Change of the Business Profile of the Subsidiaries WSEInfoEngine and Instytut Rynku Kapitałowego – WSE Research
In Q2 2013, WSE increased the share capital of Instytut Rynku Kapitałowego – WSE Research S.A. (“IRK”) from PLN 1.0 million to PLN 1.6 million. In Q2 2013, the Ordinary General Meeting of WSEInfoEngine (“WSE IE”) decided to increase the share capital from PLN 3.4 million to PLN 4.4 million. The new shares of WSE IE were acquired in Q3 2013. In Q4 2013, the Ordinary General Meeting of WSE IE decided to increase the share capital from PLN 4.4 million to PLN 5.4 million. The new shares of WSE IE were acquired in Q4 2013.
In Q2 2013, IRK took over the media business from WSE IE. Currently the business of IRK focuses on the provision of IR/PR support services to companies listed on WSE and on the organization of training on the capital market. WSE IE acts as a trade operator on the commodity market and is developing services offered by the WSE Group to commodity market participants among others to include an OTC commodity platform (the platform went operational on 15 October 2013).
Reorganisation of the WSE Group’s Activity on the Commodity Market
In Q3 2013, WSE initiated the reorganisation of the WSE Group’s companies active on the commodity market by concentrating the commodity market activities within a holding 100% controlled by WSE. WSE acquired 100% of shares in the share capital of WSE Commodities on 28 August 2013. The purchase price of the shares was PLN 13,450. WSE decided to increase the share capital of WSE Commodities in order to pay for 1,900 newly issued shares on 28 August 2013. The amount of the capital increase was PLN 95,000. The share capital of WSE Commodities is now PLN 100,000. WSE intends to transfer to WSE Commodities 100% of shares held in PolPX Group companies and WSEInfoEngine. Considering the current and planned scope of activity of PolPX, WSEIE and WCCH, WSE expects that the concentration of these companies within a specially established holding will provide potential business benefits.
Creation of a Tax Group
With a view to tax optimisation of the reorganisation of the Group and its activity, WSE decided to set up a tax group comprised of WSE and WSECommodities. Consequently, on 28 August 2013, WSE and WSECommodities signed an agreement concerning the creation of a tax group for a period of three fiscal years starting on 1 December 2013 and ending on 31 December 2016 (the first fiscal year will be 13 months long). The agreement was registered by the First Tax Office in Warsaw on 3 October 2013.
Change of Managing Persons of WSE Group Companies
PolPX
In 2013, the Management Board of the Polish Power Exchange consisted of:
- Ireneusz Łazor – President;
- Adam Simonowicz – Vice-President.
WCCH
The Management Board of the Warsaw Commodity Clearing House did not change in 2013 and consisted of:
- Dariusz Bliźniak – President;
- Andrzej Kalinowski – Member.
WSE InfoEngine
As at 1 January 2013, Mirosław Szczepański was the President of the Management Board of WSE InfoEngine. Renata Żukowska was appointed as President as of the beginning of March 2013 and remained in office until 6 May 2013. Following the change to the business profile of WSE InfoEngine and Instytut Rynku Kapitałowego – WSE Research in Q2 2013 (see above), Grzegorz Onichimowski was appointed as President as of 7 May 2013.
Instytut Rynku Kapitałowego – WSE Research
As at 1 January 2013, Mirosław Szczepański was the President of the Management Board of WSE Instytut Rynku Kapitałowego – WSE Research. He was dismissed on 28 February 2013. Renata Żukowska was appointed as President as of 1 March 2013.
BondSpot
As at 1 January 2013, the Management Board of BondSpot S.A. consisted of:
- Teresa Rogalska – President;
- Robert Kwiatkowski – Vice-President.
Teresa Rogalska resigned from her function as Member of the Management Board of BondSpot S.A. on 15 March 2013 effective as of 5 April 2013. The Supervisory Board of BondSpot S.A. at its meeting on 31 March 2013 delegated Agnieszka Gontarek, Member of the Supervisory Board of BondSpot S.A., to temporarily perform the function of Management Board Member (for a period no longer than 3 months).
On 21 March 2013, the Supervisory Board of BondSpot S.A. appointed Piotr Woliński as Vice-President of the Management Board. The decision took effect on 9 May 2013, the day of delivery to BondSpot S.A. of the decision of the Polish Financial Supervision Authority approving the change.
On 8 April 2013, the Company’s Ordinary General Meeting appointed Jacek Fotek to the Management Board of BondSpot S.A. as President. The resolution of the Ordinary General Meeting took effect on 22 May 2013, the day of delivery to BondSpot S.A. of the decision of the Polish Financial Supervision Authority.
On 9 May 2013, the Supervisory Board of BondSpot S.A. appointed Anna Grabowska to the Management Board of BondSpot S.A. as its Member. The decision took effect on 10 June 2013.
On 10 May 2013, Robert Kwiatkowski resigned from his function as Member of the Management Board of BondSpot S.A. as of 12 May 2013.
As at 31 December 2013, the Management Board of BondSpot S.A. consisted of:
- Jacek Fotek – President;
- Piotr Woliński – Vice-President;
- Anna Grabowska – Member.
Change of managing persons of WSE and the issuer’s organizational structure
As at the beginning of 2013, following the changes on the Management Board of the Warsaw Stock Exchange described in detail in section 3.9 of this Report, a new organizational structure of WSE took effect.
Structural and functional reporting lines as at 31 December 2013.
Furthermore, the Analysis, Strategy and Development Department was taken out of the structure of the Market Development Line as of 1 February 2014 and now reports directly to the President of the Management Board.