GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • May 20, 2022

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

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 General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company elects Mr/Ms…………………………………... as Chair of the Extraordinary General Meeting held on …………….………. 2022.

§ 2

This Resolution shall come into force on adoption.

Justification

for 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.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning adoption of the agenda

§ 1

The General Meeting of the Company adopts the following agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of 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. Adoption of a resolution concerning appointment of the President of the Exchange Management Board for a new term of office.
• 1. Adoption of resolutions concerning appointment of Judges of the Exchange Court.
• 1. Adoption of resolutions concerning election of the President and Deputy President of the Exchange Court.
• 1. Adoption of a resolution concerning 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 on adoption.

Justification

for the draft Resolution concerning adoption of the agenda

The General Meeting shall proceed according to the adopted agenda.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning appointment of the President of the Exchange Management Board for a new term of office

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 2022, item 861), the Extraordinary General Meeting of the Company resolves as follows:

§ 1

The General Meeting appoints Mr/Ms ……………………………. as President of the Exchange Management Board for a new term of office.

§ 2

The General Meeting requests the Polish Financial Supervision Authority (KNF) to approve the changes to the composition of the Exchange Management Board made by this resolution.

§ 3

In order to implement the provisions of § 2 of this resolution, the General Meeting grants to Mr/Ms ………………………………………… the power of attorney to sign and submit to the Polish Financial Supervision Authority (KNF) the application referred to in § 2, together with the relevant documents, as well as to perform other necessary actions connected with the examination of the said application by the Polish Financial Supervision Authority.

§ 4

The resolution shall come into force on the date of adoption, with the exception of § 1, which shall come into force on the date of delivery to the Company of the decision of the Polish Financial Supervision Authority (KNF) granting approval for the change to the composition of the Exchange Management Board made by this resolution.

Justification

for the draft Resolution concerning appointment of the President of the Exchange Management Board for a new term of office

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.

In view of the expiry of the term of office of the members of the Exchange Management Board on 25 July 2022, it was necessary to appoint the members of the Exchange Management Board, including the President of the Exchange Management Board, for a new term of four years to ensure continuity of the Company's operations.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning appointment of the President of the Exchange Management Board for a new term of office

Pursuant to Article 368 § 4 of the Commercial Companies Code in conjunction with § 20(2) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting appoints Mr/Ms …………………………… as President of the Exchange Management Board for a new term of office.

§ 2

The resolution shall come into force on the date of adoption.

Justification

for 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.

In view of the expiry of the term of office of the members of the Exchange Management Board on 25 July 2022, it was necessary to appoint the members of the Exchange Management Board,

¹ The Company presents an alternative draft resolution of the Extraordinary General Meeting of the Company concerning appointment of the President of the Exchange Management Board for a new term of office in case ...................... currently serving as President of the Exchange Management Board is proposed as a candidate for President of the Exchange Management Board. In such case, the requirement set out in Article 27(1) of the Act of 29 July 2005 on Trading in Financial Instruments concerning the approval of the Polish Financial Supervision Authority (KNF) for a change on the Exchange Management Board is not applicable.

including the President of the Exchange Management Board, for a new term of four years to ensure continuity of the Company's operations.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

Resolution No. [4 -13]

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning appointment of a judge of the Exchange Court

Pursuant to § 28(3) of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company appoints Mr/Ms ………………………………… as judge of the Exchange Court.

§ 2

This Resolution shall come into force on 1 July 2022.

Justification

for the draft Resolution concerning appointment of a judge of the Exchange Court

According to § 28(3) of the Company's Articles of Association, the Exchange Court shall consist of 10 exchange judges elected by the General Meeting for three years.

Pursuant to § 5 of the Rules of the Exchange Court, 10 Exchange Court judges shall be elected by the General Meeting for a period of 3 years.

Due to the expiry of the three-year term of office of the judges of the Exchange Court on 1 July 2022, it was necessary to appoint the judges of the Exchange Court for a new three-year term.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning election of the President of the Exchange Court

Pursuant to § 28(4) of the Company's Articles of Association and § 6(1) of the Exchange Court Rules, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company elects Mr/Ms …………………………………….. as President of the Exchange Court.

§ 2

This Resolution shall come into force on 1 July 2022.

Justification

for the draft Resolution concerning election of the President of the Exchange Court

Pursuant to § 28(4) of the Company's Articles of Association, the Exchange Court shall adjudicate by a panel of three judges. Each party shall appoint one judge and the President or Deputy President of the Exchange Court shall appoint the chair of the panel. The President and the Deputy President of the Exchange Court shall be appointed and dismissed by the General Meeting. The term of office of the President and the Deputy President shall be three years.

According to § 6(1) of the Rules of the Exchange Court, the President and Deputy President of the Exchange Court shall be appointed and dismissed by the General Meeting from among the exchange judges.

Due to the expiry of the three-year term of office of the judges of the Exchange Court on 1 July 2022, it was necessary to appoint the President of the Exchange Court for a new three-year term.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

concerning election of the Deputy President of the Exchange Court

Pursuant to § 28(4) of the Company's Articles of Association and § 6(1) of the Exchange Court Rules, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company elects Mr/Ms …………………………………….. as Deputy President of the Exchange Court.

§ 2

This Resolution shall come into force on 1 July 2022.

Justification

for the draft Resolution concerning election of the Deputy President of the Exchange Court

Pursuant to § 28(4) of the Company's Articles of Association, the Exchange Court shall adjudicate by a panel of three judges. Each party shall appoint one judge and the President or Deputy President of the Exchange Court shall appoint the chair of the panel. The President and the Deputy President of the Exchange Court shall be appointed and dismissed by the General Meeting. The term of office of the President and the Deputy President shall be three years.

According to § 6(1) of the Rules of the Exchange Court, the President and Deputy President of the Exchange Court shall be appointed and dismissed by the General Meeting from among the exchange judges.

Due to the expiry of the three-year term of office of the judges of the Exchange Court on 1 July 2022, it was necessary to appoint the Deputy President of the Exchange Court for a new three-year term.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 15 June 2022

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

Pursuant to Article 400(4) of the Commercial Companies Code, the 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 on 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.

Accordingly, this draft resolution is presented for consideration at the Extraordinary General Meeting.