General meeting

Ordinary General Meeting of the Warsaw Stock Exchange - 26 June 2023

Webcast of GPW Ordinary General Meeting – 26 June 2023

Current Report No. 8/2023
Subject: Announcement on convening an Ordinary General Meeting of the Warsaw Stock Exchange

The Warsaw Stock Exchange (“GPW”) announces that on 19 June 2023, it received from Mr Piotr Rybicki, a shareholder of GPW, a shareholder holding 100 shares entitling to 100 votes - notification of his candidacy for a member of the Exchange Supervisory Board.

• CV of Mr. Piotr Rybicki
• Consent to stand for election
• Declaration regarding the fulfillment of the criteria independence

The Warsaw Stock Exchange (“GPW”) announces that on 19 June 2023, it has received from PKO BP BANKOWY Powszechne Towarzystwo Emerytalne S.A., a shareholder of the WSE, a shareholder holding 792 689 shares entitling to 792 689 votes - application, of Mrs. Eva Sudol as a candidate for a member of the Exchange Supervisory Board.

• Application as a candidate for a member of the Exchange Supervisory Board 
• CV of Mrs. Eva Sudol
• Consent to stand for election
• Declaration regarding the fulfillment of the criteria independence

1. ANNOUNCEMENT ON CONVENING AN ORDINARY GENERAL MEETING OF THE WARSAW STOCK EXCHANGE

Announcement on convening an Ordinary General Meeting of the Warsaw Stock Exchange (“Giełda Papierów Wartościowych w Warszawie S.A.”) 

Current Report No. 11/2023
Subject: Amendment of the agenda of the Ordinary General Meeting of the Warsaw Stock Exchange convened for 26 June 2023  

2. DRAFTS OF THE RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF GPW (Giełda Papierów Wartościowych w Warszawie S.A.)

Drafts of the Resolutions of the Ordinary General Meeting of GPW  

Drafts of the Resolutions after extending the agenda of the Ordinary General Meeting of GPW 

3. INFORMATION ON THE TOTAL NUMBER OF SHARES

Information on the total number of shares in the Warsaw Stock Exchange and the number of votes attached to those shares on the day of announcement of convening the Ordinary General Shareholders Meeting of the Company, i.e. on 29 May 2023

4. DOCUMENTS TO BE PRESENTED TO THE ORDINARY GENERAL MEETING OF THE WARSAW STOCK EXCHANGE (Giełda Papierów Wartościowych w Warszawie S.A.):

1. Separate annual report 2022 

2. Consolidated annual report of GPW Group for 2022

3. The Management Board report on representation expenses and expenses for legal services, marketing services, public relations and social communication services, and management advisory services. 

4. Report on remuneration of members of the Management Board and the Supervisory Board of the Warsaw Stock Exchange. 

5. The documents of the Exchange Supervisory Board:

1. Assessment by the Exchange Supervisory Board of: Report of the Management Board on the Activity of the Warsaw Stock Exchange Group in 2022 containing the Report of the Management Board on the Activity of the Warsaw Stock Exchange in 2022, Separate Financial Statements of the Warsaw Stock Exchange for the year ended 31 December 2022, Consolidated Financial Statements of the Warsaw Stock Exchange Group for the year ended 31 December 2022

2. The Exchange Supervisory Board’s assessment of the Exchange Management Board’s motion concerning the distribution of the profit for 2022

3. The report of the Exchange Supervisory Board for 2022
    

4A. Information on the nominating candidates for Exchange Supervisory Board members

In connection with the change in the agenda of the OGM consisting in the addition of a new item 18 concerning changes on the Exchange Supervisory Board, the Company announces that the procedure of appointing and dismissing members of the Exchange Supervisory Board is laid down in the Company’s Articles of Association and the Rules of the General Meeting whose currently applicable text is available on the Company’s website at https://www.gpw.pl/regulations.

In view of the required assessment by the General Meeting of the fulfilment by candidates for members of the Exchange Supervisory Board of the criteria defined in the Act on Trading in Financial  Instruments and its implementing regulations, candidates should be proposed in writing in due time before the General Meeting (referred to in § 13 of the Articles of Association of the Warsaw Stock Exchange or pt. 4.9 of “Best Practice for GPW listed companies 2021”) at the Company’s offices at ul. Książęca 4, 00-498 Warsaw or by means of electronic communication at the Company’s email address walne.zgromadzenie@gpw.pl in a message with the following subject: “Proposed candidate for a member of the Exchange Supervisory Board”.

Each proposal should specify the number of votes represented by the shareholder(s) proposing the candidate. Furthermore, the Company should receive a certificate of the right to participate in the General Meeting or a depository certificate in the original counterpart or in a PDF file sent to the address mentioned above.

Proposals of candidates for members of the Exchange Supervisory Board should be sent with the following enclosures:

1. the candidate’s CV;
2. the candidate’s written declaration of consent to stand for election as a member of the Exchange Supervisory Board;
3. a declaration of fulfilment of requirements for members of the Exchange Supervisory Board under i.a. the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations;
4. a declaration of (non-)fulfilment of the independence criteria within the meaning of the Exchange’s Articles of Association;
5. the candidate’s contact details (phone number, email address);
6. the candidate’s declaration of having read the information notice concerning the processing of the personal data of candidates for members of the Supervisory Board of the Warsaw Stock Exchange.

Declaration templates:

1. Consent to stand for election
2. Declaration for the candidate for a member of the Exchange Supervisory Board regarding the  fulfillment of the criteria set out in the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations and notice of processing of the personal data of candidates for members of the Exchange Supervisory Board
3. Declaration regarding the fulfillment of the criteria independence

The Company will make available information concerning candidates proposed for members of the Exchange Supervisory Board and the candidates’ CVs immediately upon receipt on its website at https://www.gpw.pl/general-meeting.

The Company will make available all other documents, including without limitation the declaration of fulfilment of requirements for members of the Exchange Supervisory Board under i.a. the Act of 29 July 2005 on Trading in Financial Instruments and its implementing regulations, at the request of shareholders. Such requests should be signed by the shareholder’s duly authorised representatives and provided to the Company in the original counterpart or as a PDF file at walne.zgromadzenie@gpw.pl. When requesting documents, shareholders are required to assert their identity and status as Company shareholder by providing the Company with a certificate of the right to participate in the General Meeting or a depository certificate in the original counterpart or in a PDF file sent to the address mentioned above.

The Company may take appropriate action to identify the shareholder to verify the rights to nominate a candidate to the Exchange Supervisory Board.

5. FORMS

1) Notification of a power of attorney granted electronically by a natural person

2) Notification of a power of attorney granted electronically on behalf of a legal person

3) Forms to exercise the voting right via an attoreny-in-fact

4) Forms to exercise the voting right via an attorney-in-fact after extending the agenda

6. NOTICE ON PROCESSING OF PERSONAL DATA OF GPW SHAREHOLDERS AND THEIR PROXIES

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, hereafter "the Regulation" we inform you that:

I. Personal data Controller

The personal data controller of shareholders and their proxies is the Warsaw Stock Exchange (GPW), ul. Książęca 4, 00-498 Warsaw, Poland, phone +48 22 628 32 32, gpw@gpw.pl.

II. Data Protection Officer

The data controller has designated Data Protection Officer, who may be contacted via email: iodgkgpw@gpw.pl.

III. Purposes and legal basis of the processing

Data of shareholders and their proxies will be processed for the purposes of organising the General Meeting and enabling eligible persons to exercise the right to vote and other rights attached to the status of GPW shareholder at the General Meeting, including the preparation of a list of persons eligible to participate in the General Meeting and compliance with legal requirements applicable to GPW as a public company.

The processing is necessary for the purposes of a legal obligation to which the data controller is subject under the Commercial Companies Code and the Act on Public Offering, the Conditions of Introducing Financial Instruments to an Organised Trading System, and Public Companies – Article 6(1)(c) GDPR.

IV. Categories of personal data

GPW processes the following categories of data of GPW shareholders and their proxies: identification data, in particular included in the form of a proxy, address data, contact data.

V. Data recipients

Data of shareholders may be disclosed to other shareholders under Article 407(1) and (1)(1) of the Commercial Companies Code.

Data of shareholders and their proxies may be disclosed to a personal data processor engaged by GPW to process voting at the General Meeting.

Data of shareholders and their proxies may be disclosed by GPW to authorities and bodies authorised to request access to personal data under generally applicable regulations.

Data recipients may include entities using the real-time broadcast of the General Meeting or recordings of the General Meeting published on the GPW website.

VI. Data retention period

Data will be processed for a period necessary to achieve the purpose for which such data are collected in accordance with the requirements of applicable laws and regulations including the Commercial Companies Code. If a resolution of a General Meeting is challenged in court, data will be stored until the court proceedings are closed with a final judgment.

VII. Rights of data subjects

Shareholders and their proxies have the right to access their personal data, the right to rectification, erasure, restriction of processing, the right to object to processing, the right to transfer data, the right to lodge a complaint concerning data processing with the President of the Personal Data Protection Office.

VIII. Data source

Personal data may be provided by:

• the system of Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland), where a GPW shareholder is the data subject;
• the principal, in the case of a proxy, where a GPW shareholder’s proxy is the data subject.

IX. Data provision requirement

Provision of data is necessary to participate in the GPW General Meeting and exercise the voting rights attached to shares in accordance with the legal regulations referred to above.