Any amendment to the Articles of Association must be passed in the form of a General Meeting resolution adopted by a qualified majority of three fourths of votes. Moreover, in accordance with § 9.1 of the Articles of Association, a resolution on amending the Articles of Association may be adopted only by such General Meeting at which at least 50% of total votes in the Company are represented.
Amendments to the Articles of Association are effective if approved by the Polish Financial Supervision Authority and registered by the competent court. The Exchange Supervisory Board is authorised, at each time after the court decision to register amendments to the Articles of Association has become final, to adopt the consolidated text of the Company’s Articles of Association.
GPW’s Articles of Association were valid in 2016 in the same wording as in 2015. However, GPW’s General Meeting on 25 June 2015 approved amendments of GPW’s Articles of Association including:
- harmonisation of the Articles of Association with the actual structure of the share capital following the conversion of registered shares into bearer shares;
- procedure of appointment of members of the Exchange Management Board and the Exchange Supervisory Board;
- procedure of passing resolutions of the Exchange Management Board.
GPW published the text of the resolution in Current Report No. 15/2015, available on the company’s website under the investor relations tab.
The amendments of the Articles of Association, other than the amendment authorising the GPW Management Board to pass resolutions in writing or through telecommunications, were approved by the Polish Financial Supervision Authority on 21 December 2015 and will apply following registration by the competent court.