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 is he 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 WSE website (www.gpw.pl) under Regulations, Legal Acts (http://www.gpw.pl/legal_acts).

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 WSE 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 WSE website under Investor Relations, Company, General Meeting of Shareholders (http://www.gpw.pl/walne_zgromadzenie_en).

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 in the order of requests.

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 MEETINGS IN 2014

WSE held two General Meetings in 2014:

  • The Ordinary General Meeting of WSE summoned on 26 June 2014 whose agenda included among others review and approval of the report of the Management Board on the activity of the Company and the WSE Group and the financial statements for 2013, adoption of the resolution concerning distribution of the Company’s profit for 2013, vote of discharge of duties to Members of the Exchange Management Board and the Exchange Supervisory Board for 2013, election of members of the Exchange Supervisory Board for a new term of office, and election of the President of the Exchange Management Board for a new term of office. Following amendment of the agenda and election of Paweł Tamborski as President of the Exchange Management Board, the General Meeting was adjourned until 15 July 2014 and then (by Resolution of the Ordinary General Meeting of 15 July 2014) until 25 July 2014, when the General Meeting was continued and completed. The resolutions of the Ordinary General Meeting were published in Current Reports No. 9/2014 of 26 June 2014, 12/2014 of 15 July 2014 and 19/2014 of 26 June 2014, and are available on the Company’s website under Investor Relations, Reports, Current Reports (http://www.gpw.pl/raporty_biezace_en).
  • The Extraordinary General Meeting of WSE summoned on 25 August 2014 whose agenda included election of a member of the Exchange Supervisory Board from among candidates nominated by minority shareholders.[1] The resolutions of the Extraordinary General Meeting were published in Current Report No. 23/2014 of 25 August 2014 and are available on the Company’s website under Investor Relations, Reports, Current Reports (http://www.gpw.pl/raporty_biezace_en).

[1] Minority shareholder – shareholder(s) representing less than 10% of the Company’s share capital.