Current reports
2017-05-29 20:20:50
Amendment of the agenda of the Ordinary General Meeting of the Warsaw Stock Exchange convened for 19 June 2017 and submission of the draft resolution to the agenda
Current Report No. 30/2017
Date: 29 May 2017
Subject: Amendment of the agenda of the Ordinary General Meeting of the Warsaw Stock Exchange convened for 19 June 2017 and submission of the draft resolution to the agenda
Legal basis: Article 56.1(2) of the Act on Public Offering – current and periodic information
Content of the report:
The Warsaw Stock Exchange (“GPW”, "Company", “Exchange” ) informs about the change to the agenda of the Ordinary General Meeting of the GPW convened for 19 June 2017 introduced on the formal motion of Company’s shareholder – Minister of Development and Finance acting on behalf of the State Treasury.
The change in the agenda consists of the new points "Adoption of a resolution on changes to the Statute of the Warsaw Stock Exchange" and "Adoption of a resolution on the amendment of Resolution No. 3 of the Extraordinary General Meeting of the Company Warsaw Stock Exchange
dated 30 November 2016 determining the terms of setting the remuneration of Members of the Management Board of the Warsaw Stock Exchange". The State Treasury has justified that the draft amendments to the statute are necessary regarding its adaptation to the new law on statutory auditors, audit firms and public oversight. Adoption of a resolution on the amendment of Resolution No. 3 of the Extraordinary General Meeting of the Company dated 30 November 2016 determining the terms of setting the remuneration of Members of the Management Board of the Warsaw Stock Exchange, intends to clarify the current provision of § 3 sec. 1 of the resolution and adjust the wording of § 3 sec. 4 to the amended provisions of the Act of 9 June 2016 on the principles of shaping the remuneration of managers of some companies.
The new agenda of the Ordinary General Meeting is as follows:
1. Opening of the General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Asserting that the General Meeting has been convened correctly and is capable of adopting resolutions.
4. Adoption of the Agenda.
5. Review of the report of the Exchange Management Board on the activity of the Company’s Group in 2016 including the report of the Exchange Management Board on the activity of the Company in 2016.
6. Review of the financial statements of the Company for 2016 and the consolidated financial statements of the Company’s Group for 2016.
7. Review of the report of the Exchange Supervisory Board on the assessment of:
a) the report of the Exchange Management Board on the activity of the Company’s Group in 2016 including the report of the Exchange Management Board on the activity of the Company in 2016,
b) the financial statements of the Company for 2016 and the consolidated financial statements of the Company’s Group for 2016,
c) the motion of the Exchange Management Board concerning distribution of the Company’s profit for 2016.
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 including assessment of the internal control system and the system of managing risks material to the Company and assessment of the situation of the Company’s Group,
c) the assessment of the Company’s compliance with reporting requirements in 2016 relating to the principles of corporate governance defined in the Exchange Rules and in regulations concerning current and periodic reports published by issuers of securities,
d) the assessment of the policy conducted by the Company in 2016 with regard to sponsorship, charitable and other similar activities,
e) the assessment of the Company’s compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervisory Authority
f) the assessment of the functioning of the remuneration policy in the Company in 2016.
9. Approval of the report of the Exchange Management Board on the activity of the Company and the financial statements for 2016.
10. Adoption of the resolution concerning distribution of the Company’s profit for 2016.
11. Approval of the report of the Exchange Management Board on the activity of the Company’s Group in 2016 and the consolidated financial statements of the Company’s Group for 2016.
12. Vote of discharge of duties to Members of the Exchange Supervisory Board for 2016.
13. Vote of discharge of duties to Members of the Exchange Management Board for 2016.
14. Changes to the composition of the Exchange Supervisory Board due to the expiration of the term of office of the Exchange Supervisory 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 of the Warsaw Stock Exchange.
17. Adoption of a resolution on the amendment of Resolution No. 3 of the Extraordinary General Meeting of the Company Warsaw Stock Exchange dated 30 November 2016 determining the terms of setting the remuneration of Members of the Management Board of the Warsaw Stock Exchange.
18. Closing of the General Meeting.
Simultaneously the Company informs that on 29 May 2017 the Exchange received from the Minister of Development and Finance acting on behalf of the State Treasury, a shareholder representing more than 5% of the GPW’s share capital, draft resolutions related to the point 14 of the agenda of the Warsaw Stock Exchange Ordinary Meeting convened for 19 June 2017 concerning changes to the composition of the Exchange Supervisory Board due to the expiration of the term of office of the Exchange Supervisory Board, including appointment of independent members.
The draft resolutions and justifications are enclosed.
Legal basis: §38.1 (4,5) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent.
Signatures of the Warsaw Stock Exchange Representatives:
Jacek Fotek – Vice President of the Management Board
Dariusz Kułakowski – Member of the Management Board
Draft Resolution concerning adoption of the agenda of the GPW OGM
Draft resolution on amending the Company Statute
Draft resolution on the amendment of the resolution No. 3 of the WSE 11/30/2016
Draft resolution to recall Exchange Supervisory Board members