Pre-Annual General Meeting Information • May 29, 2017
Pre-Annual General Meeting Information
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Current Report No. 30/2017Date: 29 May 2017Subject:Amendment of the agenda of the Ordinary General Meeting of the WarsawStock Exchange convened for 19 June 2017 and submission of the draftresolution to the agendaLegal basis: Article 56.1(2) of the Acton Public Offering - current and periodic informationContentof the report:The Warsaw Stock Exchange ("GPW", "Company","Exchange" ) informs about the change to the agenda of the OrdinaryGeneral Meeting of the GPW convened for 19 June 2017 introduced on theformal motion of Company's shareholder - Minister of Development andFinance acting on behalf of the State Treasury.The change in theagenda consists of the new points "Adoption of a resolution on changesto the Statute of the Warsaw Stock Exchange" and "Adoption of aresolution on the amendment of Resolution No. 3 of the ExtraordinaryGeneral Meeting of the Company Warsaw Stock Exchange dated 30 November2016 determining the terms of setting the remuneration of Members of theManagement Board of the Warsaw Stock Exchange". The State Treasury hasjustified that the draft amendments to the statute are necessaryregarding its adaptation to the new law on statutory auditors, auditfirms and public oversight. Adoption of a resolution on the amendment ofResolution No. 3 of the Extraordinary General Meeting of the Companydated 30 November 2016 determining the terms of setting the remunerationof Members of the Management Board of the Warsaw Stock Exchange, intendsto clarify the current provision of § 3 sec. 1 of the resolution andadjust the wording of § 3 sec. 4 to the amended provisions of the Act of9 June 2016 on the principles of shaping the remuneration of managers ofsome companies.The new agenda of the Ordinary General Meeting isas follows:1. Opening of the General Meeting.2.Appointment of the Chairperson of the General Meeting.3. Assertingthat the General Meeting has been convened correctly and is capable ofadopting resolutions.4. Adoption of the Agenda.5. Review of thereport of the Exchange Management Board on the activity of the Company'sGroup in 2016 including the report of the Exchange Management Board onthe activity of the Company in 2016.6. Review of the financialstatements of the Company for 2016 and the consolidated financialstatements of the Company's Group for 2016.7. Review of thereport of the Exchange Supervisory Board on the assessment of:a) thereport of the Exchange Management Board on the activity of the Company'sGroup in 2016 including the report of the Exchange Management Board onthe activity of the Company in 2016,b) the financial statements ofthe Company for 2016 and the consolidated financial statements of theCompany's Group for 2016,c) the motion of the ExchangeManagement Board concerning distribution of the Company's profit for2016.8. Review of the documents of the Exchange Supervisory Board:a)the report on the activity of the Exchange Supervisory Board in 2016,b)the assessment of the situation of the Company for 2016 includingassessment of the internal control system and the system of managingrisks material to the Company and assessment of the situation of theCompany's Group,c) the assessment of the Company's compliancewith reporting requirements in 2016 relating to the principles ofcorporate governance defined in the Exchange Rules and in regulationsconcerning current and periodic reports published by issuers ofsecurities,d) the assessment of the policy conducted by the Companyin 2016 with regard to sponsorship, charitable and other similaractivities,e) the assessment of the Company's compliance with thePrinciples of Corporate Governance for Supervised Institutions issued bythe Polish Financial Supervisory Authorityf) the assessment of thefunctioning of the remuneration policy in the Company in 2016.9.Approval of the report of the Exchange Management Board on the activityof the Company and the financial statements for 2016.10. Adoption ofthe resolution concerning distribution of the Company's profit for 2016.11.Approval of the report of the Exchange Management Board on the activityof the Company's Group in 2016 and the consolidated financial statementsof the Company's Group for 2016.12. Vote of discharge ofduties to Members of the Exchange Supervisory Board for 2016.13.Vote of discharge of duties to Members of the Exchange Management Boardfor 2016.14. Changes to the composition of the Exchange SupervisoryBoard due to the expiration of the term of office of the ExchangeSupervisory Board, including appointment of independent members.15.Election of the President of the Exchange Management Board.16.Adoption of a resolution on amendments to the Articles of Association ofthe Warsaw Stock Exchange17. Adoption of a resolution on theamendment of Resolution No. 3 of the Extraordinary General Meeting ofthe Company Warsaw Stock Exchange dated 30 November 2016 determining theterms of setting the remuneration of Members of the Management Board ofthe Warsaw Stock Exchange18. Closing of the General Meeting.Simultaneouslythe Company informs that on 29 May 2017 the Exchange received from theMinister of Development and Finance acting on behalf of the StateTreasury, a shareholder representing more than 5% of the GPW's sharecapital, draft resolutions related to the point 14 of the agenda of theWarsaw Stock Exchange Ordinary Meeting convened for 19 June 2017concerning changes to the composition of the Exchange Supervisory Boarddue to the expiration of the term of office of the Exchange SupervisoryBoard, including appointment of independent members.The draftresolutions and justifications are enclosed.Legal basis: §38.1 (4,5) of the Regulation of the Minister of Finance of 19 February 2009 oncurrent and periodic information provided by issuers of securities andon conditions under which information required by legal regulations of athird country may be recognized as equivalent.
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