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

To qualify for listing, a company typically must meet the following criteria:

Financial requirements

• The capitalization of the company must be at least the PLN equivalent of €15 million (approx. US$16.58 million), or, for an issuer, any of whose shares were traded on another regulated market or in the alternative trading system organized by the WSE for at least six months, its capitalization must be at least €12 million (approx. US$13.26 million).
• Bankruptcy or liquidation proceedings must not be underway with respect to the issuer of the securities to be listed. 

Primary Floor listing

All shares of the same type are referred to in the application for admission.

Shareholders, each of which may exercise no more than 5% of votes at the meeting of shareholders, hold at least:

• 25% of shares referred to in the application for admission to exchange trading.
• 500,000 shares with a value equal at least to the PLN equivalent of €17 million (approx. US$18.79 million). 

Secondary Floor listing

Shareholders, each of which may exercise no more than 5% of votes at the meeting of shareholders, must hold at least:

• 15% of shares referred to in the application for admission to exchange trading.
• 100,000 shares referred to in the application for admission to exchange trading with a value equal at least to the PLN equivalent of €1 million (approx. US$1.11 million), calculated based on the last sale or issue price.

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

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). However, on initial listings, sponsors and underwriters typically require directors and major shareholders to agree to dealing restrictions.

Accounting standards. For an issuer incorporated in a member state of the European Economic Area (EEA), the accounts should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the accounts should be prepared under IFRS, under US or Japanese GAAP (which have been deemed equivalent to IFRS by the European Commission), or, for a limited period, under certain other GAAPs that are either converging with or are to be replaced by IFRS.

Financial statements. In principle, to be admitted for listing on the Primary Floor, the prospective listed company must have available financial statements, together with auditor's opinions, for at least the three consecutive financial years immediately preceding the date of the listing application.

Operating history and management continuity. The WSE does not require a specific length of operating history or any particular period of continuity of management.

Other markets. The WSE also offers listings on the NewConnect (which is designed for smaller capitalization companies). The access rules for new entrants on the NewConnect market are far more liberal than in the case of the WSE Main Floor. Information about other WSE markets is available upon request.

Minimum number of shareholders. There is no requirement for listed companies to have or maintain any defined minimum number of shareholders. However, there is a requirement to have a free float of at least 15% (25% for companies listed on the primary market).

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 the WSE are expressed in Polish zloty (PLN).

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

Listing involves the approval of the prospectus by the capital market regulator in one of the EU member states according to the single passport rule. A company must also register its shares at the National Depository for Securities (Poland's clearing house). The following is a fairly typical process and timetable for a public offering in Poland and listing of a foreign issuer on the WSE.

Link to Timetable

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

Requirements for public companies include:

• Pursuing a transparent and effective disclosure policy, for example, through operation of the corporate website.
• ESG-related issues should be included in the company's business strategy.
• Maintaining efficient internal control, risk management and compliance systems and an audit committee with an independent director.
• At least two independent members of the supervisory board.
• Transparent procedures for preventing conflicts of interest and related party transactions, for example, approval of the supervisory board for execution of transactions with a related entity.
• Remuneration policy applicable to directors and key managers.

In principle corporate governance rules are based on a "comply or explain" basis, although some of them also stem from Polish legal acts.

A listed company has disclosure and reporting obligations to the WSE, the Polish Financial Supervision Authority and the public.

There are no Polish residency requirements for directors or officers.

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

The PFSA and the WSE also charge annual fees for the listing of shares. The PFSA fee is charged only to companies that have their registered offices in Poland and is not higher than 0.01% of the capital shown in their last annual financial statement, but not less than the PLN equivalent of €1,500 (approximately US$1,658). For the Primary Floor, the WSE fee is 0.02% of the issue value of the shares, ranging from a minimum of PLN 12,000 (approximately US$3,044) to a maximum of PLN 70,000 (approximately US$17,759), for the first year of listing, and 0.02% of the market value of shares, ranging from a minimum of PLN 12,000 (approximately US$3,044) to a maximum of PLN 70,000 (approximately US$17,759), for subsequent calendar years of listing.

For the Secondary Floor, the WSE fee is 0.02% of the issue value of the shares, ranging from a minimum of PLN 12,000 (approximately US$3,044) to a maximum of PLN 70,000 (approximately US$17,759), for the first year of listing, and 0.02% of the issue value of the shares, ranging from a minimum of PLN 6,000 (approximately US$1,522) to a maximum of PLN 30,000 (approximately US$7,611) in 2024, 0.02% of the issue value of the shares, ranging from a minimum of PLN 9,000 (approximately US$2,283) to a maximum of PLN 50,000 (approximately US$12,685) in 2025, and 0.02% of the issue value of the shares, ranging from a minimum of PLN 12,000 (approximately US$3,044) to a maximum of PLN 70,000 (approximately US$17,759) in 2026.