Resolution No. 18/1328/2013. of the Warsaw Stock Exchange Supervisory Board. dated 22 May 2013

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1 Resolution No. 18/1328/2013 of the Warsaw Stock Exchange Supervisory Board dated 22 May 2013 Pursuant to 18 (2) 14 of the Company s Articles of Association in connection with 395 (2) 3 of the Commercial Companies Code, the Exchange Supervisory Board approves and resolves to present to the Ordinary General Meeting of the Company a report on its activity in 2012 attached in an appendix hereto. Dr hab. Leszek Pawłowicz Chairman of the Exchange Supervisory Board

2 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in 2012 Warsaw, May 2013

3 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in I. TERM OF OFFICE OF THE SUPERVISORY BOARD This term of office of members of the Exchange Supervisory Board began on 27 June The mandates of the current members of the Exchange Supervisory Board expire at the date of the General Meeting which approves the financial statements for the financial year 2013 at the latest. II. COMPOSITION OF THE SUPERVISORY BOARD AND CHANGES TO THE COMPOSITION OF THE SUPERVISORY BOARD DURING THE FINANCIAL YEAR As at 1 January 2012, the Exchange Supervisory Board was comprised of: Leszek Pawłowicz Chairman of the Exchange Supervisory Board, Marek Wierzbowski - Deputy Chairman of the Exchange Supervisory Board, Paweł Graniewski - Member of the Exchange Supervisory Board, Jacek Jaszczołt - Member of the Exchange Supervisory Board, Sławomir Krupa - Member of the Exchange Supervisory Board, Jacek Lewandowski - Member of the Exchange Supervisory Board, Sebastian Skuza Member of and Secretary to the Exchange Supervisory Board. On 27 June 2012, Mr Jacek Jaszczołt resigned as a member of the Exchange Supervisory Board effective as of 27 June The Ordinary General Meeting of the Warsaw Stock Exchange on 27 June 2012 elected Mr Marek Słomski, candidate of the Exchange Members, to the Exchange Supervisory Board. Consequently, as of 27 June 2012, the Exchange Supervisory Board was comprised of: Leszek Pawłowicz Chairman of the Exchange Supervisory Board, Marek Wierzbowski - Deputy Chairman of the Exchange Supervisory Board, Paweł Graniewski - Member of the Exchange Supervisory Board, Sławomir Krupa - Member of the Exchange Supervisory Board, Jacek Lewandowski - Member of the Exchange Supervisory Board, Sebastian Skuza Member of and Secretary to the Exchange Supervisory Board, Marek Słomski - Member of the Exchange Supervisory Board. The composition of the Exchange Supervisory Board did not change as at 31 December On 21 December 2012, the Exchange Supervisory Board passed a resolution delegating Mr Paweł Graniewski, Member of the Exchange Supervisory Board, to temporarily perform the functions of a Member of the Exchange Management Board as of 10 January 2013 for a period not longer than 3 months subject to presentation to the Company on or before 10 January 2013 of a declaration of obtaining the employer s consent for the functions on the Exchange Management Board. On 9 January 2013, Mr Paweł Graniewski presented the relevant declaration to the Company. On 22 February 2012, the Exchange Supervisory Board appointed Mr Paweł Graniewski to the Exchange Management Board. 2

4 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in III. ACTIVITY OF THE SUPERVISORY BOARD The activity of the Exchange Supervisory Board is based, among others, on the Commercial Companies Code, the Company s Articles of Association, the Rules of the Exchange Supervisory Board, and the Best Practice for WSE Listed Companies. The Exchange Supervisory Board took decisions by way of resolutions and opinions presented to the Management Board and the General Meeting. The activity of the Exchange Supervisory Board in 2012 was documented in minutes which also include the content of the resolutions passed by the Exchange Supervisory Board. In 2012, 22 resolutions of the Exchange Supervisory Board were tabled as separate documents; their list is attached hereto. In 2012, the Exchange Supervisory Board held 12 meetings. Meetings were held with high attendance. The attendance list is attached hereto. The Exchange Supervisory Board discussed issues falling within the remit of the Exchange Supervisory Board and the scope of the approved work plan of the Exchange Supervisory Board including additional issues raised according to needs and circumstances by Members of the Exchange Supervisory Board and the Management Board. In 2012, according to the work plan, the work of the Exchange Supervisory Board included among others: approval of the financial plan of the Exchange and monitoring of its execution, assessment of the progress in the implementation of the Exchange s strategic plan, monitoring of progress in the implementation project of the WSE s new trading system (UTP), assessment of the annual financial statements and the report of the Management Board on the activity of the Company in 2011, assessment of the motion of the Management Board concerning distribution of the profit for the financial year 2011, approval of the assessment of the situation of the Company in 2011 and the report of the Exchange Supervisory Board on its activity in 2011, execution of audit tasks and approval of audit plans, approval of the assumptions for the financial plan for In addition to activities under the work plan, the Exchange Supervisory Board in 2012 discussed current issues in the operation of the Exchange and exercised its powers, among others, by approving amendments to the Exchange Rules and the Best Practices for WSE Listed Companies. The Exchange Supervisory Board approved the consolidated text of the Exchange s Articles of Association incorporating amendments to the Company s Articles of Association approved by the WSE s Ordinary General Meeting on 27 June 2012 concerning the structure of the share capital of the Exchange following the conversion of 238,000 preferred registered series A shares to ordinary bearer series B shares. Furthermore, the Exchange Supervisory Board in 2012 analysed the structure of the WSE Group and discussed the operating expenses and the investment plans of the Group and the WSE s policy 3

5 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in of exchange fees. The Exchange Supervisory Board also took steps aiming to establish a dialogue between the Exchange and the community of brokerage houses on issues concerning exchange fees and the duration of trading sessions. In 2012, the Exchange Supervisory Board made changes to the Exchange Management Board (for a detailed description, see point 5 below). Major issues discussed by the Exchange Supervisory Board in 2012: 1. Strategy The Exchange Supervisory Board monitored and assessed the implementation of the Exchange s strategic plan. In January 2012, the Supervisory Board approved an update of the Company s strategy for the years and, in November 2012, modifications to documents describing the growth strategy of the WSE Group in proposed by the Management Board. The Exchange Supervisory Board also discussed the strategy of growth of commodity markets in the context of the acquisition of the Polish Power Exchange by the WSE in February New trading system The Supervisory Board monitored the timetable and the progress of implementation of the new trading system UTP, including co-operation between the Exchange and brokerage houses within the project and the status of preparation of brokerage houses for implementation. 3. Amendments to the Exchange Rules On request of the Exchange Management Board, the Exchange Supervisory Board approved the following amendments to the Exchange Rules: - amendments aiming to mitigate the fx risk to which issuers are exposed in the context of calculating and implementing the values set out in 3.2 of the Exchange Rules; - amendments related to the implementation of the new financial instruments trading system (UTP) and the necessary adjustment of the rules of exchange trading to modifications resulting from the implementation of the system; - amendments to exchange fees charged to issuers of securities on the main market and the parallel market which modified the rates and consolidated the rules of charging fees to issuers of debt financial instruments, set rates of fees charged to issuers of structured instruments, put/call warrants and ETFs, and simplified and harmonised the price lists applicable on both exchange markets; - amendments to exchange fees charged to exchange members (the amendments are pending review of the Polish Financial Supervision Authority). 4. Financial control and internal audit The Exchange Supervisory Board monitored the WSE s financial results and the implementation of 4

6 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in the financial plan by the Company. The Exchange Supervisory Board approved the financial plan for 2012 and approved the assumptions for the plan for The Exchange Supervisory Board appointed KPMG Audyt sp. z o.o. to audit the financial statements of the Warsaw Stock Exchange for the financial year 2012 and to review the abridged interim financial statements of the WSE and the WSE Group for Q1 2013, for H1 2013, and for the three quarters ended 30 September The Exchange Supervisory Board assessed the execution of internal audit tasks. The Exchange Supervisory Board approved the audit plan for 2013 and amended the audit plan for The Exchange Supervisory Board analysed the structures of the WSE Group and discussed the operating expenses and the investment plans of the Group. In view of a potential conflict of interests occurring in activities pursued by WSE employees, the Exchange Supervisory Board appointed an ad-hoc Committee on 17 October 2012 and established co-operation with an external auditor. 5. Changes to the Exchange Management Board At its meeting on 21 December 2012, the Exchange Supervisory Board passed a resolution suspending for compelling reasons Mr Ludwik Sobolewski as President of the Exchange Management Board effective as of 21 December On 21 December 2012, the Exchange Supervisory Board appointed Mr Adam Maciejewski, Member of the Exchange Management Board, as Deputy President of the Exchange Management Board and acting President of the Exchange Management Board. On 21 December 2012, the Exchange Supervisory Board passed a resolution delegating Mr Paweł Graniewski, Member of the Exchange Supervisory Board, to temporarily perform the functions of a Member of the Exchange Management Board as of 10 January 2013 for a period not longer than 3 months. 6. Other areas of work of the Exchange Supervisory Board In exercising its rights and obligations under the Articles of Association and the Rules of the Exchange Supervisory Board, the Exchange Supervisory Board adopted resolutions concerning, among others, approval for Members of the Management Board to sit on the authorities of other companies and approval for the acquisition of shares of the Polish Power Exchange. 7. Committees of the Exchange Supervisory Board In addition to attending meetings, Members of the Exchange Supervisory Board also worked within four Committees appointed by the Exchange Supervisory Board: - Audit Committee, - Regulation and Corporate Governance Committee, - Strategy Committee, - Remuneration and Nomination Committee. 5

7 Report on the activity of the Supervisory Board of the Warsaw Stock Exchange in The composition of the Committees of the Exchange Supervisory Board as at 31 December 2012 was as follows: Audit Committee: Mr Sebastian Skuza - Chairman of the Committee, Mr Jacek Lewandowski - Member of the Committee, Mr Marek Słomski - Member of the Committee. Regulation and Corporate Governance Committee: Mr Marek Wierzbowski - Chairman of the Committee, Mr Paweł Graniewski - Member of the Committee, Mr Marek Słomski - Member of the Committee; Strategy Committee: Mr Paweł Graniewski - Chairman of the Committee, Mr Sławomir Krupa - Member of the Committee, Mr Jacek Lewandowski - Member of the Committee, Mr Leszek Pawłowicz - Member of the Committee; Remuneration and Nomination Committee: Mr Leszek Pawłowicz - Chairman of the Committee, Mr Paweł Graniewski - Member of the Committee, Mr Sebastian Skuza - Member of the Committee; The reports on the activity of the Committees are attached to the Report on the activity of the Exchange Supervisory Board. In 2012, the Exchange Supervisory Board was not obligated to implement any measures resulting from resolutions of the General Meeting Dr hab. Leszek Pawłowicz Chairman of the Exchange Supervisory Board 6

8 Warsaw, 22 May 2013 Report on the activity of the Audit Committee of the Exchange Supervisory Board in 2012 In 2012, the Audit Committee was comprised of the following members of the Exchange Supervisory Board: 1. Sebastian Skuza - Chairman of the Committee, 2. Jacek Jaszczołt - Member of the Committee until , 3. Jacek Lewandowski - Member of the Committee, 4. Marek Słomski - Member of the Committee as of Changes in the composition of the Audit Committee resulted from the resignation of Mr Jacek Jaszczołt from the function of a Member of the Exchange Supervisory Board, decisions of the Ordinary General Meeting of the WSE on concerning changes to the Exchange Supervisory Board and decisions of the Exchange Supervisory Board at the meeting on appointing an additional member of the Audit Committee. As at 31 December 2012, the Audit Committee was comprised of the following members of the Exchange Supervisory Board: 1. Sebastian Skuza Chairman of the Committee, 2. Jacek Lewandowski - Member of the Committee, 3. Marek Słomski - Member of the Committee. The Committee worked at meetings convened by the Chairman of the Committee, by direct remote communication means, and through on-going exchange of opinions and views. Other members of the Exchange Supervisory Board also participated in the work of the Committee. In 2012, the Audit Committee at its meetings raised among others the following issues: analysis of the assumptions for the financial plan for 2012 and the draft financial plan for 2012; opinion on the financial plan for 2012; drafting the rules of the Audit Committee and defining the timetable of work of the Committee; opinions on the audit plans for ; opinion on the motion of the Management Board concerning distribution of the Company s profit for 2011; assessment of compliance of the WSE financial statements for 2011, the report of the Management Board on the activity of the WSE in 2011, and the consolidated financial statements of the WSE for 2011; opinion on the acquisition of shares of the Polish Power Exchange; assessment of the performance of internal audit tasks; assessment of the performance of the audit plan in 2011; 1

9 monitoring and assessment of reports of the Management Board on the implementation of the financial plan and reports on the management of the WSE s current assets including the structure of investment of free cash; discussion of the implementation of the financial plan in 2011; approval of the report on the activity of the Audit Committee in 2011; approval of the report on the activity of the Exchange Supervisory Board in 2011; assessment of the situation of the WSE in 2011 presented by the Exchange Supervisory Board to the Ordinary General Meeting on 27 June 2012; appointment of the auditor to audit the financial statements of the Company for the financial year 2012 and to review the abridged interim financial statements of the WSE and the WSE Group for the financial year 2013; analysis of the operating expenses of the Company and the investment plans of the WSE Group. Dr Sebastian Skuza Chairman of the Committee 2

10 Warsaw, 22 May 2013 Report on the activity of the Regulation and Corporate Governance Committee of the Exchange Supervisory Board in 2012 In 2012, the Regulation and Corporate Governance Committee was comprised of: 1. Marek Wierzbowski - Chairman of the Committee, 2. Paweł Graniewski - Member of the Committee, 3. Jacek Jaszczołt - Member of the Committee until , 4. Marek Słomski - Member of the Committee as of Changes in the composition of the Regulation and Corporate Governance Committee resulted from the resignation of Mr Jacek Jaszczołt from the function of a Member of the Exchange Supervisory Board, decisions of the Ordinary General Meeting of the WSE on concerning changes to the Exchange Supervisory Board and decisions of the Exchange Supervisory Board at the meeting on appointing an additional member of the Regulation and Corporate Governance Committee. As at 31 December 2012, the Regulation and Corporate Governance Committee was comprised of the following members of the Exchange Supervisory Board: 1. Marek Wierzbowski - Chairman of the Committee, 2. Paweł Graniewski - Member of the Committee, 3. Marek Słomski - Member of the Committee. The Committee worked at meetings convened by the Chairman of the Committee, by direct remote communication means, and through on-going exchange of opinions and views. Other members of the Exchange Supervisory Board also participated occasionally in the work of the Committee. In 2012, the Regulation and Corporate Governance Committee of the Exchange Supervisory Board acting within its scope of authority took actions concerning among others: opinions on amendments to the Exchange Rules: - amendments aiming to mitigate the fx risk to which issuers are exposed in the context of calculating and implementing the values set out in 3.2 of the Exchange Rules (Resolution No. 6/1294/2012 of the Exchange Supervisory Board dated 15 February 2012); - amendments related to the implementation of the new financial instruments trading system (UTP) and the necessary adjustment of the rules of exchange trading to modifications resulting from the implementation of UTP (Resolution No. 12/1300/2012 of the Exchange Supervisory Board dated 6 June 2012 and Resolution No. 15/1303/2012 of the Exchange Supervisory Board dated 19 September 2012); - amendments to exchange fees charged to issuers of securities on the main market and the parallel market (Resolution No. 13/1301/2012 of the Exchange Supervisory Board dated 15 June 2012); 1

11 - amendments to exchange fees charged to exchange members (Resolution No. 18/1306/2012 of the Exchange Supervisory Board dated 21 November 2012) the amendments are pending review of the Polish Financial Supervision Authority; opinions on amendments to the Best Practice for WSE Listed Companies (Resolution No. 19/1307/2012 dated 21 November 2012); adoption of the report on the activity of the Regulation and Corporate Governance Committee in 2011; opinions on draft resolutions to be adopted by the Ordinary General Meeting on Prof. ord. Dr hab. Marek Wierzbowski Chairman of the Committee 2

12 Warsaw, 22 May 2013 Report on the activity of the Strategy Committee in 2012 In 2012, the Strategy Committee of the Exchange Supervisory Board was comprised of: 1. Paweł Graniewski - Chairman of the Committee, 2. Jacek Jaszczołt - Member of the Committee until , 3. Sławomir Krupa - Member of the Committee, 4. Jacek Lewandowski - Member of the Committee, 5. Leszek Pawłowicz - Member of the Committee. Changes in the composition of the Strategy Committee resulted from the resignation of Mr Jacek Jaszczołt from the function of a Member of the Exchange Supervisory Board and decisions of the Ordinary General Meeting on concerning changes to the Exchange Supervisory Board. As at 31 December 2012, the Strategy Committee was comprised of the following members of the Exchange Supervisory Board: 1. Paweł Graniewski - Chairman of the Committee, 2. Sławomir Krupa - Member of the Committee, 3. Jacek Lewandowski - Member of the Committee, 4. Leszek Pawłowicz - Member of the Committee. The Strategy Committee of the Exchange Supervisory Board worked at meetings convened by the Chairman of the Committee, by direct remote communication means, and through on-going exchange of opinions and views. Other members of the Exchange Supervisory Board also participated in the work of the Committee. In 2012, working within the scope of its authority, the Strategy Committee raised issues concerning: assessment of progress in the implementation of the WSE s strategic plan; assessment of the WSE Group s growth strategy for the years and update of the strategy for ; analysis of the commodity markets growth strategy; opinion on the acquisition of shares of the Polish Power Exchange; assessment of documents and the situation of the Company, including the report on the activity of the Strategy Committee in 2011 and the report on the activity of the Exchange Supervisory Board to be tabled to the Ordinary General Meeting of the Warsaw Stock Exchange on 27 June 2012; assessment of the performance of bonus indicators of the Exchange Management Board and definition of assumptions for the targets for 2012 in the incentive system for the Exchange Management Board Members; policy of exchange fees. Dr hab. Leszek Pawłowicz Chairman of the Exchange Supervisory Board

13 Warsaw, 22 May 2013 Report on the activity of the Remuneration and Nomination Committee of the Exchange Supervisory Board in 2012 In 2012, the Remuneration and Nomination Committee of the Exchange Supervisory Board was comprised of: 1. Leszek Pawłowicz - Chairman of the Committee, 2. Paweł Graniewski - Member of the Committee, 3. Sebastian Skuza - Member of the Committee. The Committee worked at meetings convened by the Chairman of the Committee, by direct remote communication means, and through on-going exchange of opinions and views. Other members of the Exchange Supervisory Board also participated in the work of the Committee. The Remuneration and Nomination Committee acting within its scope of authority took actions concerning: analysis of the remuneration policy and the employment system at the WSE; assessment of the performance of bonus indicators of the Exchange Management Board and definition of assumptions for the targets for 2012 in the incentive system for the Exchange Management Board Members; proposed modifications to the incentive system for the Exchange Management Board Members; approval of the report on the activity of the Committee in 2011; opinions on changes to organisation of the Exchange Management Board. Dr hab. Leszek Pawłowicz Chairman of the Committee

14 List of resolutions passed by the Supervisory Board of the Warsaw Stock Exchange in 2012 Resolution No. Date Subject 1/1289/ February 2012 Approval for Mr Adam Maciejewski Member of the Exchange Management Board to perform the function of a Member of the Supervisory Board of the company QUADRILION Art Capital Group S.A. 2/1290/ February 2012 Approval for Mr Ludwik Sobolewski President Member of the Exchange Management Board to perform the function of a Member of the Supervisory Board of the company Towarowa Giełda Energii S.A. 3/1291/ February 2012 Approval for Mr Adam Maciejewski Member of the Exchange Management Board to perform the function of a Member of the Supervisory Board of the company Towarowa Giełda Energii S.A. 4/1292/ February 2012 Approval for Ms Beata Jarosz Member of the Exchange Management Board to perform the function of a Member of the Supervisory Board of the company Izba Rozliczeniowa Giełd Towarowych S.A. 5/1293/ February 2012 Approval for Mr Adam Maciejewski Member of the Exchange Management Board to perform the function of a Member of the Supervisory Board of the company Izba Rozliczeniowa Giełd Towarowych S.A. 6/1294/ February 2012 Amendment of the Exchange Rules. 7/1295/ April 2012 (i) Assessment of the financial statements and the report of the Exchange Management Board on the activity of the Company in 2011, the consolidated financial statements for 2011, (ii) Approval of the report of the Exchange Management Board on the activity of the Company in 2011 and a motion to the Ordinary General Meeting to grant all members of the Management Board in office in 2011 a vote of discharge of their duties. 8/1296/ May 2012 Approval and presentation to the Ordinary General 1

15 List of resolutions passed by the Supervisory Board of the Warsaw Stock Exchange in 2012 Meeting of the Company of the report on the activity of the Supervisory Board in /1297/ May 2012 Approval and presentation to the Ordinary General Meeting of the Company of the assessment of the situation of the Warsaw Stock Exchange for the financial year /1298/ May 2012 Assessment of the motion of the Exchange Management Board concerning distribution of the Company s profit for the financial year /1299/ May 2012 Opinion on the draft resolutions to be adopted by the next Ordinary General Meeting presented by the Exchange Management Board. 12/1300/ June 2012 Amendment of the Exchange Rules. 13/1301/ June 2012 Amendment of the Exchange Rules. 14/1302/ June 2012 Approval for the acquisition of Towarowa Giełdy Energii S.A. 15/1303/ September 2012 Amendment of the Exchange Rules. 16/1304/ October 2012 Appointment of the auditor to audit the financial statements and to review the abridged interim financial statements of the Warsaw Stock Exchange and the Warsaw Stock Exchange Group. 17/1305/ October 2012 Approval of the consolidated text of the Company s Articles of Association. 2

16 List of resolutions passed by the Supervisory Board of the Warsaw Stock Exchange in /1306/ November 2012 Amendment of the Exchange Rules. 19/1307/ November 2012 Approval of the Best Practice for WSE Listed Companies. 20/1308/ December 2012 Suspension for compelling reasons of Mr Ludwik Sobolewski in the functions of President of the Exchange Management Board and relieving him of his duties of employment. 21/1309/ December 2012 Appointment of Mr Adam Maciejewski as Deputy President of the Exchange Management Board and acting President of the Exchange Management Board. 22/1310/ December 2012 Delegating Mr Paweł Graniewski, Member of the Exchange Supervisory Board, to temporarily perform functions of a member of the Exchange Management Board and setting his remuneration. 3

17 Attendance list of members of the Exchange Supervisory Board at meetings of the Supervisory Board in 2012 Exchange Supervisory Board meeting date 11 January February March April May June July September October November December 2012 Notes 5 members of the Supervisory Board present 6 members of the Supervisory Board present Name(s) of absent member(s) of the Exchange Supervisory Board Paweł Graniewski, Marek Wierzbowski Marek Wierzbowski 21 December 2012