GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Feb 18, 2021

of the Extraordinary General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 16 March 2021

concerning election of the Chairperson of the Extraordinary 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 Extraordinary General Meeting held on 16 March 2021.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning election of the Chairperson of the

Extraordinary 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.

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 16 March 2021

concerning adoption of the agenda

§ 1

The General Meeting of the Company hereby adopts the following agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Appointment of the Chairperson of the Extraordinary General Meeting.
• 1. Asserting that the Extraordinary 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. Adoption of the resolution concerning the cost of convening and executing the Extraordinary General Meeting.
• 1. Closing of the Extraordinary General Meeting.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning adoption of the agenda

The General Meeting proceeds according to an approved agenda. The agenda (of the Extraordinary General Meeting) presented in the draft Resolution has been proposed by the Exchange Management Board as requested by shareholder of the Company – 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.

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

Resolution No. 3 of the Extraordinary General Meeting of the Company Warsaw Stock Exchange ("Company") dated 16 March 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

Ms/Mr .......................... is dismissed from the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning the dismissal 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) sentence 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.

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 16 March 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/Mr .......................... is appointed to the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning the election of 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.

In connection with a vacancy on the Exchange Supervisory Board (which is currently comprised of six members), the composition of the Exchange Supervisory Board may be extended to seven members.

In connection with the fulfilment of the conditions concerning the number of candidates appointed to the Exchange Supervisory Board in accordance with Article 13 (3) and (4) of the Company's Articles of Association, a candidate may only be appointed on the generally applicable terms.

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 16 March 2021

concerning the cost of convening and executing the Extraordinary General Meeting

Pursuant to Article 400 § 4 of the Commercial Companies Code, the General Meeting of the Company resolves as follows:

§ 1

The cost of convening and executing this Extraordinary General Meeting shall be borne by the Company.

§ 2

This Resolution shall come into force upon its adoption.

Justification

of the draft Resolution concerning the cost of convening and executing the Extraordinary General Meeting

Pursuant to Article 400 § 4 of the Commercial Companies Code the meeting referred to in § 5 (convened at the request of a shareholder or shareholders representing at least 1/20 of the share capital) shall pass a resolution determining whether the cost of convening and holding the meeting shall be paid by the company. Shareholders at whose request the meeting is convened may apply to the registration court for a waiver of allocated costs.

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