GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • May 27, 2019

Resolution No. 2

of the Ordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 17 June 2019

approving the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 17 June 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. Review of the report of the Exchange Management Board on the activity of the Company's Group in 2018 including the report of the Exchange Management Board on the activity of the Company in 2018.
• 1. Review of the financial statements of the Company for 2018 and the consolidated financial statements of the Company's Group for 2018.
• 1. Review of the reports of the Exchange Supervisory Board on the assessment of:
  2. a. the report of the Exchange Management Board on the activity of the Company's Group in 2018 including the report of the Exchange Management Board on the activity of the Company in 2018,
  3. b. the financial statements of the Company for 2018 and the consolidated financial statements of the Company's Group for 2018,
  4. c. the motion of the Exchange Management Board concerning distribution of the Company's profit for 2018.
• 1. Review of the documents of the Exchange Supervisory Board:
  2. a. the report on the activity of the Exchange Supervisory Board in 2018,
  3. b. the assessment of the situation of the Company for 2018 including: assessment of the financial situation of GPW, assessment of the financial situation of the GPW Group, assessment of the internal control system and the system of management of risks material to the Company, assessment of the manner of GPW's fulfilment of the disclosure requirements concerning application of corporate governance rules

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,

• c. the assessment of the Company's compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervisory Authority.
• 1. Approval of the report of the Exchange Management Board on the activity of the Company and the financial statements for 2018.
• 1. Adoption of the resolution concerning distribution of the Company's profit for 2018.
• 1. Approval of the report of the Exchange Management Board on the activity of the Company's Group in 2018 and the consolidated financial statements of the Company's Group for 2018.
• 1. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2018.
• 1. Vote of discharge of duties to Members of the Exchange Management Board for 2018.
• 1. Changes to the composition of the Exchange Supervisory Board.
• 1. Amendments to the Company's Articles of Association.
• 1. Election of Election of an arbitrator of the Exchange Court.
• 1. Election of the President and the Vice-President of the Exchange Court.
• 1. Adoption of a resolution determining the terms of setting the remuneration of Members of the Management Board of the Warsaw Stock Exchange and invalidation of previous resolutions in that matter.
• 1. Adoption of a resolution determining the terms of setting the remuneration of Members of the Supervisory Board of the Warsaw Stock Exchange and invalidation of a previous resolution in that matter.
• 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 and supplemented with the matters indicated in items 18 and 19 of the agenda, as notified on 27 May 2019 by the State Treasury.

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.