AGM Information • May 20, 2022
AGM Information
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The Management Board of Giełda Papierów Wartościowych w Warszawie S.A. with its registered office in Warsaw at ul. Książęca 4, 00-498 Warsaw, entered in the register of commercial entities kept by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, under no. KRS 0000082312 ("Company"), with a share capital of PLN 41,972,000, fully paid up, acting pursuant to Article 399(1) in conjunction with Article 398, Article 400(1) and Article 4021 of the Commercial Companies Code ("CCC") and § 8.1 and § 8.3 of the Company's Articles of Association, hereby convenes the Company's Extraordinary General Meeting at the request of a shareholder – the State Treasury represented by the Minister for State Assets.
The Extraordinary General Meeting of the Company ("General Meeting") is hereby convened for 11:00 on 15 June 2022 at the Company's registered office in Warsaw at ul. Książęca 4. The meeting agenda is as follows:
1) A shareholder or shareholders representing at least one twentieth of the share capital may request that certain matters be included in the agenda of the Company's General Meeting. Such request should be submitted to the Company's Management Board no later than twenty-one days before the date of the General Meeting. It should contain a justification or a draft resolution pertaining to the proposed item of the agenda. The request may be submitted in writing at the Company's registered office at ul. Książęca 4, 00-498 Warsaw, or in electronic form sent to the Company's e-mail address [email protected].
2) The shareholder or shareholders referred to in point 1 should evidence the relevant number of shares held at the date of the request by attaching to their request a deposit certificate (certificates) or a statement issued by an entity keeping a securities account. In addition, the shareholder or shareholders referred to in point 1 who are natural persons should present documents confirming the identity of the shareholder containing data necessary for the identification of the shareholder (including the series and number of the ID card/passport and PESEL), and if a request is sent electronically, then a scan of such documents including the details listed above. If a request is submitted by a shareholder or shareholders which is (are) a legal person or organisational unit referred to in Art. 331 of the Civil Code, the shareholder or shareholders should present a current official copy of the entity's relevant register (a scanned document in case of a request sent by e-mail). All documents submitted to the Company, including documents sent electronically, should be drawn up in Polish (documents drawn up in a language other than Polish should be translated into Polish by a sworn translator).
Shareholders making a request by means of electronic communication should send all documents in PDF format.
3) The Company may take appropriate action to identify the shareholder and the attorney-in-fact to verify the rights exercised by means of electronic communication.
1) A shareholder may participate in the General Meeting and exercise the voting right personally or by an attorney-in-fact. A power of attorney to participate in the General Meeting and exercise the voting right must be granted in writing or electronically. A shareholder who is not a natural person may participate in the General Meeting and exercise the voting right via the person entitled to submit declarations of will for and on behalf of such shareholder or via an attorneyin-fact.
1) The Company allows the participation in the General Meeting by means of electronic communication. The specific terms and conditions of participation in the General Meeting of the Company by means of electronic communication are set out in the Rules of Participation in the General Meeting of the Warsaw Stock Exchange by Means of Electronic Communication available on the Company's website at https://www.gpw.pl/dokumenty-korporacyjne.
Such form of participation in the General Meeting will be available via a link to be posted on the Company's website at http://www.gpw.pl/walne-zgromadzenie no later than 13 June 2022.
number shall be provided by the Exchange to the shareholder or attorney-in-fact together with the instructions referred to in point 5.3).
An internet connection of lower capacity or an older browser version may interfere with or block communications with the venue of the General Meeting, cause latency in reception or prevent the casting of votes.
It is recommended that users refrain from using other applications which significantly increase the workload for the computer and the telecommunication connection at the time of using the platform. It is recommended to use the platform in "full screen" mode.
Information about the method of making statements during the General Meeting by means of electronic communication is presented in the Rules referred to in point 5.1) above.
The Company currently does not allow the possibility of exercising the voting right by mail.
Information about the method of exercising the voting right by means of electronic communication is presented in the Rules referred to in point 5.1) above.
During the General Meeting, shareholders have the right to ask questions concerning matters on the agenda of the General Meeting. Pursuant to Article 428(1) CCC, the Management Board is obliged to provide a shareholder, at the shareholder's request, with information concerning the Exchange if this is justified for the assessment of a matter on the agenda of the General Meeting.
The date of registration of participation in the General Meeting is 30 May 2022.
Only persons who are shareholders of the Company sixteen days before the date of the General Meeting (i.e., 30 May 2022) have the right to participate in the General Meeting of the Company, i.e.:
they have shares of the Company deposited in their securities account and, not earlier than after the announcement of the General Meeting and not later than on 31 May 2022, they request the entity keeping the securities account in which shares of the Company are deposited to issue a name-specific certificate on the right to participate in the General Meeting of the Company. We recommend that shareholders collect an issued certificate on the right to participate and bring it to the General Meeting.
The Company draws up a list of shareholders entitled to participate in the General Meeting on the basis of the share register and a list submitted by the Central Securities Depository of Poland (KDPW) and drawn up on the basis of name-specific certificates on the right to participate in the General Meeting issued by entities keeping securities accounts. The list of shareholders entitled to participate in the General Meeting shall be displayed for viewing at the Company's registered office (Corporate Relations Department, Room 3038) between 10 a.m. and 4 p.m. starting from 10 June 2022.
Any shareholder may request the list of shareholders be sent to it/him/her free of charge at an address for electronic delivery or by electronic mail, specifying the address to which the list should be sent. The relevant request should be signed by the authorised representatives of the shareholder and delivered to the Company in the original counterpart or sent in PDF format to [email protected].
A shareholder requesting to view or receive the list of shareholders shall confirm its/his/her identity and status as a shareholder of the Company. For this purpose, a shareholder may present to the Company a certificate on the right to participate in the General Meeting or a depository certificate in the original counterpart or sent in PDF format to the address specified above.
Shareholders and attorneys-in-fact who arrive at the General Meeting of the Company shall, on signing the attendance record, present an ID card, passport or other document confirming their identity. The right to represent a shareholder who is not a natural person should arise out of an official copy of the relevant register (original or a copy authenticated by a notary public or a legal counsel) and a string of powers of attorney. The right to represent a shareholder who is a natural person should arise out of a power of attorney presented when signing the attendance record.
Voting cards will be available to persons entitled to participate in the General Meeting in front of the meeting room from 10 a.m. on 15 June 2022.
Attorneys of legal persons shall come to the General Meeting at least one hour before its beginning.
In connection with the item on the agenda of the General Meeting concerning the appointment of the President of the Exchange Management Board for a new term of office, in view of the need for the General Meeting to assess the candidate's fulfilment of the requirements laid down in particular in the Act on Trading in Financial Instruments and implementing regulations, the candidate should be proposed in writing, if possible, sufficiently in advance of the date of the General Meeting, at the Company's registered office at ul. Książęca 4, 00-498 Warsaw, or by means of electronic communication to the Company's e-mail address [email protected] with the phrase "Nomination of a candidate for President of the Exchange Management Board" in the subject line. In addition, a certificate on the right to participate in the General Meeting or a depository certificate in the original counterpart or sent in PDF format should be delivered to the Company at the address specified above.
Along with the nomination of a candidate for President of the Exchange Management Board, the following should be sent:
Templates of the above declarations are available on the Company's website at http://www.gpw.pl/walne-zgromadzenie. Information on the nomination of a candidate, together with the candidate's CV, will be made available by the Company immediately when received on its website at http://www.gpw.pl/walne-zgromadzenie.
Other documents, including in particular a declaration of fulfilment of the requirements for a member of the Exchange Management Board provided for among others in the Act of 29 July 2005 on Trading in Financial Instruments and implementing regulations, will be made available by the Company upon request of the shareholder. The relevant request should be signed by the authorised representatives of the shareholder and delivered to the Company in the original counterpart or sent in PDF format to [email protected]. A shareholder requesting to receive the documents shall confirm its/his/her identity and status as a shareholder of the Company. For this purpose, a shareholder may present to the Company a certificate on the right to participate in the General Meeting or a depository certificate in the original counterpart or sent in PDF format to the address specified above. The Company may take appropriate action to identify the shareholder.
The full text of the documentation to be presented to the General Meeting, including the draft resolutions and information about the General Meeting, will be available on the Company's website http://www.gpw.pl/walne-zgromadzenie from the date of convening the General Meeting.
Any shareholder entitled to participate in the General Meeting may receive the full text of the documentation to be presented to the General Meeting in a hard copy at the Company's registered office at ul. Książęca 4, Corporate Relations Department, room 3038, from 11 a.m. to 3 p.m. on business days, but no later than 10 June 2022, following prior announcement of such need by email at the e-mail address: [email protected].
Management Board of Giełda Papierów Wartościowych w Warszawie S.A.
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