POLAND ACT ON TRADING IN FINANCIAL INSTRUMENTS

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1 POLAND ACT ON TRADING IN FINANCIAL INSTRUMENTS Important Disclaimer This translation has been generously provided by the Polish Financial Supervision Authority. This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in the translation. The text should be used for information purposes only and appropriate legal advice should be sought as and when appropriate.

2 The present English text is furnished for information purposes only. The original Polish text published in the Journal of Laws is binding in all respects. ACT on Trading in Financial Instruments 1) dated July 29th ) This Act implements, within the scope of its regulation, the following Directives: 1) Council Directive 93/6/EEC of March 15th 1993 on the capital adequacy of investment firms and credit institutions (OJ L 141, ) 2) Council Directive 93/22/EEC of May 10th 1993 on investment services in the securities field (OJ L 141, ; OJ L 168, ; OJ L 290, ; and OJ L 35, ); 3) Directive 97/9/EC of the European Parliament and of the Council of March 3rd 1997 on investorcompensation schemes (OJ L 84, ); 4) Directive 2001/34/EC of the European Parliament and of the Council of May 28th 2001 on the admission of securities to official stock-exchange listing and information to be published on those securities (OJ L 184, ; OJ L 96, ; OJ L 345, ; and OJ L 390, ); 5) Directive 2002/87/EC of the European Parliament and of the Council of December 16th 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and Directives 98/78/EC and 2000/12/EC of the European Parliament and of the Council (OJ L 35, ); 6) Directive 2003/6/EC of the European Parliament and Council of January 28th 2003 on insider dealing and market manipulation (market abuse) (OJ L 96, ); 7) Commission Directive 2003/124/EC of December 22nd 2003, implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation (OJ L 339, ); 8) Council Directive 2003/125/EC of December 22nd 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council, as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest (OJ L 339, ); 9) Commission Directive 2004/72/EC of April 29th 2004 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers transactions and the notification of suspicious transactions (OJ L 162, ). The data contained herein and relating to the promulgation of EU legal acts relate as of the date of Poland s accession to the European Union to the promulgation of such legal acts in the Official Journal of the European Union special edition. This Act amends the following statutes: Act on Acquisition of Real Estate by Foreign Nationals of March 24th 1920, Code of Civil Procedure of November 17th 1964, Act on Administrative Enforcement Procedure of June 17th 1966, Personal Income Tax Act of July 26th 1991, Corporate Income Tax Act of February 15th 1992, Act on the Banking Guarantee Fund of December 14th 1994, Bond Act of June 29th 1995, Act on Tax Offices and Chambers of June 21st 1996, Act on Rules Governing the Exercise of State Treasury s Rights of August 8th 1996, Act on the Registered Pledge and the Pledge Register of December 6th 1996, Act on Sureties and Guarantees Issued by the State Treasury and Certain Legal Persons of May 8th 1997, Act on the Organisation and Operation of Pension Funds of August 28th 1997, Act on Court Enforcement Officers and Enforcement Proceedings of August 29th 1997, Banking Law of August 29th 1997, Act on the Social Security System of October 13th 1998, Commercial Companies Code of September 15th 2000, Commodity Exchange Act of October 26th 2000, Act on Storage Warehouses and on Amending the Civil Code, Code of Civil Procedure and Other Statutes of November 16th 2000, Act on Prevention of Money Laundering Practices and Financing of Terrorism of November 16th 2000, Act on the Final Nature of Settlements in Payment Systems and Securities Clearing Systems, and Rules of Supervision over Such Systems of August 24th 2001, Act on Responsibility of Group

3 2 Part I General Provisions Art This Act defines the rules, manner and conditions for commencing and conducting business which involves trading in securities and other financial instruments, the rights and obligations of entities engaged in such trading and the supervision thereof. 2. The provisions of this Act shall not apply to promissory notes and cheques within the meaning of the Promissory Note and Cheque Act. Art Within the meaning of this Act, financial instruments shall include: 1) securities; 2) any of the following instruments other than securities: a) units in collective investment undertakings, b) money market instruments, c) futures contracts and other equivalent cash-settled financial instruments, forward interest-rate agreements, equity, interest-rate and currency swaps, d) options to buy or sell any financial instruments, interest rate options, currency options, options on such options and other equivalent cashsettled financial instruments; e) property rights whose price depends whether directly or indirectly, on the value of items of specified type, specified types of energy, measurements and allowances of production or pollution emissions (derivatives on commodities) f) any other instruments admitted or sought to be admitted to trading on a regulated market in the territory of a Member State. 2. Broker-traded financial instruments shall be the financial instruments referred to in Art and Art a-d. Any reference in this Act to: Art. 3. Entities for Prohibited Acts Subject to Penalty of October 28th 2002, Bankruptcy and Recovery Law of February 28th 2003, Insurance Activities Act of May 22nd 2003, Insurance Brokerage Act of May 22nd 2003, Act on Certain Types of Financial Collateral of April 2nd 2004, Act on Personal Pension Accounts of April 20th 2004, Act on Investment Funds of May 27th 2004, Act on Freedom of Business of July 2nd 2004 and Act on European Grouping of Economic Interests and on the European Company of March 4th 2005.

4 1) securities shall mean: 3 a) shares, pre-emptive rights within the meaning of the Commercial Companies Code of September 15th 2000 (Dz.U. No. 94, item 1037, as amended 2) ), rights to shares, subscription warrants, depositary receipts, bonds, mortgage bonds, investment certificates and other transferable securities, including securities incorporating property rights equivalent to rights attached to shares or debt, issued under pertinent provisions of Polish or foreign laws; b) other transferable property rights created by issuance, which incorporate a right to acquire or subscribe for securities referred to in Art. 3.1a or are exercisable by way of cash settlement (derivative rights); 2) alternative trading system shall mean a multilateral trading system organised by an investment firm or a company operating a regulated market, which is used for trading in securities and money market instruments outside a regulated market and ensures concentration of supply and demand so as to enable transactions between participants of the system; a market organised under and in accordance with an agreement with an issuer of securities shall not be deemed an alternative trading system if the issuer is the State Treasury or the National Bank of Poland; 3) units in collective investment undertakings shall mean securities and financial instruments other than securities, which represent property rights of unit holders of collective investment undertakings, including in particular investment fund units, issued under pertinent provisions of Polish or foreign laws; 4) Public Offering Act shall mean the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (Dz.U. of 2005, No 184, item 1539) 5) public offering shall mean a public offering as defined in the Public Offering Act, which concerns securities governed by the provisions of the Public Offering Act; 6) primary trading shall mean primary trading as defined in the Public Offering Act; 7) secondary trading shall mean: a) a public offering made by an entity other than an issuer or a firm commitment underwriter, or acquisition of securities from such entity, or b) an offer of financial instruments other than securities made by an entity other than an issuer in accordance with Art. 3 of the Public Offering Act, or acquisition of such financial instruments from such entity; 7) initial public offering shall mean an initial public offering as defined in the Public Offering Act; 2) Amendments to the Act were promulgated in the Journal of Laws (Dziennik Ustaw) of 2001 No. 102, item 1117, Dz.U. of 2003, No. 49, item 408, and No. 229, item 2276, and Dz.U. of 2005 No. 132, item 1108.

5 4 8) organised trading shall mean trading in securities or other financial instruments on a regulated market or in an alternative trading system in the territory of the Republic of Poland; 10) stock exchange shall mean a stock exchange where securities are traded; 11) issuer of securities shall mean an issuer as defined in the Public Offering Act; 12) issuer of financial instruments other than securities shall mean an entity issuing, in its own name, financial instruments other than securities, which holds rights or has obligations thereunder; 13) selling shareholder shall mean a selling shareholder as defined in the Public Offering Act; 14) standby underwriting shall mean a standby underwriting agreement within the meaning of the Public Offering Act; 15) firm commitment underwriting shall mean a firm commitment underwriting agreement within the meaning of the Public Offering Act; 16) parent entity shall mean a parent entity as defined in the Public Offering Act; 17) subsidiary shall mean a subsidiary as defined in the Public Offering Act; 18) group shall mean a parent entity and its subsidiaries; 19) total vote shall mean the total vote as defined in the Public Offering Act or the sum of all votes attached to all shares in a limited liability company; 20) National Depository shall mean Krajowy Depozyt Papierów Wartościowych SA; 20) depository for securities shall mean a system maintained by the National Depository for registration of dematerialised securities, comprising securities accounts and deposit accounts kept by entities authorised to do so under this Act; 22) Member State shall mean a state which is a member of the European Union or the Agreement on the European Economic Area; 23) another Member State shall mean a Member State other than the Republic of Poland 24) OECD states shall mean members of the Organisation for Economic Cooperation and Development other than the Member States; 25) WTO members shall mean members of the World Trade Organisation other than the Member States; 25) public company shall mean a public company as defined in the Public Offering Act; 27) money market shall mean a system for trading in financial instruments which represent solely monetary claims and mature within a year from the date of their issuance or acquisition in primary trading; 28) money market instruments shall mean securities or financial instruments other than securities, issued under pertinent provisions of Polish or foreign laws, which may be traded on the money market;

6 5 29) rights to shares shall mean securities conferring the right to receive uncertificated new issue shares in a public company, which are created upon the allotment of such shares and expire after the shares are registered in the depository for securities or after a decision of the registry court refusing the entry of a share capital increase in the register of entrepreneurs becomes final; 30) depositary receipts shall mean securities issued by a financial institution with a registered office in the territory of a Member State or any other OECD state: a) outside the territory of the Republic of Poland, in connection with securities admitted to trading on a regulated market in the territory of the Republic of Poland or securities issued outside this territory, or b) in the territory of the Republic of Poland, in connection with securities issued outside this territory, which are traded on a foreign regulated market in a Member State or an OECD state incorporating a right to exchange such securities for specific securities in a proportion specified in the terms and conditions of the issue, transfer to the owner of such securities of property rights comprising benefits from the securities or the equivalent thereof, and, in the case of shares, the right of the owner of such securities to give the issuer thereof a binding instruction as to voting at the general shareholders meeting 31) foreign credit institution shall mean any credit institution referred to in Art of the Banking Law of August 29th 1997 (Dz.U. of 2002, No. 72, item 665, as amended 3) ), which conducts, on the basis of a licence granted by a competent authority and in the territory of another Member State, brokerage activities, or keeps, on the basis of an authorisation granted by a competent authority and in the territory of another Member State, accounts in which securities admitted to trading on a foreign regulated market are registered; 32) foreign investment firm shall mean a legal person or an organisational unit without legal personality, having its registered office in the territory of another Member State, and if the laws of a given country do not require registration of offices with a head office in the territory of another Member State, or a natural person resident in the territory of another Member State, which conducts brokerage activities in the territory of another Member State on the basis of a licence granted by a competent authority, as well as a foreign credit institution; 33) investment firm shall mean a brokerage house, a bank conducting brokerage activities, a foreign investment firm conducting brokerage activities in the territory of the Republic of Poland or any foreign legal person with a registered office in the territory of an OECD state or WTO member state, which conducts brokerage activities in the territory of the Republic of Poland; 34) Act on Capital Market Supervision shall mean the Act on Capital Market Supervision of July 29th 2005 (Dz.U. of 2005, No. 183, item 1537); 3) Amendments to the consolidated text of the Act were promulgated in Dz.U. of 2002 No. 126, item 1070, No. 141, item 1178, No. 144, item 1208, No. 153, item 1271, No. 169, items 1385 and 1387 and No. 241, item 2074, Dz.U. of 2003 No. 50, item 424, No. 60, item 535, No. 65, item 594, No. 228, item 2260 and No. 229, item 2276, Dz.U. of 2004 No. 64, item 594, No. 68, item 623, No. 91, item 870, No. 96, item 959, No. 121, item 1264, No. 146, item 1546 and No. 173, item 1808 and of 2005 No. 83, item 719 and No. 85, item 727.

7 6 35) Commission shall mean the Polish Securities and Exchange Commission referred to in the Act on Capital Market Supervision; 36) custodian bank shall mean a domestic bank authorised by the Commission to keep securities accounts; 37) regulated entity shall mean a regulated entity as defined in the Act on Capital Market Supervision; 38) foreign bank shall mean a bank with a registered office outside the territory of the Republic of Poland other than a foreign credit institution; 39) insurance undertaking shall mean a domestic insurance undertaking referred to in Art of the Insurance Activities Act of May 22nd 2003 (Dz.U. No. 124, item 1151, Dz.U. of 2004, No. 91, item 870 and No. 96, item 959, and Dz.U. of 2005, No. 48, item 447 and No. 83, item 719) or a foreign insurance undertaking referred to in Art of the Insurance Activities Act which conducts its activities in the territory of the Republic of Poland; 40) civil liability insurance agreement shall mean the agreement referred to in Art. 822 of the Civil Code of April 23rd 1964 (Dz.U. No. 16, item 93, as amended. 4) ); 41) Chairman of the Commission shall mean the Chairman of the Commission referred to in the Act on Capital Market Supervision. Art Securities accounts shall be accounts in which dematerialised securities are registered, kept solely by: 1) brokerage houses and banks conducting brokerage activities, custodian banks, foreign investment firms and foreign legal persons conducting brokerage activities in the territory of the Republic of Poland through their branches, the National Depository, and the National Bank of Poland, if such accounts are designated in such a way as to enable identification of the holders of rights attached to such securities; 2) other participants of the depository for securities or of a system for registration of securities maintained by the National Bank of Poland, which act as agents in the disposal of securities issued by the State Treasury or the National Bank of 4) The amendment to the Act were promulgated in Dz.U. of 1971 No. 27, item 252, Dz.U. of 1976 No. 19, item 122, Dz.U. of 1982 No. 11, item 81, No. 19, item 147, No. 30, item 210, Dz.U. of 1984, No. 45, item 242, Dz.U. of 1985, No. 22, item 99, Dz.U. of 1989, No. 3, item 11 and No. 33, item 175, Dz.U. of 1990, No. 34, item 198, No. 55, item 321 and No. 79, item 464, Dz.U. of 1991, No. 107, item 464 and No. 115, item 496, Dz.U. of 1993, No. 17, item 78, Dz.U. of 1994, No. 27, item 96, No. 85, item 388 and No. 105, item 509, Dz.U. of 1995, No. 83, item 417 and No. 141, item 692, Dz.U. of 1996, No. 114, item 542, No. 139, item 646 and No. 149, item 703, Dz.U. of 1997, No. 43, item 272, No. 115, item 741 and No. 117, item 751, Dz.U. of 1998, No. 106, item 668 and No. 117, item 758, Dz.U. of 1999, No. 52, item 532, Dz.U. of 2000 No. 22, item 271, No. 74, item 855 and 857, No. 88, item 983 and No. 114, item 1191, Dz.U. of 2001, No. 11, item 91, No. 71, item 733, No. 130, item 1450 and No. 145, item 1638, Dz.U. of 2002, No. 113, item 984 and No. 141, item 1176, Dz.U. of 2003, No. 49, item 408, No. 60, item 535, No. 64, item 592 and No. 124, item 1151, Dz.U. of 2004, No. 91, item 870, No. 96, item 959, No. 162, item 1692, No. 172, item 1804 and No. 281, item 2783 and Dz.U. of 2005 No. 48, item 462.

8 7 Poland, if the entries they make relate to such securities and enable identification of the holders of rights attached to such securities. 2. Beginning from the registration of securities under the agreement referred to in Art. 5.3 or 5.4, entries relating to such securities which are made in connection with their subscription or sale in primary trading or an initial public offering by: 1) entities conducting brokerage activities or 2) custodian banks; shall also be deemed securities accounts, if they identify the holders of rights attached to such securities. 3. Any reference in this Act to securities accounts shall also include accounts in which broker-traded financial instruments other than securities, admitted to organised trading, are registered. 1. Securities which are: 1) offered in a public offering or Art. 5 2) admitted to trading on a regulated market, or 3) introduced to an alternative trading system, or 4) issued by the State Treasury or the National Bank of Poland shall exist in uncertificated form as of the date of their registration under the agreement referred to in Art (dematerialisation). Securities may also exist in uncertificated form if permitted under other regulations concerning the issue of such securities. 2. Securities which are: 1) offered in a public offering but are not to be admitted to trading on a regulated market, or 2) introduced only to an alternative trading system may exist in certificated form if so determined by the issuer or the selling shareholder. Under such circumstances, Art shall not apply. 3. Before the commencement of a public offering, an issuer shall conclude with the National Depository an agreement to register the securities offered in a public offering in the depository for securities. 4. If the securities to be admitted to trading on a regulated market or introduced to an alternative trading system were not offered earlier in a public offering, the issuer shall conclude an agreement with the National Depository to register in the depository for securities the securities sought to be admitted to trading on a regulated market or introduced to an alternative trading system before applying for admission of the securities to trading on a regulated market or for introduction to an alternative trading system. 5. If the system for registration of securities issued by the State Treasury or securities representing disposable property rights incorporated in such securities is maintained by the National Bank of Poland, the State Treasury, as the issuer, is

9 8 obligated to conclude an agreement with the National Bank of Poland to register the securities in such a system before the commencement of the public offering and, if the securities were not offered in a public offering before their admission to trading on a regulated market or introduction to an alternative trading system before applying for admission of the securities to trading on a regulated market or for introduction to an alternative trading system. 6. Before applying for admission of financial instruments other than securities to trading on a regulated market, the entity seeking such admission shall conclude an agreement with the National Depository to register such financial instruments in the depository for securities. 7. In the case of securities issued outside of the Republic of Poland, only the portion of such securities which is to be offered in a public offering, admitted to trading on a regulated market or introduced to an alternative trading system in the Republic of Poland, shall be subject to registration. 8. Conclusion of the agreement to register securities, referred to in Art. 5.3 and 5.4, shall require the authorisation, in the form of a resolution adopted by the appropriate decision-making body of the issuer, and if the issuer is a joint-stock company (spółka akcyjna) in the form of a resolution of the general shareholders meeting of the company. Art Prior to the conclusion of the agreement referred to in Art in relation to certificated securities, the issuer shall place such securities in a deposit maintained in the Republic of Poland by an investment firm or the National Depository. Such investment firm or the National Depository shall create a register of holders of rights attached to the certificated securities. 2. In the case of registration of certificated securities in the depository for securities, the entries made in the register referred to in Art. 6.1 shall have the legal effect of entries in securities accounts, and the documents placed in the deposit shall lose their legal force as of the moment the securities are registered in the depository for securities. 3. In the case of certificated securities issued outside of the Republic of Poland, the obligation defined in Art. 6.1 shall be deemed fulfilled by the registration of such securities prior to the conclusion of the agreement referred to in Art by a legal person or another organisation which conducts outside of the Republic of Poland activities relating to the centralised registration of securities or the clearing of transactions in securities. 4. Documents evidencing securities registered by the entity referred to in Art. 6.3 shall lose their legal force in the Republic of Poland as of the moment the securities are registered in the depository for securities. Art The rights attached to dematerialised securities shall accrue as of the moment such securities are first registered in a securities account and shall inure to the benefit of the account holder.

10 9 2. Under an agreement on the transfer of dematerialised securities, such securities shall be transferred as of the moment the relevant entry is made in the securities account. If the record date as at which the holders of rights to benefits from dematerialised securities are determined falls on or after the date on which the transaction should be cleared at the depository for securities, and the securities continue to be registered in the transferor s account, the benefits shall inure to the benefit of the transferee and shall accrue as of the moment the securities are registered in the securities account of the transferee. 3. If the dematerialised securities are acquired by virtue of a legal event which results in the transfer of such securities by operation of this Act, such securities shall be registered in the transferee s account at the request of the tranferee. 4. The registration of securities in a securities account under the agreement referred to in Art. 7.2 shall be effected after the registration of the transfer of the securities between the relevant deposit accounts referred to in Art Provisions of Art shall not preclude the right to assume an obligation to dispose of securities prior to their registration in the transferee s securities account, as long as such securities have been acquired as a result of a transaction whose settlement is guaranteed by the fund referred to in Art. 65 or Art Provisions of Art shall apply to securities issued outside of the Republic of Poland which are offered in a public offering, admitted to trading on a regulated market, or introduced to an alternative trading system, provided such securities are registered in the depository for securities. Art. 8. Provisions of Art. 7 shall apply accordingly to broker-traded financial instruments other than securities, admitted to organised trading. Art At the request of a holder of a securities account, the entity keeping the account ( certificate issuer ) shall issue a written deposit certificate in the name of the holder ( certificate ) separately for each type of securities. The account holder may request that the certificate specify either a portion of or all the securities registered in the account. 2. The certificate shall confirm the holders entitlement to exercise such rights attached to the securities specified in the certificate as are not or cannot be exercised solely on the basis of registration in the securities account. 3. In order to participate in a general shareholders meeting of a public company with its registered office in the Republic of Poland, a certificate issued to confirm the right of a holder of dematerialised shares to participate at the general shareholders meeting must be submitted at the company s registered office not later than a week prior to the date of the general shareholders meeting. The relevant provisions of Art of the Commercial Companies Code of September 15th 2000 shall not apply.

11 1. The certificate shall specify: 10 Art ) Company name, registered office and address of the certificate issuer, and the certificate number; 2) number of securities; 3) type and code of securities; 4) company name, registered office and address of the issuer; 5) par value of securities; 6) name (company name) and registered office and address of the holder of the securities account; 7) information on any restrictions on transferability of the securities or on any encumbrances thereon; 8) date and place of certificate issuance; 9) purpose for which the certificate has been issued; 10) certificate validity period; 11) if a certificate issued earlier for the same securities has been annulled, destroyed or lost prior to the lapse of its validity period an indication that it is a new certificate document; 12) signature of a person authorised to issue the certificate on behalf of the certificate issuer and the seal of the certificate issuer. 2. In the case of securities of an issuer with a registered office in the Republic of Poland, registered in a deposit account kept by the National Depository for a legal person or another organisation conducting outside of the Republic of Poland activities relating to the centralised registration of securities or the clearing of transactions in securities which is a participant of the National Depository pursuant to Art , a document which specifies the items defined in Art. 10.1, issued by an entity indicated to the National Depository by such participant, shall also be deemed a certificate. 3. Any deposit certificate made or issued in breach of Art , , , , or 10.2, shall be null and void. Art As of the date the certificate is issued, the number of securities specified in the certificate shall not be traded until the lapse of the certificate s validity period or its earlier return to the certificate issuer. The certificate issuer shall block the relevant number of securities in the account for the duration of the certificate validity period. 2. In the period referred to in Art the same securities may be specified in more than one certificate, provided that each certificate is issued for a different purpose. In such a case, subsequent certificates shall also include, pursuant to Art , information on securities having been blocked in connection with earlier certificates.

12 1. A certificate shall cease to be valid: 11 Art ) upon the lapse of its validity period; 2) upon the transfer of securities encumbered with a pledge in order to satisfy claims of the pledgee in the case of a certificate issued for the pledgor in relation to such securities; 3) upon the transfer of securities as part of enforcement proceedings conducted under other regulations in the case of a certificate issued for the debtor in relation to securities subject to enforcement; 4) upon its destruction or loss. 2. The lapse of the certificate s validity period or its earlier return to the certificate issuer shall preclude the use of the certificate to exercise the rights attached to securities evidenced by the certificate for the purpose for which the certificate has been issued. 3. The certificate issuer shall promptly notify the public company concerned of the cessation of validity, for reasons specified in Art , of a certificate issued for the purpose of participation in a general shareholders meeting of such company. 4. If a certificate ceases to be valid for the reason specified in Art , the certificate issuer, at the request of the account holder made prior to the lapse of the certificate s validity period, shall issue a new certificate after the account holder submits a written representation stating that the account holder had held the certificate and describing the circumstances in which it has been destroyed or lost. Art Declarations of will referring to performance of actions connected with public trading in securities or other financial instruments under this Act, or other actions performed by regulated entities within the scope of this Act may be made in electronic form, provided that the parties concerned have decided accordingly by way of an agreement. 2. Documents connected with the actions referred to in Art may be drawn up on electronic carriers, provided that such documents are duly created, recorded, relayed, stored, and secured. 3. A declaration of will made in electronic form and incorporated in the document referred to in Art shall be deemed to meet the requirement of written form also in cases where the written form has been stipulated on pain of nullity. 4. The minister competent for financial institutions shall define, by way of a regulation, the rules governing creation, recording, relay, storage, and securing of the documents relating to the activities referred to in Art so as to ensure the security of trading and the protection of investors interests.

13 12 Part II Secondary Trading in Financial Instruments Chapter 1 General Provisions Art. 14. Within the meaning of this Act, a regulated market is a system for trading in financial instruments admitted to trading, which operates on a continuous basis and provides investors with universal, equal and concurrent access to market information when matching the offers to acquire and to sell financial instruments, and ensures equal terms for the acquisition and disposal of such instruments; such market to be organised and supervised by a competent authority pursuant to the provisions of this Act, recognised by a given Member State as compliant with the abovementioned requirements, and notified to the European Commission as a regulated market. Art The regulated market in the Republic of Poland shall comprise: 1) stock exchange market; 2) over the counter (OTC) market; 3) commodity exchange market. 2. The regulated market referred to in: 1) Art shall be organised by a company operating a stock exchange; 2) Art shall be organised by a company operating an OTC market; 3) Art shall be organised by a commodity exchange as defined in the Commodity Exchange Act of October 26th 2000 (Dz.U. of 2005, No. 121, item 1019) and it shall be used only for trading in financial instruments referred to in Art c and d. 3. The provisions of Art. 16, Art. 18, Art and Art. 32 shall apply to the commodity exchange market and to the commodity exchange operating such commodity exchange market. The provisions of Art shall apply to the rules of the commodity exchange operating a commodity exchange market. Art A company operating a stock exchange and a company operating an OTC market may organise separate markets for different types of securities or financial instruments other than securities or for various types of issuers. 2. When organising the stock exchange market, a company operating a stock exchange may create a separate official stock-exchange listing market, hereinafter referred to as the official listing market, that shall meet requirements concerning the issuers of securities and the securities traded on such market which are additional to the minimum conditions for regulated markets.

14 13 Art The minister competent for financial institutions shall define, by way of a regulation: 1) conditions to be met by the regulated market, including the rules for dissemination of information on transactions and trading volumes on such market, 2) detailed conditions to be met by the official listing market and by the issuers of securities admitted to trading on such market. taking into account the need to ensure the security of trading and the protection of investors interests on such markets. 2. The minister competent for financial institutions shall recognise the regulated market by way of a regulation. 3. The Commission shall forward to the European Commission and to other Member States: 1) the regulation referred to in Art and the information on any amendments thereto; 2) the rules referred to in Art and Art Art A company operating a stock exchange and a company operating an OTC market shall ensure: 1) concentration of supply of and demand for the financial instruments traded on a given market with a view to shaping a common price of such instruments; 2) security and efficiency of transactions; 3) dissemination of uniform information on the prices and trading volumes of the financial instruments traded on a given market organised by such company. 2. If the financial instruments traded on a regulated market are at the same time traded in an alternative trading system or in direct transactions referred to in Art. 74.1, a company operating a regulated market for such instruments may disseminate the information referred to in Art , to the extent such information pertains to such transactions, based on the information provided by the investment firm organising the alternative trading system or being a party to direct transactions. 3. The information referred to in Art shall be disseminated as provided in the regulations issued under Art Unless this Act provides otherwise: Art ) securities covered by an approved issue prospectus may be traded on the regulated market only after they have been admitted to trading on such a market;

15 14 2) public offerings of or trading in securities or other financial instruments on the regulated market in the Republic of Poland shall require the intermediation of an investment firm; 3) financial instruments referred to in Art c and d which incorporate the right to acquire the securities referred to in Art. 3.1a may be offered under Art. 3.1 of the Public Offering Act only on the regulated market; 4) financial instruments referred to in Art c and d which incorporate the right to acquire the securities referred to in Art. 3.1a, may be offered under Art. 3.1 of the Public Offering Act only if the such securities have been admitted to trading on the regulated market. 2. A transaction involving the acquisition or disposal of financial instruments other than securities, admitted to trading on the regulated market, or a transaction whereby such instruments are created, shall not be deemed a game or a bet within the meaning of the Civil Code of April 23rd 1964, or a game of chance or betting within the meaning of the laws on games of chance and betting, even if the actual performance of the mutual obligations has been waived by the express or implied will of the parties to such a transaction and only one party remains obliged to pay the difference between the agreed selling price and the market price prevailing at the time of the performance of the agreement. 3. Lending of broker-traded financial instruments with the participation of investment firms or custodian banks shall be carried out in accordance with the regulations issued under Art Lending of broker-traded financial instruments with the participation of investments firms or custodian banks shall not be subject to the provisions of the Civil Code concerning loan agreements. Art If justified by the security of trading on the regulated market or a threat to investors interests, at the demand of the Commission a company operating a regulated market shall withhold the admission to trading on the regulated market or the listing of the securities or other financial instruments indicated by the Commission for up to ten days. 2. If the trading in specified securities or other financial instruments is carried out in circumstances which indicate a possible threat to the proper operation of the regulated market, the security of trading on such a market, or a possible compromise of investors interests, at the demand of the Commission, a company operating a regulated market shall suspend the trading in such securities or instruments for up to one month. 3. At the demand of the Commission, a company operating a regulated market shall exclude from trading the securities or other financial instruments indicated by the Commission, if the trading in such securities or other financial instruments materially threatens the proper operation of the regulated market or the security of trading on such a market, or compromises investors interests. 4. The demand referred to in Art shall be accompanied by a detailed justification. 5. A company operating a regulated market shall promptly disclose to the public, through the information agency referred to in Art of the Public Offering Act,

16 15 the information on the withholding, suspension or exclusion from trading of specified securities or other financial instruments. The provisions of Art. 19 of the Public Offering Act shall apply accordingly. 6. If given financial instruments are traded also in an alternative trading system, the entity organising such alternative trading system, having received the information published pursuant to Art. 20.5, shall take steps in order to comply with the demand of the Commission referred to in Art. 20.1, 20.2 or 20.3 with respect to such financial instruments. 7. A company operating a regulated market shall not bear the cost of the services of the information agency related to the publication of the information referred to in Art Chapter 2 Regulated Market Section 1 Stock Exchange Market Art A stock exchange may be operated only by a joint-stock company. 2. The business of a company operating a stock exchange shall consist exclusively in the operation of a stock exchange or other activities related to the organisation of trading in financial instruments and trade-related activities, subject to Art A company operating a stock exchange may be involved in activities related to education, promotion and provision of information connected with the operation of the capital market. 4. A company operating a stock exchange may organise an alternative trading system upon a prior notification to the Commission and approval of the rules of such a system by the Commission. 5. A company operating a stock exchange shall have an obligation and the exclusive right to include the words stock exchange in its company name. 6. The provisions of Art , 78.5 and 78.6 shall apply accordingly to the rules of the alternative trading system organised by a company operating a stock exchange. 7. The share capital of a company operating a stock exchange shall amount to no less than PLN 40,000,000. Art A company operating a stock exchange may issue only registered shares. 2. The shares of a company operating a stock exchange may only be acquired by the State Treasury, investment firms, banks, investment fund companies, insurance undertakings, pension fund companies and issuers of securities listed on such stock

17 16 exchange. The shares of a company operating a stock exchange may be acquired by other domestic and foreign legal persons subject to the Commission's approval. 3. The provisions of Art and 22.2 shall not apply if a company operating a stock exchange is a public company. Art No shareholder of a company operating a stock exchange, with the exception of the State Treasury, shall have the right to exercise more than 5% of the total vote in such company. In justified cases, the Commission may, at the shareholder's request, authorise the shareholder to exercise a greater percentage of the voting rights, subject to Art The shareholders of a company operating a stock exchange which are not investment firms or banks shall have the right to exercise in aggregate no more than 50% of the total vote. This restriction shall not apply to the State Treasury or any shareholder who obtained the authorisation referred to in Art to exercise 20% or more of the total vote. 3. The detailed rules for the exercise of voting rights shall be defined in the articles of association of a company operating a stock exchange. 4. The shares of a company operating a stock exchange shall not confer the right to dividend as long as the State Treasury is entitled to exercise more than 50% of the total vote. 5. The provisions of Art and Art shall not apply if a company operating a stock exchange is a public company. Art The Commission shall be notified of any intended direct or indirect acquisition or subscription for any number shares in a company operating a stock exchange which: 1) represent 10% or more of the total vote or the share capital, or 2) which would result in reaching or exceeding 10%, 20%, 33% or 50% of the total vote or the share capital, with the proviso that the holding of shares in a company operating a stock exchange by entities belonging to the same group shall be deemed the holding of such shares by a single entity. 2. Indirect acquisition of shares in a company operating a stock exchange shall be the acquisition or subscription for shares in an entity which holds, whether directly or indirectly, shares in such company operating a stock exchange, if the acquisition or subscription results in reaching or exceeding 50% of the total vote or 50% of the share capital of such entity. 3. The Commission shall have the right to raise objections to any intended direct or indirect acquisition of or subscription for a specified number of shares in a company operating a stock exchange, within three months from the notification referred to in Art. 24.1, if there is a reasonable suspicion that the entity proposing to acquire shares in such company operating a stock exchange could exert detrimental

18 17 influence on the management of such company. If no objection is raised, the Commission may set a final date by which the shares in a company operating a stock exchange may be acquired. 4. Any exercise of the voting rights attached to shares acquired despite the objection referred to in Art shall be deemed null and void. 5. If shares in a company operating a stock exchange are to be acquired by a foreign investment firm, foreign bank or foreign insurance undertaking authorised to conduct its activities by the competent authority of another Member State, the Commission shall seek an opinion on such entity from the competent authority that had granted the authorisation. 6. The provisions of Art shall apply accordingly where the entity acquiring shares in a company operating a stock exchange is the parent entity of the entity referred to in Art or an entity exerting significant influence within the meaning of Art on the entity referred to in Art. 24.5, or where as a result of an indirect acquisition the target entity would become a subsidiary of the acquirer or an entity over which the acquirer would gain significant influence within the meaning of Art The notification referred to in Art shall specify the number of shares to be acquired, their share in the share capital, and the number of votes which the acquirer will obtain at the general shareholders meeting, and shall include a statement, subject to criminal liability, on the source of funds to be used to pay for the shares in a company operating a stock exchange. 8. If the Commission has not raised an objection within the timeframe referred to in Art. 24.3, the same shall be deemed an approval of the acquisition of shares in a company operating a stock exchange on the terms and conditions set forth in the notification. Art Subject to Art. 25.4, the operation of a stock exchange shall require an authorisation by the minister competent for financial institutions, to be granted upon an application of the party concerned, on which the Commission has issued its opinion. 2. To obtain such an authorisation, the company concerned shall file an application through the intermediation of the Commission, indicating: 1) name and registered office of the company; 2) personal details of the members of the management board and the supervisory board of the company operating a stock exchange, hereinafter referred to as the stock exchange management board and the stock exchange supervisory board, and of other persons who are responsible for the launch of the stock exchange or who will manage the stock exchange; 3) expected amount of own funds and loans allocated to the financing of the launch of the stock exchange, and information on how its operations would be financed; 4) information on the amount and structure of shareholders equity and its sources;

19 18 5) information on the intended location of the stock exchange and the technical means to be used to facilitate its operations, in particular the means ensuring ongoing communication with the National Depository; 6) commitment of at least ten investment firms to conduct operations on the stock exchange. 3. The application should be accompanied by the company s articles of association, the stock exchange rules and a study of the economic and financial feasibility of the stock exchange operations. If the company also intends to organise an alternative trading system, the rules of such system should also be attached to the application. 4. If any formal deficiencies are found in the application, the Commission shall issue a decision that the application shall not be considered. 5. By granting the authorisation, the minister competent for financial institutions shall approve the company s articles of association and the stock exchange rules. Art. 26. The minister competent for financial institutions shall refuse an authorisation to operate a stock exchange, if following the analysis of the application and the attached documents the applicant is found to be unable to conduct its operations in a manner which would guarantee the security of trading in financial instruments and duly protect the interests of trade participants. Art. 27. Any changes in the composition of the stock exchange management board shall require an approval by the Commission, to be granted at the request of the body authorised to appoint and remove members of the stock exchange management board. The Commission shall refuse such approval, if the proposed changes do not ensure the conduct of operations in a manner which would guarantee the security of trading in financial instruments or duly protect the interests of trade participants. Art At a request of the stock exchange management board, the stock exchange supervisory board shall adopt the stock exchange rules and any amendments thereto. 2. The stock exchange rules shall define in particular: 1) criteria and conditions for the admission of securities and other financial instruments to trading on each of the markets of the stock exchange, including securities admitted to trading on a regulated market in another Member State; 2) method and procedure for resolving disputes related to the execution of stock exchange transactions; 3) types of transactions to be executed on the stock exchange; 4) order of trading in securities and other financial instruments on the stock exchange;

20 19 5) conditions and procedure for listing, suspending and delisting of securities and other financial instruments on or from the stock exchange; 6) method for determination and publication of prices; 7) trading days and trading hours; 8) rules for cancellation of transactions; 9) classification of securities and other financial instruments listed on the stock exchange; 10) information system of the stock exchange; 11) amount of the fixed annual fee for using the stock exchange's facilities; 12) amount of trading fees and the methods of their calculation; 13) disclosure requirements applicable to the issuers whose securities are traded on a stock exchange market other than the official listing market; 14) procedure to be followed if issuers fail to comply with the disclosure requirements specified in the rules; 15) provisions intended to prevent and reveal any market manipulation referred to in Art The stock exchange rules may specify additional conditions for admission of securities to trading, whose sole purpose will be the protection of investors interests. In such a case, the entity applying for admission of given securities to trading should be advised on such conditions before it submits its application. Art Any amendment to the articles of association of a company operating a stock exchange and the stock exchange rules shall be subject to the Commission s approval. The Commission shall refuse such approval if the proposed amendments are in conflict with the law or could adversely affect the security of trading. 2. A company operating a stock exchange shall notify the Commission of any changes in the data referred to in Art A company operating a stock exchange shall make available to the trade participants the stock exchange rules and any amendments thereto, as well as any other regulations adopted by the company which are effective on the market it operates, at least two weeks before the effective date of such rules, amendments or regulations. Art The Chairman of the Commission or a person authorised by the Chairman shall have the right to: 1) enter the registered office and premises of a company operating a stock exchange to inspect the books, documents and information stored in other forms; 2) participate in meetings of the stock exchange supervisory board and general shareholders meetings.

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