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GPW - Giełda Papierów Wartościowych w Warszawie S.A. AGM Information 2021

May 31, 2021

5624_rns_2021-05-31_16dc37ac-dc4d-43b6-adbc-f78794c22e58.pdf

AGM Information

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Resolution No. 2

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.

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 point 19 (Changes to the composition of the Exchange Supervisory Board) on the formal motion of Company's shareholder - 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 Annual General Meeting.