Changes in the manner of managing the Issuer’s enterprise and the Group

Acquisition of shares of the Polish Power Exchange

Under the agreement concerning the acquisition of shares of the Polish Power Exchange (Towarowa Giełda Energii S.A., “PolPX”) made on November 8, 2011 and upon the fulfilment of the conditions set in the agreement, on February 24, 2012, WSE acquired 1,164,750 shares of PolPX representing 80.33% of the share capital of PolPX and giving the right to exercise 80.33% of the total vote at the general meeting of PolPX. Including the shares of PolPX held by WSE before the transaction (2.33% of shares) and following further transactions of acquisition of PolPX shares from minority shareholders, as at the balance-sheet date of December 31, 2012, WSE held PolPX shares representing 100% of the share capital and 100% of the total vote at the general meeting of PolPX. At the same time, WSE controls two subsidiaries of PolPX: the Warsaw Commodity Clearing House (“WCCH”) and InfoGT Sp. z o.o. (PolPX held 100% of the share capital of both these companies throughout 2012). In connection with the reorganization of the PolPX Group, in Q3 2012, it was decided to liquidate the company InfoGT whose business consisted in the provision of IT services to PolPX and WCCH.

As a result of the acquisition of PolPX shares, the main business lines of the WSE Group were changed from the following:

  • listing
  • trading
  • sale of market data

to the following:

  • financial market
  • commodity market

The financial market includes WSE’s core segments from before the launch of services on the commodity market, i.e.: trading in equities, derivatives, debt instruments and other cash market instruments, as well as listing and sale of market data.

The commodity market includes operation of spot and forward trading in electricity and natural gas, operation of trading in property rights and CO2 emission allowances. Trading is organized by PolPX. Furthermore, PolPX operates the Register of Certificates of Origin, which is a system of registration of certificates of origin confirming that electricity was produced in high efficiency cogeneration, from renewable energy sources (RES) or as agricultural biogas, as well as registration of property rights attached to the aforementioned certificates of origin. Moreover, the activities of the WSE Group on the commodity market include clearing of transactions, settlement of exchange commodities and management of the resources of the clearing guarantee system by WCCH.

The PolPX Group is fully consolidated as of March 2012.

The business line commodity market also includes trading in energy, previously operated on the poee WSE Energy Market, as well as the services of commercial operator on the energy market provided by WSEInfoEngine, a member of the WSE Group. According to the WSE Group strategy, which provides among others for concentration of trading in exchange commodities within PolPX, WSE will no longer organize trading in electricity on the poee WSE Energy Market after March 31, 2013.

GPW Change of managing persons of WSE Group companies

PolPX

On July 5, 2012, the Extraordinary General Meeting of the Polish Power Exchange dismissed Grzegorz Onichimowski from the position of the President of the Management Board. The Supervisory Board appointed Ireneusz Łazor, former President of the Management Board of the Warsaw Commodity Clearing House, as the President of the Management Board of the Polish Power Exchange.

From January 1, 2012 to July 5, 2012, the composition of the Management Board of the Polish Power Exchange was as follows:

Grzegorz Onichimowski – President

Jacek Goszczyński – Deputy President

Adam Simonowicz – Deputy President

From July 5, 2012 to December 31, 2012, the composition of the Management Board of the Polish Power Exchange was as follows:

Ireneusz Łazor – President

Adam Simonowicz – Deputy President

WCCH

As at January 1, 2012, the composition of the Management Board of WCCH was as follows:

Ireneusz Łazor – President

Dariusz Bliźniak – Deputy President

On July 5, 2012, Ireneusz Łazor resigned from the position of the President of the Management Board of WCCH. The Supervisory Board at its meeting on July 6, 2012 appointed Dariusz Bliźniak, former Deputy President of the Management Board, as the President of the Management Board of WCCH. From July 6 to November 1, 2012, the Management Board of WCCH consisted of one member.

The Supervisory Board at its meeting on October 29, 2012 appointed Andrzej Kalinowski to the Management Board as a Member of the Management Board effective as of November 1, 2012.

As at December 31, 2012, the composition of the Management Board of WCCH was as follows:

Dariusz Bliźniak – President

Andrzej Kalinowski – Member

BondSpot

From January 1, 2012 to July 5, 2012, the composition of the Management Board of BondSpot was as follows:

Jacek Fotek – President

Teresa Rogalska – Deputy President

On July 5, 2012, the Ordinary General Meeting of Shareholders of the Company appointed Teresa Rogalska (formerly the Deputy President of the Management Board) as the President of the Management Board for the new term of office. On July 5, 2012, the Supervisory Board appointed Robert Kwiatkowski as the Deputy President of the Management Board for the new seventh term of office.

As at December 31, 2012, the composition of the Management Board of BondSpot SA was as follows:

Teresa Rogalska – President

Robert Kwiatkowski – Deputy President

Instytut Rynku Kapitałowego – WSE Research

Jana Chudzik was dismissed from the position of the President of the Management Board of Instytut Rynku Kapitałowego – WSE Research S.A. and Mirosław Szczepański (who is also the President of the Management Board of WSEInfoEngine) was appointed as the President of the Management Board of Instytut Rynku Kapitałowego – WSE Research S.A. as of February 1, 2012.

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