General meeting

Ordinary General Meeting of the Warsaw Stock Exchange - 21 June 2021

Webcast of GPW Ordinary General Meeting – 21 June 2021

Current Report No. 16/2021
Subject: Content of resolutions adopted by the Ordinary General Meeting of the Warsaw Stock Exchange on 21 June 2021

Current Report No. 12/2021
Subject: Materials for the Ordinary General Meeting of the Warsaw Stock Exchange

Current Report No. 11/2021
Subject: Announcement on convening an Ordinary General Meeting of the Warsaw Stock Exchange

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. 13/2021
Subject: Amendment of the agenda of the Ordinary General Meeting of the Warsaw Stock Exchange convened for 21 June 2021 and submission of the draft resolution to the agenda

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

  Drafts of the Resolutions for the Ordinary General Meeting of GPW

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

  Resolution of the Exchange Supervisory Board concerning opinion on the drafts of Resolutions of the Annual General Meeting of the Company

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 24 May 2021

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 2020

2) Consolidated annual report of GPW Group for 2020

  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) Documents regarding the accepting the Best Practice for GPW Listed Companies 2021 for application.

6) The documents of the Exchange Supervisory Board:

  a) Assessment by the Exchange Supervisory Board of: Report of the Management Board on the Activity of the Warsaw Stock Exchange Group in 2020 containing the Report of the Management Board on the Activity of the Warsaw Stock Exchange in 2020, Separate Financial Statements of the Warsaw Stock Exchange for the year ended 31 December 2020, Consolidated Financial Statements of the Warsaw Stock Exchange Group for the year ended 31 December 2020

  b) The Exchange Supervisory Board’s assessment of the Exchange Management Board’s motion concerning the distribution of the profit for 2020

  c) The report of the Exchange Supervisory Board for 2020 including:

­- the report on the activity of the Supervisory Board as an authority of the Company in 2020;
­- assessment of the situation of the Company in 2020 including: assessment of the financial standing of the Company, assessment of the internal control system and the risk management system of the Company, assessment of the Company’s compliance with disclosure requirements concerning compliance with the corporate governance principles defined in the Exchange Rules and regulations concerning current and periodic reports published by issuers of securities, assessment of compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority, assessment of the Company’s sponsoring, charity and other similar activities, assessment of the functioning of the Company’s remuneration policy;
­- assessment of the financial standing of the Group.

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 19 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 at the Company’s offices at ul. Książęca 4, 00-498 Warsaw or by means of electronic communication at the Company’s email address 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:

  Consent to stand for election

  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

  Declaration regarding the fulfillment of the criteria independence

  Notice of processing of the personal data of candidates for members of the Supervisory Board of the Warsaw Stock Exchange

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 . 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

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

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

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

  Forms to exercise the voting right via an attoreny-in-fact after extending the agenda

6. SAFETY RESTRICTIONS AT THE ORDINARY GENERAL MEETING OF THE WARSAW STOCK EXCHANGE (“EXCHANGE” OR “COMPANY”) ON 21 JUNE 2021 IMPOSED DUE TO THE SARS-COV-2 EPIDEMIC THREAT

1. Only persons who have no symptoms of coronavirus infection may participate in the Ordinary General Meeting of the Exchange.
2. Persons in quarantine or home isolation may not participate in the Ordinary General Meeting of the Exchange.
3. Only persons keeping their nose and mouth covered (with a disposable or reusable mask) may enter premises managed by the Company.
4. Keep a distance of 1.5 – 2 meters from others and follow instructions of Company employees.
5. To confirm that they understand these regulations and for the purpose of notification of any suspected coronavirus infection during the meeting, all participants of the General Meeting are required to sign the attendance list and provide their contact details.

7. 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, .

II. Data Protection Officer

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

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.