GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Mar 26, 2018

Resolution No. 1

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 23 April 2018

concerning election of the Chairperson of the General Meeting

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 Mr ………………………… as Chairperson of the General Meeting held on 23 April 2018.

§ 2.

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

Resolution No. 2

of the Extraordinary General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A.

(Warsaw Stock Exchange, "Company")

dated 23 April 2018

approving the agenda of the General Meeting

§ 1.

The General Meeting of the Company held on 23 April 2018 hereby approves the following agenda of the General Meeting:

• 1. Opening of the Extraordinary General Meeting.
• 1. Appointment of the Chairperson of the Extraordinary General Meeting.
• 1. Asserting that the Extraordinary General Meeting has been convened correctly and is capable of adopting resolutions.
• 1. Adoption of the Agenda.
• 1. Passing a decision concerning the sale of shares of Aquis Exchange Limited.
• 1. Closing of the Extraordinary General Meeting.

§ 2.

This Resolution shall take effect on the date of adoption.

Resolution No. 3

of the Extraordinary General Meeting of

Giełda Papierów Wartościowych w Warszawie S.A.

("Warsaw Stock Exchange" or "Company")

dated 23 April 2018

concerning the sale of shares of Aquis Exchange Limited

Pursuant to § 9 (2) (2) of the Articles of Association of the Company, the General Meeting of the Company resolves as follows:

§ 1.

The General Meeting of the Company approves the sale of 384,025 shares of Aquis Exchange Limited ("Aquis") by the Warsaw Stock Exchange at a total price not lower than GBP 11,475,000. The final transaction price will depend on market conditions.

§ 2.

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

Justification

GPW currently holds 20.31% of the voting and economic rights attached to shares of Aquis Exchange Limited ("Aquis"), an affiliate of GPW. The initial value of GPW's investment in Aquis at cost was (GBP 5 million, i.e., PLN 25.3 million).

As at 31 December 2017, the value of GPW's Stake in the financial statements was as follows:

• • Separate Financial Statements: PLN 25.3 million,
• • Consolidated Financial Statements: PLN 13.1 million.

In January 2018, the Extraordinary General Meeting of Aquis gave its indicative approval for the initiation of a public sale of shares of Aquis. GPW negotiated a minimum selling price of GPW's Stake at PLN 11.475 million.

The IPO of Aquis and the negotiated minimum conditions open a potential opportunity to sell shares of Aquis held by GPW since 2013 at a fair return on the investment greater than GPW's weighted average cost of capital.