AGM Information • May 26, 2022
AGM Information
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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/Ms…………………………………... as Chair of the General Meeting held on 23 June 2022.
§ 2
This Resolution shall come into force on the day of adoption.
In accordance with Article 409(1) of the Commercial Companies Code, a chair is elected from among the persons entitled to attend the General Meeting. In addition, pursuant to § 12(1) of the Company's Articles of Association, the General Meeting is opened by the Chairman of the Exchange Supervisory Board or a person designated by the Chairman of the Exchange Supervisory Board, after which the chair of the meeting is elected from among the persons entitled to participate in the General Meeting.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
The General Meeting of the Company held on 23 June 2022 adopts the following agenda:
§ 2
This Resolution shall come into force on the day of adoption.
The General Meeting shall proceed according to the adopted agenda. The agenda of the General Meeting presented in the draft Resolution has been proposed by the Exchange Management Board.
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.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395)(2)(1) of the Commercial Companies Code, the General Meeting shall consider a review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year.
According to Article 55(2a) of the Accountancy Act, a report on the activity of a group may be prepared jointly with the report on the activity of the parent entity as a single report. The Company has availed itself of this option and prepared a single report on the activity of the Parent Entity and the Warsaw Stock Exchange Group in 2021.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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:
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(2) of the Commercial Companies Code, the General Meeting shall consider a review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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:
§ 2
This Resolution shall come into force on the day of adoption.
According to Article 395(5) of the Commercial Companies Code, the Annual General Meeting may review and approve the financial statements of the group within the meaning of accounting regulations and proceed on matters other than listed in Article 395(2).
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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. |
The dividend per share shall be PLN 2.74 (in words: two point seventy-four zloty).
The dividend record date shall be 25 July 2022.
The dividend payment date shall be 5 August 2022.
§ 5
This Resolution shall come into force on the day of adoption.
According to Article 395(2)(2) of the Commercial Companies Code, the annual general meeting shall pass a resolution concerning distribution of the profit or coverage of the loss.
The proposed dividend payment in the total amount of PLN 115,003,280.00 implies a payment of PLN 2.74 per share. The dividend payout rate will be 71.3% of the consolidated net profit (84.0% of the net profit attributable to the shareholders of the parent entity adjusted for the share of profit of associates) and the dividend yield will be 7.50% based on GPW's capitalisation as at 10 May 2022.
The dividend amount proposed by the Exchange Management Board is consistent with GPW's dividend policy, published in the Exchange's current report no. 4/2019, which provides for a dividend payment depending on the profitability and financial capacity of GPW at 60% of the consolidated net profit of the GPW Group for the financial year attributable to the shareholders of GPW adjusted for the share of profit of associates.
In line with the dividend policy, the GPW Management Board has declared its intention to recommend dividend payments to the General Meeting:
The factors pertinent to the dividend amount recommended by the Exchange Management Board include the following:
According to Article 348(3) of the Commercial Companies Code, the general meeting of a public company and a non-public company whose shares are registered in the securities depository shall set the dividend record date and the dividend payment date.
According to Article 348 § 4 of the Commercial Companies Code, the general meeting shall set the dividend record date no earlier than five days and no later than three months after the date of the resolution. If the resolution of the ordinary general meeting does not set a dividend payment day, the dividend payment day shall be the day falling five days after the resolution on the distribution of profit.
According to Article 348(5) of the Commercial Companies Code, the dividend shall be paid within the period set out in the resolution of the general meeting or, if no period is set out in the resolution of the general meeting, the dividend shall be paid within the period set by the supervisory board. The dividend payment date shall be set within three months from the dividend record date. If the general meeting or the supervisory board does not set a date for the payment of the dividend, the dividend shall be paid immediately after the dividend record day.
According to Article 121(2) of the Detailed Rules of Operation of Krajowy Depozyt Papierów Wartościowych, the dividend payment date shall be no earlier than five days after the dividend record date. According to Article 9(1) of the Rules of Krajowy Depozyt Papierów Wartościowych, the number of days in set time limits shall exclude all official holidays, specified in the applicable regulations, and Saturdays.
The dividend record date and the dividend payment date have been set in keeping with the aforementioned principles.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
This Resolution shall come into force on the day of adoption.
According to Article 395(21) of the Commercial Companies Code, in companies referred to in Article 90c(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the agenda of an annual general meeting should also include adoption of the resolution referred to in Article 90g(6) of that Act or holding the discussion referred to in Article 90g(7) of that Act
According to 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 shall adopt a resolution giving an opinion on the remuneration report that the supervisory board is required to draw up. The resolution is advisory in nature
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Michał Bałabanow was a Member of the Exchange Supervisory Board and the Secretary to the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 21 June 2021 to 31 December 2021 when Ms Izabela Flakiewicz was a Member of the Exchange Supervisory Board and as of 1 July 2021 Deputy Chairman of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Dominik Kaczmarski was a Member of the Exchange Supervisory Board and Chairman of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Janusz Krawczyk was a Member of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
The draft resolution has received a favourable opinion from 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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 21 June 2021 when Mr Jakub Modrzejewski was a Member of the Exchange Supervisory Board and the Deputy Chairman of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Filip Paszke was a Member of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 16 March 2021 to 31 December 2021 when Mr Leszek Skiba was a Member of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Adam Szyszka was a Member of the Exchange Supervisory Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Piotr Borowski was a Member of the Exchange Management Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Marek Dietl was the President of the Exchange Management Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Mr Dariusz Kułakowski was a Member of the Exchange Management Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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.
According to Article 393(1) of the Commercial Companies Code, the review and approval of the report of the management board on the activity of the company and the financial statements for the previous financial year and the vote of discharge of duties to the members of the company's authorities require a resolution of the General Meeting.
According to Article 395(2)(3) of the Commercial Companies Code, the General Meeting shall consider a vote of discharge of duties to the members of the company's authorities.
The vote of discharge of duties is for the period from 1 January 2021 to 31 December 2021 when Ms Izabela Olszewska was a Member of the Exchange Management Board.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
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:
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:
§ 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;
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
– for the term of the agreement, for agreements concluded for a determined period;
undetermined period,
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;
– 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;
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;
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.
The amendments to the Articles of Association proposed in this resolution are necessary in order to adapt the wording of the Articles of Association to the extent of powers of the Exchange Supervisory Board and the General Meeting of the Company to the Best Practice for GPW Listed Companies 2021 adopted for application by the General Meeting of the Company by Resolution No. 23 of 21 June 2021 as well as Article 395(21) of the Commercial Companies Code in connection with Article 90g of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
Warsaw Stock Exchange ("Company")
dated 23 June 2022
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.
The adoption of this resolution is a consequence of the adoption for application by the General Meeting of the Company of the Best Practice for GPW Listed Companies 2021 by Resolution No. 23 of 21 June 2021.
According to principle 2.1 of the Best Practice for GPW Listed Companies 2021, companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. According to principle 2.2 of the Best Practice for GPW Listed Companies 2021, decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.
Accordingly, this draft resolution is presented for consideration at the Annual General Meeting.
Appendix to Resolution No. 21 of the Annual General Meeting of the Warsaw Stock Exchange dated 23 June 2022
| 1. | Purpose and scope 38 | |
|---|---|---|
| 2. | Definitions 38 | |
| 3. | Principles of the Diversity Policy 39 |
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
3.1 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:
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