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

The documentation to be provided to the PFSA differs depending on whether Poland is a home or host EU Member State for the issuer pursuant to the Prospectus Regulation. Poland is the home Member State for:

• A company that has its registered office in Poland.
• A company whose registered office is not in an EU Member State, if the public offering of securities will be carried out in Poland or the securities will be admitted to trading on a Polish regulated market for the first time within the EU.

Prospectus

Absent specific exemptions, the public offering or the admission of securities to trading on a regulated market requires:

• The preparation of a prospectus.
• Its approval by the competent supervisory authority.
• Making it available to the public.

The PFSA will be competent to approve the prospectus for a public offering and/or the admission to trading of the company's shares on the regulated market if Poland is the company's home Member State. The company will submit the application to the PFSA through an investment firm, acting as the company's intermediary. In such case, the prospectus must be prepared in Polish. If the offering or admission to trading is to take place only outside of Poland, then the prospectus may be prepared in Polish or in English, as chosen by the company.

If Poland is the company's host Member State (usually when a foreign company intends to list on the WSE), then the prospectus may be prepared in Polish or in English, as chosen by the company. If the prospectus is in English, the company must also prepare a summary in Polish.

The prospectus must be drawn up in accordance with the EU Prospectus Regulation 2019/980 and other EU guidelines, providing all material and accurate information on, and giving prospective investors a fair and complete view of the company's economic and financial standing and its assets, liabilities, profits, losses and development prospects.

The prospectus must contain information about:

• The persons responsible for the prospectus, information on the approval of the prospectus by the competent authority.
• The auditors.
• Material risks specific to the company (Risk factors).
• General information about the company.
• Business overview with information regarding principal activities of the company, significant new products and services, principal markets, important events in the development of the company’s business, description of the company's business strategy and objectives and description of the company's material investments.
• Organizational structure.
• Operating and financial review.
• Capital resources (both short term and long term).
• Regulatory environment.
• Trend information containing the description of the most significant recent trends related to the company's activities and any significant change in the financial performance of the company's group.
• Profit forecasts or estimates.
• The company’s management.
• Remuneration and benefits of the company's management.
• Board practices.
• Employees and their share options.
• Major shareholders.
• Related party transactions.
• Financial information concerning the company's assets and liabilities, financial position and profit and losses.
• A summary of material contracts.

If a company has its registered office in a state other than a Member State, the prospectus may be prepared upon the basis of the laws of the state in which the company has its registered office, provided that it is prepared in compliance with appropriate standards of the International Organization of Securities Commissions.

With respect to financial information, the prospectus must include audited historical financial information for the latest three financial years, together with an audit report for each year. If the company has published quarterly or half-yearly financial information since the date of the last audited financial statements, they must also be included, together with any audit or review report with respect thereto. The prospectus must also reproduce the audit reports for each relevant period, including any refusals, qualifications or disclaimers and the reasons for the same. If any financial data included in the prospectus is not extracted from the company's audited financial information, its source must be disclosed.

For an issuer incorporated in a member state of the European Economic Area (EEA), the accounts should generally be prepared under International Financial Reporting Standards (IFRS). For an issuer incorporated outside the EEA, the accounts should be prepared:

• Under IFRS.
• Under the generally accepted accounting principles (GAAP) of the United States or Japan, which have been deemed equivalent to IFRS by the European Commission.
• For a limited period, under certain other GAAPs that are either converging with or are to be replaced by IFRS.

If the financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

A company must include pro forma financial information if it has a significant gross change, describing how the transaction might have affected the company's assets, liabilities and earnings if the transaction had been undertaken at the commencement of the period being reported on or at the date reported. Pro forma financial information must be accompanied by a report prepared by the independent accountants or auditors.

If the PFSA is the competent authority to approve the prospectus, the company and its advisers will prepare a draft prospectus and submit it to the PFSA. The PFSA will then comment on it. The company and its advisers will address these remarks and submit successive drafts, until the PFSA approves a final version of the prospectus. This process generally takes approximately three months.

Passporting a foreign prospectus

If Poland is acting as a host Member State for a particular company's proposed listing, the PFSA will need to receive certain materials from the competent authority in the company's home Member State. These materials consist of a certificate of the approval of the prospectus and a copy of the approved prospectus, together with a Polish translation of the prospectus summary. The prospectus must be prepared in Polish or English. If the prospectus is in English then it must be accompanied by a Polish language summary. The passporting process generally takes no more than one working day.

Application for listing

Following the approval of the prospectus, the company must apply for the listing of its securities on the WSE. The application must be accompanied by either:

• A copy of the decision of the relevant supervisory authority concerning the approval of the prospectus.
• If a prospectus is not required, an appropriate information document, together with information on any events that occurred after the publication of the information document that could have a material effect on the company's financial standing, and the company's representation to the effect that no bankruptcy or liquidation proceedings are underway with respect to it.

In addition, the company will need to deliver:

• Various corporate documents.
• Documents from a clearing house on the registration of the securities.
• The opinion of an investment firm that, among other matters, the company meets the requirements to have its shares admitted to trading and was informed of its obligations relating to trading.

Typical phases and timetable for a listing of a foreign company on the Main Market of the WSE

Link to Timetable

The documentation and process requirements described in this section do not vary from what would be expected of a domestic company, except for the accounting standards requirements applicable to financial information and the language of the prospectus.