sent electronically should be drawn up in Polish (documents drawn up in a language other than Polish should be translated into Polish by a sworn translator).

A shareholder who sends a notice of the granting of a power of attorney shall also send to the Company the e-mail address and the telephone number at which the Company may contact the shareholder or the attorney-in-fact. All documents referred to in this paragraph are sent electronically. Nothing in this paragraph shall relieve the attorney-in-fact of the obligation to present its/his/her identification documents referred to in this paragraph during the preparation of the attendance record of shareholders entitled to participate in the General Meeting.

  • 4) The above rules of identifying the principal apply accordingly to notifying the Company electronically of the revocation of a power of attorney.
  • 5) A notice of granting and revoking of a power of attorney which does not comply with the requirements set out above shall have no legal effect for the Company.
  • 6) The Company may take appropriate action to identify the shareholder and the attorney-in-fact to verify the rights exercised by means of electronic communication.
  • 7) If a power of attorney is granted in writing, the original document shall be given by the attorneyin-fact to the Company. In addition, during the preparation of the attendance record, the attorney-in-fact of a shareholder (shareholders) shall present an ID card, passport or other reliable document confirming its/his/her identity. The right to represent a shareholder who is not a natural person should arise out of a current official copy of the relevant register (original or a copy authenticated by a notary public or a legal counsel) and a string of powers of attorney.
  • 8) The Company announces that forms of power of attorney to exercise voting rights containing data required under Art. 4023 CCC are available on the website http://www.gpw.pl/walnezgromadzenie. These forms are not mandatory.

5. Possibility and method of participation in the General Meeting by means of electronic communication

1) The Company allows the participation in the General Meeting by means of electronic communication. The specific terms and conditions of participation in the General Meeting of the Company by means of electronic communication are set out in the Rules of Participation in the General Meeting of the Warsaw Stock Exchange by Means of Electronic Communication available on the Company's website at https://www.gpw.pl/dokumenty-korporacyjne. Such form of participation in the General Meeting will be available via a link to be posted on the

Company's website at http://www.gpw.pl/walne-zgromadzenie no later than 2 February 2024.

  • 2) To participate in the General Meeting by means of electronic communication, shareholders should provide the Company, at the email address [email protected], from the day following the date of publication of this announcement to 30 January 2024 at 4 p.m., with the following:
    • a) a statement completed and signed by the shareholder, scanned in pdf format, to the effect that the shareholder intends to participate in the General Meeting by means of electronic communication ("Statement"), according to the template presented in the appendix to the Rules referred to in point 5.1) above;
    • b) a scan of the identity document to the extent necessary to identify the shareholder, including the series and number of the ID card/passport, PESEL. If the shareholder is a legal entity or an organisational unit without legal personality, it needs to send a scan of the entry in the relevant register or a scan of another document confirming the powers of its representatives. In the case of a power of attorney, the provisions of point 4 of this announcement apply accordingly.
  • 3) Following a positive check of the rights of a shareholder and powers of attorney, if any, the Company will provide the shareholder or attorney-in-fact, no later than 1 February 2024 at 4 p.m., from the email address [email protected] at the email address provided by the shareholder in the Statement, with detailed instructions of how to log on the IT platform necessary to participate in the General Meeting by means of electronic communication, together with the login and temporary password necessary to log on the platform for the first time, which constitutes confirmation of eligibility to participate in the General Meeting by means of electronic communication.
  • 4) On 2 February 2024 from 3 p.m. to 4 p.m., shareholders may test the functionality of their IT hardware, software and internet connectivity to be used in order to participate in the General Meeting by means of electronic communication, and learn the functionalities of the provided platform. Access to tests will be available via a link published on the website of the Company at http://www.gpw.pl/walne-zgromadzenie.
  • 5) In the case of any issue or question concerning the use or operation of the platform, shareholders may use a technology helpdesk available by phone on 2 February 2024 (from 3 p.m. to 4 p.m.) and on 5 February 2024, i.e., the date of the General Meeting, from 10 a.m. until such time that the General Meeting is adjourned, or report them at [email protected]. The phone number shall be provided by the Exchange to the shareholder or attorney-in-fact together with the instructions referred to in point 5.3).
  • 6) To participate in the General Meeting by means of electronic communication, the following requirements must be met:
    • a) a connection with the public network Internet with a capacity of at least 4 Mbps (suggested capacity throughout the period of using the platform);
    • b) a computer with loudspeakers, controlled by the operating system Windows 10, Windows 11 or macOS with an installed browser: Firefox, Chrome, Safari or Edge updated to the latest version (all listed browsers can be downloaded free of charge from the public network Internet).

An internet connection of lower capacity or an older browser version may interfere with or block communications with the venue of the General Meeting, cause latency in reception or prevent the casting of votes.

It is recommended that users refrain from using other applications which significantly increase the workload for the computer and the telecommunication connection at the time of using the platform. It is recommended to use the platform in "full screen" mode.

  • 7) The Company announces that the General Meeting will be broadcast live over the Internet to the public network, will be recorded and made public on the website http://www.gpw.pl/walnezgromadzenie.
  • 8) The Company announces that it will be possible to receive a broadcast of the General Meeting with interpretation into English as an interpreter will be available during the General Meeting (Polish – English – Polish).

6. Method of making statements during the General Meeting by means of electronic communication

Information about the method of making statements during the General Meeting by means of electronic communication is presented in the Rules referred to in point 5.1) above.

7. Method of exercising the voting right by mail or by means of electronic communication

The Company currently does not allow the possibility of exercising the voting right by mail.

Information about the method of exercising the voting right by means of electronic communication is presented in the Rules referred to in point 5.1) above.

8. The shareholder's right to ask questions concerning the items on the agenda of the General Meeting

During the General Meeting, shareholders have the right to ask questions concerning matters on the agenda of the General Meeting. Pursuant to Article 428(1) CCC, the Management Board is obliged to provide a shareholder, at the shareholder's request, with information concerning the Exchange if this is justified for the assessment of a matter on the agenda of the General Meeting.

9. Date of registration of participation in the General Meeting

The date of registration of participation in the General Meeting is 20 January 2024.

10. Information on the right to participate in the General Meeting

Only persons who are shareholders of the Company sixteen days before the date of the General Meeting (i.e., 20 January 2024) have the right to participate in the General Meeting of the Company, i.e.: they have shares of the Company deposited in their securities account and, not earlier than after the announcement of the General Meeting and not later than on 22 January 2024, they request the entity keeping the securities account in which shares of the Company are deposited to issue a name-specific certificate on the right to participate in the General Meeting of the Company.

We recommend that shareholders collect an issued certificate on the right to participate and bring it to the General Meeting.

The Company draws up a list of shareholders entitled to participate in the General Meeting on the basis of the share register and a list submitted by the Central Securities Depository of Poland (KDPW) and drawn up on the basis of name-specific certificates on the right to participate in the General Meeting issued by entities keeping securities accounts. The list of shareholders entitled to participate in the General Meeting shall be displayed for viewing at the Company's registered office (Corporate Relations Department, Room 3038) between 10 a.m. and 4 p.m. starting from 31 January 2024.

Any shareholder may request the list of shareholders be sent to it/him/her free of charge at an address for electronic delivery or by electronic mail, specifying the address to which the list should be sent. The relevant request should be signed by the authorised representatives of the shareholder and delivered to the Company in the original counterpart or sent in PDF format to [email protected].

A shareholder requesting to view or receive the list of shareholders shall confirm its/his/her identity and status as a shareholder of the Company. For this purpose, a shareholder may present to the Company a certificate on the right to participate in the General Meeting or a depository certificate in the original counterpart or sent in PDF format to the address specified above.

Shareholders and attorneys-in-fact who arrive at the General Meeting of the Company shall, on signing the attendance record, present an ID card, passport or other document confirming their identity. The right to represent a shareholder who is not a natural person should arise out of an official copy of the relevant register (original or a copy authenticated by a notary public or a legal counsel) and a string of powers of attorney. The right to represent a shareholder who is a natural person should arise out of a power of attorney presented when signing the attendance record.

Voting cards will be available to persons entitled to participate in the General Meeting in front of the meeting room from 10 a.m. on 5 February 2024.

Attorneys of legal persons shall come to the General Meeting at least one hour before its beginning.

11. Information on the nominating candidates for Exchange Supervisory Board members

In connection with the change in the agenda of the OGM consisting in the addition of a new item 18 concerning changes on the Exchange Supervisory Board, the Company announces that the procedure of appointing and dismissing members of the Exchange Supervisory Board is laid down in the Company's Articles of Association and the Rules of the General Meeting whose currently applicable text is available on the Company's website at https://www.gpw.pl/ dokumenty-korporacyjne.

In view of the required assessment by the General Meeting of the fulfilment by candidates for members of the Exchange Supervisory Board of the criteria defined in the Act on Trading in Financial Instruments and its implementing regulations, candidates should be proposed in writing in due time before the General Meeting (referred to in § 13 of the Articles of Association of the Warsaw Stock Exchange or pt. 4.9 of "Best Practice for GPW listed companies 2021") at the Company's offices at ul. Książęca 4, 00-498 Warsaw or by means of electronic communication at the Company's email address [email protected] in a message with the following subject: "Proposed candidate for a member of the Exchange Supervisory Board".

Each proposal should specify the number of votes represented by the shareholder(s) proposing the candidate. Furthermore, the Company should receive a certificate of the right to participate in the General Meeting or a depository certificate in the original counterpart or in a PDF file sent to the address mentioned above.

Proposals of candidates for members of the Exchange Supervisory Board should be sent with the following enclosures:

  • the candidate's CV;
  • the candidate's written declaration of consent to stand for election as a member of the Exchange Supervisory Board;
  • a declaration of fulfilment of requirements for members of the Exchange Supervisory Board under i.a. the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations;
  • a declaration of (non-)fulfilment of the independence criteria within the meaning of the Exchange's Articles of Association;
  • the candidate's contact details (phone number, email address);
  • the candidate's declaration of having read the information notice concerning the processing of the personal data of candidates for members of the Supervisory Board of the Warsaw Stock Exchange.

The above-mentioned declaration templates are available on the Company's website at http://www.gpw.pl/walne-zgromadzenie.

The Company will make available information concerning candidates proposed for members of the Exchange Supervisory Board and the candidates' CVs immediately upon receipt on its website at https://www.gpw.pl/walne-zgromadzenie.

The Company will make available all other documents, including without limitation the declaration of fulfilment of requirements for members of the Exchange Supervisory Board under i.a. the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations, at the request of shareholders. Such requests should be signed by the shareholder's duly authorised representatives and provided to the Company in the original counterpart or as a PDF file at [email protected]. When requesting documents, shareholders are required to assert their identity and status as Company shareholder by providing the Company with a certificate of the right to participate in the General Meeting or a depository certificate in the original counterpart or in a PDF file sent to the address mentioned above.

The Company may take appropriate action to identify the shareholder to verify the rights to nominate a candidate to the Exchange Supervisory Board.

12. Access to documentation

The full text of the documentation to be presented to the General Meeting, including the draft resolutions and information about the General Meeting, will be available on the Company's website http://www.gpw.pl/walne-zgromadzenie from the date of convening the General Meeting.

Any shareholder entitled to participate in the General Meeting may receive the full text of the documentation to be presented to the General Meeting in a hard copy at the Company's registered office at ul. Książęca 4, Corporate Relations Department, room 3038, from 11 a.m. to 3 p.m. on business days, but no later than 1 February 2024, following prior announcement of such need by email at the e-mail address: [email protected].

13. Address of the website containing information on the General Meeting and electronic communication between shareholders and the Company

  • 1) All information on the General Meeting will be made available by the Company on the website http://www.gpw.pl/walne-zgromadzenie from the date of convening the General Meeting.
  • 2) The Company makes the following reservation: all communication concerning the General Meeting sent by shareholders electronically shall be considered by the Company only if sent to the address indicated in this announcement, i.e., [email protected]; all of the documents sent to the Company shall be sent in PDF format.
  • 3) The shareholder shall bear the risks associated with its/his/her use of electronic communication.

Management Board of Giełda Papierów Wartościowych w Warszawie S.A.

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