Controlling rights and restriction of rights from shares

WSE did not issue any securities that would confer any special controlling rights to any of its shareholders.

However, it should be stated that the Company’s shareholder, State Treasury, holds 14,688,470 registered shares preferred as to vote, which results in 29,376,940 votes at the General Meeting and represents 51.70% of such votes (as at the date of preparation of this Report).

No limitations or restrictions have been imposed on the transfer of proprietary rights to the Company’s securities.

Restrictions on Exercise of Voting Rights

The voting right of shareholders is limited to the extent that none of them may exercise at the General Meeting more than 10% of the overall number of votes in the Company on the day when the General Meeting is held, provided that, for the purpose of determining obligations of acquirers of significant blocks of shares stipulated in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005, such limitation of the voting right will be considered as not existing. The above limitation of voting right does not refer to:

  • shareholders who on the day when the General Meeting of Shareholders passed a resolution on introducing the restriction referred to above (i.e., July 30, 2010) were authorized due to holding shares representing more than 10% of the overall number of votes existing in the Company;
  • shareholders who are authorized due to holding more than 25% of the total number of shares preferred as to voting right referred to in § 4 section 1 point 1) of the Articles of Association, i.e., shareholders authorized due to holding more than 10,493,000 series A registered shares preferred as to voting right.

In order to limit the voting right, the votes of shareholders between which a domination or dependency relationship exists are summed up in accordance with the following rules.

A shareholder is any person, including its parent entity and subsidiaries, who directly or indirectly holds a voting right at the General Meeting under any legal title; the above concerns also the person who does not hold shares in the Company, including without limitation a beneficial owner, pledgee, depositary receipt beneficiary within the meaning of the provisions of the Act on Trading in Financial Instruments of July 29, 2005, as well as a person eligible to participate in the General Meeting despite having disposed of shares held following the day when the right to participate in the General Meeting was established.

A parent entity or subsidiary shall be understood to be, respectively, a person who:

  • meets the preconditions stipulated in article 4 § 1 item 4) of the Code of Commercial Companies; or
  • has the status of parent entity, subsidiary or the status of parent entity and subsidiary at the same time within the meaning of the provisions of the Act on Competition and Consumer Protection of February 16, 2007; or
  • has the status of parent entity, ultimate parent entity, subsidiary, ultimate subsidiary, co-subsidiary, or has the status of parent entity (including ultimate parent entity) and subsidiary (including ultimate subsidiary and co-subsidiary) at the same time within the meaning of the provisions of the Accounting Act of September 29, 1994; or
  • exerts (parent entity) or is affected by (subsidiary) decisive influence within the meaning of the Act on Transparency of Financial Relations between Public Authorities and Public Undertakings and on Financial Transparency of Certain Undertakings of September 22, 2006; or
  • holds votes arising out of directly or indirectly held shares in the Company which are accumulated together with the votes of another person or other persons on terms stipulated in the provisions of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005 in relation to the holding, disposing or acquiring material blocks of shares in the Company.

A detailed description of the restrictions on voting right is set out in the Company’s Articles of Association. Should any doubts arise, the provisions regulating the voting right restrictions should be construed in accordance with article 65 § 2 of the Civil Code.

The acquisition of more than 10,493,000 shares preferred as to voting right (i.e., more than 25% of the total number of the Company’s shares preferred as to voting right at the date of the Articles of Association registration) from the State Treasury will enable the acquirer to enjoy the exemption from the voting right restriction provided for in the Articles of Association.

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