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

Prospectus. As with any regulated market in the EU, in order to list financial instruments on the WSE regulated market, a prospectus must be drawn up, approved by the relevant competent capital markets authority and made public. Poland has implemented the EU Prospectus Directive and since 2019 the EU Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (Prospectus Regulation) is binding directly in Poland, so the process of drawing up, approving and publishing the prospectus complies with the Prospectus Regulation and will be familiar to any European securities lawyer. The content of the prospectus is regulated by the EU Regulation 2019/980. Please see section 3 below for more details.

Market capitalization. The minimum market capitalization for shares to be eligible for listing on the WSE is €15 million (approximately US$16.58 million). The minimum market capitalization for an issuer whose shares were traded on another regulated market or in the alternative trading system organized by the WSE for at least six months is €12 million (approximately US$13.26 million). After the initial listing, a company must maintain the required level of minimum market capitalization. If the company's capitalization falls below that level, the WSE may delist the securities.

Financial statements. To be admitted for listing on the Primary Floor, the prospective listed company must have available financial statements, together with auditor opinions, for at least three consecutive financial years immediately preceding the date of the listing application. The WSE may waive this requirement if a waiver is in the reasonable interest of the company or investors, and the company has published information enabling investors to assess the financial and economic standing of the company as well as the risks connected with the acquisition of the shares covered by the application. There is no similar requirement for listing on the Secondary Floor.

Free float. The company must meet a minimum threshold for the free float of its shares. Thus, a certain number of shares must be held by minority shareholders, which do not control more than 5% of the total vote at the company's general shareholders' meeting. Requirements diverge concerning listings on the Primary and Secondary floors.

For a Primary Floor listing, minority shareholders must hold either:

• At least 25% of the company's share capital, or
• At least 500,000 shares, with a total value of at least the PLN equivalent of €17 million (approximately US$18.79 million).

The WSE may waive this requirement if it concludes that trading in the shares may be sufficiently liquid due to number of shares to be listed and the way the shares were distributed on the primary market, or if the shares are already listed on one or more official listing markets in an EU Member State where the free float requirement is met.

For a Secondary Floor listing, minority shareholders must hold either:

• At least 15% of the company's share capital, or
• At least 100,000 shares, with a total value of at least the PLN equivalent of €1 million (approximately US$1.11 million).

Minimum number of shareholders. There is no requirement for listed foreign companies to have or maintain any defined minimum number of shareholders. However, such a requirement may be inferred indirectly from the free float requirement described above.

Minimum trading price; escrow. There is no requirement for listed foreign companies to have or maintain a minimum trading price for their securities, or for any shares to be placed into escrow (or otherwise be restrained from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with the listing. However, in practice, on initial listings, sponsors and underwriters are likely to require dealing restrictions from the board members and the company's major shareholders.

Corporate governance. Companies applying for listing on the WSE are required to comply with the Code of Best Practice for WSE Listed Companies, unless they explain why they do not comply with any provisions of the Code. Please see section 5 below for more details.

Interviews and meetings. There is no requirement for an applicant company to conduct interviews with the WSE as part of the listing process. However, it is common practice to organize informational meetings in cooperation with the WSE prior to the application for admission to listing.

Currency. There are no restrictions on the currency denomination of securities. However, due to technical obstacles within the brokerage houses, currently all quotes for the securities traded on WSE are expressed in Polish zloty (PLN).

Book-entry and clearing. All securities traded on the Polish regulated market must be in dematerialized form. Thus, all the securities traded on the WSE exist in book-entry form and are reflected on securities accounts operated by a clearing house. A company that is seeking admission to trading on a regulated market must conclude an agreement to register its financial instruments with a clearing house. In the case of securities issued outside of Poland, only the portion of securities that is sought to be admitted to trading on the regulated market in Poland will be subject to registration with a clearing house. Currently, there is only one clearing house for the WSE, the National Depository for Securities (NDS). The NDS clears and settles all the transactions concluded on the regulated market.

Compliance adviser. There is no requirement to have a permanent compliance adviser established with the exchange. However, the listing application must be accompanied by an opinion of an investment firm confirming that listing criteria are met.

Additional listing requirements. Further listing requirements are as follows:

• An appropriate information document (if a prospectus is not available) may be required.
• The securities to be listed must be freely transferable.
• Bankruptcy or liquidation proceedings must not be underway with respect to the issuer of the securities to be listed.

Each company must establish a connection with the Electronic Information Transmission System (ESPI) that is used for the purpose of the distribution of information by the company to the market. In addition, each company must establish a connection with a similar electronic system (EBI) run by the WSE for all corporate governance communications with the market participants.