GPW - Giełda Papierów Wartościowych w Warszawie S.A.

AGM Information • Jun 27, 2024

of the Annual General Meeting of the Company

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

dated 27 June 2024

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 Jarosław Kołkowski as Chair of the General Meeting held on 27 June 2024.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 42,121,461 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.

(Warsaw Stock Exchange, "Company")

dated 27 June 2024

on limiting speaking time at the General Meeting

§ 1

The Annual General Meeting of the Warsaw Stock Exchange, acting pursuant to § 10 (2)(e) of the Rules of the General Meeting, resolves to limit the speaking time of shareholders to 5 minutes.

§ 2

This resolution shall enter into force upon its adoption.

- number of shares from which valid votes were cast – 26,356,536, equivalent to 62,80% of the Company's total shares,

- total number of valid votes 41,080,009,

- 34,640,757 votes were cast in favour, 0 votes were cast against and 6,439,252 votes abstained from voting.

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning adoption of the agenda of the General Meeting

§ 1

The General Meeting of the Company held on 27 June 2024 adopts the following agenda:

• 1. Opening of the General Meeting.
• 1. Election of 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 2023.
• 1. Review of the financial statements of the Company for the year ended 31 December 2023 and the consolidated financial statements of the Group for the year ended 31 December 2023.
• 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 2023.
• 1. Review of the reports and assessments of the Exchange Supervisory Board required under the Commercial Companies Code, the 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 2023.
• 1. Approval of the financial statements of the Company for the year ended 31 December 2023.
• 1. Approval of the consolidated financial statements of the Group for the year ended 31 December 2023.
• 1. Adoption of the resolution concerning distribution of the Company's profit for 2023.
• 1. Approval of the report of the Exchange Supervisory Board for 2023.
• 1. Review and approval of the report of the Exchange Supervisory Board on remuneration of members of the Exchange Management Board and the Exchange Supervisory Board.
• 1. Adoption of a resolution on the Remuneration Policy for Members of the Management Board and Supervisory Board of the Warsaw Stock Exchange.
• 1. Appointment of members of the Exchange Supervisory Board for a new term of office.
• 1. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2023.
• 1. Vote of discharge of duties to Members of the Exchange Management Board for 2023.
• 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 – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 36,262,697 votes were cast in favour, 3 votes were cast against and 5,858,761 votes abstained from voting.

Shareholder of the GPW holding 1 share representing 1 vote, stated that he voted against the resolution and requested that his objection be recorded in the minutes.

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning review and approval of the report of the Management Board on the activity of the Company and the Group in 2023

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 2023.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 42,070,549 votes were cast in favour, 0 votes were cast against and 50,912 votes abstained from voting.

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning review and approval of the financial statements of the Company for the year ended 31 December 2023

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 2023 comprised of:

• − the separate statement of financial position as at 31 December 2023 showing total assets and total equity and liabilities at PLN 729,519 thousand (in words: seven hundred and twenty-nine million, five hundred and nineteen thousand zloty),
• − the separate statement of comprehensive income for the year ended 31 December 2023 showing a net profit of PLN 116,908 thousand (in words: one hundred and sixteen million nine hundred and eight thousand zloty),
• − the separate statement of cash flows for the year ended 31 December 2023 showing a decrease in cash and cash equivalents at PLN 50,198 thousand (in words: fifty million one hundred and ninety-eight thousand zloty),
• − the separate statement of changes in equity for the year ended 31 December 2023 showing an increase of equity by PLN 4,291 thousand (in words: four million two hundred and ninety-one thousand zloty),
• − notes.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

^- 42,070,549 votes were cast in favour, 0 votes were cast against and 50,912 votes abstained from voting.

of the Annual General Meeting of the Company

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

dated 27 June 2024

w concerning review and approval of the consolidated financial statements of the Group for the year ended 31 December 2023

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 2023 comprised of:

• − the consolidated statement of financial position as at 31 December 2023 showing total assets and total equity and liabilities at PLN 1,257,681 thousand (in words: one billion two hundred and fifty-seven million six hundred and eighty-one thousand zloty),
• − the consolidated statement of comprehensive income for the year ended 31 December 2023 showing a net profit of PLN 157,561 thousand (in words: one hundred and fifty-seven million five hundred and sixty-one thousand zloty),
• − the consolidated statement of cash flows for the year ended 31 December 2023 showing a decrease in cash and cash equivalents at PLN 131,293 thousand (in words: one hundred and thirty-one million two hundred and ninety-three thousand zloty),
• − the consolidated statement of changes in equity for the year ended 31 December 2023 showing an increase of equity by PLN 49,094 thousand (in words: forty-nine million and ninety-four thousand zloty),
• − notes.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 42,070,549 votes were cast in favour, 0 votes were cast against and 50,912 votes abstained from voting.

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning distribution of the Company's profit for 2023

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 2023 amounting to PLN 116,908,495.70 (in words: one hundred and sixteen million nine hundred and eight thousand four hundred and ninety-five zloty 70/100) as follows:

−	dividend payment:	PLN 116,682,160.00,
−	reserves:	PLN 226,335.70.

§ 2

The General Meeting of the Company allocates from the Company's reserves the amount of PLN 9,233,840.00 (in words: nine million two hundred and thirty-three thousand eight hundred and forty zloty) for the payment of dividends to shareholders.

§ 3

The dividend per share shall be PLN 3.00 (in words: three zloty).

§ 4

The dividend record date shall be 24 July 2024.

§ 5

The dividend payment date shall be 7 August 2024.

§ 6

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 42,121,461 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 27 June 2024

concerning approval of the annual report of the Exchange Supervisory Board for 2023

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 annual report of the Exchange Supervisory Board for 2023.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 43,070,549 votes were cast in favour, 0 votes were cast against and 50,912 votes abstained from voting.

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning an opinion on the report on 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 gives a positive opinion on the Report on the remuneration of the members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange for the year 2023.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 34,421,162 votes were cast in favour, 7,700,299 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 27 June 2024

concerning the Remuneration Policy for Members of the Management Board and Supervisory Board of the Warsaw Stock Exchange

Pursuant to Article 90e(4) 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

Following the review of the Remuneration Policy for the Members of the Management Board and the Supervisory Board of the Company adopted by resolution of the Annual General Meeting of the Company on 22 June 2020 ("Remuneration Policy") and the positive evaluation of its operation in the Company, the General Meeting of the Company hereby decides to maintain the existing wording of the Remuneration Policy.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares,

- total number of valid votes 42,121,461,

- 34,368,653 votes were cast in favour, 7,752,808 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 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Mr Paweł Homiński is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,863 votes were cast in favour, 6,436,286 votes were cast against and 208,312 votes abstained from voting

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Mr Waldemar Markiewicz is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,455,952 votes were cast in favour, 6,436,286 votes were cast against and 229,223 votes abstained from voting

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Mr Piotr Prażmo is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,861 votes were cast in favour, 6,436,288 votes were cast against and 208,312 votes abstained from voting

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Mr Wiesław Rozłucki is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,862 votes were cast in favour, 6,436,286 votes were cast against and 208,313 votes abstained from voting

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Ms Iwona Sroka is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,861 votes were cast in favour, 6,436,288 votes were cast against and 208,312 votes abstained from voting

of the Annual General Meeting of the Company

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

dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Ms Katarzyna Szwarc is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,861 votes were cast in favour, 6,436,288 votes were cast against and 208,312 votes abstained from voting

of the Annual General Meeting of the Company Giełda Papierów Wartościowych w Warszawie S.A. ("Company") dated 27 June 2024

concerning appointment of a member of the Exchange Supervisory Board

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

§ 1

Ms Małgorzata Rusewicz is hereby appointed to the Exchange Supervisory Board for a new joint term of office starting on the day following the date of this Annual General Meeting.

§ 2

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

- number of shares from which valid votes were cast – 27,397,991, equivalent to 65,28% of the Company's total shares

- total number of valid votes 42,121,461

- in a secret ballot, 35,476,761 votes were cast in favour, 6,436,286 votes were cast against and 208,414 votes abstained from voting

of the Annual General Meeting of the Company Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange, "Company") dated 27 June 2024

on adjournment of the Annual General Meeting

§ 1

The Annual General Meeting of the Warsaw Stock Exchange with its registered office in Warsaw, pursuant to Article 408 (2) of the Commercial Companies Code, resolves to adjourn the Meeting until 11 July 2024, 11.00 a.m. and decides that the meeting shall be held after the adjournment at the Company's registered office in Warsaw.

§ 2

This resolution shall enter into force upon its adoption.

- number of shares from which valid votes were cast – 26,356,536, equivalent to 62,80% of the Company's total shares,

- total number of valid votes 41,080,009,

- 34,221,144 votes were cast in favour, 3 votes were cast against and 5,858,862 votes abstained from voting.