The Exchange Management Board consists of five members, including the President of the Management Board.

Composition of the Management Board of Warsaw Stock Exchange

The Exchange Supervisory Board at its meeting on 21 December 2012 adopted a resolution suspending Ludwik Sobolewski in his function as President of the Exchange Management Board for compelling reasons as of 21 December 2012. The Exchange Supervisory Board on 21 December 2012 adopted a resolution appointing Adam Maciejewski, Member of the Exchange Management Board, as Vice-President of the Exchange Management Board and acting President of the Exchange Management Board.

On 17 January 2013, on request of the State Treasury of the Republic of Poland, a shareholder representing 35.0% of the share capital of the Company, the Extraordinary General Meeting of WSE appointed Adam Maciejewski as President of the Exchange Management Board. The General Meeting decided to dismiss Ludwik Sobolewski from the Exchange Management Board. The changes took effect on 15 February 2013, i.e., the day of delivery to WSE of the decision of the Polish Financial Supervision Authority approving those changes to the Exchange Management Board.

On 22 February 2013, Lidia Adamska, Member of the Exchange Management Board, resigned from her function as of 31 March 2013. At its meeting on 22 February 2013, the Exchange Supervisory Board decided to:

• appoint Paweł Graniewski, Member of the Exchange Supervisory Board delegated to temporarily perform the function of Exchange Management Board Member, to the Exchange Management Board as Vice-President;
• appoint Mirosław Szczepański as a Member of the Exchange Management Board;
• appoint Beata Jarosz as a Vice-President of the Exchange Management Board.

On 9 April 2013, WSE received a decision of the Polish Financial Supervision Authority concerning approval for appointment of Paweł Graniewski and Mirosław Szczepański to the Exchange Management Board. As a result, the resignation of Paweł Graniewski from the Exchange Supervisory Board dated 22 February 2013 became effective, as described in section 3.8 of this Report.

On 22 May 2013, the Exchange Supervisory Board decided to appoint Dariusz Kułakowski as Exchange Management Board Member. The decision took effect on 20 September 2013, i.e., the day of delivery to the Company of the approval of the Polish Financial Supervision Authority for the change.

The current term of office of all Exchange Management Board members expires no later than at the General Meeting to be held to approve the financial statements for the financial year 2013.

The composition of the Management Board did not change after the balance sheet date.

Pursuant to Resolution No. 105/2013 of the Exchange Management Board dated 25 January 2013, each of the Exchange Management Board Members publishes on the Company’s website information about pursued business activities and capital investment in commercial law companies and partnerships for the purpose of a transparent and effective information policy.

Participation of Women and Men in the Exchange Management Board in 2011-2013

Appointment of Management Board Members

The Exchange Management Board consists of three to five members, including the President of the Management Board. The Exchange Management Board members are appointed for a joint four-year term. The President of the Management Board is appointed by the General Meeting. The other members of the Exchange Management Board are appointed by the Exchange Supervisory Board at the President’s request. At least one member of the Exchange Management Board should be appointed by a qualified majority of four-fifths of votes. However, if the Exchange Supervisory Board fails to appoint a Exchange Management Board member in such a manner within one month from the event which gives rise to the obligation to appoint such member, such member will be appointed by an absolute majority by the General Meeting.

The first election of Exchange Management Board members under the above rules is held to appoint Exchange Management Board members for a new term of office or in the case of expiry of a Exchange Management Board member’s mandate. Exchange Management Board members can serve as board members in other business entities only with the approval of the Exchange Supervisory Board.

Given that the Company operates a stock exchange, additional rules regarding the composition of the Exchange Management Board apply under the Act on Trading in Financial Instruments of 29 July 2005. Accordingly, the management board of a stock exchange should include persons with higher education, at least three years of experience in financial market institutions, and a spotless reputation as regards the functions they perform. If a company running an exchange organizes an alternative trading system, the above conditions should also be satisfied by the persons directing those activities, unless members of the Exchange Management Board direct the organization of the alternative trading system.

Changes to the composition of the Exchange Management Board require the consent of the Polish Financial Supervision Authority, which is granted at the request of the Exchange Supervisory Board. The Polish Financial Supervision Authority may refuse to grant consent if the proposed changes do not ensure that operations will be conducted in a way which does not jeopardize the safety of securities trading and properly safeguards the interests of participants in that trading.

Powers of the Exchange Management Board

The Exchange Management Board handles the Company’s affairs and assets, and represents it in its dealings with third parties. The Exchange Management Board exercises all powers that are not vested in the General Meeting or the Exchange Supervisory Board. Resolutions of the Exchange Management Board are adopted by an absolute majority of votes. Two Exchange Management Board members acting jointly or a Exchange Management Board member acting together with a commercial proxy are authorized to represent the Company. As at the date of preparation of this Report, no commercial proxies have been granted.

Pursuant to § 5.3 of the Articles of Association, the Exchange Management Board may, with the consent of the Exchange Supervisory Board, make interim dividend payments to the shareholders. The Management Board has, however, no authority to issue or buy out shares.

Operation of the Exchange Management Board

According to the Articles of Association, the Exchange Management Board meetings are held at least once per month. Detailed rules concerning the Exchange Management Board’s functions are set out in the Exchange Management Board Rules. These Rules are adopted by the Exchange Management Board and approved by the Exchange Supervisory Board. Pursuant to the provisions of the Exchange Management Board Rules, the Exchange Management Board makes decisions in the form of resolutions. Resolutions of the Exchange Management Board are passed by an absolute majority of votes and may be adopted only if all Exchange Management Board members have been duly informed of the Exchange Management Board meeting. Pursuant to the Articles of Association, in the event of an equal number of votes, the President of the Exchange Management Board shall cast the deciding vote.

The Exchange Management Board Rules stipulate that in the event of a conflict of interest between the Company and a Management Board member, spouse, relative by blood or affinity (up to the second degree), or any other person to whom a Exchange Management Board member is related personally, the Exchange Management Board member must refrain from voting in the matter subject to the conflict of interest and may demand that this be recorded in the meeting minutes.