General Meeting

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MAIN POWERS OF THE GENERAL MEETING

The powers of the General Meeting include decisions on the organisation and operation of the Company subject to the Code of Commercial Companies and Partnerships and the Articles of Association.

PROCEDURES OF THE GENERAL MEETING

The General Meeting makes decisions on the organisation and operation of the Company, appoints Members of the Exchange Supervisory Board and the President of the Exchange Management Board.

The General Meeting is the supreme authority of the Exchange. The General Meeting is summoned and operates under the Code of Commercial Companies and Partnerships, the Company’s Articles of Association (in particular § 8 - § 12) and the General Meeting Rules. The Articles of Association and the General Meeting Rules are available on the GPW website under the Regulations tab.

The General Meeting may be held as:

  • an ordinary general meeting summoned once per year within 6 months after the end of each financial year, i.e., no later than the end of June;
  • an extraordinary general meeting summoned in the events laid down in the generally applicable regulations and in the Articles of Association.

A General Meeting is summoned by posting an announcement on the GPW website and in the procedure required for the publication of current reports by public companies. An announcement and the materials presented to the shareholders are available from the day that the General Meeting is summoned on the GPW website under the Investor Relations tab.

The General Meeting resolutions are passed in an open ballot, subject to other regulations, by an absolute majority of votes, save for resolutions which require a qualified majority in accordance with the Code of Commercial Companies and Partnerships or the Articles of Association. Secret ballot is ordered for elections and motions for revoking members of the Company’s authorities or the Company’s liquidators, or for holding them liable, and for other personal issues. Additionally, a secret ballot must be ordered if requested by at least one shareholder present in person or by proxy at the General Meeting.

It is possible to participate in the General Meeting by means of electronic communications if the announcement about the General Meeting contains information that such type of participation in the Meeting is admissible. Such participation includes: real-time broadcast of the General Meeting, two-way communication in real time where shareholders may speak during the General Meeting from a location other than the

General Meeting, and exercising the voting right during the General Meeting in person by the shareholder or through a proxy.

SHAREHOLDER RIGHTS

The rights of shareholders and the procedure of exercising the rights at the General Meeting are laid down in the Code of Commercial Companies and Partnerships, the Articles of Association and the General Meeting Rules.

A shareholder or shareholders representing at least 30% of the share capital or at least 30% of total votes of the Company may summon a General Meeting. In addition, a shareholder or shareholders representing at least 1/20 of the share capital may request that items be put on the agenda of the next General Meeting under generally applicable regulations.

Only persons who are shareholders of the Company sixteen days before the date of the General Meeting (record date) are eligible to participate in the General Meeting. Shareholders may participate and exercise their rights at the General Meeting in person or through a proxy. Each shareholder may speak on matters put on the agenda.

A detailed description of the procedures of participation in the General Meeting and exercising the voting rights is presented at each time in the announcement of the General Meeting.

GENERAL MEETING IN 2016

The Ordinary General Meeting of GPW was summoned on 22 June 2016 and adjourned until 21 July 2016. Its agenda included among others review and approval of the report of the Management Board on the activity of the Company and the GPW Group and the financial statements for 2015, adoption of the resolution concerning distribution of the Company’s profit for 2015, vote of discharge of duties to Members of the Exchange Supervisory Board and the Exchange Management Board, approval of the Corporate Governance Rules for Supervised Institutions issued by the Polish Financial Supervision Authority, approval of amendments of the Company’s Articles of Association, changes in the composition of the Exchange Supervisory Board. The resolutions of the Ordinary General Meeting were published in Current Report No. 27/2016 of 23 June 2016 and Current Report No. 30/2016 of 21 July 2016; both documents are available on the Company’s website under the Investor Relations tab.

The Extraordinary General Meeting of GPW was summoned on 12 January 2016 with an agenda including changes of the President of the Company and Members of the Exchange Supervisory Board. Another Extraordinary General Meeting was summoned on 30 November 2016 to change the composition of the Exchange Supervisory Board and to amend the rules of remuneration of Members of the Management Board and Members of the Exchange Supervisory Board. The resolutions of the Extraordinary General Meetings were published in Current Report No. 4/2016 and Current Report No. 41/2016.

GENERAL MEETING IN 2017

The Extraordinary General Meeting of GPW was summoned on 4 January 2017 with an agenda including changes in the composition of the Exchange Management Board and changes in the composition of the Exchange Supervisory Board. The resolutions of the Extraordinary General Meeting were published in Current Report No. 5/2017 of 4 January 2017 and are available on the Company’s website under the Investor Relations tab.