AGM Information • May 20, 2019
AGM Information
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Pursuant to Article 409 § 1 of the Commercial Companies Code and § 12 subpara. 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 17 June 2019.
§ 2
This Resolution shall come into force on the day of adoption.
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 § 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 Ordinary General Meeting.
The General Meeting of the Company held on 17 June 2019 hereby approves the following agenda of the General Meeting:
determined by the Exchange Rules and regulations concerning current and periodic information submitted by the issuers of securities, assessment of the policy conducted by GPW with regard to sponsoring, charitable and other similar activities, assessment of the functioning of the remuneration policy in GPW,
This Resolution shall come into force on the day of adoption.
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 Ordinary General Meeting.
Warsaw Stock Exchange ("Company")
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 Exchange Management Board on the activity of the Company in 2018 (included in the report of the Exchange Management Board on the activity of the Capital Group in 2018).
The General Meeting of the Company has reviewed and approves the separate financial statements of the Company for the year ended 31 December 2018 comprised of:
§ 3
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Warsaw Stock Exchange ("Company")
Pursuant to Article 395 § 2 point 2) and Article 348 § 4 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 Company for 2018 amounting to PLN 151,928,816.18 (in words: one hundred fifty-one million nine hundred twenty-eight thousand eight hundred sixteen zlotys eighteen grosh) as follows:
| | dividend payment: | PLN 133 470 960.00, |
|---|---|---|
| | reserves: | PLN 18 457 856.18. |
The dividend shall be PLN 3.18 (in words: three zloty eighteen grosh) per share.
§ 3
The dividend record date shall be 19 July 2019.
The dividend payment date shall be 2 August 2019.
§ 5
§ 4
This Resolution shall come into force on the day of adoption.
According to Article 395 § 2 point 2) of the Commercial Companies Code, the general meeting shall consider a resolution concerning distribution of the company's profit or coverage of its loss.
The proposed dividend payment in the total amount of PLN 133,470,960.00 implies a dividend of PLN 3.18 per share. The dividend payout rate will be 72.7% of the consolidated profit (77.1% of net profit of the parent entity attributable adjusted for the share of profit of associates) and the dividend yield will be 8.15% based on GPW's capitalisation as at 26 March 2019.
The amount of the dividend proposed by the Exchange Management Board is consistent with GPW's strategy and its dividend policy, which provides for dividend payment above 60% of the consolidated net profit of the GPW Group of the financial year attributable to the shareholders of GPW adjusted for the share of profit of associates, depending on the profitability and financial capacity of GPW.
The factors pertinent to the dividend amount recommended by the Exchange Management Board include the following:
According to Article 348 § 4 of the Commercial Companies Code, the general meeting of a public company shall set the dividend record date and the dividend payment date. The dividend record date shall be no earlier than five days and no later than three months after the date of the resolution.
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 § 106 subpara. 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 § 5 subpara. 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 Ordinary General Meeting.
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 report on the activity of the Company's Group in 2018.
§ 2
The General Meeting of the Company has reviewed and approves the consolidated financial statements of the Company's Group for the year ended 31 December 2018 comprised of:
§ 3
This Resolution shall come into force on the day of adoption.
According to Article 395 § 5 of the Commercial Companies Code, the Ordinary 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 Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Bogusław Bartczak was a Member of the Exchange Supervisory Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 Kaczmarczyk as Member of the Exchange Supervisory Board in the financial year 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 20 August 2018 when Mr Krzysztof Kaczmarczyk was a Member of the Exchange Supervisory Board and the Secretary to the Exchange Supervisory Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 19 June 2018 to 31 December 2018 when Mr Janusz Krawczyk was a Member of the Exchange Supervisory Board, including as Deputy Chairman of the Exchange Supervisory Board from 16 July 2018.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Jakub Modrzejewski was a Member of the Exchange Supervisory Board and Deputy Chairman of the Exchange Supervisory Board and Chairman of the Exchange Supervisory Board from 16 July 2018.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 Wojciech Nagel as Member of the Exchange Supervisory Board in the financial year 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 19 June 2018 when Mr Wojciech Nagel was a Member of the Exchange Supervisory Board and Chairman of the Exchange Supervisory Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Filip Paszke was a Member of the Exchange Supervisory Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Piotr Prażmo was a Member of the Exchange Supervisory Board, including as the Secretary to the Exchange Supervisory Board from 10 September 2018.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Eugeniusz Szumiejko was a Member of the Exchange Supervisory Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 August 2018 to 31 December 2018 when Mr Piotr Borowski was a Member of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 Cieciórski as Member of the Exchange Management Board in the financial year 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 23 April 2018 when Mr Michał Cieciórski was a Member of the Exchange Management Board and the Vice-President of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Marek Dietl was a Member of the Exchange Management Board and the President of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Jacek Fotek was a Member of the Exchange Management Board and the Vice-President of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 2018 to 31 December 2018 when Mr Dariusz Kułakowski was a Member of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 393 point 1) and Article 395 § 2 point 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 2018.
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393 point 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 point 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 August 2018 to 31 December 2018 when Ms Izabela Olszewska was a Member of the Exchange Management Board.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 subpara. 1 and subpara. 3 point 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.
According to Article 385 § 1 of the Commercial Companies Code, the supervisory board shall consist of at least three and, in public companies, of at least five members appointed and dismissed by the general meeting.
According to § 13 subpara. 1 of the Company's Articles of Association, the Exchange's Supervisory Board will be composed of 5 to 7 members elected and dismissed by the General Meeting. In the event of voting in groups under Art. 385.3 of the Commercial Companies Code the Exchange's Supervisory Board will be composed of 7 members. The Exchange's Supervisory Board members will be elected for the joint term of office of three years.
According to § 13 subpara. 3 point 2 of the Company's Articles of Association, at least one Exchange's Supervisory Board member must be elected from amongst the candidates nominated by the shareholder or shareholders representing jointly less than 10 per cent of the Company's share capital who at the same time are not the Exchange's members.
In connection with the resignation of Mr Krzysztof Kaczmarczyk, Exchange Supervisory Board Member appointed according to § 13 subpara. 3 point 2 in conjunction with § 13 subpara. 11 of the Company's Articles of Association, a new Member of the Exchange Supervisory Board has to be elected.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting. The Exchange Supervisory Board has issued a positive opinion on the draft Resolution.
Acting pursuant to Article 430 § 1 of the Commercial Companies Code, the General Meeting of the Company hereby resolves to amend the Articles of Association of the Company ("Articles of Association") as follows:
Art. 4.1 of the Articles of Association reading as follows:
"The Company's share capital is PLN 41,972,000 (forty one million nine hundred and seventy two thousand zlotys) and is divided into 41,972,000 (forty one million nine hundred and seventy two thousand) shares with the nominal value of PLN 1 (one zloty) each, including:
14,779,470 registered series A shares preferred:
1) by each share conferring two votes; and
2) as set out in Art. 9.4.2);
27,192,530 ordinary bearer series B shares."
shall be replaced by the following:
"1. The Company's share capital is PLN 41,972,000 (forty one million nine hundred and seventy two thousand zlotys) and is divided into 41,972,000 (forty one million nine hundred and seventy two thousand) shares with the nominal value of PLN 1 (one zloty) each, including:
14,772,470 registered series A shares preferred:
1) by each share conferring two votes; and
Art. 5.1 of the Articles of Association reading as follows:
"1. The shareholders are entitled to participate in the profits shown in the audited financial statements and designated for distribution to the shareholders by the General Meeting."
shall be replaced by the following:
"1. The shareholders are entitled to participate in the profits shown in the financial statements audited by the audit firm and designated for distribution to the shareholders by the General Meeting."
Art. 9.1a(3) reading as follows:
"3) approving any actions involving:
a) disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment, and long-term investments, including their contribution to a company or co-operative, if the market value of such assets is more than 5% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements, and giving such assets for use to another entity for a period of more than 180 days in a calendar year, under a legal transaction, if the market value of the object of such legal transaction is more than 5% of the total assets, where giving for use in the case of:
for one year, if the asset is given under agreements concluded for an undetermined period,
for the term of the agreement, for agreements concluded for a determined period;
(ii) lending agreements and other agreements giving an asset for use by other entities without a fee - the market value of the object of the legal transaction is understood as the amount equivalent to the value of benefits that would be payable under lease or rent agreements:
for one year, if the asset is given under agreements concluded for an undetermined period,
for the term of the agreement, for agreements concluded for a determined period;
(ii) 10% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements."
shall be deleted.
Art. 14. of the Articles of Association reading as follows:
shall be replaced by the following:
Art. 18 of the Articles of Association reading as follows:
public relations and social communications service charges, and management advisory service charges;
a) a donation or another agreement with a similar effect at a value greater than PLN 20,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
b) cancellation of debt or another agreement with a similar effect at a value greater than PLN 50,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
5) approving an acquisition or disposal of shares or participations in commercial law companies where their value at the acquisition price or selling price is greater than 1/10 of the share capital of the Company, subject to § 9.1a(3)(c) and (d) and § 9.2(2).
shall be replaced by the following:
The Exchange Supervisory Board will exercise regular supervision over the Company's operations.
In addition to the powers vested in the Exchange Supervisory Board under the other provisions of these Articles of Association, the Exchange Supervisory Board will have the following powers:
1) assessing the financial statements for the previous financial year and the Exchange Management Board's report on the activity of the Company, containing among others information on representation expenses, as well as legal fees, marketing service charges, public relations and social communications service charges, and management advisory service charges, as well as a report on compliance with best practice defined by the Prime Minister under the Act of 16 December 2016 on principles of management of State property;
3% of the total assets, where giving for use in the case of:
(i) lease or rent agreements or other agreements giving an asset for use by other entities for a fee - the market value of the object of the legal transaction is understood as the value of benefits paid:
– for one year, if the asset is given under agreements concluded for an undetermined period,
– for the term of the agreement, for agreements concluded for a determined period;
of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements of the Company;
Art. 20.3 of the Articles of Association reading as follows:
"3. Subject to item 2, members of the Exchange Management Board shall be appointed and dismissed by the Exchange Supervisory Board following a qualification procedure carried out by the Exchange Supervisory Board in order to check and assess the qualifications of the candidates and to select the best candidate. The terms and conditions of the qualification procedure shall be defined by the Exchange Supervisory Board."
shall be replaced by the following:
"3. Subject to item 2, members of the Exchange Management Board shall be appointed and dismissed by the Exchange Supervisory Board. Members of the Exchange Management Board shall be appointed following a qualification procedure carried out by the Exchange Supervisory Board in order to check and assess the qualifications of the candidates and to select the best candidate. The terms and conditions of the qualification procedure shall be defined by the Exchange Supervisory Board."
§ 7
Art. 22a. of the Articles of Association reading as follows:
shall be replaced by the following:
"1. Non-current assets within the meaning of the Accounting Act whose market value is greater than 0.1% of the Company's total assets determined on the basis of the most recent approved financial statements may be disposed in an auction or tender unless:
This Resolution shall come into force on the date of its adoption, however, the amendment of the Articles of Association shall have legal effect provided that it is approved by the Polish Financial Supervision Authority and registered by the competent court.
The amendment of Article 4.1 of the Exchange Articles of Association is a consequence of the conversion of 7,000 series A registered shares to series B ordinary bearer shares under Resolution No. 168/2019 of the Warsaw Stock Exchange Management Board dated 14 March 2019.
The amendment of Article 5.1 is required in order to align it with the currently effective Act on Auditors, Audit Firms and Public Supervision.
The deletion of Article 9.1a(3) follows from the amendment of the Act of 16 December 2016 on Principles of Management of State Property, which allows for a change of the company's authority competent to approve specific legal transactions specified therein, whereby the general meeting is replaced by the supervisory board. In the opinion of the Company, such change is justified by the Company being a public company and by the implementation of the GPW Group's strategy. Planned and potential strategic initiatives may require quick corporate decisions. If the general meeting were to be convened at each time, this could impede or prevent specific transactions. To call a general meeting, the Company needs to publish the agenda as well as draft resolutions with their justification. Thus, when such information is published, the market will become aware of investments (transactions) planned by the Exchange as early as 26 days before the potential transaction while it is common market practice not to disclose such confidential information. If such decisions remain within the powers of the general meeting, that could significantly weaken the bargaining position of the Exchange, in particular with respect to mergers and acquisitions, and prevent the Exchange from responding in a flexible manner to potential changes of circumstances of such transactions.
The transfer of those powers from the General Meeting to the Exchange Supervisory Board is linked with more restrictive conditions than those defined in the Act on Principles of Management of State Property.
The amendment of Article 14.1 is aimed to improve the transparency of the provisions of the Articles of Association concerning the independence of members of the Exchange Supervisory Board. Therefore, it is proposed therein to define the criteria of independence of members of the Exchange Supervisory Board similar to the criteria of independence defined for members of audit committees in the regulations governing the functioning of audit firms and auditors, in particular the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and the criteria of independence defined in the Best Practice of GPW Listed Companies 2016.
The draft Article 14.2 reflects the current practice, where members of the Exchange Supervisory Board immediately notify the Company of any events affecting their fulfilment of the criteria of independence.
The amendment of Article 14.3 (previous item 4) specifies that the sanctions for non-fulfilment of the criteria of independence apply to members of the Exchange Supervisory Board nominated by shareholders who are Exchange members and by the "Minority Shareholder(s)".
The amendment of Article 14.4 (previous item 5) follows from the amendments to item 1.
The amendment of Article 14.5 (previous item 6) specifies in the Articles of Association that the nomination and remuneration committee of the Exchange Supervisory Board is a mandatory committee because a nomination committee is required under the Act of 29 July 2005 on Trading in Financial Instruments. Furthermore, it provides that the detailed tasks, the principles of appointing and functioning of these committees shall be set out in the committee rules approved by the Exchange Supervisory Board.
Article 18 extends the powers of the Exchange Supervisory Board to include responsibilities arising from applicable regulations or guidelines binding on the Company, including in particular:
fixed assets, acquisition of fixed assets, acquisition or taking up shares of other companies, disposal of shares of other companies whose value is defined in the Act). Furthermore, it is clarified that, for the disposal of shares or participations, their market value must be used. The transfer of those powers from the General Meeting to the Exchange Supervisory Board is linked with more restrictive conditions than those defined in the Act on Principles of Management of State Property. In the case of approving the acquisition, taking up or sale of shares or participations of commercial law companies, one of the existing conditions has been retained, i.e., the existing threshold for transactions which require the approval of the Exchange Supervisory Board at 1/10 of the share capital of the Company (PLN 4,197,200), which is much less than PLN 100,000,000 defined in the Act on Principles of Management of State Property. Moreover, the list of reports presented by the Management Board and reviewed by the Exchange Supervisory Board has been extended to include the report on compliance with best practice. The rules of calculation of the value of legal services, marketing services, public relations and social communications services, and management advisory services have been clarified.
For the avoidance of any doubt in interpretation, provisions have been added to the effect that if any action defined in the Articles of Association must be approved by the Exchange Supervisory Board and the General Meeting, the approval of the General Meeting will suffice, provided that the Supervisory Board considers and presents opinions on the items to be placed on the General Meeting's agenda.
Furthermore, the powers of the Exchange Supervisory Board have been extended to include the influence of the Exchange Supervisory Board on internal regulations important to the functioning of the Company and on the organisational chart defining the internal division of competences on the Exchange Management Board.
The amendment of Article 20.3 is an editorial amendment designed in order to clarify the provision.
The amendment of Article 22a.1 follows from the amendment of the Act of 16 December 2016 on Principles of Management of State Property; it adds auctions (apart from tenders) to the rules for the disposal of fixed assets and clarifies that the market value of the asset to be sold must be used.
Pursuant to § 28 subpara. 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 elects ……………. as an arbitrator of the Exchange Court.
§ 2
This Resolution shall come into force on 1 July 2019.
According to § 28 subpara. 3 of the Company's Articles of Association, the Exchange Court will be composed of 10 exchange arbitrators elected by the General Meeting for a term of three years.
In connection with the expiry of the three-year term of office of the arbitrators of the Exchange Court on 30 June 2019, the General Meeting should, acting within the powers vested in it by the Company's Articles of Association, elect 10 exchange arbitrators.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to § 28 subpara. 4 of the Company's Articles of Association and § 6 subpara. 1 of the Rules of the Exchange Court, the General Meeting of the Company resolves as follows:
§ 1
The General Meeting of the Company elects ……………. as the President of the Exchange Court.
§ 2
This Resolution shall come into force on 1 July 2019.
According to § 28 subpara. 4 of the Company's Articles of Association, the power to appoint and dismiss the President or Vice-President of the Exchange Court will be vested in the General Meeting. The term of office of both the President and the Vice-President will be three years.
In connection with the expiry of the three-year term of office of the President of the Exchange Court Andrzej Szumański on 30 June 2019, the General Meeting should, acting within the powers vested in it by the Company's Articles of Association, elect the President of the Exchange Court for the next term of office.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
Pursuant to § 28 subpara. 4 of the Company's Articles of Association and § 6 subpara. 1 of the Rules of the Exchange Court, the General Meeting of the Company resolves as follows:
§ 1
The General Meeting of the Company elects ……………. as the Vice-President of the Exchange Court.
§ 2
This Resolution shall come into force on 1 July 2019.
According to § 28 subpara. 4 of the Company's Articles of Association, the power to appoint and dismiss the President or Vice-President of the Exchange Court will be vested in the General Meeting. The term of office of both the President and the Vice-President will be three years.
In connection with the expiry of the three-year term of office of the Vice-President of the Exchange Court Aleksander Chłopecki on 30 June 2019, the General Meeting should, acting within the powers vested in it by the Company's Articles of Association, elect the Vice-President of the Exchange Court for the next term of office.
In connection with the foregoing, this draft Resolution is tabled to the Ordinary General Meeting.
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