GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Jun 26, 2023

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 26 June 2023.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,393

- in a secret ballot, 41,587,393 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning adoption of the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 26 June 2023 adopts the following agenda:

• 1. Opening of the General Meeting.
• 1. Election of the Chair of the General Meeting.
• 1. Confirmation that the General Meeting has been duly convened and is able to adopt resolutions.
• 1. Adoption of the agenda.
• 1. Review of the report of the Management Board on the activity of the Company and the Group in 2022.
• 1. Review of the financial statements of the Company for the year ended 31 December 2022 and the consolidated financial statements of the Group for the year ended 31 December 2022.
• 1. Review of the Management Board report on representation expenses and expenses for legal services, marketing services, public relations and social communication services, and management advisory services in 2022.
• 1. Review of the reports and assessments of the Exchange Supervisory Board required by the Commercial Companies Code, the Code of Best Practice for GPW Listed Companies 2021 and the Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority.
• 1. Approval of the report of the Management Board on the activity of the Company and the Group in 2022.
• 1. Approval of the financial statements of the Company for the year ended 31 December 2022.
• 1. Approval of the consolidated financial statements of the Group for the year ended 31 December 2022.
• 1. Adoption of the resolution concerning distribution of the Company's profit for 2022.
• 1. Approval of the report of the Exchange Supervisory Board for 2022 to the extent required by the Code of Best Practice for GPW Listed Companies 2021.
• 1. Review of and issuance of an opinion on the report of the Exchange Supervisory Board on remuneration of members of the Exchange Management Board and the Exchange Supervisory Board.
• 1. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2022.
• 1. Vote of discharge of duties to Members of the Exchange Management Board for 2022.
• 1. Approval of amendments to the Company's Articles of Association.
• 1. Changes to the composition of the Exchange Supervisory Board.
• 1. Closing of the General Meeting.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,587,393, votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning review and approval of the report of the Management Board on the activity of the Company and the Group in 2022

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,566,272, votes were cast in favour, 1 votes were cast against and 21,120 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning review and approval of the financial statements of the Company for the year ended 31 December 2022

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 2022 comprised of:

• − the separate statement of financial position as at 31 December 2022 showing total assets and total equity and liabilities at PLN 695,776 thousand (in words: six hundred and ninety-five million seven hundred and seventy-six thousand zloty),
• − the separate statement of comprehensive income for the year ended 31 December 2022 showing a net profit of PLN 99,564 thousand (in words: ninety-nine million five hundred and sixty-four thousand zloty),
• − the separate statement of cash flows for the year ended 31 December 2022 showing a decrease in cash and cash equivalents at PLN 69,471 thousand (in words: sixty-nine million four hundred and seventy-one thousand zloty),
• − the separate statement of changes in equity for the year ended 31 December 2022 showing a decrease of equity by PLN 15,611 thousand (in words: fifteen million six hundred and eleven thousand zloty),
• − notes.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,566,272, votes were cast in favour, 1 votes were cast against and 21,120 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2022

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 2022 comprised of:

• − the consolidated statement of financial position as at 31 December 2022 showing total assets and total equity and liabilities at PLN 1,182,256 thousand (in words: one billion one hundred and eighty-two million two hundred and fifty-six thousand zloty),
• − the consolidated statement of comprehensive income for the year ended 31 December 2022 showing a net profit of PLN 144,976 thousand (in words: one hundred and forty-four million nine hundred and seventy-six thousand zloty),
• − the consolidated statement of cash flows for the year ended 31 December 2022 showing an increase in cash and cash equivalents at PLN 29,232 thousand (in words: twenty-nine million two hundred and thirty-two thousand zloty),
• − the consolidated statement of changes in equity for the year ended 31 December 2022 showing an increase of equity by PLN 32,970 thousand (in words: thirty-two million nine hundred and seventy thousand zloty),
• − notes.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,566,272, votes were cast in favour, 0 votes were cast against and 21,121 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning distribution of the Company's profit for 2022

Pursuant to Article 395(2)(2), Article 396(5) and Article 348(1) and (3)-(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 Company for 2022 amounting to PLN 99,564,021.06 (in words: ninety-nine million five hundred sixty-four thousand and twentyone zloty 06/100) as follows:

−	dividend payment:	PLN 98,634,200.00,
−	reserves:	PLN 929,821.06.

§ 2

The General Meeting of the Company allocates from the Company's reserves the amount of PLN 14,690,200.00 (in words: fourteen million six hundred and ninety thousand two hundred zloty) for the payment of dividends to shareholders.

§ 3

The dividend per share shall be PLN 2.70 (in words: two zloty 70/100).

§ 4

The dividend record date shall be 24 July 2023.

§ 5

The dividend payment date shall be 7 August 2023.

§ 6

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,587,392, votes were cast in favour, 0 votes were cast against and 1 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning approval of the report of the Exchange Supervisory Board for 2022 to the extent required by the Code of Best Practice for GPW Listed Companies 2021

Pursuant to § 9(1a)(3) of the Company's Articles of Association, the General Meeting of the Company hereby resolves as follows:

§ 1

The General Meeting of the Company hereby approves the report of the Exchange Supervisory Board for 2022 to the extent required by the Code of Best Practice for GPW Listed Companies 2021.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 41,566,272, votes were cast in favour, 0 votes were cast against and 21,121 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,923, equivalent to 64,00% of the Company's total shares,

- total number of valid votes 41,587,393,

- 39,958,106, votes were cast in favour, 1,628,144, votes were cast against and 1,143 votes abstained from voting.

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,724,183, equivalent to 63.67 % of the Company's total shares

- total number of valid votes 41,447,653

- in a secret ballot, 39,373,495 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 39,513,234 votes were cast in favour, 2,037,573 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 Monika Gorgoń as Member of the Exchange Management Board in the financial year 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 Adam Młodkowski as Member of the Exchange Management Board in the financial year 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

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 2022.

§ 2

This Resolution shall come into force on the day of adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 40,184,376 votes were cast in favour, 1,366,431 votes were cast against and 36,585 votes abstained from voting

of the Annual General Meeting of the Company

Giełda Papierów Wartościowych w Warszawie S.A. ("Company")

dated 26 June 2023

concerning amendment of the Articles of Association of the Warsaw Stock Exchange

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 13 of the Articles of Association:

paragraph 1 reading as follows:

"1. The Exchange's Supervisory Board will be composed of 5 to 7 members elected and dismissed by the General Meeting. In the event of voting in groups under Art. 385.3 of the Commercial Companies Code the Exchange's Supervisory Board will be composed of 7 members. The Exchange's Supervisory Board members will be elected for the joint term of office of three years."

shall be replaced by the following:

"1. The Exchange's Supervisory Board will be composed of 5 to 7 members elected and dismissed by the General Meeting. In the event of voting in groups under Art. 385.3 of the Commercial Companies Code the Exchange's Supervisory Board will be composed of 7 members. The Exchange's Supervisory Board members will be elected for the joint term of office of three years. The term of office will be calculated in full financial years."

§ 2

Article 17 of the Articles of Association reading as follows:

"Article 17.

• 1. The resolutions adopted by the Exchange's Supervisory Board will be valid if all the Exchange's Supervisory Board members were notified of the meeting at least seven days in advance, and at least half of the Exchange's Supervisory Board members are present at the meeting.
• 1. Subject to Art. 18.3 of these Articles of Association, the Exchange's Supervisory Board will adopt resolutions by an absolute majority of votes. In the event of a tie the Chairman of the Exchange's Supervisory Board will have the casting vote.
• 1. It is also possible to participate in a meeting of the Exchange's Supervisory Board with the use of the means of direct communication; the quorum at a meeting is determined including both members of the Exchange's Supervisory Board physically present at the meeting and members

of the Exchange's Supervisory Board participating in the meeting with the use of the means of direct communication.

• 1. The Members of the Exchange's Supervisory Board may participate in adopting resolutions by casting their votes in writing through another Exchange's Supervisory Board member. Votes cannot be cast in writing on the matters put on the agenda during the Exchange's Supervisory Board meeting.
• 1. The Exchange's Supervisory Board resolutions may be adopted in writing or with the use of the means of direct communication. A resolution is valid, if all the Exchange's Supervisory Board members have been notified of the content of the draft resolution and at least one half of all the Exchange's Supervisory Board members take part in the passing of the resolution.
• 1. The detailed method of adopting resolutions using the procedure referred to in item 5 and the terms of participation in a meeting of the Exchange's Supervisory Board with the use of the means of direct communication is specified in the Exchange's Supervisory Board Rules.
• 1. In an emergency, the Chairman of the Exchange's Supervisory Board may convene a meeting with notice shorter than that referred to in item 1."

shall be replaced by the following:

"Article 17.

• 1. The resolutions adopted by the Exchange's Supervisory Board will be valid if all the Exchange's Supervisory Board members were notified of the meeting at least seven days in advance, and at least half of the Exchange's Supervisory Board members are present at the meeting.
• 1. The Exchange's Supervisory Board may also hold meetings without them being formally convened if all members agree and do not object to the inclusion of individual items on the agenda.
• 1. The agenda of a meeting of the Exchange's Supervisory Board may not be amended or supplemented during the meeting unless:
  2. 1) the meeting is attended by all members of the Exchange's Supervisory Board and they agree to amend or supplement the agenda, or
  3. 2) certain actions by the Exchange's Supervisory Board are necessary to protect the Company from material damage or are in the interest of trading participants.
• 1. Subject to Art. 18.3 of these Articles of Association, the Exchange's Supervisory Board will adopt resolutions by an absolute majority of votes. In the event of a tie the Chairman of the Exchange's Supervisory Board will have the casting vote.
• 1. It is also possible to participate in a meeting of the Exchange's Supervisory Board with the use of the means of direct communication; the quorum at a meeting is determined including both members of the Exchange's Supervisory Board physically present at the meeting and members of the Exchange's Supervisory Board participating in the meeting with the use of the means of direct communication.
• 1. The Members of the Exchange's Supervisory Board may participate in adopting resolutions by casting their votes in writing through another Exchange's Supervisory Board member. Votes cannot be cast in writing on the matters put on the agenda during the Exchange's Supervisory Board meeting.
• 1. The Exchange's Supervisory Board resolutions may be adopted in writing or with the use of the means of direct communication. A resolution is valid, if all the Exchange's Supervisory Board members have been notified of the content of the draft resolution and at least one half of all the Exchange's Supervisory Board members take part in the passing of the resolution.
• 1. The detailed method of adopting resolutions using the procedure referred to in item 7 and the terms of participation in a meeting of the Exchange's Supervisory Board with the use of the means of direct communication is specified in the Exchange's Supervisory Board Rules.
• 1. In an emergency, the Chairman of the Exchange's Supervisory Board may convene a meeting with notice shorter than that referred to in item 1."

§ 3

In Article 18 of the Articles of Association:

paragraph 2 reading as follows:

"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
  • e) Management Board;
  • f) the risk management strategy;
  • g) 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) (deleted)
• 4) presenting to the General Meeting for approval a written report for the previous financial year in accordance with Article 382 § 3¹ of the Commercial Companies Code and 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
  • e) Management Board;
  • f) the risk management strategy;
  • g) 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."

In Article 20 of the Articles of Association:

paragraph 1 reading as follows:

"1. The Exchange Management Board shall be the Company's executive body and shall be composed of 3 to 5 members, including the President. The Exchange Management Board members will be appointed for a joint term of office of four years."

shall be replaced by the following:

"1. The Exchange Management Board shall be the Company's executive body and shall be composed of 3 to 5 members, including the President. The Exchange Management Board members will be appointed for a joint term of office of four years. The term of office will be calculated in full financial years."

§ 5

This Resolution shall come into force on the day of adoption; however, the amendments of the Articles of Association shall have legal effect if approved by the Polish Financial Supervision Authority and registered by the competent court.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64,00% of the Company's total shares,

- 35,636,332, votes were cast in favour, 1 votes were cast against and 5,951,059 votes abstained from voting.

^- total number of valid votes 41,587,392,

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 26 June 2023

concerning the dismissal a Member of the Exchange Supervisory Board

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1), § 13 (3) (2) and § 13 (10) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:

§ 1

Mr Filip Paszke is dismissed from the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 31,597,350 votes were cast in favour, 5,446,386 votes were cast against and 4,543,656 votes abstained from voting

of the Annual General Meeting of the Company

Warsaw Stock Exchange ("Company")

dated 26 June 2023

Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1), § 13 (3) (2) and § 13 (10) 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

Mrs Eva Sudol is appointed to the Exchange Supervisory Board.

§ 2

This Resolution shall come into force upon its adoption.

- number of shares from which valid votes were cast – 26,863,922, equivalent to 64.00 % of the Company's total shares

- total number of valid votes 41,587,392

- in a secret ballot, 35,937,350 votes were cast in favour, 5,446,386 votes were cast against and 203,656 votes abstained from voting