of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning election of the Chair 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 hereby resolves as follows:
§ 1
The General Meeting of the Company elects Mr Karol Szymański as Chair of the General Meeting held on 23 June 2022.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning adoption of the agenda of the General Meeting
§ 1
The General Meeting of the Company held on 23 June 2022 adopts the following agenda:
-
- Opening of the General Meeting.
-
- Election of Chair of the General Meeting.
-
- Confirmation that the General Meeting has been duly convened and is able to adopt resolutions.
-
- Adoption of the agenda.
-
- Review of the report of the Management Board on the activity of the Company and the Group in 2021.
-
- Review of the financial statements of the Company for the year ended 31 December 2021 and the consolidated financial statements of the Group for the year ended 31 December 2021.
-
- 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 in 2021.
-
- Review of the reports of the Exchange Supervisory Board on the assessment of:
- a. the report of the Management Board on the activity of the Company and the Group in 2021, the financial statements of the Company for the year ended 31 December 2021 and the consolidated financial statements of the Group for the year ended 31 December 2021,
- b. the motion of the Exchange Management Board concerning distribution of the Company's profit for 2021.
-
- Review of the report of the Exchange Supervisory Board for 2021 including:
- a. the report on the activity of the Supervisory Board as an authority of the Company in 2021;
- b. assessment of the consolidated situation of the Company in 2021 including assessment of the internal control system, the risk management system, the compliance system and the internal audit function;
- c. 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;
- d. assessment of the Company's sponsoring, charity and other similar activities;
- e. assessment of the functioning of the Company's remuneration policy;
- f. assessment of the financial standing of the Company and the Group.
-
- Approval of the report of the Management Board on the activity of the Company and the Group in 2021.
-
- Approval of the financial statements of the Company for the year ended 31 December 2021.
-
- Approval of the consolidated financial statements of the Group for the year ended 31 December 2021.
-
- Adoption of the resolution concerning distribution of the Company's profit for 2021.
-
- Review of the report of the Exchange Supervisory Board on remuneration of members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
-
- Issuance of an opinion on the report of the Exchange Supervisory Board on the remuneration of the members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange.
-
- Vote of discharge of duties to Members of the Exchange Supervisory Board for 2021.
-
- Vote of discharge of duties to Members of the Exchange Management Board for 2021.
-
- Approval of amendments to the Company's Articles of Association.
-
- Approval of the Diversity Policy for Members of Bodies Appointed by the General Meeting of the Warsaw Stock Exchange.
-
- 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 – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning review and approval of the report of the Management Board on the activity of the Company and the Group in 2021
Pursuant to Article 393(1) and Article 395(2)(1) of the Commercial Companies Code, the General Meeting of the Company hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning review and approval of the financial statements of the Company for the year ended 31 December 2021
Pursuant to Article 393(1) and Article 395(2)(1) of the Commercial Companies Code, the General Meeting of the Company hereby 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 2021 comprised of:
- − the separate statement of financial position as at 31 December 2021 showing total assets and total equity and liabilities at PLN 951,994 thousand (in words: nine hundred and fifty-one million nine hundred and ninety-four thousand zloty),
- − the separate statement of comprehensive income for the year ended 31 December 2021 showing a net profit of PLN 174,425 thousand (in words: one hundred and seventy-four million four hundred and twenty-five thousand zloty),
- − the separate statement of cash flows for the year ended 31 December 2021 showing an increase in cash and cash equivalents at PLN 30,741 thousand (in words: thirty million seven hundred and forty-one thousand zloty),
- − the separate statement of changes in equity for the year ended 31 December 2021 showing an increase of equity by PLN 69,681 thousand (in words: sixty-nine million six hundred and eightyone thousand zloty),
- − notes.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2021
Pursuant to Article 395(5) of the Commercial Companies Code, the General Meeting of the Company hereby 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 2021 comprised of:
- − the consolidated statement of financial position as at 31 December 2021 showing total assets and total equity and liabilities at PLN 1,410,688 thousand (in words: one billion four hundred and ten million six hundred and eighty-eight thousand zloty),
- − the consolidated statement of comprehensive income for the year ended 31 December 2021 showing a net profit of PLN 161,276 thousand (in words: one hundred and sixty-one million two hundred and seventy-six thousand zloty),
- − the consolidated statement of cash flows for the year ended 31 December 2021 showing a decrease in cash and cash equivalents at PLN 61,524 thousand (in words: sixty-one million five hundred and twenty-four thousand zloty),
- − the consolidated statement of changes in equity for the year ended 31 December 2021 showing an increase of equity by PLN 49,726 thousand (in words: forty-nine million seven hundred and twenty-six thousand zloty),
- − notes.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning distribution of the Company's profit for 2021
Pursuant to Article 395(2)(2) and Article 348(4)-(5) of the Commercial Companies Code, the General Meeting of the Company hereby resolves as follows:
§ 1
The General Meeting of the Company distributes the net profit of the Warsaw Stock Exchange for 2021 amounting to PLN 174,425,646.60 (in words: one hundred and seventy-four million four hundred and twenty-five thousand six hundred and forty-six point sixty zloty) as follows:
| − |
dividend payment: |
PLN 115,003,280.00, |
| − |
reserves: |
PLN 59,422,366.60. |
§ 2
The dividend per share shall be PLN 2.74 (in words: two point seventy-four zloty).
§ 3
The dividend record date shall be 25 July 2022.
§ 4
The dividend payment date shall be 5 August 2022.
§ 5
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning issuance of an opinion on the remuneration of the members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange
Pursuant to Article 395(21) of the Commercial Companies Code and Article 90g(6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the General Meeting of the Company hereby resolves as follows:
§ 1
The General Meeting of the Company issues a positive opinion on the Report on remuneration of the members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange for 2019-2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
- in a secret ballot, 33,637,933 votes were cast in favour, 2,561,492 votes were cast against and 1,390,800 votes abstained from voting
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby resolves as follows:
§ 1
The General Meeting of the Company gives a vote of discharge of duties to Ms Izabela Flakiewicz as Member of the Exchange Supervisory Board in the financial year 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby resolves as follows:
§ 1
The General Meeting of the Company gives a vote of discharge of duties to Mr Leszek Skiba as Member of the Exchange Supervisory Board in the financial year 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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 hereby 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 2021.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning amendment of the Articles of Association of the Warsaw Stock Exchange
Acting pursuant to Article 430(1) of the Commercial Companies Code, the General Meeting of the Company hereby resolves to amend the Company's Articles of Association (:Articles of Association") as follows:
§ 1
In Article 9 of the Articles of Association:
paragraph 1a which currently reads:
"1a. In addition to matters reserved under other provisions of these Articles of Association and the applicable legislation, the powers of the General Meeting shall include:
- 1) defining the terms of remuneration of Members of the Exchange Supervisory Board;
- 2) defining the terms of remuneration of Members of the Exchange Management Board;"
shall be replaced by the following:
"1a. In addition to matters reserved under other provisions of these Articles of Association and the applicable legislation, the powers of the General Meeting shall include:
- 1) defining the terms of remuneration of Members of the Exchange Supervisory Board;
- 2) defining the terms of remuneration of Members of the Exchange Management Board;
- 3) approval of the annual report of the Exchange Supervisory Board referred to in Article 18(2)(4);
- 4) giving an opinion on the report of the Exchange Supervisory Board on remuneration in the Company."
§ 2
In Article 18 of the Articles of Association:
paragraph 2 which currently reads:
"2. In addition to the powers vested in the Exchange Supervisory Board under the other provisions of these Articles of Association, the Exchange Supervisory Board will have the following powers:
1) assessing the financial statements for the previous financial year and the Exchange Management Board's report on the activity of the Company;
1a) approving a report of the Exchange Management Board on representation expenses, as well as legal fees, marketing service charges, public relations and social communications service charges, and management advisory service charges;
1b) approving a report on compliance with best practice defined by the Prime Minister under the Act of 16 December 2016 on principles of management of State property;
- 2) assessing the Exchange Management Board's proposals on the distribution of profits or covering the losses;
- 3) presenting to the General Meeting a written report on the findings of the above assessments;
- 4) presenting to the General Meeting an annual concise assessment of the situation of the Company including:
- a) assessment of the financial situation of the Company and the Company's Group;
- b) assessment of the internal control system and the system of management of risks material to the Company;
- c) assessment of the manner of the Company'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;
- d) assessment of the policy conducted by the Company with regard to sponsoring, charitable and other similar activities;
- e) assessment of the functioning of the remuneration policy in the Company;
- 5) considering and presenting opinions on the items to be placed on the General Meeting's agenda;
- 6) presenting to the General Meeting an annual report on the works of the Exchange Supervisory Board;
- 7) approving, at the request of the Exchange Management Board, the annual consolidated and separate financial plan and monitoring its implementation;
- 8) adopting the Exchange Supervisory Board Rules;
- 9) adopting the Exchange's Rules at the request of the Exchange Management Board and amendments to these Rules;
- 10) approving, at the request of the Exchange Management Board:
- a) the whistleblowing procedure;
- b) the internal audit rules and annual internal audit plans;
- c) the Rules of the Exchange Management Board;
- d) the organisational chart defining the internal division of competences on the Exchange Management Board;
- e) the risk management strategy;
- f) the conflict of interest management rules;
- 11) determining the rules on which the Exchange Management Board members and the Exchange Supervisory Board members buy and sell the securities listed on the stock exchange operated by the Company;
- 12) approval of the diversity policy for members of the Exchange Management Board defined by the nomination and remuneration committee;
- 13) approval of the policy of training of members of the Exchange Management Board and members of the Exchange Supervisory Board defined by the nomination and remuneration committee;
- 14) approval of the audit firm selection policy and selection procedure for the statutory audit of financial statements defined by the audit committee;
- 15) approval of the policy of non-audit services provided by the auditor and companies of its network defined by the audit committee;
- 16) issuing opinions on the sponsoring policy of the Company and the donation rules;
- 17) issuing opinions on the Rules of the Alternative Trading System within the powers of the Exchange Supervisory Board under such Rules;
- 18) performing obligations defined in the Exchange Rules and the Rules of the Alternative Trading System;
- 19) determining the terms and conditions of contracts and remuneration of members of the Exchange Management Board on the basis of the resolution of the General Meeting referred to in Art. 9.1a(2);
- 20) representing the Company in contracts and disputes between the Company and the Exchange Management Board members;
- 21) appointing the audit firm to audit and review the Company's financial statements and the consolidated financial statements of the Company's Group;
- 22) performing an annual assessment of the Company's compliance with the Rules of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF);
- 23) consenting to the Company entering into a contract which has a material impact on the financial or legal position of the Company where the other party is a shareholder who holds at least 5% of the total vote in the Company or a related party;
- 24) approving any actions involving:
- a) disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment, and long-term investments, including their contribution to a company or co-operative, if the market value of such assets is more than 3% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements, and giving such assets for use to another entity for a period of more than 180 days in a calendar year, under a legal transaction, if the market
value of the object of such legal transaction is more than 3% of the total assets, where giving for use in the case of:
(i) lease or rent agreements or other agreements giving an asset for use by other entities for a fee - the market value of the object of the legal transaction is understood as the value of benefits paid:
– for one year, if the asset is given under agreements concluded for an undetermined period,
– for the term of the agreement, for agreements concluded for a determined period;
(ii) lending agreements and other agreements giving an asset for use by other entities without a fee - the market value of the object of the legal transaction is understood as the amount equivalent to the value of benefits that would be payable under lease or rent agreements:
– for one year, if the asset is given under agreements concluded for an undetermined period,
– for the term of the agreement, for agreements concluded for a determined period;
- b) acquisition, subject to item 3(4) hereof, of non-current assets within the meaning of the Accounting Act of 29 September 1994, at a value greater than:
- (i) PLN 40,000,000, or
- (ii) 3% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
25) approving agreements concerning:
- a) a donation or another agreement with a similar effect at a value greater than PLN 20,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
- b) cancellation of debt or another agreement with a similar effect at a value greater than PLN 50,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
- 26) approving an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee for the services under such agreement or other agreements with the same entity is to be greater than PLN 500,000 net per annum;
- 27) approving amendments to an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee is to be increased above the amount referred to in item (26);
- 28) approving an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee is not set;
- 29) approving the Company's sale, otherwise than in a tender or in an auction, of a non-current asset within the meaning of the Accounting Act of 29 September 1994 at a value greater than 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements of the Company;
- 30) making decisions on other matters reserved for the Exchange Supervisory Board under generally applicable laws."
shall be replaced by the following:
"2. In addition to the powers vested in the Exchange Supervisory Board under the other provisions of these Articles of Association, the Exchange Supervisory Board will have the following powers:
1) assessing the financial statements for the previous financial year and the Exchange Management Board's report on the activity of the Company;
1a) approving a report of the Exchange Management Board on representation expenses, as well as legal fees, marketing service charges, public relations and social communications service charges, and management advisory service charges;
1b) approving a report on compliance with best practice defined by the Prime Minister under the Act of 16 December 2016 on principles of management of State property;
- 2) assessing the Exchange Management Board's proposals on the distribution of profits or covering the losses;
- 3) presenting to the General Meeting a written report on the findings of the above assessments;
- 4) presenting to the General Meeting for approval an annual report of the Exchange Supervisory Board consistent with the Best Practice for GPW Listed Companies 2021;
- 5) considering and presenting opinions on the items to be placed on the General Meeting's agenda;
- 6) preparing an annual report on remuneration in the Company for opinion of the General Meeting and preparing and presenting to the General Meeting for information an annual report on the assessment of the functioning of the Company's remuneration policy;
- 7) approving, at the request of the Exchange Management Board, the annual consolidated and separate financial plan and monitoring its implementation;
- 8) adopting the Exchange Supervisory Board Rules;
- 9) adopting the Exchange's Rules at the request of the Exchange Management Board and amendments to these Rules;
- 10) approving, at the request of the Exchange Management Board:
- a) the whistleblowing procedure;
- b) the internal audit rules and annual internal audit plans;
- c) the Rules of the Exchange Management Board;
- d) the organisational chart defining the internal division of competences on the Exchange Management Board;
- e) the risk management strategy;
- f) the conflict of interest management rules;
- 11) determining the rules on which the Exchange Management Board members and the Exchange Supervisory Board members buy and sell the securities listed on the stock exchange operated by the Company;
- 12) approval of the diversity policy for members of the Exchange Management Board defined by the nomination and remuneration committee;
- 13) approval of the policy of training of members of the Exchange Management Board and members of the Exchange Supervisory Board defined by the nomination and remuneration committee;
- 14) approval of the audit firm selection policy and selection procedure for the statutory audit of financial statements defined by the audit committee;
- 15) approval of the policy of non-audit services provided by the auditor and companies of its network defined by the audit committee;
- 16) issuing opinions on the sponsoring policy of the Company and the donation rules;
- 17) issuing opinions on the Rules of the Alternative Trading System within the powers of the Exchange Supervisory Board under such Rules;
- 18) performing obligations defined in the Exchange Rules and the Rules of the Alternative Trading System;
- 19) determining the terms and conditions of contracts and remuneration of members of the Exchange Management Board on the basis of the resolution of the General Meeting referred to in Art. 9.1a(2);
- 20) representing the Company in contracts and disputes between the Company and the Exchange Management Board members;
- 21) appointing the audit firm to audit and review the Company's financial statements and the consolidated financial statements of the Company's Group;
- 22) performing an annual assessment of the Company's compliance with the Rules of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF);
- 23) consenting to the Company entering into a contract which has a material impact on the financial or legal position of the Company where the other party is a shareholder who holds at least 5% of the total vote in the Company or a related party;
- 24) approving any actions involving:
- a) disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment, and long-term investments, including their contribution to a company or co-operative, if the market value of such assets is more than 3% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements, and giving such assets for use to another entity for a period of more than 180 days in a calendar year, under a legal transaction, if the market value of the object of such legal transaction is more than 3% of the total assets, where giving for use in the case of:
- (i) lease or rent agreements or other agreements giving an asset for use by other entities for a fee - the market value of the object of the legal transaction is understood as the value of benefits paid:
– for one year, if the asset is given under agreements concluded for an undetermined period,
– for the term of the agreement, for agreements concluded for a determined period;
(ii) lending agreements and other agreements giving an asset for use by other entities without a fee - the market value of the object of the legal transaction is understood as the amount equivalent to the value of benefits that would be payable under lease or rent agreements:
– for one year, if the asset is given under agreements concluded for an undetermined period,
– for the term of the agreement, for agreements concluded for a determined period;
- b) acquisition, subject to item 3(4) hereof, of non-current assets within the meaning of the Accounting Act of 29 September 1994, at a value greater than:
- (i) PLN 40,000,000, or
- (ii) 3% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
25) approving agreements concerning:
- a) a donation or another agreement with a similar effect at a value greater than PLN 20,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
- b) cancellation of debt or another agreement with a similar effect at a value greater than PLN 50,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29
September 1994, determined on the basis of the most recent approved financial statements;
- 26) approving an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee for the services under such agreement or other agreements with the same entity is to be greater than PLN 500,000 net per annum;
- 27) approving amendments to an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee is to be increased above the amount referred to in item (26);
- 28) approving an agreement concerning legal services, marketing services, public relations and social communications services, and management advisory services where the total fee is not set;
- 29) approving the Company's sale, otherwise than in a tender or in an auction, of a non-current asset within the meaning of the Accounting Act of 29 September 1994 at a value greater than 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements of the Company;
- 30) making decisions on other matters reserved for the Exchange Supervisory Board under generally applicable laws."
§ 3
This Resolution shall come into force on the day of adoption with the reservation that the legal effect of amendments to the Articles of Association shall be subject to their approval by the Polish Financial Supervision Authority and their registration by a competent court.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
of the Annual General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 23 June 2022
concerning approval of the Diversity Policy for Members of Bodies Appointed by the General Meeting of the Warsaw Stock Exchange
In connection with sections 2.1 and 2.2 of the Best Practice for GPW Listed Companies 2021 (Best Practice 2021), the General Meeting of the Company hereby resolves as follows:
§ 1
The General Meeting hereby approves the Diversity Policy for Members of Bodies Appointed by the General Meeting of the Warsaw Stock Exchange attached hereto.
§ 2
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 22,866,755, equivalent to 54.48 % of the Company's total shares
- total number of valid votes 37,590,225
Appendix to Resolution No. 21 of the Annual General Meeting of the Warsaw Stock Exchange dated 23 June 2022
DIVERSITY POLICY FOR MEMBERS OF BODIES APPOINTED BY THE GENERAL MEETING OF THE WARSAW STOCK EXCHANGE
| 1. |
Purpose and scope 32 |
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| 2. |
Definitions 32 |
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| 3. |
Principles of the Diversity Policy 33 |
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1. Purpose and scope
- 1.1. This policy shall apply to Members of the Bodies appointed in accordance with the Exchange Articles of Association by the General Meeting of the Warsaw Stock Exchange, i.e., when appointing Members of the Exchange Supervisory Board and the President of the Exchange Management Board.
- 1.2. Diversity and openness are values that are integral to the business operations of the Exchange. The Exchange considers Diversity as one of the attributes of its organisational culture, enabling it to achieve its strategic objectives in a changing market environment. By pursuing a diversity strategy, the Exchange strengthens innovation and versatility resulting from balanced views that shape the organisation.
- 1.3. The objective of this policy is to ensure high quality performance of the functions of the Exchange by selecting competent persons to serve as Members of the Exchange Supervisory Board and as President of the Exchange Management Board by applying in the first place objective substantive criteria and taking into account the benefits of diversity.
- 1.4. The introduction of this policy fulfils the obligation set out in Article 25a(11)(3) of the Act of 29 July 2005 on trading in financial instruments (consolidated text: Journal of Laws of 2005, No. 183, item 1538, as amended) and ensures compliance with the requirements under section 5.7 of the ESMA Guidelines published by the Polish Financial Supervision Authority on 19 December 2017 (19/12/2017 ESMA70-154-271 EN) and the requirements under section 2.1 in conjunction with section 2.2 of the Best Practice for GPW Listed Companies 2021 (Best Practice 2021).
2. Definitions
For the purposes of this document, the following terms shall be understood as follows:
GPW or Exchange – the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.)
Policy – this policy
President of the Management Board – President of the Management Board of the Exchange
Supervisory Board – the Supervisory Board of the Exchange
Management Board – the Management Board of the Exchange, which for the purposes of this Policy shall also include the President of the Management Board
General Meeting – the General Meeting of the Exchange
Annual General Meeting – the Annual General Meeting of the Exchange
3. Principles of the Diversity Policy
3.1 To meet the needs of constant adaptation to the dynamic business environment, the General Meeting shall follow a diversity policy when electing the Members of the Supervisory Board and the President of the Management Board while remaining objective and guided by substantive criteria.
3.2 To the extent of the substantive criteria, the General Meeting shall ensure the selection of individuals with a diversity of knowledge, skills and experience appropriate to their functions and responsibilities, which complement each other at the level of the entire composition of the Supervisory Board and the Management Board.
3.3 When selecting the members of the Supervisory Board and the Management Board, the General Meeting shall strive to achieve a balance in terms of gender representation, with a view to achieving a minimum gender minority share of 30%.
3.4 In order to achieve the value indicated in paragraph 3.3, the following principles for the selection of the members of the Supervisory Board and the President of the Management Board shall be followed:
- 3.4.1 Candidates who have the appropriate knowledge, experience and who meet the criteria and qualifications set out in the law should be appointed to the Supervisory Board and to the position of President of the Management Board.
- 3.4.2 Each candidate should be subject to an objective assessment of the fulfilment of all the requirements set out in paragraph 3.4.1 based on a comparative analysis of all candidates.
- 3.4.3 Other than where there is no candidate of the under-represented gender, a derogation from the rule referred to in paragraph 3.3 should apply where an objective assessment shows that it is appropriate to choose a candidate of the opposite gender.
- 3.4.4 The appointment of Members of the Supervisory Board and the President of the Management Board should not be made for the sole purpose of increasing diversity at the expense of the functioning and suitability of the Supervisory Board or the Management Board as a whole or the suitability of individual Members of the Supervisory Board or the President of the Management Board.
- 3.5. The Supervisory Board shall, once a year as part of its annual report, compile and present to the Annual General Meeting for approval information on the degree of implementation of the diversity policy for the Members of the Supervisory Board and the President of the Management Board.