GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Nov 2, 2016

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 30 November 2016

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 Ms/Mr ....................................... as Chairperson of the General Meeting held on 30 November 2016.

§ 2.

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

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 30 November 2016

concerning adoption of the agenda of the General Meeting

§ 1.

The General Meeting of the Company held on 30 November adopts the following agenda:

• 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. Adoption of a resolution determining the terms of setting the remuneration of Members of the Management Board.
• 1. Adoption of a resolution determining the terms of setting the remuneration of Members of the Supervisory Board.
• 1. Changes in the Supervisory Board.
• 1. Closing of the General Meeting.

§ 2.

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

Along with the request to convene the Extraordinary General Meeting of the Warsaw Stock Exchange, including the agenda as above, the State Treasury provided the following justification:

The agenda items of the Extraordinary General Meeting of the Warsaw Stock Exchange concerning a resolution determining the terms of setting the remuneration of Members of the Management Board of the Company and a resolution determining the terms of setting the remuneration of Members of the Supervisory Board of the Company follow from the provisions of Article 2(1) of the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies (Journal of Laws of 2016, item 1202), whereby the Minister of Treasury as the entity authorised to exercise equity rights in the company Warsaw Stock Exchange is obliged to take actions in order to determine and apply in the Company the terms of remuneration of Members of the managing body and Members of the supervisory body, as defined in the Act, no later than the date of the ordinary general meeting held to review and approve the report of the management board on the activity of the company and the financial statements for the financial year starting in 2016.

The agenda item of the Extraordinary General Meeting of the Warsaw Stock Exchange concerning changes on the Supervisory Board of the Company follows from the authority of the General Meeting to dismiss and elect Members of the Supervisory Board and aims to strengthen the supervision exercised by the Supervisory Board over the activity of the Company.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 30 November 2016

determining the terms of setting the remuneration of Members of the Management Board of Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna (Warsaw Stock Exchange)

Acting pursuant to Article 2.2(1), Article 4, Article 5, Article 6, Article 7 and Article 8 of the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies (Journal of Laws of 2016, item 1202) and § 18.2(7) of the Articles of Association of the Warsaw Stock Exchange, the General Meeting of the Warsaw Stock Exchange ("Company") resolves as follows:

§ 1

• 1. An agreement shall be signed with a Member of the Management Board of the Company concerning the provision of management services for the term of the mandate ("Agreement") with the obligation of personal provision, whether or not the Member acts in a business capacity.
• 1. The provisions of the Agreement shall be determined by the Supervisory Board on the terms laid down in the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies ("Act") and in accordance with this present Resolution.

§ 2

1. The total remuneration of a Member of the Management Board of the Company shall consist of a fixed part, which represents the monthly base salary ("Fixed Remuneration"), and a variable part, which represents the supplementary remuneration for a financial year of the Company ("Variable Remuneration").

2. 1. The monthly Fixed Remuneration for each Member of the Management Board of the Company shall fall within the range from ………………………. to ……………………….. of the average monthly remuneration in the corporate sector net of profit-based awards in the fourth quarter of the preceding year, published by the President of the Central Statistical Office (GUS).
3. 1. The Supervisory Board of the Company shall be authorised to determine the amount of the Fixed Remuneration for each Member of the Management Board according to sub-paragraph 2.
4. 1. The Variable Remuneration shall depend on the degree of achievement of the Management Targets and it shall not exceed …………………………… % of the Fixed Remuneration.
5. 1. Management Targets shall be determined, including in particular: restructuring of the Company or growth of the Company value, improvement of economic and financial indicators.
6. 1. The Supervisory Board of the Company shall be authorised to determine the specific Management Targets, referred to in sub-paragraph 2, and to determine the Weights of the Targets as well as objective and measurable criteria (indicators) of their achievement and discharge (KPI). 90% of the Weights shall be determined for the objective and measurable criteria of the achievement and discharge of the Targets, which shall make the Variable Remuneration a claim to such extent, subject to sub-paragraph 6.
7. 1. A separate target, and a condition for the payment of the variable part of the remuneration, which represents the supplementary remuneration for a financial year of the Company, shall be determined as the development and application of the terms of remuneration of Members of management and supervisory bodies of subsidiaries in compliance with the terms laid down in the Act.
8. 1. The fulfilment of the conditions of the Variable Remuneration of each Member of the Management Board for whom Management Targets were determined for a given financial year and who were in office in the financial year under evaluation shall be confirmed by the Supervisory Board by determining the amount due, on the basis of audited financial statements and other documents depending on the set Targets, subject to subparagraph 6.
9. 1. The Variable Remuneration shall be due after the Management Board report on the activity of the Company and the financial statements for the preceding financial year are approved and the Member receives a vote of discharge of duties from the General Meeting.

§ 4

• 1. The Agreement shall obligate the Member of the Management Board to disclose any intention to serve on the authorities of other commercial companies and to acquire shares in commercial companies, and it may prohibit serving on the authorities of any other commercial company or impose other restrictions on additional activities of the Member of the Management Board.
• 1. The Member of the Management Board shall receive no remuneration for serving on the authorities of subsidiaries of the Company in the group of companies within the meaning of Article 4(14) of the Competition and Consumer Protection Act of 16 February 2007.
• 1. The Supervisory Board shall be authorised to define the prohibitions and restrictions referred to in sub-paragraphs 1 and 2 above, the obligation to report compliance, and sanctions for non-compliance.

§ 5

1. The Supervisory Board shall define in the Agreement the scope and the terms of provision to the Member of the Management Board of technical devices and resources from the assets of the Company, necessary to perform the function, as well as the limits or the terms of determining the

limits of costs incurred by the Company in connection with the provision and use of devices and resources by the Member of the Management Board for business purposes.

1. The Agreement may also define the terms on which the Member of the Management Board may use assets of the Company for personal purposes.

2. 1. In the event of expiration of the mandate, in particular due to death, dismissal or resignation, the Agreement shall terminate on the last day of the mandate without notice or any additional action being required.
3. 1. If the Agreement is terminated by agreement of the Parties, the termination notice shall be no more than 3 (three) months.
4. 1. Each Party may terminate the Agreement effective immediately upon material breach of the Agreement by the other Party.
5. 1. Each Party may terminate the Agreement for reasons other than defined in sub-paragraph 3 with a notice of no more than 3 (three) months.
6. 1. The Agreement may provide for a different termination notice depending on the period that the Member of the Management Board has been in office, subject to sub-paragraph 1, or require that the termination notice shall be effective at the end of a month.
7. 1. If the Agreement is terminated with or without notice by the Company for reasons other than breach of fundamental obligations, the Member of the Management Board may be granted a severance pay in an amount of no more than 3 (three) times the fixed part of remuneration provided that the Member has been in office for at least 12 (twelve) months before termination.
8. 1. Expiration of the mandate after the end of a financial year evaluated in terms of achievement of the Management Targets shall not invalidate the right to receive the Variable Remuneration, on the terms laid down in § 3. Expiration of the mandate during the financial year shall not invalidate the right to receive a part of the Variable Remuneration, on the terms laid down in § 3, in proportion to the duration of the mandate during the financial year.
9. 1. The Supervisory Board may conclude a non-competition agreement with the Member of the Management Board surviving the end of the mandate, but it may only be concluded if the Member of the Management Board has been in office for at least 3 (three) months.
10. 1. A non-competition agreement shall not be concluded after the termination of the management service provision agreement with or without notice.
11. 1. The term of the non-competition agreement shall be no more than 6 (six) months after the end of the mandate of the Member of the Management Board.
12. 1. If the Member of the Management Board fails to comply or unduly complies with the non-competition agreement, the Member shall pay damages to the Company at least in the amount equal to the compensation due for the entire term of the non-competition agreement.
13. 1. The non-competition agreement shall expire before the end of its term if the Member of the Management Board accepts a function in another company within the meaning of Article 1.3(7) of the Act on the terms of setting the remuneration of managers of certain companies.

§ 8

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

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 30 November 2016

determining the terms of setting the remuneration of Members of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna (Warsaw Stock Exchange)

Acting pursuant to Article 2.2(1) and Article 10 of the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies (Journal of Laws of 2016, item 1202) and § 19.2 of the Articles of Association of the Warsaw Stock Exchange, the General Meeting of the Warsaw Stock Exchange ("Company") resolves as follows:

• 1. The monthly remuneration of the Members of the Supervisory Board shall be equal to the average monthly remuneration in the corporate sector net of profit-based awards in the fourth quarter of the preceding year, published by the President of the Central Statistical Office (GUS), multiplied by …… .
• 1. The monthly remuneration of the Chairman of the Supervisory Board determined in sub-paragraph 1 shall be increased by 10%.
• 1. The monthly remuneration of the Deputy Chairman of the Supervisory Board determined in sub-paragraph 1 shall be increased by 9%.
• 1. The monthly remuneration of the Secretary to the Supervisory Board determined in sub-paragraph 1 shall be increased by 8%.
• 1. The remuneration of the Chairmen of the committees of the Supervisory Board determined in sub-paragraph 1 shall be increased by 9%.

• The additional remuneration defined in sub-paragraphs 2 – 4 and 5 shall be non-cumulative.

§ 2

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

Resolution No. [ ] of the Extraordinary General Meeting of the Company Warsaw Stock Exchange ("Company") dated 30 November 2016 on dismissing a Member of the Exchange Supervisory Board

§ 1.

Acting under Art. 385.1 of the Commercial Companies Code and § 13 subpara.1 of the Company's Articles of Association, the Company's General Meeting dismisses Ms/Mr ……………………………... from the Exchange's Supervisory Board.

§ 2.

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

Resolution No. [ ] of the Extraordinary General Meeting of the Company Warsaw Stock Exchange ("Company") dated 30 November 2016 concerning election of a Member of the Exchange Supervisory Board

§ 1.

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 subpara. 1 of the Company's Articles of Association, the General Meeting elects Ms/Mr …………………... to the Exchange Supervisory Board.

§ 2.

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