GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Capital/Financing Update • Jul 15, 2019

Current Report No. 19/2019Date: 15 July 2019Subject: Presentation of a bill of exchange securing the implementation of an agreement concerning co-financing of a research and development project of development of a trading platform under the Operational Programme Smart Development 2014-2020 co-financed by the European Regional Development FundLegal basis: Article 17(1) MAR – inside informationContent:Further to Current Reports No. 7/2019 of 19 April 2019 and No. 17/2019 of 3 July 2019, the Warsaw Stock Exchange (“Exchange", “Company" or “GPW") hereby announces that on 15 July 2019 it presented an own blank bill of exchange to the National Centre for Research and Development with its registered office in Warsaw (“NCBR") securing obligations under the Agreement concerning the co-financing of the project “Research and development work for the development and implementation of a state-of-the-art integrated Trading Platform of ground-breaking performance and capacity parameters and innovative communication protocols and trading algorithms", number POIR.01.01.01-00-0829/18 dated 3 July 2019, financed under the Operational Programme Smart Development Sub-measure 1.1.1 Industrial research and development work implemented by enterprises.The form of collateral and the terms and conditions of the agreement and the bill-of-exchange declaration arise from the terms and conditions of project financing under the Operational Programme Smart Development 2014-2020.According to the agreement and the bill-of-exchange declaration, NCBR may complete the bill of exchange with the amount of provided co-financing which may be subject to refunding, together with interest accrued at the statutory rate of overdue taxes from the date of transfer of the amount to GPW’s account to the day of repayment. NCBR may also complete the bill of exchange with the payment date and insert a “no protest" clause.The bill of exchange may be completed upon the fulfilment of conditions laid down in the Agreement of 3 July 2019 between GPW and NCBR. According to the agreement, the agreement may be terminated and the co-financing shall be refunded in whole or in part without limitation in the following events:• GPW initiates the implementation of the project before the day following the submission of the co-financing application, i.e., the project fails to generate the incentive effect referred to in state aid regulations;• GPW fails to initiate the implementation of the project for more than 3 months after the date set in the agreement, with the exception of events of force majeure and admissible action or omission;• NCBR issues a negative opinion on an implementation report of the project or its phase;• continued implementation of the project by GPW is impossible or aimless, the objective of the project is not achieved, GPW discontinues the implementation of the project or implements it in breach of the agreement or the law, with the exception of events of force majeure and admissible action or omission of GPW, including where: GPW fails to perform industrial research, development work or pre-implementation work planned in the co-financing application or performs it incompletely, without the consent of NCBR; GPW fails to implement results of industrial research or development work or implements it to a different extent that defined in the co-financing application, without the consent of NCBR; GPW buys goods or services in breach of the co-financing agreement; GPW uses co-financing for an illegitimate purpose or receives co-financing unduly or in an excessive amount; GPW fails to present information and explanations about the implementation of the project or fails to present the required documents; GPW sells or grants a licence for the results of industrial research or development work in breach of the agreement; GPW causes non-compliances and fails to eliminate their reasons and effect within the time limit set by the auditor;• GPW refuses to be audited or hinders an audit or fails to implement audit recommendations in due time or fails to ensure the mandatory project audit to be initiated after the implementation of at least 50% of planned expenditures but no later than 80% of planned expenditures;• GPW implements legal and organisational changes which pose a risk to the implementation or the agreement or fails to notify NCBR of intended legal and organisational changes in its status which could have an adverse impact on the implementation of the project or the achievement of project objectives;• no progress is made in the implementation of the project in relation to the time limits set in the co-financing application, with the exception of events of force majeure and admissible action or omission of GPW, which raises the suspicion that the project will not be implemented in full or its objective will not be achieved;• GPW fails to meet the obligation to keep NCBR informed about the implemented project, to present information about economic effects and other benefits arising from the implementation of the project, to participate in surveys, interviews and to provide information necessary for the evaluation of the project, with the exception of events of force majeure and admissible action or omission;• GPW presents untrue or incomplete statements or documents during the implementation of the project or within 5 years after the completion of the project;• GPW winds down its activity, liquidation or bankruptcy proceedings are opened against GPW, or GPW is under forced management, with the exception of events of force majeure and admissible action or omission.The bill of exchange shall be returned to GPW or destroyed at the written request of GPW after the project sustainability period defined in the project co-financing agreement.Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR").