GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Sep 4, 2019

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 1 October 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 1 October 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.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 1 October 2019

approving the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 1 October 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. Adopting the Rules of the General Meeting.
• 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 and the Extraordinary General Meeting held on 6 August 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.

In addition, the Exchange Management Board decided to bring to the Agenda of the General Meeting an item concerning (regarding) the adoption of the Rules of the General Meeting.

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

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 1 October 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 the 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 and the Extraordinary General Meeting held on 6 August 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.

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 1 October 2019

adopting the Rules of the General Meeting

Pursuant to § 12(2) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting hereby adopts the Rules of the General Meeting of the Warsaw Stock Exchange in the wording attached hereto.

§ 2

The Rules of the General Meeting of the Warsaw Stock Exchange referred to in § 1 shall apply as of the next General Meeting of the Company.

§ 3

The Rules of the General Meeting of the Warsaw Stock Exchange adopted in Resolution No. 17 of the Ordinary General Meeting of the Company dated 26 June 2003 as amended in Resolution No. 41 of the Ordinary General Meeting of the Company dated 30 June 2005 and Resolution No. 20 of the Ordinary General Meeting of the Company dated 30 June 2010 shall become null and void as of the date of adoption of this Resolution.

§ 4

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

Justification

of the draft Resolution adopting the Rules of the General Meeting

According to § 12(2) of the Company's Articles of Association, the General Meeting shall adopt the Rules of the General Meeting which provide the specific procedures for the General Meeting. The draft Rules of the General Meeting shall be presented by the Exchange Management Board.

The presented draft Rules clarify and add the following issues as compared to the currently applicable Rules of the General Meeting of the Warsaw Stock Exchange:

• − the terms and procedures of cancelling and changing the date of the General Meeting;
• − the terms of participation in the General Meeting,
• − the procedures for the election of the Chairman of the General Meeting and the responsibilities of the Chairman of the General Meeting in chairing the proceedings,
• − the procedures for the submission of motions and draft resolutions,
• − the terms and procedures of voting,
• − the procedures for the election and the responsibilities of the vote counting committee,
• − the procedures for proposing candidates for the Exchange Supervisory Board.

Furthermore, the new Rules align the provisions with the Company's Articles of Association and the Commercial Companies Code and implement certain principles arising from the Best Practice of GPW Listed Companies 2016 in the Rules.

In addition, the draft includes modifications which clarify certain provisions, as well as editorial modifications.

The draft Rules of the General Meeting will replace the existing Rules of the General Meeting of the Warsaw Stock Exchange adopted in Resolution No. 17 of the Ordinary General Meeting of the Company dated 26 June 2003 as amended in Resolution No. 41 of the Ordinary General Meeting of the Company dated 30 June 2005 and Resolution No. 20 of the Ordinary General Meeting of the Company dated 30 June 2010.

Appendix to Resolution No. 4 of the Extraordinary General Meeting of the Warsaw Stock Exchange dated 1 October 2019 concerning adoption of the Rules of the General Meeting

Rules of the General Meeting of the Warsaw Stock Exchange

§ 1

[Scope, Definitions]

• 1. These Rules set out the terms of preparing and holding General Meetings of the Warsaw Stock Exchange.
• 1. Whenever these Rules refer to:
  2. a) Exchange this shall be understood to mean the company Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) with its registered office in Warsaw;
  3. b) Exchange Supervisory Board this shall be understood to mean the Supervisory Board of the company Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) with its registered office in Warsaw;
  4. c) Chairman of the General Meeting this shall be understood to mean the person elected as the chairman of a General Meeting;
  5. d) General Meeting Participant this shall be understood to mean a shareholder, a proxy of a shareholder or another person authorised to exercise the voting right attached to shares, allowed to participate in the General Meeting;
  6. e) Rules this shall be understood to mean these present Rules;
  7. f) Commercial Companies Code this shall be understood to mean the Act of 15 September 2000 – Commercial Companies Code.

§ 2

[Convening, Changing the Date, Cancelling the General Meeting]

• 1. The General Meeting of the Exchange may be held as an ordinary or an extraordinary meeting on the terms laid down in these Rules and in accordance with the Commercial Companies Code and the Exchange's Articles of Association.
• 1. The General Meeting shall be convened and prepared in accordance with the Commercial Companies Code, the Exchange's Articles of Association, and these Rules.
• 1. The General Meeting may be cancelled if extraordinary obstacles (force majeure) arise or if it evidently unnecessary, in the same procedure as that required to convene the General Meeting.
• 1. The General Meeting whose agenda includes specific points added at the request of eligible persons or which has been convened at such request may only be cancelled with the consent of such persons.
• 1. The date of the General Meeting may be changed in the same procedure as that required to convene the General Meeting. The provisions of sub-paragraphs 3 and 4 above shall apply accordingly.
• 1. The General Meeting shall be cancelled or its date shall be changed immediately when circumstances arise such that require the cancellation or the change of the date but no later than seven days before the date of the General Meeting.
• 1. Announcements cancelling the General Meeting or changing the date of the General Meeting shall include information about the reasons for the cancellation or the change of the date.

[List of Shareholders]

• 1. Persons who are shareholders of the Exchange sixteen days before the date of the General Meeting (record date of the General Meeting) shall be eligible to participate in the General Meeting.
• 1. Beneficial owners of registered shares and temporary certificates as well as pledgees and users holding the voting right shall be eligible to participate in the General Meeting provided that they are entered in the share register as at the record date of the General Meeting.
• 1. To participate in the General Meeting, beneficial owners of non-certificated bearer shares may request the entity which manages their securities accounts to issue a personal certificate authorising them to participate in the General Meeting. Such request shall be made no earlier than after the General Meeting is announced and no later than the first business day after the record date of the General Meeting.
• 1. Shareholders may transfer shares in the period from the record date of the General Meeting to the date of adjourning the General Meeting.
• 1. The list of shareholders eligible to participate in the General Meeting shall be prepared by the Exchange on the basis of a list prepared by the operator of the securities depository and presented to the Exchange and on the basis of balances presented in the Exchange's share register as at the record date of the General Meeting.
• 1. The list referred to in sub-paragraph 5 shall include:
  2. a) the first and last names or the (company) names of the shareholders eligible to participate in the General Meeting;
  3. b) their address of residence or registered address, where natural persons may provide a mailing address instead of the address of residence;
  4. c) the quantity, type, and numbers of shares and the quantity of votes held.
• 1. The list of shareholders referred to in sub-paragraph 5 signed by the Exchange Management Board shall be made available in the offices of the Exchange in the three business days before the General Meeting.
• 1. At the request of any shareholder, the list of shareholders referred to in sub-paragraph 5 may be sent free of charge by email to the address provided by the shareholder.
• 1. An attendance list shall be prepared on the basis of the list of shareholders referred to in subparagraph 5.
• 1. When preparing the attendance list, the following checks shall be performed:
  2. a) whether the shareholder is eligible to participate in the General Meeting;
  3. b) the identity of the shareholder or proxy on the basis of the identity card, passport or other reliable document;
• c) the power of attorney of persons representing the shareholders and information about the granting of the power of attorney in electronic format.
• 1. The attendance list shall be signed by the General Meeting Participants and the Chairman of the General Meeting.
• 1. The attendance list shall be available for review during the General Meeting until it is adjourned.

[General Meeting Participants]

• 1. Shareholders who are natural persons may participate in the General Meeting and exercise the voting right in person or through a proxy.
• 1. Shareholders who are not natural persons may participate in the General Meeting and exercise the voting right through a person authorised to make declarations on their behalf or through a proxy.
• 1. Powers of attorney shall be null and void unless made in writing or granted in electronic format.
• 1. A proxy may represent more than one shareholder and vote differently for the shares of each shareholder.
• 1. The granting of a power of attorney in electronic format shall be communicated to the Exchange using means of electronic communication by email in the procedure described and at the address provided in the announcement of the General Meeting, making best efforts to enable efficient check of the validity of the power of attorney.
• 1. The Exchange may take appropriate measures to identify shareholders and their proxies in order to check their authorisation exercised by means of electronic communication. Such measures should be proportionate to their purpose.
• 1. Members of the Exchange Management Board and the Exchange Supervisory Board shall be present at the General Meeting in a formation necessary to provide substantive answers to questions asked at the General Meeting.
• 1. An authorised representative of the Polish Financial Supervision Authority and other persons invited by the Management Board may participate in the General Meeting.

§ 5

[Participation in the General Meeting by Means of Electronic Communication]

• 1. Where the announcement of the General Meeting allows for such option, participation in the General Meeting by means of electronic communication shall be allowed. Such participation shall include in particular:
  2. a) a real-time broadcast of the General Meeting;
  3. b) two-way real-time communication where shareholders may present motions, requests, and speak during the General Meeting from a place other than the General Meeting;
  4. c) the exercise of voting rights by shareholders in person or through a proxy during the General Meeting.
• 1. The communication referred to in sub-paragraph 1 shall use technologies and means necessary to identify shareholders and ensure secure communication. The exact specification of means of

electronic communication shall be defined at each time in the announcement of the General Meeting.

• 1. Shareholders who want to participate in the General Meeting in accordance with sub-paragraph 1 shall communicate it by means of electronic communication in the procedure described and at the address provided in the announcement of the General Meeting.
• 1. In the event of technical problems on the part of the Exchange which prevent shareholders participating in the General Meeting in accordance with sub-paragraph 1, the Chairman of the General Meeting may adjourn the General Meeting until such time that electronic communication is restored unless this should cause a major interference with the General Meeting proceedings.
• 1. The risk inherent in the use of means of electronic communication to participate in the General Meeting, speak and vote at the General Meeting shall be exclusively with the shareholder; the Exchange accepts no such liability.
• 1. The Exchange shall provide a public broadcast of the General Meeting. Information concerning a planned broadcast of the General Meeting shall be provided on the Exchange's website.

§ 6

[Opening the General Meeting, Electing the Chairman of the General Meeting]

• 1. The General Meeting shall be opened by the Chairman of the Exchange Supervisory Board or a person designated by the Chairman of the Exchange Supervisory Board.
• 1. In their absence, the General Meeting shall be opened by the President of the Exchange Management Board or a person designated by the Exchange Management Board.
• 1. The Chairman of the Exchange Supervisory Board or another person who opens the General Meeting shall ensure immediate election of the Chairman of the General Meeting and shall refrain from any other substantive or formal decisions.
• 1. The General Meeting shall elect the Chairman of the General Meeting from amongst the General Meeting Participants.
• 1. Each of the General Meeting Participants may propose one candidate for the Chairman of the General Meeting. Persons proposed as candidates shall be entered into the list of candidates provided that they agree to stand for election.
• 1. The Chairman of the General Meeting shall be elected in a secret ballot by casting votes individually for each of those candidates who agree to stand for election in alphabetical order. If a resolution is passed to elect the Chairman of the General Meeting, the remaining proposed candidates shall not be put to a vote as such vote would be moot.
• 1. The Chairman of the General Meeting shall not resign from this function without important reasons and shall not unreasonably withhold the signing of the minutes of the General Meeting.

§ 7

[Powers of the Chairman of the General Meeting]

1. The Chairman of the General Meeting shall chair the General Meeting, make procedural and formal decisions, and interpret these Rules.

2. 1. The responsibilities of the Chairman of the General Meeting shall include: to ensure that the General Meeting proceeds efficiently in accordance with the agenda and the Rules, respecting the rights and interests of all shareholders, to give the floor, to accept motions and draft resolutions and to present them for discussion, to order and handle voting and to announce its results, to announce short breaks, to determine that the agenda has been exhausted.
3. 1. Immediately after the election, the Chairman of the General Meeting shall sign the attendance list which contains the list of the General Meeting Participants, the number of shares represented by each Participant and the number of votes held.

[Discussions at the General Meeting]

• 1. The Chairman of the General Meeting shall in particular prevent the abuse of power by General Meeting Participants and ensure that the rights of minority shareholders are respected.
• 1. After the presentation of each of the matters on the agenda, the Chairman of the General Meeting shall open discussion and give the floor to General Meeting Participants in the same order as they request to take the floor.
• 1. Interventions may only concern matters on the agenda to the extent of the currently discussed agenda item.
• 1. Discussion may be held after the presentation of each agenda item or jointly on several agenda items. Relevant decisions shall be made by the Chairman of the General Meeting.
• 1. When the discussion of a given matter is exhausted, the Chairman of the General Meeting shall announce a vote. As of that time, interventions may only be made to submit a formal motion concerning the voting procedure or order.

§ 9

[Providing Information to Shareholders at the General Meeting]

• 1. The Exchange Management Board shall provide information concerning the Exchange at the request of a shareholder if required to evaluate matters on the agenda of the General Meeting.
• 1. The Exchange Management Board shall refuse to provide information if it could damage the Exchange or its associate or subsidiary, in particular by disclosing technical, commercial or organisational secrets of the company.
• 1. A member of the Exchange Management Board may refuse to provide information if it could expose him or her to criminal, civil or administrative liability.
• 1. Information referred to in sub-paragraph 1 shall be deemed to be provided if it is available on the Exchange's website.
• 1. The Exchange Management Board may provide information in writing outside of the General Meeting or announce is refusal to provide information on the terms and within the deadlines laid down in the Commercial Companies Code for compelling reasons or where the provision of such information at the General Meeting is impossible or significantly impeded due to the need to collect and process data or due to a wide scope of requested information.

[Formal Motions]

• 1. The Chairman of the General Meeting shall give the floor on formal matters with priority. Motions on formal matters may be submitted by any shareholder.
• 1. Formal motions shall include motions concerning the meeting and voting procedure, in particular:
  2. a) change of the order of agenda items;
  3. b) closing the list of speakers;
  4. c) limiting, deferring or closing the discussion;
  5. d) announcing a break in the meeting;
  6. e) limiting the time of interventions;
  7. f) voting without discussion.
• 1. The Chairman of the General Meeting shall clarify and announce the text of the proposed motion to the General Meeting Participants before putting the formal motion to a vote.
• 1. The General Meeting shall decide about a formal motion in a vote. In the first place, the Chairman of the General Meeting shall put to a vote the most extensive formal motion which may eliminate the need to put the other motions to a vote.
• 1. A formal motion rejected in a vote shall not be re-submitted in discussion of the given matter.

§ 11

[Voting Procedure, Vote Counting Committee]

• 1. Voting may proceed by means of electronic equipment which supports the casting and counting of votes and prevents (in the case of a secret ballot) the identification of how individual shareholders vote.
• 1. If voting at the General Meeting proceeds without electronic equipment, the Chairman of the General Meeting may order the election of a vote counting committee.
• 1. The vote counting committee shall be comprised of three persons elected by the General Meeting from amongst the General Meeting Participants.
• 1. The vote counting committee shall be responsible for ensuring that voting proceeds as required, checking the voting results, determining the voting results and presenting the voting results to the Chairman of the General Meeting.

§ 12

[Resolutions]

• 1. Resolutions of the General Meeting shall be passed in accordance with the generally applicable legislation, the Exchange's Articles of Association, good practice, respecting the interests of the Exchange and the rights of the shareholders.
• 1. Draft resolutions proposed by the Exchange Management Board for adoption by the General Meeting together with justifications and materials to be presented to the General Meeting shall be published on the Exchange's website in due time as necessary to read and review them.
• 1. According to the Commercial Companies Code, an eligible shareholder or shareholders may propose draft resolutions concerning matters on the agenda of the General Meeting or maters to be added to the agenda of the General Meeting in writing or by means of electronic communication to the Exchange Management Board.
• 1. Draft resolutions proposed according to the Commercial Companies Code by an eligible shareholder or shareholders before the date of the General Meeting together with submitted justifications shall be published by the Exchange on the website immediately after receipt.
• 1. Shareholders may propose draft resolutions concerning matters on the agenda of the General Meeting and proposals to modify or supplement such drafts to the Chairman of the General Meeting during the General Meeting.
• 1. A shareholder or shareholders shall present a justification together with a draft resolution proposed in accordance with sub-paragraph 3 or 5. If no such justification is presented, the Exchange Management Board or the Chairman of the General Meeting, respectively, shall request the shareholder or shareholders to present a justification of the proposed resolution.
• 1. Draft resolutions and proposed modifications or additions referred to in sub-paragraph 5 shall be presented to the General Meeting by the Chairman of the General Meeting and put to a vote.
• 1. If proposals with a different scope are presented on the same matter, the most extensive proposals shall be put to a vote first.
• 1. Resolutions of the General Meeting shall be passed by an absolute majority of votes unless the Commercial Companies Code or the Exchange's Articles of Association provide otherwise.
• 1. Resolutions of the General Meeting affecting rights of shareholders shall come into force after an appropriate period of time from the decision resulting in a specific corporate action to the record date of the rights of shareholders arising from such corporate action.

[Breaks in the General Meeting]

• 1. The Chairman of the General Meeting may single-handedly order breaks in the meeting but no longer than two hours in aggregate so that the General Meeting may be adjourned on the date it was opened.
• 1. According to Article 408(2) of the Commercial Companies Code, the General Meeting may decide to order a break in the General Meeting by a majority of two-thirds of votes. The General Meeting shall not be adjourned for more than 30 days in aggregate.
• 1. The General Meeting may break according to sub-paragraph 2 only in special circumstances, described at each time in the justification of the resolution adjourning the General Meeting prepared on the basis of reasons identified by the shareholder who requests for the General Meeting to be adjourned. If no such justification is presented, the Chairman of the General Meeting shall request the shareholder or shareholders to present a justification of the resolution adjourning the General Meeting.
• 1. Resolutions referred to in sub-paragraph 3 shall define the date of resumption of the adjourned General Meeting and such date shall not limit or prevent the participation in the resumed General Meeting by the majority of the shareholders, including minority shareholders.

[Proposing Candidates for the Exchange Supervisory Board]

• 1. Shareholders shall propose candidates for members of the Exchange Supervisory Board in accordance with the Exchange's Articles of Association.
• 1. Motions referred to in sub-paragraph 1 shall, subject to sub-paragraph 4, be tabled to the Exchange Management Board; if a motion is tabled at a General Meeting held to elect members of the Exchange Supervisory Board, that motion shall be null and void unless it is tabled to the Chairman of the General Meeting no later than before voting on the election of members of the Exchange Supervisory Board is opened.
• 1. When proposing a candidate for a member of the Exchange Supervisory Board, the following documents shall be presented:
  2. a) the candidate's CV;
  3. b) the written consent of the candidate to stand for election for a member of the Exchange Supervisory Board;
  4. c) the written declaration of the candidate confirming that he or she meets the criteria laid down in the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations;
  5. d) the written declaration of the candidate confirming that he or she meets or fails to meet the independence criteria within the meaning of the Exchange's Articles of Association;
  6. e) other documents required under the generally applicable legislation or other regulations.
• 1. Candidates for members of the Exchange Supervisory Board elected by the General Meeting in accordance with § 13(3) and (4) of the Exchange's Articles of Association shall be proposed no later than seven days before the scheduled date of the General Meeting. In addition to the documents referred to in sub-paragraph 3 above, the submission shall specify the number of shares and the number of votes represented by the shareholder or shareholders proposing the candidate. If voting is opened for candidates proposed by shareholders who are exchange members, candidates proposed by those shareholders who are exchange members and represent the biggest number of votes shall be put to a vote at the General Meeting first.

§ 15

[Election of Exchange Supervisory Board Members]

• 1. Voting concerning the dismissal and election of members of the Exchange Supervisory Board shall be held individually for each candidate in a secret ballot; voting concerning election to the Exchange Supervisory Board shall proceed in alphabetical order subject to § 14(4) of the Rules.
• 1. Those candidates who successively receive the biggest number of votes become members of the Exchange Supervisory Board provided that they receive the absolute majority of votes.
• 1. If a motion is tabled to elect the Exchange Supervisory Board by voting in groups, the Commercial Companies Code and the Exchange's Articles of Association shall apply accordingly.

[Voting]

• 1. Voting shall take place in an open ballot, subject to sub-paragraph 2.
• 1. A secret ballot shall be ordered:
  2. a) in elections;
  3. b) on motions to dismiss members of the bodies of the Exchange;
  4. c) on motions to dismiss liquidators of the Exchange;
  5. d) on motions to bring to justice the persons referred to in points (b) and (c);
  6. e) on personal matters;
  7. f) at the request of at least one of the General Meeting Participants.
• 1. The Chairman of the General Meeting shall allow a shareholder who has voted against a resolution to submit and briefly justify an objection.
• 1. A resolution to withdraw a matter from the agenda may only be adopted if there are important and material reasons. The relevant motion should contain the detailed reasons.
• 1. Resolutions to withdraw a matter from the agenda or to refrain from reviewing a matter put on the agenda at the request of shareholders shall be passed by an absolute majority of votes with the consent of all present shareholders who made such request.
• 1. Shareholders shall not vote in person or through a proxy or as a proxy of another person in adopting resolutions concerning:
  2. a) their liability to the Exchange in whatever respect;
  3. b) a dispute between them and the Exchange.

§ 17

[Adjourning the General Meeting]

After matters on the agenda and formal matters, if any, have been exhausted, the Chairman of the General Meeting shall adjourn the General Meeting.

§ 18

[Minutes of the General Meeting]

• 1. Resolutions of the General Meeting and draft resolutions put to a vote but not passed shall be put in the minutes taken by a notary public.
• 1. The minutes shall be prepared in accordance with the applicable provisions of the Commercial Companies Code. The attendance list shall be attached to the minutes.
• 1. The minutes shall be signed by the notary public and by the Chairman of the General Meeting.

§ 19

[Miscellaneous]

• 1. The Commercial Companies Code and the Exchange's Articles of Association shall apply accordingly in matters not regulated by the Rules.
• 1. Any amendments to the Rules of the General Meeting shall come into force as of the General Meeting following the Meeting which adopts the amendments to the Rules.