WSE DETAILED EXCHANGE TRADING RULES IN UTP SYSTEM

Transcription

1 WSE DETAILED EXCHANGE TRADING RULES IN UTP SYSTEM (consolidated text dated 14 September 2015 )* * WSE Detailed Exchange Trading Rules in UTP system adopted by Resolution No. 1038/2012 of the WSE Management Board dated 17 October 2012, including amendments adopted by: - Resolution No. 1334/2012 of the WSE Management Board dated 20 December 2012, - Resolution No. 333/2013 of the WSE Management Board dated 28 March 2013, - Resolution No. 1051/2013 of the WSE Management Board dated 6 September 2013, - Resolution No. 1103/2013 of the WSE Management Board dated 16 September 2013, - Resolution No. 1365/2013 of the WSE Management Board dated 27 November 2013, - Resolution No. 1388/2013 of the WSE Management Board dated 2 December 2013, - Resolution No. 27/2014 of the WSE Management Board dated 10 January 2014, - Resolution No. 268/2014 of the WSE Management Board dated 7 March 2014, - Resolution No. 292/2014 of the WSE Management Board dated 14 March 2014, - Resolution No. 607/2014 of the WSE Management Board dated 23 May 2014, - Resolution No. 696/2014 of the WSE Management Board dated 16 June 2014, - Resolution No. 1042/2014 of the WSE Management Board dated 19 September 2014, - Resolution No. 1179/2014 of the WSE Management Board dated 20 October 2014, - Resolution No. 1168/2014 of the WSE Management Board dated 17 October 2014, - Resolution No. 1222/2014 of the WSE Management Board dated 31 October 2014, - Resolution No. 1425/2014 of the WSE Management Board dated 17 December 2014, - Resolution No. 309/2015 of the WSE Management Board dated 2 April 2015, - Resolution No. 395/2015 of the WSE Management Board dated 29 April 2015, - Resolution No. 866/2015 of the WSE Management Board dated 27 August 2015.

2 DIVISION 1 8 DETAILED RULES OF ADMITTING AND INTRODUCING FINANCIAL INSTRUMENTS TO EXCHANGE TRADING 8 CHAPTER 1 8 ADMISSION OF FINANCIAL INSTRUMENTS TO EXCHANGE TRADING 8 CHAPTER 2 11 INTRODUCTION OF FINANCIAL INSTRUMENTS TO EXCHANGE TRADING BY WAY OF AN ORDINARY PROCEDURE 11 Section 1 11 General provisions 11 Section 2 12 Shares 12 Section 3 13 Rights to shares 13 Section 4 13 Pre-emptive rights 13 Section 5 14 Debt financial instruments (other than Treasury bonds) 14 Section 6 15 Treasury bonds 15 Section 7 17 Investment certificates 17 Section 8 17 ETF units 17 Section 9 18 Structured instruments (structured certificates, structured bonds and put/call warrants) 18 CHAPTER 3 19 INTRODUCTION OF FINANCIAL INSTRUMENTS TO EXCHANGE TRADING 19 BY WAY OF PUBLIC OFFER FOR SALE 19 DIVISION 2 22 DETAILED OPERATING RULES FOR EXCHANGE MEMBERS AND MARKET MAKERS 22 CHAPTER 1 22 EXCHANGE MEMBERS AND EXCHANGE MEMBER REPRESENTATIVES 22 Section 1 22 Exchange members 22 Section 2 23 Exchange brokers 23 Section 3 23 Supervising brokers 23 CHAPTER 2 25 DETAILED OPERATING RULES FOR MARKET MAKERS 25 ON THE CASH AND DERIVATIVES MARKET 25 DIVISION 3 27 EXCHANGE PRODUCTION IT SYSTEM ACCESS 27 DIVISION 4 30 DETAILED RULES OF TRADING 30 ON THE CASH AND DERIVATIVES MARKET 30 2

3 CHAPTER 1 30 GENERAL PROVISIONS 30 CHAPTER 2 30 TRADING SYSTEM 30 CHAPTER 3 32 TRADING SCHEDULE AND PHASES 32 Section 1 32 Trading schedule 32 Section 2 34 Trading phases single-price auction system 34 Section 3 35 Trading phases continuous trading system 35 CHAPTER 4 37 DETAILED RULES OF ACCEPTING, EXECUTING, MODIFYING AND CANCELLING BROKER S ORDERS 37 Section 1 37 General rules 37 Section 2 39 Types of broker s orders 39 Section 3 43 Broker s order validity designation 43 Section 4 44 Additional types of validity of broker s orders 44 Section 5 45 Additional conditions of execution of broker s orders 45 Section 6 46 Priority of price and time of acceptance for the order book 46 Section 7 47 Detailed rules of execution of orders in trading session phases 47 Title 1 Execution of broker s orders in the opening auction, in the closing auction, and during halting 47 Title 2 Execution of orders in the continuous trading phase 47 Section 8 48 Detailed rules of execution of broker s orders in cross trade 48 Section 9 49 Cancellation and modification of broker s orders 49 CHAPTER 5 51 RULES OF DETERMINING THE REFERENCE PRICE 51 Section 1 51 Reference price in the single-price auction system 51 Section 2 51 Reference price in the continuous trading system 51 Section 3 52 Determining the reference price for dynamic collars for financial instruments with a low liquidity of trading 52 Section 4 57 Detailed rules of determining the reference price 57 CHAPTER 6 58 DETERMINING PRICES AND COLLARS 58 Section 1 58 Single-price auction system 58 Section 2 59 Continuous trading system 59 Title

4 General provisions 59 Title 2 60 Continuous trading system static collars 60 Opening auction/closing auction 60 Title 3 62 Continuous trading system dynamic collars 62 CHAPTER 7 65 TICK SIZES 65 CHAPTER 8 66 DETAILED RULES OF TRADING IN FINANCIAL INSTRUMENTS ON THE CASH MARKET 66 Section 1 66 Shares and rights to shares 66 Section 2 70 Pre-emptive rights 70 Section 3 72 Debt financial instruments 72 Section 4 73 Investment certificates 73 Section 5 74 ETF units 74 CHAPTER 9 75 DETAILED RULES OF TRADING IN FINANCIAL INSTRUMENTS ON THE DERIVATIVES MARKET 75 Section 1 75 General provisions 75 Section 2 75 Futures contracts 75 Title 1 75 General provisions 75 Title 2 76 Index futures contracts 76 Title 2a 78 WIBOR reference rate futures contracts 78 Title 2b 79 Futures contracts on short-term, mid-term and long-term Treasury bonds 79 Title 3 82 Currency futures contracts 82 Title 4 84 Single-stock futures 84 Section 3 88 Options 88 Title 1 88 General provisions 88 Title 2 88 Index options 88 Section 4 91 Index participation units 91 CHAPTER ISSUING AND SUBMITTING CONTRACT NOTES 92 CHAPTER CANCELLATION OF EXCHANGE TRADES 93 CHAPTER SHORT SELLING ORDERS AND TRADES [REPEALED] 95 4

5 CHAPTER RULES OF TRADING IN FINANCIAL INSTRUMENTS IN CASE OF RIGHTS ATTACHED TO SUCH INSTRUMENTS BEING EXERCISED 96 Section 1 96 Trading in shares with pre-emptive rights 96 Section 2 98 Decrease of the par value of shares (split of shares) 98 Section 3 99 Increase of the par value of shares (merger of shares) 99 Section Trading in shares with dividend rights 100 Section Trading in shares with dividend rights (dividend payment in shares) 101 Section Trading in shares in connection with a split through spin-off 103 DIVISION DETAILED RULES OF TRADING 105 IN THE MARKET MAKER SYSTEM 105 CHAPTER GENERAL PROVISIONS 105 CHAPTER TRADING SCHEDULE AND PHASES 106 CHAPTER RULES OF OPERATION OF MARKET MAKERS 108 Section General provisions 108 Section Request for Quote (RFQ) 108 Section Request for Execution (RFE) 109 CHAPTER INSTRUMENT STATUS AND COLLARS 110 Section General provisions 110 Section Basic status 110 Section Buy Order Only status 111 Section Sell Order Only status 112 CHAPTER DETAILED RULES OF ACCEPTING, MODIFYING AND CANCELLING BROKER S ORDERS 113 Section General provisions 113 Section Types of broker s orders 114 Section Broker s order validity designation 116 Day orders (D) 116 Section Additional conditions of execution of orders 117 5

6 Section Cancellation and modification of broker s orders 118 CHAPTER DETAILED RULES OF EXECUTION OF BROKER S ORDERS 119 Section General provisions 119 Section Executing broker s orders opening auction 120 Section Executing broker s orders continuous trading phase 121 Title General rules - Segment A 121 Title General rules Segment B 121 Title Executing awaiting MO orders - Segments A and B 121 Title Executing orders in uncrossing - Segments A and B 122 Section Executing broker s orders in cross trade 123 CHAPTER TICK SIZES 124 CHAPTER SUSPENDING TRADING IN STRUCTURED INSTRUMENTS 124 CHAPTER CALCULATING THE REFERENCE LEVEL 127 DIVISION SPECIAL TRADES 128 CHAPTER GENERAL PROVISIONS 128 CHAPTER INDICATION OF INTEREST - IOI 128 CHAPTER BLOCK TRADES 130 Section General provisions 130 Section Shares block trades 131 Section Futures contracts or options block trades 132 Section ETF units block trades 133 Section Block trades in other financial instruments 134 Section Final provisions 135 CHAPTER BUY-IN/SELL-OUT TRANSACTIONS (BISO TRANSACTIONS) 135 CHAPTER DETAILED PROCEDURE FOR RESPONDING TO TENDER OR EXCHANGE OFFERS FOR EXCHANGE-LISTED SHARES 137 6

7 DIVISION DETAILED RULES OF DESIGNATING EXCHANGE-LISTED FINANCIAL INSTRUMENTS 139 DIVISION CURRENT AND PERIODICAL REPORTING RULES FOR ISSUERS OF EXCHANGE-LISTED FINANCIAL INSTRUMENTS 141 EXHIBITS: 143 Exhibit Exhibit Application and combination of validity designations and conditions of execution of broker s orders during their modification on the cash and derivative market 145 Exhibit Opinion of an investment company 147 Exhibit Application for admission to operate on the exchange 149 Exhibit Application for change of the scope of an exchange member s exchange operations 157 Exhibit Application to determine the start date of an exchange member s exchange operations 158 Exhibit 7 Application for entering a candidate into the register of supervising brokers 159 Exhibit 8 Application for the cancellation/notice of withdrawal of an application for the cancellation of an exchange transaction 161 Exhibit Declaration of will of an exchange member counterparty to an exchange transaction 163 7

8 DIVISION 1 DETAILED RULES OF ADMITTING AND INTRODUCING FINANCIAL INSTRUMENTS TO EXCHANGE TRADING Chapter 1 Admission of financial instruments to exchange trading 1 1. An application for the admission of financial instruments to exchange trading should include in particular: a) the issuer s name (business name), b) the number of the financial instruments subject to the application, their par value, type, code or series and date of issue, c) the market to which the financial instruments are to be admitted, d) the issue price and issue value of the issue/series, e) the legal basis of the issue, f) information on where and when an appropriate information document has been published and approved by a relevant supervision authority, or confirmed as equivalent by that authority, unless such information document does not need to be prepared, approved or confirmed as equivalent, g) the issuer s statement of transferability of the financial instruments subject to the application, h) the issuer s statement that no bankruptcy or liquidation proceedings are pending against the issuer, i) the issuer s statement on effective issue of the financial instruments subject to the application and the date of their allotment, j) the issuer s statement of compliance with the regulations governing the exchange, k) information whether the issuer has sought the admission of participation titles to trading on another regulated market or in an alternative trading system, l) information about the intention to introduce the instruments subject to the application to exchange trading by way of public offer for sale (if the issuer intends to introduce the instruments by way of such procedure). 2. Values in a foreign currency are converted in the application using the current mid exchange rates announced by the National Bank of Poland and prevailing on the day preceding the submission date of the application for admission to exchange trading. 8

9 The application referred to in 1 should be accompanied in particular by: a) the updated and consolidated articles of association of the issuer, 2 b) an updated excerpt from the register relevant to the issuer, c) documents which constitute the legal basis of issue of the financial instruments subject to the application, d) an appropriate information document approved by the relevant supervision authority, or confirmed as equivalent by that authority, and where such information document does not need to be prepared, approved or confirmed as equivalent the appropriate statement of the issuer to that effect, e) information on any events that occurred after the publication of the information document that could have a material effect on the evaluation of the issuer or the issuer s securities, f) a copy of the decision of the relevant supervision authority concerning approval of the information document or its confirmation as equivalent, subject to the provisions of point (d), g) statement of submission to the Financial Supervision Authority of a notification document confirming the approval of the information document in the home country, if required pursuant to the relevant provisions of the Act on Public Offering, subject to the provisions of point (d), h) statement of no procedure pending before the relevant supervision authority concerning approval of the information document or its confirmation as equivalent, or concerning amendments, annexes or additions to the information document, subject to the provisions of point (d) In addition to the data specified in 1, the application for admission of shares or rights to shares to exchange trading should include: a) the issue prices and the selling prices of the shares in the public offer, b) information on the structure of ownership of the shares and the manner of their distribution, c) information whether the issuer has applied for the admission of its shares to trading on another regulated market or in an alternative trading system, d) information on the value of the issuer s equity, the book value and the total number of issued shares, e) projected net profit, provided that it was disclosed to the general public. 2. In addition to the documents specified in 2, the application for admission of shares to exchange trading should be accompanied by an opinion of an investment company. The company granting such opinion may not be the issuer filing the application referred to in sub-paragraph 1 or its subsidiary or controlling entity. A specimen opinion is attached as Exhibit 3 to the Detailed Exchange Trading Rules In addition to the data specified in 1, an application for admission of debt financial instruments (bonds other than structured bonds, and mortgage bonds) to exchange 9

10 trading should include the dates and the terms and conditions of redemption of the financial instruments. 2. In addition to the documents specified in 2, the application referred to in subparagraph 1 should be accompanied by an agreement for representation executed between the issuer of bonds and the representing bank if such an agreement is required In addition to the data specified in 1, an application for admission of investment certificates to exchange trading should include the value of issue subject to the application. 2. In addition to the documents specified in 2, the application referred to in subparagraph 1 should be accompanied by: a) statutes of the investment fund and articles of association of the investment fund company, b) an excerpt from the register of investment funds or from the register of the investment fund company In addition to data specified in 1, an application for admission of depositary receipts to exchange trading should include: a) the legal basis of the issue of the depositary receipts, b) the value of the depositary receipts subject to the application. 2. In addition to the documents specified in 2, the application referred to in subparagraph 1 should be accompanied by a copy of the agreement with the underlying issuer under which the depositary receipts were issued (if such an agreement is executed) In addition to the data specified in 1, an application for the admission of ETF units (hereinafter units ) to exchange trading should include: the issue price of the units and the value of the issue subject to the application, or if it is not possible to specify that price the value of the issuer s net assets. 2. In addition to the documents specified in 2, the application referred to in subparagraph 1 should be accompanied by a declaration of the issuer s being entered in the register referred to in Article 263 of the Act on Investment Funds of 27 May In addition to the data specified in 1, an application for the admission of put/call warrants, structured certificates or structured bonds to exchange trading should include information on the form and date of publication of the detailed final terms of the issue ( final terms ) of the instruments subject to the application if the preparation of the final terms is required according to the applicable legal regulations. 10

11 2. In addition to the documents specified in 2, the application referred to in subparagraph 1 should be accompanied by the detailed final terms referred to in subparagraph 1 if the preparation of the final terms was required according to the applicable legal regulations, or a statement that it was not required. 9 If information or documents accompanied an application previously submitted to the Exchange and their content has not changed, then instead of resubmitting such information or documents, the issuer may include in the application or in a separate letter a relevant statement and the date of the previous submission of such information or documents to the Exchange. 10 The Exchange Management Board may require the issuer to provide additional information, statements or documents necessary to make a decision concerning the admission of the financial instruments to exchange trading. Chapter 2 Introduction of financial instruments to exchange trading by way of an ordinary procedure Section 1 General provisions An application for introduction of financial instruments to exchange trading should include in particular: a) the issuer s name (business name), b) the number of the financial instruments subject to the application, their par value, type, code or series and date of issue, c) the market to which the financial instruments are to be introduced, d) the issue price and issue value of the issue/series, e) the legal basis of the issue, f) the code under which the instruments are to be registered in the securities depository, g) the proposed date of introduction to trading, h) abbreviations suggested by the issuer i) the issuer s statement on effective issue of the financial instruments subject to the application and the date of their allotment. 11

12 2. Values in a foreign currency are converted in the application using the current mid exchange rates announced by the National Bank of Poland and prevailing on the day preceding the submission date of the application for introduction to exchange trading The application for introduction of financial instruments to exchange trading should be accompanied in particular by: a) an updated excerpt from the appropriate register, b) the updated and consolidated articles of association of the issuer, c) documents of the National Depository for Securities determining the code under which the instruments are to be registered in the securities depository, d) an appropriate information document approved by the relevant supervision authority, or confirmed as equivalent by that authority, and where such information document does not need to be prepared, approved or confirmed as equivalent the appropriate statement of the issuer to that effect, e) a copy of the decision of the relevant supervision authority concerning approval of the information document or its confirmation as equivalent, subject to the provisions of point (d), f) statement of submission to the Financial Supervision Authority of a notification document confirming the approval of the information document in the home country, if required pursuant to the relevant provisions of the Act on Public Offering, subject to the provisions of point (d). 2. If information or documents accompanied an application previously submitted to the Exchange and their content has not changed, then instead of resubmitting such information or documents, the issuer may include in the application or in a separate letter a relevant statement and the date of the previous submission of such information or documents to the Exchange. 13 The Exchange Management Board may require the issuer to provide additional information, statements or documents necessary to make a decision concerning the introduction of the financial instruments to exchange trading. Section 2 Shares 14 In addition to the data specified in 11, the application for introduction of shares to exchange trading should include: a) the total number of issued shares, b) the total number of votes at the general meeting for shares, c) the total number of shares admitted to exchange trading, d) the number of owners of shares that were admitted to exchange trading (including shares not subject to the application), e) the issuer s structure of ownership. 12

13 Section 3 Rights to shares Rights to shares are introduced to exchange trading by the Exchange Management Board on the issuer s written application. 2. No rights to shares may be traded unless the issuer notifies of the allotment of shares and the National Depository for Securities registers the rights to shares. 16 In addition to the documents specified in 12, the application for introduction of rights to shares to exchange trading should be accompanied by documents of the National Depository for Securities confirming the registration of the rights to shares subject to the application in the securities depository. 17 The Exchange Management Board, in consultation with the issuer and as agreed with the National Depository for Securities, determines the first and last trading dates for the rights to shares on the exchange. Section 4 Pre-emptive rights Pre-emptive rights are listed on the exchange effective from the second session trading day following the day on which the issuer has informed the general public about the issue price of the new issue shares, but in any event not earlier than on the second session trading day once the prerequisites for admission of such pre-emptive rights to exchange trading, set forth in the Exchange Rules, have been met. 2. If the prerequisites, referred to in sub-paragraph 1, have been fulfilled until 9.00 a.m. on a certain trading session day, the pre-emptive rights are listed on the exchange effective from the session trading day immediately following such day. 3. The last trading date for pre-emptive rights is the session held on the third trading day before the subscription end date Pre-emptive rights obtain exchange listing provided that they are going to be listed for a period of at least one trading day, as determined under The Exchange Management Board informs the general public in a communiqué of the trading dates for pre-emptive rights

14 Where specifically justified, the Exchange Management Board may determine preemptive right trading dates other than those stipulated in 18. The trading unit is one pre-emptive right. 21 Section 5 Debt financial instruments (other than Treasury bonds) The provisions of this Section apply where bonds issued by issuers other than the State Treasury and the National Bank of Poland (other than structured bonds) and mortgage bonds, hereinafter debt financial instruments, are introduced to exchange trading. 2. Debt financial instruments are introduced to exchange trading by the Exchange Management Board on the issuer s written application. 3. The application for introduction should cover all the debt financial instruments in an issue or series marked with the same code that have been issued and admitted to exchange trading In addition to the data specified in 11, the application for introduction of debt financial instruments to exchange trading should include: a) the number of investors to whom the instruments were allotted, b) the allotment date, c) the maturity, d) the planned last trading date on the exchange. 2. In addition to the documents specified in 12, the application for introduction should be accompanied by the terms of issue for the series of financial instruments subject to the application The issuer of debt financial instruments or an entity designated by it provides the Exchange with interest rate schedules in such electronic form as agreed with the Exchange. 2. Interest rate schedules referred to in sub-paragraph 1 should be provided to the Exchange at or before 15:00 on the trading day preceding the first trading day for debt financial instruments the schedules refer to, and in the case of already listed debt financial instruments, at or before 16:30 on the third trading day before the beginning of a subsequent interest period. 14

15 3. The issuer is responsible for the correctness of data contained in the interest rate schedules referred to in sub-paragraph 1. The Exchange discloses the interest rate schedules referred to in sub-paragraph 1 to the general public. 4. If the issuer or an entity designated by it fails to provide interest rate schedules for already listed debt financial instruments within the time limits referred to in subparagraph 2, trading in such instruments is suspended: 1) until the end of the trading day on which such schedules are provided to the Exchange if they are provided by 16:30, or 2) until the end of the trading day following the day on which such schedules are provided to the Exchange if they are provided after 16: If the issuer or an entity designated by it provides information that data in an interest rate schedule are incorrect, the Exchange Management Board or the chairman of the session may suspend trading in debt financial instruments concerned by the schedule. The chairman of the session may suspend trading no longer than by the end of the current trading session. The Exchange shall take no other measures in relation to the provision of incorrect data in an interest rate schedule, in particular it shall not modify trade records or modify information on trades and trading in relevant instruments. 6. The issuer of relevant instruments shall be liable for any consequences of providing incorrect data in an interest rate schedule The issuer of debt financial instruments immediately informs the general public of the number of debt financial instruments it has repurchased to redeem them before maturity. 2. The Exchange informs the general public of the number of debt financial instruments that continue to be traded on the exchange. 3. If any or all of the debt financial instruments in an issue (series) are repurchased by the issuer to be redeemed before maturity, the Exchange Management Board may decide to delist the instruments in that issue (series). 26 The Exchange informs the general public of the last trading day for debt financial instruments in a given issue (series), as agreed with the issuer. Section 6 Treasury bonds Treasury bonds (State Treasury bonds) are introduced to exchange trading by the Exchange Management Board on a written application of the Finance Minister. 2. In addition to the data specified in 11, the application referred to in sub-paragraph 1 should include: 15

16 a) the maturity date, b) the planned last trading date on the exchange. 3. In addition to the documents specified in 12(c), the application referred to in subparagraph 1 should be accompanied by: a) the document which constitutes the legal basis of issue of the bonds, b) a copy of the issue letter submitted to the National Depository for Securities All the Treasury bonds in an issue/series must be introduced to exchange trading. 2. The Exchange informs the general public of the last trading day for Treasury bonds in a given issue/series, as agreed with the issuer The issuer of Treasury bonds or an entity designated by it provides the Exchange with interest rate schedules in such electronic form as agreed with the Exchange. 2. Interest rate schedules referred to in sub-paragraph 1 should be provided to the Exchange at or before 15:00 on the trading day preceding the first trading day for bonds the schedules refer to, and in the case of already listed bonds, at or before 16:30 on the third trading day before the beginning of a subsequent interest period. 3. The issuer is responsible for the correctness of data contained in the interest rate schedules referred to in sub-paragraph 1. The Exchange discloses the interest rate schedules referred to in sub-paragraph 1 to the general public. 4. If the issuer or an entity designated by it fails to provide interest rate schedules for already listed bonds within the time limits referred to in sub-paragraph 2, trading in such bonds is suspended: 1) until the end of the trading day on which such schedules are provided to the Exchange if they are provided by 16:30, or 2) until the end of the trading day following the day on which such schedules are provided to the Exchange if they are provided after 16: If the issuer or an entity designated by it provides information that data in an interest rate schedule are incorrect, the Exchange Management Board or the chairman of the session may suspend trading in bonds concerned by the schedule. The chairman of the session may suspend trading no longer than by the end of the current trading session. The Exchange shall take no other measures in relation to the provision of incorrect data in an interest rate schedule, in particular it shall not modify trade records or modify information on trades and trading in relevant bonds. 6. The issuer of relevant bonds shall be liable for any consequences of providing incorrect data in an interest rate schedule. 16

17 Section 7 Investment certificates Investment certificates are introduced to exchange trading by the Exchange Management Board on the issuer s written application. 2. The application for introduction should cover all the investment certificates in an issue that have been issued and admitted to exchange trading. 3. In addition to the documents specified in 12(c), the application for introduction should include an updated excerpt from the register of investment funds If all exchange-listed investment certificates in an issue/series marked with the same ISIN code have been redeemed, the issuer immediately notifies the Exchange thereof, giving in particular the number of the redeemed certificates and the redemption date. 2. In the event referred to in sub-paragraph 1, the Exchange immediately informs trading participants of the delisting of such certificates. 32 If an issuer of exchange-listed investment certificates is liquidated, the last trading date for this issuer s certificates is the session held on the third trading day before the liquidation is opened, unless the Exchange Management Board decides otherwise. 33 If a fund s income is paid to the fund participants without their investment certificates being repurchased, the trade in such certificates is governed by the trading rules for shares with dividend rights. Section 8 ETF units ETF units (hereinafter units ) are introduced to exchange trading by the Exchange Management Board on the issuer's written application. 2. The application for introduction should cover all the units in an issue that have been issued and admitted to exchange trading

18 1. If all exchange-listed units in an issue/series marked with the same ISIN code have been repurchased/redeemed, the issuer immediately notifies the Exchange thereof, giving in particular the number of the redeemed units and the repurchase/redemption date. 2. In the event referred to in sub-paragraph 1, the Exchange immediately informs trading participants of the delisting of such units. 36 If an issuer of exchange-listed units is liquidated, the last trading date for this issuer s units is the session held on the third trading day before the liquidation is opened, unless the Exchange Management Board decides otherwise. 37 If a fund s income is paid to the fund participants without their units being repurchased/redeemed, the trade in such units is governed by the trading rules for shares with dividend rights. 37a An issuer of units shall immediately provide the Exchange with information about the payment of a dividend to unit holders, the amount of the dividend, the amount of the dividend per unit, the dividend record date and the dividend payment date. Section 9 Structured instruments (structured certificates, structured bonds and put/call warrants) Structured instruments are introduced to exchange trading by the Exchange Management Board on the issuer s written application. 2. The application for introduction should cover all the structured instruments in an issue/series marked with the same ISIN code that have been issued and admitted to exchange trading. 3. In addition to the documents specified in 12(c), the application for introduction should include the issuer s statement indicating the entity to perform the tasks of market maker for the instruments If all exchange-listed structured instruments in an issue/series marked with the same ISIN code have been repurchased/redeemed, the issuer immediately notifies the Exchange thereof, giving in particular the number of the redeemed instruments and the repurchase/redemption date. 18

19 2. In the event referred to in sub-paragraph 1, the Exchange immediately informs trading participants of the delisting of such instruments. 39a The Exchange shall publish information about the last day of trading of structured instruments of an issue/series determined on the basis of information provided by their issuer or included in the relevant information document or other documents prepared in connection with the issue of such structured instruments. Chapter 3 Introduction of financial instruments to exchange trading by way of public offer for sale To introduce shares to exchange trading by way of public offer for sale, an exchange member makes an offer for sale as stipulated in 39 of the Exchange Rules. 2. In addition to the data specified in the Exchange Rules, the offer for sale should include: a) the designation of shares to be offered (name), b) the proposed date of the sale, c) a time limit for exchange members to accept buy orders, d) requirements for buyers, e) the proposed transaction settlement period. 3. If the offered financial instruments are stated in a foreign currency, the amount referred to in 40 of the Exchange Rules is converted into that foreign currency using the mid exchange rate for that currency announced by the National Bank of Poland and prevailing on the last trading day before the offer for sale is made. 41 The offer for sale referred to in 40 of the sponsoring exchange member should be accompanied in particular by: a) an appropriate information document approved by the relevant supervision authority, unless such information document does not need to be prepared or approved, b) the issuer s application for introduction of shares to exchange trading, c) the shareholder s authorisation for the sponsoring exchange member to allot the shares, d) the sponsoring exchange member s authorisation for the exchange member s attorney-in-fact to allot the shares. 42 The Exchange Management Board sets out the date of the trading session in which the offer for sale is to be conducted, as well as the time limits and rules under which the exchange will accept sell order(s) and buy orders and the validity period of such orders. 19

20 43 1. (repealed) 2. The orders referred to in 42 must be limit orders with no additional requirements. 3. The provisions of 37 of Division 4 do not apply to the modification of orders referred to in 42. In case of a modification, the priority of time of acceptance of the order is waived and the modification is considered submission of a new order. 44 Unless the offer for sale provides otherwise, where the shares are sold other than at a determined fixed price, transactions resulting from broker s orders referred to in 42 are made in accordance with the following rules: a) the offer price is determined by the sponsoring exchange member in accordance with 134.2(1) and (2) of the Exchange Rules, b) the orders are executed as follows: - all the buy orders with a limit price higher than the determined price should be executed in full, - the buy orders with a limit price equal to the determined price may be executed in full or in part, or may remain unexecuted, - no buy orders with a limit price lower than the determined price are executed, c) if, given the determined price, there is a buy surplus (limit orders to buy at the determined price cannot be executed in full), the limit orders to buy at the determined price are allocated, i.e., they will be executed in part in accordance with the following formula: aggregate size of executed limit orders to buy at the determined price = aggregate size of limit orders to buy at the determined price x rate of allocati on where: rate of alloca tion = 100% total number of shares in limit orders to buy at or above the determined price total number of shares in limit orders to buy at the determined price total number of shares in sell orders x 100 % 20

21 d) if, given the determined price, the number of shares in the limit orders to buy at or above the determined price is equal to or lower than the number of shares in the sell orders, all the buy orders are executed in full. 45 Unless the offer for sale provides otherwise, where the shares are sold at a determined fixed price, transactions resulting from broker s orders referred to in 42 are made in accordance with the following rules: a) if there is a buy surplus (buy orders cannot be executed in full), the buy orders are allocated, i.e., they will be executed in part in accordance with the following formula: aggregate size of executed buy orders whe re: = aggregate size of buy orders x rate of alloca tion rate of alloca tion total number of shares in x 100% = total sell orders number of shares in buy orders b) if the number of shares in the buy orders is equal to or lower than the number of shares in the sell orders, all the buy orders are executed in full. 45a If an offer for sale is executed by submitting more than one sale order, the Exchange Management Board sets out the rules of executing sale orders. 46 Immediately after the sale has closed, the sponsoring exchange member must inform the general public of the number of shares sold. 47 Whenever financial instruments other than shares are introduced to exchange trading by way of public offer for sale, the provisions of apply accordingly. 21

22 DIVISION 2 DETAILED OPERATING RULES FOR EXCHANGE MEMBERS AND MARKET MAKERS Chapter 1 Exchange members and exchange member representatives Section 1 Exchange members 1 1. Admission to operate on the exchange is granted according to the provisions of the Exchange Rules on the application of the interested entity. A specimen application is attached as Exhibit 4 to the Detailed Exchange Trading Rules. 2. A change of the scope of operation of an exchange member on the exchange is made according to the provisions of the Exchange Rules on the application of the interested entity. A specimen application is attached as Exhibit 5 to the Detailed Exchange Trading Rules. 3. The start date of operation of an exchange member on the exchange is determined according to the provisions of the Exchange Rules on the application of the interested entity. A specimen application is attached as Exhibit 6 to the Detailed Exchange Trading Rules. 4. An entity applying for admission to operate on the exchange or an exchange member in connection with applying for a change of the scope of its operation on the exchange proves its ability to correctly settle exchange transactions by way of providing the Exchange with: a) a confirmation from KDPW_CCP S.A. that the exchange member has the status of clearing member, or b) a confirmation from KDPW_CCP S.A. that another entity, with which the exchange member executed an agreement for clearing exchange transactions, has the status of clearing member, and a copy of that agreement. 5. Exchange members must meet technical and organisational criteria specified in the agreement concerning access of the exchange member to Exchange IT systems. 22

23 Section 2 Exchange brokers 2 An exchange member may not restrict the exchange broker s operations on the exchange. 3 An exchange broker is responsible in particular for submission of broker s orders to the exchange in accordance with the regulations governing the exchange. Submission of an order is understood in particular as its verification and authorisation in accordance with the internal regulations of the exchange member, so as to enable the exchange member to allocate the order to that exchange broker Upon an exchange member s request, the Exchange assigns the supervising broker a 4brokernet access profile enabling further access profiles to be created. 2. An exchange member maintains a register of individuals having access to 4brokernet and make it available upon written request of the Exchange. 5 An exchange member maintains a register of exchange brokers and makes it available upon written request of the Exchange. 6 An exchange member maintains records of broker s orders. The records should be kept for minimum five years. Section 3 Supervising brokers 7 1. A supervising broker is responsible in particular for: a) maintaining a register of the exchange member s exchange brokers, b) verifying the qualifications and experience of exchange brokers in accordance with the criteria specified in sub-paragraph 4, c) supervising the exchange member s exchange brokers, d) admitting the exchange member s exchange brokers to submitting orders to the exchange, 23

24 e) supervising whether the regulatory requirements are complied with when broker s orders are submitted, f) managing the creation and implementation of procedures for submitting orders to the exchange, g) acting as a contact person for authorised exchange staff members and other exchange members in matters concerning transactions made on the exchange, h) creating and managing 4brokernet access profiles. 2. The procedures referred to in sub-paragraph 1(f) should include in particular: a) the procedure to grant authorisations to exchange brokers, including the rules of verifying their qualifications and experience by an exchange member, including at least the criteria specified in sub-paragraph 4, b) the rules of submitting orders to the exchange, c) the rules of screening orders, including determination of limits concerning the entered orders and rules of establishing limits, d) the rules of an exchange broker s access to the system of the exchange member enabling access to submission (verification) of orders to the exchange (granting access profiles). 3. An exchange member keeps records of the procedures referred to in sub-paragraph 2 and records of broker s orders including information about the supervising broker responsible for a given procedure and its application to individual broker s orders. An exchange member makes the records available upon written request of the exchange. The records should be kept for minimum five years. 4. An exchange member applies the following criteria for assessment of qualifications and experience of exchange brokers, ensuring efficient and safe participation in exchange trading: a) knowledge of exchange regulations, procedures and recommendations related to exchange trading organisation, b) knowledge of the exchange member s internal procedures related to the rules of submitting broker s orders to the exchange, c) practical knowledge of the rules of submitting broker s orders to the exchange. 5. An exchange member, upon request of the Exchange, documents the verification made, as referred to in sub-paragraph 1(b) A specimen application for entering a candidate into the register of supervising brokers is attached as Exhibit 7 to the Detailed Exchange Trading Rules. 2. The application should be accompanied by a certificate of the candidate s passing the examination on knowledge of the regulations governing the exchange, the procedures and rules of submitting broker s orders and receiving information for the purpose of conducting the trading or a certificate referred to in 95.5 of the Exchange Rules. 3. The Exchange informs the exchange member and the Financial Supervision Authority about any changes to the register of supervising brokers. 9 24

25 An exchange member ensures that authorised Exchange staff members can contact the relevant supervising broker by telephone. Chapter 2 Detailed operating rules for market makers on the cash and derivatives market The performance of actions of a market maker of specific financial instruments under a contract referred to in 81 of the Exchange Rules may start upon the receipt by the Exchange of information from the National Depository for Securities concerning the opening of registration accounts to record transactions executed by the given exchange member as a part of performing the tasks of a market maker of organised trading for those financial instruments. 2. In the case of a non-member entity referred to in 81.1 of the Exchange Rules, operations referred to in sub-paragraph 1 may start provided that such entity designates an exchange member through which the orders of that entity are to be submitted as part of performing the tasks of a market maker. The provisions of subparagraph 1 apply accordingly to the exchange member referred to in the first sentence Subject to sub-paragraph 3, among the tasks of a market maker aiming at supporting the liquidity of a given financial instrument are in particular to submit buy and sell orders for a given financial instrument on its own account. 2. Orders referred to in sub-paragraph 1 must meet requirements set out by the Exchange in the market maker s contract referring in particular the minimum value or size, the maximum spread between the limit prices in the best of these orders (the highest price limit for limit orders to buy and the lowest price limit for limit orders to sell). 3. In the market maker s contract, the Exchange sets out conditions under which it is possible to submit buy orders only or sell orders only In the continuous trading system, as part of the tasks referred to in 11.1, the market maker in particular: a) enters, no later than five minutes before the opening and closing prices are determined, unless the contract provides otherwise, and maintains, subject to 11.3, throughout the continuous trading, buy and sell orders meeting the requirements referred to in 11.2, b) throughout the continuous trading, aligns from time to time their own orders with the requirements set out in point (a), with a reaction time not exceeding five minutes. 25

26 2. In the single-price auction system, as part of the tasks referred to in 11.1, subject to 11.3, the market maker in particular enters, no later than five minutes before the opening auction, buy and sell orders meeting the requirements referred to in If any of the orders referred to in 11.1 are iceberg orders, their hidden size may not be lower than the minimum size or value of orders as specified in the market maker s contract. 2. The orders referred to in 11.1 must contain a correct operations type designation referred to in Division A market maker, during a trading session, is released from the duties set out in 11.1 once at least one of the following limits has been exceeded, if such limits have been set out in the market maker s contract: a) daily commitment limit, this limit being here understood as the difference between the number or value of financial instruments that have been purchased and those that have been sold (or, as the case may be, those that have been sold and those that have been purchased) during a trading session by the market maker in their capacity as such, b) total commitment limit, this limit being here understood as the number of open interests for a financial instrument (series) in the case of derivatives, c) global commitment limit, this limit being here understood as the sum total of open interests in all series of a class of a financial instrument in the case of derivatives (class in the meaning of the relevant terms of trading). 15 In special cases, and on the application of a market maker: a) the chairman of the session may release that market maker from the duties set out in 11.1, but only for the duration of that session, b) a member of the Exchange Management Board or an Exchange staff member authorised by the Exchange Management Board may release the market maker from the duties set out in 11.1, but only for a term. 16 The Exchange discloses to the general public information on contracts with market makers, in particular the start and end date of the market maker s performance of tasks for a financial instrument. 17 The provisions of apply accordingly to a non-member entity that has agreed to perform the tasks of a market maker on the exchange. 26

27 18 The detailed operating rules for market makers in organisation of trading in financial instruments in the market maker system are set out in the provisions of Division 5 ( Detailed rules of trading in the market maker system ). DIVISION 3 Exchange production IT system access 1 1. The Exchange production IT system, hereinafter the exchange IT system, comprises: a) the transaction system and b) the exchange information system. 2. An exchange member s access to the exchange IT system for the purpose of conducting trading is based on an agreement concerning access of the exchange member to exchange IT systems on the terms and conditions set out therein. 2 The right to access the exchange IT system is vested only in: a) exchange members through exchange brokers as regards access to the transaction system and the exchange information system to the extent necessary to operate on the exchange, b) authorised Exchange staff members as regards access to the transaction system and the exchange information system to the extent compliant with the trading organisational framework, c) authorised staff members of the Financial Supervision Authority Office as regards access to the exchange information system, d) other persons upon the approval of the Exchange Management Board and following the rules laid down therein, e) KDPW_CCP S.A. on such terms and conditions as determined in an agreement executed under of the Exchange Rules The exchange member s right to access the exchange IT system is understood as: a) the right to connect to and communicate with the transaction system for the purpose of placing, modifying and cancelling broker s orders and receiving information on the status of orders placed and transactions made in order for the exchange member to conduct the exchange trading, and b) the right to connect to the exchange information system for the purpose of accessing exchange information in order for the exchange member to conduct the exchange trading. 27