Pre-Annual General Meeting Information • May 31, 2021
Pre-Annual General Meeting Information
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DEPUTY PRIME MINISTER MINISTER FOR STATE ASSETS JACEK SASIN
Warsaw, 31 May 2021
IK: 601723
To: Management Board Warsaw Stock Exchange
Acting on behalf of the State Treasury, a shareholder of the Warsaw Stock Exchange, pursuant to Article 401(1) of the Commercial Companies Code, I request the addition of the following item to the agenda of the Annual General Meeting of the Warsaw Stock Exchange convened for 21 June 2021:
"Changes to the composition of the Exchange Supervisory Board"
The addition of an item concerning changes to the Exchange Supervisory Board to the agenda of the Annual General Meeting of the Warsaw Stock Exchange derives from the powers of the Annual Meeting to elect and dismiss members of the Exchange Supervisory Board and aims to strengthen owners' supervision.
Respectfully yours, Jacek Sasin Deputy Prime Minister signed electronically 601723.1791860.1487392
Enclosures: Draft resolutions with justification
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) of the Company's Articles of Association, the General Meeting of the Company resolves as follows:
§ 1
Ms/Mr .......................... is dismissed from the Exchange Supervisory Board.
§ 2
This Resolution shall come into force upon its adoption.
Pursuant to Article 385 § 1 of the Code of Commercial Companies, the Supervisory Board shall be comprised of at least three members and, in public companies, at least five members, elected and dismissed by the general meeting.
Pursuant to § 13 (1) sentence 1 of the Company's Articles of Association, the Exchange Supervisory Board shall be comprised of 5 to 7 members elected and dismissed by the General Meeting.
In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.
Warsaw Stock Exchange ("Company")
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 (1) 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
Ms/Mr .......................... is appointed to the Exchange Supervisory Board.
§ 2
This Resolution shall come into force upon its adoption.
Pursuant to Article 385 § 1 of the Code of Commercial Companies, the Supervisory Board shall be comprised of at least three members and, in public companies, at least five members, elected and dismissed by the general meeting.
Pursuant to § 13 (1) of the Company's Articles of Association, the Exchange Supervisory Board shall be comprised of 5 to 7 members elected and dismissed by the General Meeting. In the case of voting by groups according to Article 385 § 3 of the Code of Commercial Companies, the Exchange Supervisory Board shall be comprised of 7 members. The common term of office of members of the Exchange Supervisory Board shall be three years.
In connection with the fulfilment of the conditions concerning the number of candidates appointed to the Exchange Supervisory Board in accordance with Article 13 (3) and (4) of the Company's Articles of Association, a candidate may only be appointed on the generally applicable terms.
In connection with the foregoing, this draft Resolution is tabled to the Annual General Meeting.
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