[Last updated: 1 January 2024, unless otherwise noted]

Once listed, the company will be subject to continuous disclosure requirements. The company must provide the PFSA, the WSE and the public (through the Polish Press Agency) with ad hoc and periodic (annual, semi-annual and quarterly) reports.

Ad hoc reports should include inside information as defined in Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) and information that issuers are obliged to provide on the basis of the regulation of the Polish Minister of Finance on current and periodic reports (Regulation of Ad hoc and Periodic Reports). For a company whose home Member State, for purposes of the Prospectus Regulation, is Poland, the scope of, and deadlines for, periodic reports are governed by Polish law. For other companies listed in Poland, the scope of, and deadlines for, these reports are governed by the law of each company's home Member State. For a company incorporated outside the EU, for which Poland is the home Member State, the company may apply for the PFSA's consent to report in accordance with its domestic regulations, provided that these regulations are found to be equivalent to Polish regulations.

Ad hoc reports

For issuers whose home Member State is Poland, the scope and deadlines for the publication of ad hoc reports are governed by MAR and the Regulation on Ad hoc and Periodic Reports, as summarized below.

According to MAR, the company is required to publish a report on the occurrence of material events that could have a significant impact on the price or value of its securities (inside information). The company must publish the report promptly upon the occurrence of the events or circumstances which require the disclosure, or promptly upon becoming aware of the relevant events or circumstances (subject to a potential delay in publication, if the applicable criteria are met).

According to the Regulation on Ad hoc and Periodic Reports, the company is required to publish a report on the occurrence of events listed in the Regulation on Ad hoc and Periodic Reports. Ad hoc reports are supposed to be published immediately after the occurrence of the event or receipt of information about it by the issuer.

The reports are published electronically through the ESPI, a dedicated web-access computer application made available by the PFSA, and should additionally be posted on the company's website. Any reports published through ESPI are automatically delivered to information agencies and then promptly disseminated to the media and the public.

A company for whom Poland is the home Member State should publish its reports in Polish. If Poland is a host Member State for a company that is seeking the trading of its securities on the Polish regulated market, the company must publish information either in the language required by its home Member State or in Polish or in English.

Inside information

Inside information is defined in MAR as information:

• Of a precise nature.
• That is not publicly available.
• Relating, directly or indirectly, to one or more issuers or to one or more financial instruments.
• That, if made public, would be likely to have a significant effect on the price of the securities.
• Regarding circumstances that exist or may reasonably be expected to come into existence.

In determining the likely price significance of information, a company should assess whether the information in question could be used by a reasonable investor as part of the basis of the investor's investment decisions and would have a significant effect on the price of the company's financial instruments.

A company may delay the disclosure of inside information, if the disclosure might violate the company's legitimate interest. The delay in the disclosure of information may occur only if the company guarantees that the confidentiality of the information is maintained until discharge of the obligation, and if the delay is not likely to mislead the public.

Additional disclosure requirements. There are a few additional disclosure requirements that a listed company must comply with. In particular:

• A shareholder who (acting individually or in concert with other entities) achieves or exceeds 5% or more (further thresholds apply) of the total voting rights must provide notice of this fact to the PFSA and the company. The company must then immediately forward the information simultaneously to the public, the PFSA and the WSE.
• The company must simultaneously provide the public, the PFSA and the WSE, within seven days after the date of the general shareholders' meeting, with a list of shareholders who held at least 5% of the total vote at the meeting. The list must specify the number of votes conferred by each shareholder's shares and each shareholder's percentage share in the votes represented at the meeting and in the total vote.
• Persons discharging managerial responsibilities (in particular persons who are members of the company's management and supervisory bodies) and persons closely related to them must notify the PFSA and the company of any transactions executed by them for their own account, whereby they acquire or dispose of any shares of the company, derivative rights attached thereto and other financial instruments related to the shares admitted or sought to be admitted to trading on a regulated market. The company must then immediately disclose this information to the public.

Periodic reports

If Poland is a host Member State for a company that is seeking to trade its securities on the Polish regulated market, the scope of information to be provided and the deadlines for its submission are specified by the laws of the home Member State.

For issuers for whom Poland is the home Member State, the scope and deadlines for the publication of periodic reports are governed by Polish regulations. According to these regulations, the company should publish:

• Annual reports.
• Semi-annual reports.
• Quarterly reports.

If the company is a parent company for a group of companies, it should publish consolidated quarterly, semi-annual and annual reports.

Annual report

The company must publish its annual report not later than four months after the end of its financial year. The annual report must include:

• Selected financial data.
• The audited financial statements and the audit report.
• A management report reviewing the company's business.
• Management responsibility statements.

Semi-annual report

The company must publish a half-yearly report covering the first six months of its financial year. The report must be published no later than three months after the end of the period to which it relates. The half-yearly report must contain:

• Selected financial data.
• A condensed set of financial statements reviewed by an auditor and the auditor's opinion.
• An interim management report.
• Management responsibility statements.

Quarterly financial report

Each quarterly financial report must be made available not later than 60 days after the end of the period to which it relates. It must contain:

• Condensed financial statements for the period of time covered by the report.
• Comments on the results forecast.
• Information on shareholders, proceedings, related party transactions, the granting of material sureties or guarantees and other significant factors.

A company incorporated outside the EU is not required to publish quarterly reports if it prepares interim management board reports instead of quarterly reports, according to its domestic law.

Accounting standards. Where a company is incorporated in an EEA state, it must draft its stand-alone financial reports according to local accounting standards and the consolidated accounts in conformity with IFRS.

Where a company is incorporated in a country that is not an EEA State, it must draft its stand-alone financial reports according to either:

• Local accounting standards.
• IFRS.
• Accepted accounting standards under Commission Regulation 1569/2007 or as equivalent to IFRS accounting standards.

The consolidated accounts of such a company must be prepared in conformity with IFRS or accepted accounting standards under Commission Regulation 1569/2007 or as equivalent to IFRS accounting standards.

Market abuse

The EU Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) is fully applicable in Poland. Poland has also implemented local regulations on penalties for breach of MAR.

Prohibition of use of insider information

Any person who possesses inside information by virtue of his or her:

• Being a member of the administrative, management or supervisory bodies of a listed company.
• Having a holding in the capital of a listed company.
• Having access to the information through the exercise of his or her employment, profession (including brokers and investment advisers) or duties.
• Being involved in criminal activities.

Or any person who possesses inside information under circumstances other than those referred to above where that person knows or ought to know that it possesses inside information, may not use that information by acquiring, disposing of (or by trying to acquire or dispose of), for his or her own account or for the account of a third party, either directly or indirectly, financial instruments to which that information relates. Any such person also may not disclose inside information to any other person, unless the disclosure is made in the normal course of the exercise of the person's employment, profession or duties. Furthermore, any such person may not recommend or induce another person, on the basis of inside information, to acquire or dispose of securities to which that information relates.

Insider transactions

Directors and officers of a listed company must notify the PFSA of any acquisitions or dispositions of shares in the company or derivatives based on the shares. This information must also be disclosed to the public. These obligations apply also to relatives and affiliates of directors and officers. Please also see Additional disclosure requirements above.

Directors and officers may not engage in transactions in shares (or derivatives based on shares) on its own account or for the account of a third party, directly or indirectly during a closed period of 30 days before the announcement of a periodic financial report.

The penalty for insider dealing is a fine of up to PLN 5 million (approximately US$1.27 million) and/or imprisonment for up to five years.

Market manipulation

The following practices are, among others, defined as market manipulation and are prohibited:

• Entering into a transaction, placing orders or any other behavior that is (or may be) misleading as to the actual supply of, demand for or price of a financial instrument, or which results in the price of one or more financial instruments moving to an abnormal or artificial level, or which employs a fictitious device or any other form of deception or contrivance.
• Disseminating, through the media (including the internet) or by any other means, false or inaccurate information or rumors that are or may be misleading as regards the supply of, demand for, or price of, financial instruments, or which results in the price of one or more financial instruments moving to an abnormal or artificial level, including the dissemination of rumors, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading.

Certain safe harbors are available for legitimate transactions that comply with established market practice on the regulated market, including in particular buy-back programs. There are also other practices that can be treated as market manipulation.