GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • May 28, 2021

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning election of the Chairperson of the General Meeting

Pursuant to Article 409(1) of the Commercial Companies Code and Article 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 …………………………. as Chairperson of the General Meeting held on 21 June 2021.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning election of the Chairperson of the General Meeting

According to Article 409(1) of the Commercial Companies Code, a chairperson is elected from amongst persons eligible to participate in the general meeting. Furthermore, in accordance with Article 12(1) of the Company Articles of Association, a General Meeting will be opened by the Chairman of the Exchange's Supervisory Board or by a person designated by him/her, following which the Chairman of the General Meeting will be elected from among those entitled to participate in the General Meeting.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning adoption of the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 21 June 2021 adopts the following agenda:

• 1. Opening of the General Meeting.
• 1. Election of the Chairperson of the General Meeting.
• 1. Asserting that the General Meeting has been convened correctly and is capable of adopting resolutions.
• 1. Adoption of the Agenda.
• 1. Review of the report of the Management Board on the activity of the Company and the Group in 2020.
• 1. Review of the financial statements of the Company for the year ended 31 December 2020 and the consolidated financial statements of the Group for the year ended 31 December 2020.
• 1. Review of the Management Board report on representation expenses and expenses for legal services, marketing services, public relations and social communication services, and management advisory services for 2020.
• 1. Review of the reports of the Exchange Supervisory Board on the assessment of:
  2. a. the report of the Management Board on the activity of the Company and the Group in 2020, the financial statements of the Company for the year ended 31 December 2020 and the consolidated financial statements of the Group for the year ended 31 December 2020;
  3. b. the motion of the Exchange Management Board concerning distribution of the Company's profit for 2020.
• 1. Review of the report of the Exchange Supervisory Board for 2020 including:
  2. a. the report on the activity of the Supervisory Board as an authority of the Company in 2020;
  3. b. assessment of the situation of the Company in 2020 including: assessment of the financial standing of the Company, assessment of the internal control system and the risk management system of the Company, assessment of the Company's

compliance with disclosure requirements concerning compliance with the corporate governance principles defined in the Exchange Rules and regulations concerning current and periodic reports published by issuers of securities, assessment of compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority, assessment of the Company's sponsoring, charity and other similar activities, assessment of the functioning of the Company's remuneration policy;

• c. assessment of the financial standing of the Group.
• 1. Approval of the report of the Management Board on the activity of the Company and the Group in 2020.
• 1. Approval of the financial statements of the Company for 2020.
• 1. Approval of the consolidated financial statements of the Group for 2020.
• 1. Adoption of the resolution concerning distribution of the Company's profit for 2020.
• 1. Review of the report of the Exchange Supervisory Board concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
• 1. Issuing an opinion on the report of the Exchange Supervisory Board concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
• 1. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2020.
• 1. Vote of discharge of duties to Members of the Exchange Management Board for 2020.
• 1. Approval of the Best Practice for GPW Listed Companies 2021.
• 1. Closing of the General Meeting.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution approving the agenda of the General Meeting

The General Meeting proceeds according to an approved agenda. The agenda of the General Meeting presented in the draft Resolution has been proposed by the Exchange Management Board. According to Article 404(1) of the Commercial Companies Code, no resolution may be passed on matters not included on the agenda of the meeting unless the entire share capital is represented at the General Meeting and none of those present raise an objection about the Resolution.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the report of the Management Board on the activity of the Company and the Group in 2020

Pursuant to Article 393(1) and Article 395(2)(1) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company has reviewed and approves the report of the Management Board on the activity of the Company and the Group in 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

concerning review and approval of the report of the Exchange Management Board on the activity of the Company and the Group in 2020

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(1) of the Commercial Companies Code, the General Meeting shall consider a review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year.

According to Article 55(2a) of the Accountancy Act, a report on the activity of a group may be prepared jointly with the report on the activity of the parent entity as a single report. The Company has availed itself of this option and prepared a single report on the activity of the Parent Entity and the Warsaw Stock Exchange Group in 2020.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the financial statements of the Company for the year ended 31 December 2020

Pursuant to Article 393(1) and Article 395(2)(1) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company has reviewed and approves the separate financial statements of the Company for the year ended 31 December 2020 comprised of:

• the separate statement of financial position as at 31 December 2020 showing total assets and total equity and liabilities at PLN 870,648 thousand (in words: eight hundred seventy million six hundred forty-eight thousand zlotys);
• the separate statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 168,680 thousand (in words: one hundred sixty-eight million six hundred eighty thousand zlotys);
• the separate statement of cash flows for the year ended 31 December 2020 showing an increase in cash and cash equivalents at PLN 90,421 thousand (in words: ninety million four hundred twenty-one thousand zlotys);
• the separate statement of changes in equity for the year ended 31 December 2020 showing an increase of equity by PLN 67,906 thousand (in words: sixty-seven million nine hundred six thousand zlotys);
• notes.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

concerning review and approval of the financial statements of the Company for the year ended 31 December 2020

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(1) of the Commercial Companies Code, the General Meeting shall consider a review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2020

Pursuant to Article 395(5) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company has reviewed and approves the consolidated financial statements of the Group for the year ended 31 December 2020 comprised of:

• the consolidated statement of financial position as at 31 December 2020 showing total assets and total equity and liabilities at PLN 1,362,181 thousand (in words: one billion three hundred sixty-two million one hundred eighty-one thousand zlotys);
• the consolidated statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 151,440 thousand (in words: one hundred fifty-one million four hundred forty thousand zlotys);
• the consolidated statement of cash flows for the year ended 31 December 2020 showing an increase in cash and cash equivalents at PLN 135,345 thousand (in words: one hundred thirtyfive million three hundred forty-five thousand zlotys);
• the consolidated statement of changes in equity for the year ended 31 December 2020 showing a decrease of equity by PLN 50,681 thousand (in words: fifty million six hundred eighty-one thousand zlotys);
• notes.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2020

According to Article 395(5) of the Commercial Companies Code, the Annual General Meeting may review and approve the financial statements of the group within the meaning of accounting regulations and proceed on matters other than listed in Article 395(2).

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company Warsaw Stock Exchange ("Company") dated 21 June 2021

concerning distribution of the Company's profit for 2020

Pursuant to Article 395(2)(2) and Article 348(3)-(5) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company distributes the net profit of the Warsaw Stock Exchange for 2020 amounting to PLN 168,679,522.20 (in words: one hundred sixty-eight million six hundred seventy-nine thousand five hundred twenty-two zlotys twenty grosh) as follows:

	dividend payment:	PLN 104,930,000.00,
	reserves:	PLN 63,749,522.20.

§ 2

The dividend per share shall be PLN 2.50 (in words: two zlotys fifty grosh).

§ 3

The dividend record date shall be 23 July 2021.

§ 4

The dividend payment date shall be 5 August 2021.

§ 5

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning distribution of the Company's profit for 2020

According to Article 395(2)(2) of the Commercial Companies Code, the annual general meeting shall pass a resolution concerning distribution of the profit or coverage of the loss.

The proposed dividend payment in the total amount of PLN 104,930,000.00 implies a payment of PLN 2.50 per share. The dividend payout rate will be 69.3% of the consolidated net profit (77.3% of the net profit attributable to the shareholders of the parent entity adjusted for the share of profit of associates) and the dividend yield will be 5.36% based on GPW's capitalisation as at 20 April 2021.

The dividend amount proposed by the Exchange Management Board is consistent with GPW's dividend policy, published in the Exchange's current report no. 4/2019, which provides for a dividend payment depending on the profitability and financial capacity of GPW at more than 60% of the consolidated net profit of the GPW Group for the financial year attributable to the shareholders of GPW adjusted for the share of profit of associates.

According to the dividend policy, the GPW Management Board has declared that it intends to recommend to the General Meeting a dividend payment:

• from the 2019 profit of at least PLN 2.4 per share;
• annual increase of the dividend from the profits of 2020-2020 by at least PLN 0.1 per share.

The Exchange Management Board has proposed the dividend amount taking into account among others the following factors:

• the financial results of the GPW Group in 2020;
• the Guidelines for companies with a stake held by the State Treasury which prepare financial statements for 2020, approved by the Chancellery of the Prime Minister in September 2020;
• consistently high return ratios: ROE (14.6%) and ROA (11.1%) in 2020, consistently high current liquidity (4.9 in 2020), high and growing financial resources, and no risk to the payment of debt (negative net debt);
• investment needs derived from the implementation of the GPW Group's strategy GPW#2022;
• dividend yield and dividend payout rate of comparable companies;
• liquidity needs of the GPW Group depending on current and expected market and regulatory conditions, current operating expenses and debt service, and optimisation of the structure of financing of the GPW Group;
• fees charged for high account balances imposed by banks and low interest rates on bank deposits.

According to Article 348(3) of the Commercial Companies Code, the annual general meeting of a public company and a non-public company whose shares are recorded in the securities depository shall set the dividend date.

According to Article 348(4) of the Commercial Companies Code, the annual general meeting shall set a dividend record date which shall be no earlier than five days and no later than three months after the date of the resolution concerning profit distribution. If the resolution of the annual general meeting sets no dividend record date, the dividend record date shall be five days after the date of the resolution concerning profit distribution.

According to Article 348(5) of the Commercial Companies Code, dividend shall be paid on the date set in the resolution of the general meeting and if the resolution of the general meeting sets no dividend payment date, the dividend shall be paid on a date set by the supervisory board. The dividend payment date shall be set within three months after the dividend record date. If the general meeting and the supervisory board set no dividend payment date, the dividend payment date shall be immediately after the dividend record date.

According to the Best Practice of GPW Listed Companies 2016, the dividend record date and the dividend payment date should be set so as to ensure that the period between them is no longer than 15 business days.

According to Article 121(2) of the Detailed Rules of Operation of Krajowy Depozyt Papierów Wartościowych, the dividend payment date shall be no earlier than five days after the dividend record date. According to Article 9(1) of the Rules of Krajowy Depozyt Papierów Wartościowych, the number of days in set time limits shall exclude all official holidays, specified in the applicable regulations, and Saturdays.

The dividend record date and the dividend payment date have been set in keeping with the aforementioned principles.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning an opinion on the report concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange

Pursuant to Article 395(2 ¹) of the Commercial Companies Code and Article 90g(6) of the Act of 29 July 2005 on Public Offering, the Conditions of Introducing Financial Instruments to an Organised Trading System, and Public Companies, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company hereby issues a positive opinion on the report concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange for the years 2019-2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning an opinion on the report concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange

According to Article 395(2¹) of the Commercial Companies Code, the general meeting of any company referred to in Article 90c(1) of the Act of 29 July 2005 on Public Offering, the Conditions of Introducing Financial Instruments to an Organised Trading System, and Public Companies shall also pass a resolution referred to in Article 90g(6) of that Act or hold a discussion referred to in Article 90g(7) of that Act.

According to Article 90g(6) of the Act of 29 July 2005 on Public Offering, the Conditions of Introducing Financial Instruments to an Organised Trading System, and Public Companies, the general meeting shall pass a resolution issuing an opinion on the remuneration report which shall be prepared by the supervisory board. Such resolution is advisory in nature.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Michał Bałabanow as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 23 June 2020 to 31 December 2020 when Mr Michał Bałabanow was a Member of the Exchange Supervisory Board, including as Secretary to the Exchange Supervisory Board from 6 July 2020.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Bogusław Bartczak as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 22 June 2020 when Mr Bogusław Bartczak was a Member of the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Krzysztof Jajuga as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 22 June 2020 when Mr Krzysztof Jajuga was a Member of the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Dominik Kaczmarski as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 23 June 2020 to 31 December 2020 when Mr Dominik was a Member of the Exchange Supervisory Board, including as Chairman of the Exchange Supervisory Board from 6 July 2020.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Janusz Krawczyk as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Janusz Krawczyk was a Member of the Exchange Supervisory Board, including as Deputy Chairman of the Exchange Supervisory Board until 22 June 2020.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Jakub Modrzejewski as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Jakub Modrzejewski was a Member of the Exchange Supervisory Board, including as Chairman of the Exchange Supervisory Board until 22 June 2020 and Deputy Chairman of the Exchange Supervisory Board from 6 July 2020.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Filip Paszke as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Filip Paszke was a Member of the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Piotr Prażmo as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 22 June 2020 when Mr Piotr Prażmo was a Member of the Exchange Supervisory Board and Secretary to the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Eugeniusz Szumiejko as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 5 July 2020 when Mr Eugeniusz Szumiejko was a Member of the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Adam Szyszka as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 23 June 2020 to 31 December 2020 when Mr Adam Szyszka was a Member of the Exchange Supervisory Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Piotr Borowski as Member of the Exchange Management Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Management Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Piotr Borowski was a Member of the Exchange Management Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Marek Dietl as Member of the Exchange Management Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Management Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Marek Dietl was President of the Exchange Management Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Jacek Fotek as Member of the Exchange Management Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Management Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 30 April 2020 when Mr Jacek Fotek was Vice-President of the Exchange Management Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Mr Dariusz Kułakowski as Member of the Exchange Management Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Management Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Mr Dariusz Kułakowski was a Member of the Exchange Management Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company gives a vote of discharge of duties to Ms Izabela Olszewska as Member of the Exchange Management Board in the financial year 2020.

§ 2

This Resolution shall come into force on the day of adoption.

Justification

of the draft Resolution concerning a vote of discharge of duties to a Member of the Exchange Management Board

According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.

According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.

The vote of discharge of duties is for the period from 1 January 2020 to 31 December 2020 when Ms Izabela Olszewska was a Member of the Exchange Management Board.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

approving the Best Practice for GPW Listed Companies 2021

In connection with the adoption of the Best Practice for GPW Listed Companies 2021 by the Exchange Supervisory Board, the General Meeting of the Company resolves as follows:

§ 1

Considering that the Exchange Supervisory Board and the Exchange Management Board have accepted the Best Practice for GPW Listed Companies 2021 and some of the principles defined therein are addressed to the shareholders of listed companies, the General Meeting of the Company declares compliance with the Best Practice for GPW Listed Companies 2021.

§ 2

This Resolution shall come into force on the day of adoption, effective as of 1 July 2021.

Justification

of the draft Resolution approving the Best Practice for GPW Listed Companies 2021

According to the Best Practice for GPW Listed Companies 2021, approved in a resolution of the Supervisory Board of the Warsaw Stock Exchange of 29 March 2021, each corporate body acting within its powers issues decisions concerning compliance with the principles of the Best Practice. All corporate bodies are expected to take actions, including both practical steps and official declarations, to enable the best possible compliance with the principles of the Best Practice by all their addressees subject to the principles of proportionality and adequacy.

The Exchange Management Board and the Exchange Supervisory Board have accepted the Best Practice for GPW Listed Companies 2021.

In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.