GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Jul 11, 2019

Resolution No. 1

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 6 August 2019

concerning election of the Chairperson of the 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 …………………………. as Chairperson of the General Meeting held on 6 August 2019.

§ 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 among persons eligible to participate in the general meeting. Furthermore, in accordance with § 12 (1) of the Company's Articles of Association, a General Meeting will be opened by the Chairman of the Exchange 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 Extraordinary General Meeting.

The Exchange Supervisory Board has issued a positive opinion on the draft Resolution.

Resolution No. 2

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 6 August 2019

approving the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 6 August 2019 hereby approves the following agenda of the General Meeting:

• 1. Opening of the General Meeting.
• 1. Appointment 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. Changes to the composition of the Exchange Supervisory Board.
• 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.

A vacancy on the Exchange Supervisory Board must be filled following the resignation of Mr Krzysztof Kaczmarczyk as a member of the Exchange Supervisory Board appointed pursuant to § 13 (3)(2) in accordance with § 13 (11) of the Company's Articles of Association. Considering that the Ordinary General Meeting of the Exchange held on 17 June 2019 did not appoint a member of the Exchange Supervisory Board from amongst candidates proposed by a Minority Shareholder or Minority Shareholders jointly representing less than 10% of the Company's share capital who are not Exchange Members, an Extraordinary General Meeting of the Exchange must be convened in connection with § 13 (6) of the Company's Articles of Association in order to fill the vacancy on the Exchange Supervisory Board.

Further to the foregoing, this draft resolution is hereby tabled to the Extraordinary General Meeting.

The Exchange Supervisory Board has issued a positive opinion on the draft Resolution.

Resolution No. 3

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 6 August 2019

concerning the appointment of a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) and § 13 (3) (2) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:

§ 1

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

§ 2

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

Justification

of a draft resolution appointing 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. In the case of voting by groups according to Article 385 § 3 of the Code of Commercial Companies, the Exchange Supervisory Board shall be comprised of 7 members. The common term of office of members of the Exchange Supervisory Board shall be three years.

Pursuant to § 13 (3)(2) of the Company's Articles of Association, at least one member of the Exchange Supervisory Board shall be elected from amongst candidates proposed by a Minority Shareholder or Minority Shareholders jointly representing less than 10% of the Company's share capital who are not Exchange Members.

A vacancy on the Exchange Supervisory Board must be filled following the resignation of Mr Krzysztof Kaczmarczyk as a member of the Exchange Supervisory Board appointed pursuant to § 13 (3)(2) in accordance with § 13 (11) of the Company's Articles of Association. Considering that the Ordinary General Meeting of the Exchange held on 17 June 2019 did not appoint a member of the Exchange Supervisory Board from amongst candidates proposed by a Minority Shareholder or Minority Shareholders jointly representing less than 10% of the Company's share capital who are not Exchange Members, an Extraordinary General Meeting of the Company must be convened in connection with § 13 (6) of the Company's Articles of Association in order to fill the vacancy on the Exchange Supervisory Board.

Further to the foregoing, this draft resolution is hereby tabled to the Extraordinary General Meeting.

This draft resolution has been approved by the Exchange Supervisory Board.