GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Jun 21, 2021

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning election of the Chairperson of the General Meeting

Pursuant to Article 409(1) of the Commercial Companies Code and Article 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 Mr Radosław Kwaśnicki as Chairperson of the General Meeting held on 21 June 2021.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 39,727,025 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning adoption of the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 21 June 2021 adopts the following agenda:

• 1. Opening of the General Meeting.
• 1. Election 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 Management Board on the activity of the Company and the Group in 2020.
• 1. Review of the financial statements of the Company for the year ended 31 December 2020 and the consolidated financial statements of the Group for the year ended 31 December 2020.
• 1. Review of the Management Board report on representation expenses and expenses for legal services, marketing services, public relations and social communication services, and management advisory services for 2020.
• 1. Review of the reports of the Exchange Supervisory Board on the assessment of:
  2. a. the report of the Management Board on the activity of the Company and the Group in 2020, the financial statements of the Company for the year ended 31 December 2020 and the consolidated financial statements of the Group for the year ended 31 December 2020;
  3. b. the motion of the Exchange Management Board concerning distribution of the Company's profit for 2020.
• 1. Review of the report of the Exchange Supervisory Board for 2020 including:
  2. a. the report on the activity of the Supervisory Board as an authority of the Company in 2020;
  3. b. assessment of the situation of the Company in 2020 including: assessment of the financial standing of the Company, assessment of the internal control system and the risk management system of the Company, assessment of the Company's compliance with disclosure requirements concerning compliance with the corporate

governance principles defined in the Exchange Rules and regulations concerning current and periodic reports published by issuers of securities, assessment of compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority, assessment of the Company's sponsoring, charity and other similar activities, assessment of the functioning of the Company's remuneration policy;

• c. assessment of the financial standing of the Group.
• 1. Approval of the report of the Management Board on the activity of the Company and the Group in 2020.
• 1. Approval of the financial statements of the Company for 2020.
• 1. Approval of the consolidated financial statements of the Group for 2020.
• 1. Adoption of the resolution concerning distribution of the Company's profit for 2020.
• 1. Review of the report of the Exchange Supervisory Board concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
• 1. Issuing an opinion on the report of the Exchange Supervisory Board concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
• 1. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2020.
• 1. Vote of discharge of duties to Members of the Exchange Management Board for 2020.
• 1. Approval of the Best Practice for GPW Listed Companies 2021.
• 1. Changes to the composition of the Exchange Supervisory Board.
• 1. Closing of the General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 39,727,025 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the report of the Management Board on the activity of the Company and the Group in 2020

Pursuant to Article 393(1) and Article 395(2)(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 Management Board on the activity of the Company and the Group in 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the financial statements of the Company for the year ended 31 December 2020

Pursuant to Article 393(1) and Article 395(2)(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 separate financial statements of the Company for the year ended 31 December 2020 comprised of:

• − the separate statement of financial position as at 31 December 2020 showing total assets and total equity and liabilities at PLN 870,648 thousand (in words: eight hundred seventy million six hundred forty-eight thousand zlotys);
• − the separate statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 168,680 thousand (in words: one hundred sixty-eight million six hundred eighty thousand zlotys);
• − the separate statement of cash flows for the year ended 31 December 2020 showing an increase in cash and cash equivalents at PLN 90,421 thousand (in words: ninety million four hundred twenty-one thousand zlotys);
• − the separate statement of changes in equity for the year ended 31 December 2020 showing an increase of equity by PLN 67,906 thousand (in words: sixty-seven million nine hundred six thousand zlotys);
• − notes.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2020

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 consolidated financial statements of the Group for the year ended 31 December 2020 comprised of:

• − the consolidated statement of financial position as at 31 December 2020 showing total assets and total equity and liabilities at PLN 1,362,181 thousand (in words: one billion three hundred sixty-two million one hundred eighty-one thousand zlotys);
• − the consolidated statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 151,440 thousand (in words: one hundred fifty-one million four hundred forty thousand zlotys);
• − the consolidated statement of cash flows for the year ended 31 December 2020 showing an increase in cash and cash equivalents at PLN 135,345 thousand (in words: one hundred thirtyfive million three hundred forty-five thousand zlotys);
• − the consolidated statement of changes in equity for the year ended 31 December 2020 showing a decrease of equity by PLN 50,681 thousand (in words: fifty million six hundred eighty-one thousand zlotys);
• − notes.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning distribution of the Company's profit for 2020

Pursuant to Article 395(2)(2) and Article 348(3)-(5) 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 Warsaw Stock Exchange for 2020 amounting to PLN 168,679,522.20 (in words: one hundred sixty-eight million six hundred seventy-nine thousand five hundred twenty-two zlotys twenty grosh) as follows:

−	dividend payment:	PLN 104,930,000.00,
−	reserves:	PLN 63,749,522.20.

§ 2

The dividend per share shall be PLN 2.50 (in words: two zlotys fifty grosh).

§ 3

The dividend record date shall be 23 July 2021.

§ 4

The dividend payment date shall be 5 August 2021.

§ 5

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 39,727,025 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning an opinion on the report concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange

Pursuant to Article 395(2 ¹) of the Commercial Companies Code and Article 90g(6) of the Act of 29 July 2005 on Public Offering, the Conditions of Introducing Financial Instruments to an Organised Trading System, and Public Companies, the General Meeting of the Company resolves as follows:

§ 1

The General Meeting of the Company hereby issues a positive opinion on the report concerning remuneration of Members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange for the years 2019-2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 33,619,919 votes were cast in favour, 4,769,206 votes were cast against and 1,337,900 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 Bałabanow as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 Jajuga as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 Dominik Kaczmarski as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Supervisory Board

Pursuant to Article 393(1) and Article 395(2)(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 Adam Szyszka as Member of the Exchange Supervisory Board in the financial year 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

Resolution No. 20 of the Annual General Meeting of the Company Warsaw Stock Exchange ("Company") dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning a vote of discharge of duties to a Member of the Exchange Management Board

Pursuant to Article 393(1) and Article 395(2)(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 2020.

§ 2

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

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

approving the Best Practice for GPW Listed Companies 2021

In connection with the adoption of the Best Practice for GPW Listed Companies 2021 by the Exchange Supervisory Board, the General Meeting of the Company resolves as follows:

§ 1

Considering that the Exchange Supervisory Board and the Exchange Management Board have accepted the Best Practice for GPW Listed Companies 2021 and some of the principles defined therein are addressed to the shareholders of listed companies, the General Meeting of the Company declares compliance with the Best Practice for GPW Listed Companies 2021.

§ 2

This Resolution shall come into force on the day of adoption, effective as of 1 July 2021.

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 39,727,025 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning the dismissal a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:

§ 1

Mr Jakub Modrzejewski is dismissed from the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,024

- in a secret ballot, 31,958,449 votes were cast in favour, 5,462,993 votes were cast against and

2,305,582 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 21 June 2021

concerning the election of a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) of the Company's Articles of Association, the General Meeting of the Company having assessed the candidates' fulfilment of the requirements referred to in Articles 6 – 8 of the Regulation of the Minister of Finance, Funds and Regional Policy of 24 November 2020 concerning requirements applicable to members of the management board and of the supervisory board of a company operating a regulated market and the terms and conditions of maintaining and improving their knowledge and competences resolves as follows:

§ 1

Ms Izabela Flakiewicz is appointed to the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

- number of shares from which valid votes were cast – 25,003,555, equivalent to 59,57% of the Company's total shares

- total number of valid votes 39,727,025

- in a secret ballot, 31,958,450 votes were cast in favour, 5,462,993 votes were cast against and 2,305,582 votes abstained from voting