The Act Of 29 July 2005 On Trading In Financial Instruments

Original Language Title: USTAWA z dnia 29 lipca 2005 r. o obrocie instrumentami finansowymi

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SECTION I General provisions article 1. 1. [scope] 1. The Act regulates the principles, the mode and the conditions for the taking up and pursuit of the business of trading in securities and other financial instruments, the rights and obligations of the participating entities in the course of, and supervision in this regard.

2. the provisions of the Act do not apply to bills of Exchange and cheques within the meaning of the law of bills and bills.

Article. 2. [instruments] 1. Financial instruments within the meaning of the Act are: 1) the securities;

2) non-securities: a) the titles of participation in collective investment institutions, (b)) money market instruments, c) options, futures, swaps, forward rate agreements, other derivatives, which the base instrument is security, currency, interest rate, an indicator of profitability or other derivative, a financial index or financial indicator, which are performed by delivery or cash settlement, d) options, futures, swaps , forward rate agreements and any other derivative instruments, the underlying instrument to which the goods are and which are carried out by settlement in cash or can be made by cash settlement according to the choice of one of the parties, e) options, futures, swaps and other derivatives, which the base instrument is a commodity and that are performed by the delivery, provided that they are admitted to trading on a regulated market or in an alternative trading system , f) not allowed for trading on a regulated market, or in the alternative trading options, futures, swaps, forward contracts and other derivative instruments, the underlying instrument which is an item that can be made by delivery, which are not intended for commercial purposes and have the characteristics of other derivative financial instruments, g) derivative instruments for transfer of credit risk, h) contracts for difference, i) options, futures , swaps, forward contracts on interest rates and other derivative instruments relating to climate, freight rates, emission allowances or inflation rates and other official statistics, which are performed by cash settlement or can be made by cash settlement according to the choice of one of the parties, and all sorts of other derivatives relating to assets, rights, obligations, indices and other indicators that have the characteristics of other derivative financial instruments.

2. By demonstrating the characteristics of other derivative financial instruments referred to in paragraph 1. 1 point 2 (a). f and i, the compliance with the conditions referred to in article 1. 38 of Commission Regulation (EC) no 1287/2006 of 10 August 2006 introducing implementing measures for Directive 2004/39/EC of the European Parliament and of the Council as regards the obligations of investment firms in terms of record-keeping, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that directive (OJ. The EU L 241 of the 02.09.2006, p. 1), hereinafter referred to as "the regulation 1287/2006".

3. Within the meaning of the provisions of the Act is not a cash settlement according to the choice of one of the parties to meet the provision as a result of the resulting monetary failure to perform or improper performance of the obligations arising out of the agreement by one of the parties or due to another event giving rise to the termination.

4. By destination for commercial purposes referred to in paragraph 1. 1 point 2 (a). (f), fulfil the criteria referred to in article 1. 38 paragraph 1. 4 regulation 1287/2006.

Article. 3. [Definitions] Whenever the law is talking about: 1) securities-shall mean: (a)) shares, warrants, within the meaning of the provisions of the Act of September 15, 2000-the code of commercial companies (OJ of the 2013 item 1030), the right to shares, subscription warrants, deposit receipts, bonds, debentures, certificates, and other transferable securities, including the inkorporujące property rights corresponding to rights arising from shares or incur debt , issued on the basis of the relevant provisions of Polish law, or (b)) other transferable property rights that arise as a result of the broadcast, inkorporujące permission to purchase or subscribe for the securities referred to in point (a). a, or performed by cash settlement (derivatives);

2) an alternative trading system-means organized by the investment firm or operator of a regulated market outside a regulated market, multilateral system for associating deals buying and selling financial instruments in such a way that the transaction comes within the framework of this system, in accordance with certain principles; There is an alternative trading system market organized by the Polish National Bank, as well as public bodies charged with or intervening in the management of the public debt which the management, including locating funds from the debt;

3) titles of participation in collective investment institutions-means issued on the basis of appropriate Polish law or foreign securities or securities which are not financial instruments representing property rights vested participants in collective investment institutions, including, in particular, units of investment funds;

4) Act on public offering-shall mean the Act of 29 July 2005 to the public offer and conditions for the introduction of financial instruments to organised trading, and public companies (OJ reference 1382);

4A) Regulation 236/2012-means a regulation of the European Parliament and of the Council (EU) no 236/2012 of 14 March 2012 on the short selling of credit default swaps and certain aspects (OJ. The EU L 86 of 24.03.2012, p. 1);

4B) Regulation 648/2012-means a regulation of the European Parliament and of the Council (EC) No 648/2012 on 4 July 2012 on derivatives traded outside regulated market, central counterparties and trade repositories (OJ. The EU L 201 of 27.07.2012, p. 1, as amended. d.);

4 c) Regulation 1031/2010 – shall mean Commission Regulation (EU) no 1031/2010 of 12 November 2010 on the timing, administration and other aspects of auctioning sales to greenhouse gas emissions pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a system for greenhouse gas emission allowance trading within the Community (OJ l. The EU L 302 of 18.11.2010, p. 1, as amended. d.);

4 d) Regulation 575/2013 – means a regulation of the European Parliament and of the Council (EU) no 575/13 of 26 June 2013 on prudential requirements for credit institutions and investment firms, amending Regulation (EC) No 648/2012 (OJ. The EU L 176 of 27.06.2013, p. 1, as amended. d.);

5) public offering-shall mean a public offer within the meaning of the Act on public offering involving securities, to which this Act applies;

6) traded the original-it is understood by the rotation of the original within the meaning of the provisions of the Act on public offering;

7) secondary trade – shall mean: (a) making the public offer) by an entity other than the issuer or subemitent, or the acquisition of securities of the entity, or (b)) to propose in any form and in any way by any party other than the issuer, the acquisition of non-financial instruments, securities or purchase them from another entity, if the proposal is addressed to at least 150 persons or for the recipient's unmarked;

8) first public offering-shall mean the first offer to the public within the meaning of the provisions of the Act on public offering;

9) course organised – shall mean the marketing of securities or other financial instruments made on the territory of the Republic of Poland on a regulated market or in an alternative trading system;

10) stock exchange – shall mean the exchange of securities or other financial instruments;

10A) auction platform – it is understood by the auction house system platform, which on the basis of the provisions of this Act and regulation 1031/2010 is authorized to perform the functions referred to in article 1. 31.3. 1 of that regulation;

11) issuer-shall mean the issuer within the meaning of the Act on public offering;

12) of the issuer is to be understood by the issuing entity on their own behalf, financial instruments and securities which are not entitled or obliged with those financial instruments;

13) seller-shall mean the seller within the meaning of the Act on public offering;

14) investment subemisji-shall mean the agreement on investment within the meaning of the subemisję of the law on public offering;

15) subemisji service-shall mean a contract of services within the meaning of the subemisję of the law on public offering;

16) the dominant entity-shall mean the parent within the meaning of article 3. 3 paragraphs 1 and 2. 1, paragraph 37 of the Act of 29 September 1994 on accounting (OJ of 2013. poz. 330 and 613);

17) a subsidiary entity-shall mean a subsidiary undertaking within the meaning of article 3. 3 paragraphs 1 and 2. 1 section 39 of the Act of 29 September 1994 on accounting;

18) holding company – shall mean holding company within the meaning of article 3. 3 paragraphs 1 and 2. 1 section 44 of the Act of 29 September 1994 on accounting;


19) the total number of votes-it is understood that the overall number of votes within the meaning of the Act on public offering or the sum of the votes for all the shares in the company with limited liability;

20) National Deposit – shall mean the national depository for Securities S.A.;

21) securities depository-shall mean run by national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, point 1, the registration system of dematerialised securities, including securities accounts, bills and deposit account conducted by entities authorised to the provisions of the Act;

22) Member State-shall mean a State which is a member of the European Union or party to the agreement on the European economic area;

23) another Member State-shall mean a Member State other than the Republic of Poland;

24) countries belonging to the OECD-shall mean a Member State belonging to the Organisation for economic cooperation and development, with the exception of the laws of the Member States;

25) Member States belonging to the WTO – shall mean the Member States belonging to the World Trade Organization, with the exception of the laws of the Member States;

25A) equivalent State-means the equivalent within the meaning of the provisions of the law of 16 November 2000 on counteracting money laundering and the financing of terrorism (OJ 2010 No. 46, item 276, with further amendments);

26) public company-shall mean a public company within the meaning of the Act on public offering;

27) money market is meant by a system of trading in a financial instrument exclusively in the opiewającymi claims, the date of implementation of rights, running from the date of issue or acquire in the course of the original, not more than one year;

28) money market instruments-shall mean securities or securities which are not financial instruments issued or made out on the basis of the relevant provisions of Polish law or foreign, that can be dealt in on the money market;

28A) derivatives-means options, futures, swaps, forward contracts and other property rights whose price depends directly or indirectly on the price or value of the financial instruments, currencies, interest rates, profitability, financial indices, financial indicators, goods, climate, freight rates, emission levels, inflation rates or other official statistics, as well as other assets, rights, obligations, indices or indicators (instruments) and derivative instruments for transfer of credit risk;

28B) equity-shall mean the sum of the values of the share capital, capital, capital from revaluation, other reserve capital retained profit from previous years and the net profit of the business, minus the sum of the values in the due contributions to share capital, share their own, uncovered loss from prior years, a net loss in the current business and deductions from net profit during the financial year;

29) almost to the action – it is understood by this security, which implies permission to obtain, not the form of the document, the new issue of shares of the company, arising from the assignment as soon as these shares and expiring upon registration of the shares in securities depository or from the date on which the court order on non-registered share capital increase entry in the register of entrepreneurs;

30) ticket escrow-shall mean a security issued by a financial institution located in the territory of a Member State or of another State belonging to the OECD: a) outside the territory of the Republic of Poland in connection with securities admitted to trading on a regulated market within the territory of the Republic of Poland or securities issued outside the territory, or (b)) on the territory of the Republic of Poland in connection with securities issued outside the territory – which is incorporated the right to convert the security for specific papers valuable in the specified in terms of the proportion of emissions, switching to the owner of the security of property rights which benefits from securities or their equivalent and, in the case of action – the ability to issue by the owner of the security of its issuer binding available to vote at a general meeting;

30A) two contracts on the spot market – it is understood by this two-day contracts on the spot market, referred to in article 1. 3 paragraphs 1 and 2. 1, paragraph 3 of regulation 1031/2010;

30B) five futures future – it is understood by this five day futures future, referred to in article 1. 3 paragraphs 1 and 2. 1 paragraph 4 of regulation 1031/2010;

31) a credit institution foreign-shall mean a credit institution as referred to in article 1. 4. paragraphs 1 and 2. 1 paragraph 1 of regulation 575/2013, on the basis of the authorisation of the competent supervisory authority in the territory of another Member State of the brokerage business, or leading on the basis of the authorisation of the competent supervisory authority in the territory of another Member State bills, on which securities are admitted to trading on a foreign regulated market;

32 foreign investment company)-means a legal person or an organizational unit without legal personality established in the territory of another Member State, and where the legislation of the Member State concerned does not require the establishment of a headquarters-with its head office in the territory of another Member State or a natural person from the place of residence in the territory of another Member State, on the basis of the authorisation of the competent supervisory authority brokerage activity in the territory of another Member State as well as the foreign credit institution;

33) investment company-means brokerage house, the bank established the brokerage, investment firm foreign brokerage activity on the territory of the Republic of Poland and a foreign legal person established on the territory of a Member State belonging to the OECD or the WTO, leading to the territory of the Republic of Poland the brokerage activities;

34-supervision Act) shall mean the Act of 29 July 2005 to the supervision of the capital market (OJ No 183, poz. 1537, with further amendments);

35) Commission – shall mean the Financial Supervisory Commission, referred to in the Act of 21 July 2006 for the supervision of the financial market (OJ of 2012. poz. 1149, with further amendments);

36) Trust Bank-shall mean domestic bank authorised the Commission to operate securities accounts and aggregate accounts;

37) supervised entity-shall mean the entity regulated within the meaning of the law on supervision;

38) foreign bank-shall mean the bank established outside the territory of the Republic of Poland, with the exception of the foreign credit institution;

39) insurance-shall mean the national insurance undertaking referred to in article 2. 3 paragraphs 1 and 2. 1 point 18 of the Act of 11 September 2015. about the business of insurance and reinsurance (OJ poz. 1844), a foreign insurance undertaking referred to in article 2. 3 paragraphs 1 and 2. 1, paragraph 55 of this Act, established in the territory of the Republic of Poland, the national reinsurance undertaking referred to in article 2. 3 paragraphs 1 and 2. 1, paragraph 19 of this Act, and the foreign reinsurance undertaking referred to in article 2. 3 paragraphs 1 and 2. 1, paragraph 56 of this Act, established in the territory of the Republic of Poland;

39A) management company-means an entity or a company referred to in article 14(2). 2 section 10 of the Act of 27 May 2004 on investment funds (OJ No 146, item 1546, with further amendments);

39B) Professional client-shall mean the person in whose favour it is or is to be provided at least one of the services referred to in article 1. paragraph 69. 2 or 4, who have experience and knowledge that allows you to make appropriate investment decisions, as well as for the proper evaluation of the risks associated with those decisions, that is: a) the Bank, (b)) investment firm, c) insurance, (d)) investment fund or an investment company within the meaning of the Act of 27 May 2004 on the investment funds, e) pension fund or company pension scheme within the meaning of the Act of 28 August 1997 on the Organization and functioning of the pension funds (OJ of 2013. poz. 989, 1289 and 1717), f) trademark of the brokerage house, g) the entity referred to in article 2. 70 paragraph 1. 1, paragraph 13, h) other than those referred to in point (a). (a) to (g) financial institution, and the institutional investor) other than that indicated in paragraph (a). (a) to (h) carrying out controlled activities in the financial market, j) a leading outside of the Republic of Poland, the activity of which is equivalent to the activities carried out by the entities referred to in point (a). a-i, k) an entrepreneur meeting at least two of the following requirements, equivalent to the amounts indicated in euro shall be calculated by applying the average euro exchange rate established by the Polish National Bank on the day of the drawing up by the trader accounts:-balance sheet total of the entrepreneur shall be at least 20 0000 0000 euros, is achieved by the entrepreneur the value of the proceeds of the sale shall be at least EUR 40 0000 0000 -equity capital or own Fund of entrepreneurs is at least 2 0000 0000 euros


l) unit of Government or public authority, which manages public debt, a Central Bank, the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank or any other international organization that serves similar functions, m) another institutional investor whose main activity is to invest in financial instruments, including entities involved in the securitisation of assets or obtaining other types of financial transactions, n) entity other than that indicated in paragraph (a). a-m, which at his request by the investment firm considered a Professional client on the basis of article. 3A paragraph 2. 1;

39 c) a retail client-means non-professional client on which the thing is or is to be provided at least one of the services referred to in article 1. paragraph 69. 2 or 4;

40) contract liability insurance-means an agreement referred to in article 14(2). 822 of the Act of 23 April 1964 – Civil Code (OJ No 16 item 93, with further amendments);

41) the President of the Commission – shall mean the President of the Commission, referred to in the Act of 21 July 2006 for the supervision of the financial market;

42) the law on settlement finality-shall mean the law of 24 August 2001 on settlement finality in payment and securities settlement systems and the principles of supervision of these systems (OJ of 2013. poz. 246 and 1036);

43) settlement system – it is understood by the system referred to in article 2. 1 point 2 of the law on settlement finality;

44) settlement order-means an order referred to in article 2. 1, paragraph 12 (a). (b) the law on settlement finality;

45) trader-is to be understood by the operator referred to in article 2. 4. paragraphs 1 and 2. 1 of the law of 2 July 2004 on freedom of economic activity (OJ of 2013. poz. 672, as amended);

46) foreign entrepreneurs-it is understood that the foreign trader within the meaning of article 3. 5 section 3 of the Act of 2 July 2004 on freedom of economic activity;

47) short sale-means a short sale within the meaning of article 3. 2 paragraph 1. 1 (b). (b) Regulation 236/2012;

48) item-it is understood that the goods referred to in article 2. 2 paragraph 1 of the regulation 1287/2006;

49) CCP – shall mean the entity referred to in article 2. 2 paragraph 1 of regulation 648/2012, established in the territory of the Republic of Poland.

Article. 3A. [Professional Client] 1. The investment firm at the written request of an entity other than that referred to in article 1. 3 section 39b (b). a-m, and to the extent specified in such request may be considered him to be a Professional client, provided that he has the knowledge and experience that allows you to make appropriate investment decisions, as well as for the proper evaluation of the risks associated with those decisions. Investment firm before considering requests shall determine the client's knowledge about the principles of treatment of customers with professional services referred to in article 1. paragraph 69. 2 or 4, where the request is for.

2. The investment firm at the written request of the customer a professional, and to the extent specified in the request may be for the retail customer. The investment firm may also be considered a client of a professional for a retail client despite the absence of such a request.

Article. 4. [the accounts of securities] 1. Securities accounts are accounts which are dematerialized securities, conducted exclusively by: 1) brokerage houses and banks operating brokerage, trust banks, foreign companies and foreign legal persons operating brokerage on the territory of the Republic of Poland in the form of a branch, the national deposit, the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, and the Polish National Bank, if the designation of these accounts allows you to identify the persons to whom it is entitled to the right of the securities;

2) other entities which are participants in the deposit of securities or securities registration system operated by the Polish National Bank, intermediating in disposing of securities issued by a State or National Bank of Polish, if not made by the records relate to such securities and allow for the identification of the persons who are entitled to the right of the securities.

2. From the moment of registration of the securities, on the basis of the contract to which the subject of the registration of such securities in the securities depository for the securities accounts shall also be records of these securities, made in connection with their subscription or sale in the course of the original or the first public offering, by: 1) entities operating brokerage or 2) custodians-unless they identify a person who is entitled to the right of the securities.

3. Whenever the law is made to securities accounts shall mean also the Bills on which they are stored not in securities or derivatives, the financial instruments admitted to trading structured.

Article. 5. [a form of securities] 1. Securities: 1) that are the subject of a public bid or 2) admitted to trading on a regulated market, or, 3) made to the alternative trading system, or 4) issued by a State or National Bank Polish-do not have the form of a document from the time of their registration on the basis of the contract to which the subject of the registration of such securities in the securities depository (dematerializacja).

2. securities may not have the form of the document also in cases where separate rules stipulated for emissions of such securities.

3. Securities: 1) that are the subject of a public offering, which will not be subject to being released for trading on a regulated market, or 2) made exclusively for the alternative trading system-may not be subject to dematerialization, referred to in paragraph 1. 1, if the issuer so decides. In this case, paragraphs 1 and 2. 4 and 6 shall not apply.

4. the issuer of securities referred to in paragraph 1. 1, is required for the conclusion of a national Deposit agreement, which is the registration of such securities in the securities depository.

5. Prior to the submission of an application for admission of non-financial instruments or derivatives of securities to trading on a regulated market, an applicant for admission to trading these instruments is required for the conclusion of a national Deposit agreement, which is the registration of the instruments in the securities depository.

6. If the registration system of securities issued by the Treasury or the resulting transferable property rights will be led by the Polish National Bank, the issuer of which is the State Treasury shall be required, prior to the submission of the application for the admission of securities to trading on a regulated market or of their introduction to the alternative trading system, to the conclusion of the National Polish Bank agreement, which is the registration of the securities in such a system.

7. in the case of securities issued outside the territory of the Republic of Poland, the subject of a registration may be one part of the securities, which is the subject of a public bid or to be traded on a regulated market, or in the alternative trading system on the territory of the Republic of Poland.

8. Conclusion by the company other than a public service contract for the registration of rights to shares and shares in securities depository requires the authorization contained in resolution of the general meeting of that company and, in the case of issuers located outside the territory of the Republic of Poland in the resolution of the competent authority which is the issuer. Authorization for the conclusion of the agreement for registration of shares in securities depository is synonymous with the mandate to conclude an agreement for registration in the securities depository rights to shares, which shows entitlement to receipt of such shares.

9. the agreement for registration of shares in securities depository also provides the basis for registration in the securities depository rights of these actions.

10. In the event of a transfer by the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 (1), the subsidiary of a national Deposit, for the registration of securities or other financial instruments in the securities depository is concluded with the company.

Article. 5a. [the securities registered in the securities depository] 1. On the basis of the agreement concluded by the issuer with the national Deposit or a partnership, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, in the securities depository may also be registered securities which, in accordance with separate provisions on the issue of such securities, may not have the form of the document.

2. securities depository may also be registered securities, other than those referred to in article 1. 5 paragraph 1. 1, issued by entities established outside the territory of the Republic of Poland acquired by: 1) of the national depository participants, or their clients, or 2) participants of the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, or of their clients.

3. the securities registered in accordance with paragraph 1. 1 and 2 shall apply the provisions of the Act relating to dematerialised securities, including those regarding the acquisition and transfer of such securities.


Article. 6. [deposit of securities for deposit] 1. In the case of securities issued in the form of a document, the issuer is required, prior to the conclusion of the contract, which is the registration of securities in securities depository, to submit these papers to deposit kept on the territory of the Republic of Poland by an investment company, the national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1. These entities are required to create a register of authorised persons of such securities.

2. In the case of securities issued in the form of a document, the entries in the register referred to in paragraph 1. 1 get the importance of legal records on securities accounts and documents deposited shall be devoid of legal force at the time of registration of such securities in the securities depository.

3. In the case of securities issued in the form of a document outside the territory of the Republic of Poland, the obligation referred to in paragraph 1. 1 shall be deemed to be satisfied by registering these securities, prior to the conclusion of the contract, which is the registration of securities in securities depository, by a legal person or other entity who is outside the territory of the Republic of Poland, the task of the central register of securities or the settlement of transactions in securities.

4. the documents, in the form of the registered securities have been issued by an entity referred to in paragraph 1. 3, lose legal force on the territory of the Republic of Poland at the time of registration of such securities in the securities depository.

Article. 7. [the law of dematerialised securities] 1. Dematerialised securities rights arise as soon as you save them for the first time on the securities account and have the person that is the owner of this account.

2. the contract requiring the transfer of dematerialised securities moves these papers as soon as the corresponding entry in the securities account. In the case where the right to the beneficial use of dematerialised securities occurred on the date on which the deposit of securities transaction settlement should be carried out, or later, and those papers are still stored on the vendor account, the benefits accrue to the purchaser at the time of writing to his securities account.

3. where the acquisition of dematerialised securities on the basis of legal events occurred under the Act of causing the transfer of such securities, securities account customer is carried out at its request.

4. to write to the securities account on the basis of an agreement referred to in paragraph 1. 2, after the registration of the transfer of securities between the relevant deposit accounts referred to in article 1. 57 paragraph 3. 1 point 1.

5. The obligation to dispose of the securities in the transaction concluded in the course of organised, prior to their entry in the securities account of the vendor is permitted, provided that: 1) they were previously acquired as a result of the transaction, which the settlement is protected by the Fund, referred to in article 1. 65, art. 68 or article. 68d, or 2) in the context of the same transaction, in which the vendor has committed itself and became entitled to purchase the same number of the same securities and clearing the acquisition will occur no later than the settlement of disposal, or 3) they were previously acquired as a result of the transactions concluded on a foreign regulated market, or 4) occurs in the transaction short sales in accordance with the provisions of regulation 236/2012 or 5) they were previously transferred by the vendor under the agreement, securities lending or repurchase, and clearing their repayment or repurchase will occur no later than the clearing of disposal.

5a. (repealed).

5b. the provisions of paragraphs 1 and 2. 1-5 do not exclude the right to commit to the disposal of securities outside the marketing organized prior to their entry in the securities account of the vendor.

6. the provisions of paragraphs 1 and 2. 1-5 and 5b apply also to issued outside the territory of the Republic of Poland of securities subject to the public or admitted to trading on a regulated market or put into alternative trading system, from the moment of registration on the basis of the contract to which the subject of the registration of such securities in the securities depository.

Article. 8. [the application of the provisions of the Act]. 7 shall apply mutatis mutandis to the non-securities or derivatives of financial instruments traded in organised.

Article. 8A. [bulk Accounts] 1. The entities referred to in article 1. 4. paragraphs 1 and 2. 1, can carry out within the framework of the deposit of the securities or securities registration system operated by the Polish National Bank accounts, which can be registered dematerialized securities which do not belong to the people, for which these accounts are maintained, but belonging to another person or persons (bulk accounts). Dematerialized securities recorded on the packaging shall not be recorded in the accounts of securities.

2. bulk Accounts may be carried out for: 1) legal persons, or other organizational units located outside the territory of the Republic of Poland, which perform the task of a central register of securities and shall be subject to supervision by the competent authority of the holding for the supervision of financial institutions in a Member State or in an equivalent State;

2) foreign companies not involved in investment brokerage activity on the territory of the Republic of Poland, entitled the right to pursue activities in the field of registration of financial instruments in the country of their location;

3) foreign companies conducting brokerage activities, investment in the territory of the Republic of Poland without opening the branch, entitled the right to pursue activities in the field of registration of financial instruments in the country of their location;

4) of foreign legal persons based in the equivalent State entitled to conduct brokerage activities in the field of registration of financial instruments in the country of their headquarters, lead brokerage activity on the territory of the Republic of Poland;

5) foreign banks based in the equivalent State entitled to the pursuit of the business of recording of financial instruments in their State of establishment.

3. The entity for which the Bill is comprehensive (bulk account holder) is not considered to be the holder of the stored on the dematerialised securities account. Subject to paragraph 2. 4 and 5 to determine the persons entitled to such securities shall not apply the provisions of Polish law.

4. the person referred to the company by the holder of the account this comprehensive account of the teacher as a person entitled from securities recorded on this account is considered to be on the territory of the Republic of Poland for the person entitled with the dematerialised securities on that account in the number of resulting from this.

5. on the territory of the Republic of Poland, for the purpose of determining the time of the creation of rights for dematerialised securities, move them to another person, gaining or losing the powers of such securities, as well as for the determination of the admissibility of a commitment to their disposal, it is considered that the entry on the bulk effect that article. 7 is associated with the securities account.

6. Benefits resulting from the dematerialised securities recorded on the account, obtained directly or indirectly from issuers, the operator of bulk bill passes or puts at the disposal of the sole holder of the account. Persons entitled from securities recorded on the packaging is not entitled to the bulk account entity carrying out a claim for those benefits.

7. the provisions of paragraphs 1 and 2. 1-6 shall apply mutatis mutandis to the non-securities financial instruments traded in organised, excluding derivatives.

8. unless the law provides otherwise, aggregate accounts shall apply mutatis mutandis the rules relating to securities accounts.

Article. 8B. [persons entitled identification data Sharing from securities recorded on the combined account] 1. At the request of the Commission or of the Inspector of financial information, the account holder is obliged to immediately transfer in bulk referred to in the request data to the identification of the authorised persons of securities recorded on the account, and the data as to the number and kind of held securities by these persons. Where the holder of a bulk account does not have the information of such persons or the number and type of their securities, it is required to indicate to the client on whose behalf the securities recorded on the packaging are recorded in an account holder bulk records.

2. The request referred to in paragraph 1. 1, is transferred to the account holder bulk through the entity carrying out the Bill summary. Bulk account holder shall forward the requested information through the entity carrying out the Bill summary.


3. The operator of a bulk account may require the account holder bulk transfer data relating to authorised persons of the registered on the securities account, to the extent necessary for the proper implementation by the operator of the account summary as provided in the rules of tax law obligations arising on the territory of the Republic of Poland the tax liabilities of those persons. Account holder, which does not have data on such persons, it shall refer to the company's account operator summary information specifying separately the number of securities belonging to the individuals and to the taxpayers of income tax from legal persons, as of the day specified by the operator of the account summary.

4. bulk account management agreement shall include the obligation to submit information by taxpayers who are natural persons tax returns of income (losses) achieved by them in the tax year for the disposal of securities and in respect of the implementation of the rights arising from the securities referred to in article 1. 3 (1) (a). (b), and of the obligation to pay income tax on this income.

5. The operator of the account summary may not process personal data received in accordance with paragraph 1. 1-3 for purposes other than those referred to in the Act.

Article. 8 c. [a certificate issued by the operator of the account summary] 1. The operator of the account summary, at the request of the authorised persons of securities recorded on the account, in order to allow the deposit of an application for a declaration of the excess income tax, shall issue a certificate, stating: 1) the amount of revenue (income) from the bulk to the account holder;

2) the amount of tax collected;

3) the date of attainment and income transfer and download.

2. the certificate referred to in paragraph 1. 1, may be issued only to a person who has been referred to the company by the holder of the bulk account operator that an intermediary account make provision, as the person on whose behalf the service is used.

3. persons referred to in paragraph 1. 1 the reimbursement as income tax, they must document the domicile or seat of a certificate.

4. The proper Minister of public financies shall determine, by regulation, a model of the certificate referred to in paragraph 1. 1, bearing in mind the need to ensure the correct filing income tax.

Article. 9. the [certificate of deposit] 1. At the request of the holder of the securities account, the operator of this account, called the "issuer" shall issue to him in writing, separately for each class of securities registered certificate of deposit, hereinafter referred to as "certificate". At the request of the account holder in the body of the issued certificate may be designated part or all of the securities that are stored on that account.

2. the certificate confirms the legitimacy to the implementation of the rights of the Securities indicated in its contents, which are not or cannot be carried out solely on the basis of the records on the securities account, with the exception of the right to participate in the General Assembly.

Article. 10. [deposit certificates Range] 1. The certificate shall contain: 1) company name, seat and address of the issuer and the certificate number;

2) number of securities;

3) type and the security code;

4) company (name), the name and address of the issuer;

5) par value;

6) full name or the name of the (company) and headquarters and address of the holder of securities account;

7) information on existing securities transfer restrictions or set up their loads;

8) date and place of issue of the certificate;

9) purpose of issue of the certificate;

10) the term of validity of the certificate;

11) in the case where a previously issued certificate, concerning the same securities, was null and void or has been destroyed or lost before the expiry of its validity is an indication that this is a new document, the certificate;

12) signature of a person authorized to issue on behalf of the issuer of the certificate, stamped by the issuing.

1a. a certificate, registered in the securities depository in accordance with article 4. 5a: 1) mortgage mortgage-should also comply with the requirements referred to in article 1. 6 of the Act of 29 August 1997 on mortgage and mortgage banks (Journal of laws of 2003 No. 99, poz. 919, with further amendments);

2) bank debt securities-should also comply with the requirements referred to in article 1. 90 paragraph 1. 1 of the law of 29 August 1997-the right bank.

2. in respect of securities held with the combined account for the certificate is considered the document referred to in paragraph 1. 1, drawn up in the language of the English or Polish and issued by the holder of that account.

3. the document drawn up or certificates issued in contravention of paragraph 1. 1 point 1 to 3, 6, 8, 10, 12, or paragraph. 2 is invalid.

Article. 10A. [the proceedings in respect of shares of public companies based in the territory of the Republic of Poland on the bulk account] 1. In respect of shares of public companies based in the territory of the Republic of Poland, on account of, for the certificate on the right to participate in the general meeting referred to in article 2. 4063 § 2 of the Act of September 15, 2000-the code of commercial companies, it is also considered the document referred to in the article. 4063 § 3 of this Act, drawn up in the language of the English or Polish and issued by the holder of that account. If the Bill summary is not run by the national depository or by the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, the holder of this account should be designated the national Margin or this company by the operator for the bulk account first before the issue of such a document.

2. in the event of the issue of the documents referred to in paragraph 1. 1, the account holder shall be made in bulk on the basis of the list referred to in article 2. 4063 §7 of the law of 15 September 2000-the code of commercial companies, and shall submit it to the national Margin or the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, within the time limit referred to in that provision. In the case where the account holder is not the bulk of the national depository participant or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, point 1, the list is passed through the national depository participant or the company. Manner and form of drawing up and handing over this list should correspond to the requirements specified in accordance with article 4. 50 paragraph 1. 4 paragraph 7a.

Article. 11. [securities not traded] 1. From the time of issue of the certificate, the securities in the number indicated in the body of the certificate may not be traded until the loss of its validity, or return to the issuing certificate before the expiry of its validity. For the period of the lock is made by the issuing of a sufficient number of securities on that account.

2. during the period referred to in paragraph 1. 1, the same securities can be indicated in the body of the several certificates, provided that the purpose of the issue of each of the certificates is different. In this case, subsequent certificates also include, in accordance with article 4. 10 paragraph 1. 1, paragraph 7, of the blockage of securities in connection with advance issuing other certificates.

Article. 12. [the causes of the loss of validity of the certificate] 1. The loss of validity of the certificate: 1) the expiry of its validity;

2) transfer of securities-laden lien in order to meet the zastawnika-in the case of a certificate for those securities, issued zastawcy;

3) the transfer of securities in the mode of enforcement on the basis of separate provisions, in the case of a certificate relating to the securities being executed, issued to the debtor;

3A) to a forced redemption of shares in accordance with the provisions of the Act on public offering, in the case of a certificate for the shares covered by the forced redemption;

4) the destruction or loss of the certificate.

2. Loss of validity of the certificate or issuing certificate made before the expiry of its validity, disables the ability to implement, use, permissions, resulting from the purpose of issuing the certificate.

3. the loss of validity of the certificate of the reasons referred to in paragraph 1. 1, paragraph 2, 3 or 3a, drawn up in order to participate in the general meeting of the company, the company shall immediately inform the public.

4. In the case of loss of validity of the certificate of the reasons referred to in paragraph 1. 1, paragraph 4, shall, at the request of the account holder notified before the expiry of the validity of the certificate, shall issue a new certificate after the account holder written notice of the fact of ownership of the certificate and the circumstances of its destruction or loss.

Article. 13. [submission of the statement will] 1. Statements in connection with the carrying out of activities relating to securities or other financial instruments on the basis of the law and other activities carried out within the framework of the activities of the entities supervised in the field regulated by law, may be made in electronic form if the parties in the contract as agreed to.

2. the documents relating to the operations referred to in paragraph 1. 1 may be made in the form of an electronic document if such documents will be duly created, preserved, communicated, stored and protected.


3. Declaration of intent submitted in electronic form, included in the document related to the operations referred to in paragraph 1. 2, complies with the requirements of written form also when writing was reserved under the pain of nullity.

4. The proper Minister of financial institutions determines, by regulation, how to create, persist, transmission, storage and protection of documents related to the operations referred to in paragraph 1. 1, taking into account the safety and protection of the interests of investors.



Article. 13A. [Complaints clients of investment firms] 1. Customers of investment firms carrying out the operations referred to in article 14(2). 69A paragraph 1. 1 may bring a complaint to the Commission related to the observance of due to the activities of the codes of conduct referred to in article 1. paragraph 59. 2 and 3 of Regulation No 1031/2010.

2. the Commission, responding to a complaint concerning a dispute of a civil, shall inform the complainant of the extrajudicial procedures for the settlement of disputes, including conciliation courts indicates.

3. complaints referred to in paragraph 1. 1, shall not apply the provisions of Chapter VIII of the Act of 14 June 1960-code of conduct (OJ of 2013. poz. 267, as amended).

Article. 13b. [notification of breaches or potential breaches of the law] 1. The notification shall be adopted by the Commission of violations or potential violations of the provisions of the Act and regulation 575/2013.

2. Information obtained in the mode, referred to in paragraph 1. 1, including the information that would permit the identification of the person making the notification, and the person to whom it is alleged a violation of, as well as information about the notification may be disclosed only: 1) suspected of committing the crime and in the documents to be transmitted in addition to such notification;

2) at the request of the Court or the public prosecutor in connection with the ongoing criminal proceedings or proceedings for the offence of tax authorities.



TITLE II Secondary marketing financial instruments Chapter 1 General provisions article 1. 14. [regulated] 1. A regulated market, within the meaning of the Act, is acting in a way that a permanent system of trading in a financial instrument admitted to this market, providing investors with universal and equal access to market information at the same time by associating bid and dispose of financial instruments, and equal conditions for the acquisition and disposal of these instruments, organized and supervised by the competent authority on the principles laid down in the provisions of the Act, as well as recognised by the Member State as complying with these conditions , and indicated the European Commission as a regulated market.

2. By a foreign regulated market shall mean a regulated market operating on the territory of another Member State.

3. for the entity carrying out a foreign regulated market in another Member State organising an alternative system of rotation shall apply mutatis mutandis to article. Article 117A. 14A. [the permission entity carrying out a foreign regulated market] 1. A foreign operator of the regulated market may without the authorisation of the Commission installed on the territory of the Republic of Poland information systems and technical equipment to allow access to that market operators operating on the territory of the Republic of Poland.

2. admission to the activities referred to in paragraph 1. 1, is to inform the Commission by the competent supervisory authority, which granted the company a license to operate a regulated market, the intention of taking them.

3. the Commission may ask the supervisory authority referred to in paragraph 1. 2, with an indication of the market participants, referred to in paragraph 1. 1.4. In cases where, in accordance with article 4. 16 of regulation 1287/2006, the activities of an entity referred to in paragraph 1. 1 get the vital importance for the functioning of the securities market on the territory of the Republic of Poland, as well as for the protection of investors, the Commission shall cooperate with the supervisory authority, which granted the ago the company a license to operate a regulated market.

Article. 15. [the scope of regulated market] 1. Regulated market on the territory of the Republic of Poland includes: 1) stock market;

2) OTC market;

3) (repealed).

2. A regulated market referred to in paragraph 1:1). 1 point 1 – is organized by a leading stock exchange;

2) (2). 1 point 2-is organized by the leading OTC market;

3) (repealed).

3. (repealed).

Article. 16. [the Organization of markets by Exchange companies] 1. Company stock exchange or OTC market company can organize the extracted markets in terms of the kind of securities or other financial instruments, as well as of their issuers.

2. the company may exchange within the framework of the Organization of the market in the stock exchange market, extract the official listing, hereinafter referred to as "market official listing" meeting, in relation to the minimum requirements defined for a regulated market, the requirements for issuers of securities and securities traded on the market.

3. A company public or company OTC market may organise an alternative trading system. The company leading the regulated market that organizes an alternative trading system, shall apply mutatis mutandis to article. 78. 78A, article. 81 a-81 g. 104A and rules pursuant to article 114. paragraph 94. 1, paragraph 3, and paragraph 5, in so far as the rules pursuant to article 114. paragraph 94. 1 point 5 technical and organisational conditions required to conduct business.

4. Company Stock Exchange or OTC market company shall notify the Commission of its intention to organize an alternative trading system, at least 30 days before the start of the Organization of the system. The notification must contain the information proving the fulfilment of the conditions by this company to organize an alternative trading system.

Article. 17. [the delegations] 1. The proper Minister of financial institutions determines by regulation: 1) specific conditions which must comply with the regulated market and auction platform, 2) specific conditions which must comply with the official market quotations and the issuers of securities admitted to trading on the market, taking into account the need to ensure the safety and protection of the interests of investors participating in this market, traded in an unregulated. 17-20. 27 to 37 of regulation 1287/2006, in respect of the auction platform also ensure the safety of the course of the auction on the auction platform activities and protect the interests of the participants in the auction, in unregulated article. 4-21. 30-32. 35. 38. 39, art. 41, art. 42, art. 44-58. 60-64 regulation 1031/2010, taking into account the guarantee conditions for the conduct of similar auctions as provided for regulated market.

2. The Commission shall forward to the Supervisory Authority the European Securities and markets authority and the supervisory authorities of the regulated markets in other Member States a list of the regulated markets operated on the territory of the Republic of Poland.

Article. 18. [activity of the company leading stock exchange and OTC market leading company] 1. Company stock exchange and OTC market company provides: 1) the concentration of the supply of and demand for financial instruments, which are traded on the market, in order to shape their common course;

2) safe and efficient process;

3) dissemination of uniform information about courses and speed financial instruments, which are traded on the market organized by this company, including, in the case of organization of the marketing actions-in the manner and within the scope defined in article 1. 12, art. 13, art. 17-20 and article. 27-32 of regulation 1287/2006.

1a. Company stock exchange and OTC market company provides efficient and proper clearing and settlement of transactions concluded on a regulated market operated by this company, through an agreement with an entity entitled to carry out the settlement and the settlement of transactions.

1B. the operator shall be entitled to carry out clearing and settlement of transactions should meet the following conditions: 1) use solutions to ensure efficient and proper execution of the tasks entrusted to him, including meet the technical conditions make up the settlement or settlements;

2) provide for the execution of activities entrusted to him in a way that does not endanger the safety of the market and which does not damage the interests of the participants in this market.

1. the conditions referred to in paragraph 1. 1B (1), in compliance with the technical conditions, be deemed to be fulfilled in the case of the national depository and, in the case of: 1) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 6, and the company's leading clearing, entrusting to make settlement of the transaction;

2) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2 points 1 and 3, and leading the House account, entrust making settlement.

2. A company engaged in the stock exchange and OTC market company disseminates current purchase price and the selling price for shares admitted to trading on a stock exchange or on the over-the-counter market, with an indication of the total volume of orders for each of price levels in accordance with article 4. 17, art. 29, art. 30. 32 regulation 1287/2006.

2A. The information referred to in paragraph 1. 2, are disseminated promptly within normal trading hours within the meaning of article 3. 2 section 5 of the regulation 1287/2006.


2B. the Commission may exempt the company leading the stock exchange or OTC market leading company, at the request of the company from the obligation to disseminate information referred to in paragraph 1. 2 If this is justified due to the accepted way to organize the marketing of either the type or size of the orders, in accordance with article 4. 18 of regulation 1287/2006. The Commission may also relieve the company of leading stock exchange or OTC market leading company with the obligation to disseminate information referred to in paragraph 1. 2, with regard to jobs on a large scale in comparison with the standard market size for the shares within the meaning of article 3. 20 regulation 1287/2006.

2. A company engaged in the stock exchange and OTC market company disseminates in respect of contracts entered into in the relevant market transactions for shares are admitted to trading on a stock exchange or on the over-the-counter market, the data, including price, volume and time of the conclusion of each transaction, in accordance with article 4. 27, art. 29, art. 30. 32 regulation 1287/2006. Dissemination of information followed immediately after the conclusion of the transaction.

2D. The Commission may grant the company leading the stock exchange or OTC market leading company, at the request of the company, the agreement on the deferred dissemination of information referred to in paragraph 1. 2 c If this is justified due to the type or, in accordance with article 4. 28 regulation 1287/2006, due to the size of the transaction.

2E. The application for authorisation referred to in paragraph 1. 2D, a company public or company OTC market joins the principles on which will be made deferred dissemination of information referred to in paragraph 1. 2 c, after obtaining the consent of the Commission.

2f. Company stock exchange and OTC market after obtaining the consent of the company, referred to in paragraph 1. 2D, shall promote the principles on which will be made deferred dissemination of information referred to in paragraph 1. 2 c 3. (repealed).

Article. 19. [securities on a regulated market] 1. Where the law provides otherwise: 1) securities approved prospectus can be traded on a regulated market only after their release to the market;

2) making a public offering, subscription or sale on the basis of this offer, with the exception of the public offering referred to in the article. 7 paragraph 1. 4 points 4 and 5 and paragraph 1. 8 of the Act on public offering requires the investment brokerage firm;

3) suggest in any form and by any means to acquire derivatives inkorporujących permission for acquisition of securities referred to in article 1. 3 (1) (a). and, if the proposal is addressed to at least 150 persons or to the unmarked state, can be made only on a regulated market or in an alternative trading system;

4) derivatives inkorporujące permission for acquisition of securities referred to in article 1. 3 (1) (a). and, may be the subject of a proposal in any form and in any way, if the proposal is addressed to at least 150 persons or to the unmarked recipient only if the securities are admitted to trading on a regulated market or in an alternative trading system;

5) traded structured cannot be securities issued by a collective investment institutions of the open type other than entered in the register referred to in article 2. 263 of the Act of 27 May 2004 on investment funds;

6) traded exclusively on regulated market can be securities issued by mutual funds entered in the register referred to in article 2. 263 of the Act of 27 May 2004 on investment funds.

2. The transaction, which is subject to the acquisition or disposal of financial instruments or which leads to the creation of such instruments is not a game or establishment within the meaning of the provisions of the Act of 23 April 1964 – Civil Code, nor a random game or an establishment within the meaning of the reciprocal rules on gambling, even if according to the express or implied will of the parties to the actual fulfilment of the reciprocal benefits is off, and only one of the Parties shall pay the difference between the agreed selling price and the market price at the time of performance of the contract.

Article. 20. [pause or suspension of securities] 1. Where required by the safety of trading on a regulated market or is vulnerable to interest investors, a company engaged in the regulated market, on the request of the Commission, suspend the admission to trading on the market, or start a quotations indicated by the Commission in securities or other financial instruments, for a period of no longer than 10 days.

2. where the marketing of specific securities or other financial instruments is made in circumstances that point to the possibility of the threat of the proper functioning of the regulated market or trading on this market, or violation of investors ' interests, at the request of the Commission, a company regulated market suspend marketing of these securities or instruments, for a period of no longer than a month.

3. At the request of the Commission, a company regulated market excludes from the market indicated by the Commission of securities or other financial instruments, where the marketing of them threatens the essentially proper functioning of the regulated market or the security of the trading in this market, or compromises the interests of investors.

4. The request referred to in paragraph 1. 1-3, you should indicate the specific reasons which justify them.

4A. A company engaged in a regulated market, the issuer may suspend the marketing data, securities or related derivatives to provide investors with a universal and equal access to information.

4B. A company engaged in a regulated market may decide to suspend or exclude the securities or financial instruments which are not securities from the market where these instruments are no longer, fulfil the conditions in force on the market, provided that this does not cause a significant breach of the investors ' interests or the threat of the proper functioning of the market. A company engaged in a regulated market shall forthwith inform the Commission of its decision to suspend or exclude financial instruments from the market.

4. the Commission shall, in the case of supervisory authority of a regulated market in another Member State, information about the instance by that authority with a request for suspension, suspension or exclusion from the market of a particular financial instrument, to companies carrying on the regulated market and arranging an alternative trading system with an appropriate pause, suspension or exclusion from the market of the financial instrument, in so far as this does not cause a significant violation of the interests of investors or threaten the safety of the market.

5. A company engaged in a regulated market shall immediately forward to the public, through the Agency of the information referred to in article 14(2). 58 paragraph 1. 1 of the law on public offering, information about the suspension, suspension or exclusion from trading certain securities or financial instruments which are not securities. The provisions of article 4. 19 of the law on public offering shall apply mutatis mutandis.

5a. The Commission shall make public without delay information on the occurrence of the request referred to in paragraph 1. 1-3, and forward it to the European Securities and markets authority the authority and supervision of regulated markets in other Member States.

5b. The Commission shall transmit the information referred to in paragraph 1. 4B, the supervisory authorities of the regulated markets in other Member States.

6. Where financial instruments are also the subject of alternative trading system, organizer of the system after becoming aware of the information published in accordance with paragraph 1. 5 is required to take steps to fill in respect of those financial instruments the Commission request referred to in paragraph 1. 1, 2, or 3.

7. A company engaged in a regulated market does not accept fees for clearing house activities resulting from the transmission of the information referred to in paragraph 1. 5. 20A. [invalidation of auction] 1. Where required by the safety of the course of the auction pięciodniowymi futures future or threatened is the interest of market participants, a leading auction house system platform, at the Commission's request, revoked.

2. where the auction is cancelled on the basis of paragraph 1. 1, the volume of permission to sell at auction is delimited on the principles referred to in article 1. 32 paragraph 1. whereas article 5 of Regulation No 1031/2010.

3. The request referred to in paragraph 1. 1 should indicate the specific reasons which justify them.

4. A company auction house system platform shall immediately forward to the public, through the Agency of the information referred to in article 14(2). 58 paragraph 1. 1 of the law on public offering, information on the cancellation of the auction and the separation of the volume of permission to sell in accordance with the rules referred to in paragraph 1. 2.5. The Commission shall make public without delay information on the occurrence of the request referred to in paragraph 1. 1, and information about how volume-sharing permission to sell at auction, referred to in paragraph 1. 2.6. A company auction house system platform does not accept fees for clearing house activities resulting from the transmission of the information referred to in paragraph 1. 4. Chapter 2 regulated market Branch 1 stock market Article. 21. [subject to the business of leading public] 1. The stock market may be carried out only by a joint stock company.


2. Object of the company leading the stock exchange may be running only Exchange, organizing an alternative trading system, keeping the auction platform, or conducting other activities in the field of organization of trading in a financial instrument and the related activities, subject to the provisions of paragraph 2. 3 and 3a.

3. the company may carry out exchange activities in the field of education, promotion and information relating to the functioning of the capital market.

3A. A company engaged in the stock exchange, after advance notification to the Commission, can organize the marketing of the goods listed within the meaning of the Act of 26 October 2000 on the commodity (OJ 2010 No. 48, item 284, with further amendments). To the company's leading stock exchange, which organizes the marketing of goods, stock and circulation shall apply mutatis mutandis the provisions of the Act of 26 October 2000 on the commodity on the stock exchange, with the exception of article 5. 5 paragraph 1. 2 and paragraphs 1 and 2. 5-7. 6-8. 9. 1. 12 of this Act.

3B. The notification referred to in paragraph 1. 3A, company stock exchange rules accompanied by trade in the stock market, to which article 2(3) applies. 11 of the Act of 26 October 2000 on the commodity. Of any change in the rules of trade in the stock market the stock exchange company shall inform the Commission thereof.

3 c, the Commission may, within 30 days, respectively, from the date of receipt of the notification referred to in paragraph 1. 3A, or from the date of receipt of the information about the amendments to the regulations governing trade in the stock market, object to start organizing by the leading stock exchange trade in the stock market or continue, if to do so would compromise the safety of trading in a financial instrument or trade in the stock market.

4. (repealed).

5. public company has the exclusive right to publish the company the company ' stock exchange financial instruments ' or, in the case of when organizing securities, "stock exchange".

6. (repealed).

7. Equity the company's leading stock exchange is at least 10 0000 0000 zł.

Article. 22. [the company] 1. Shares of the company leading the stock exchange may only be by roll call.

2. the shares of the company leading the stock exchange can only acquire Treasury, investment companies, banks, investment funds, insurance companies, pension companies common and issuers of securities listed on the stock exchange. With the agreement of the Commission, the company leading the stock exchange may acquire other domestic and foreign legal entities.

3. The provisions of paragraph 1. 1 and 2 shall not apply where: 1) the stock exchange company is a publicly owned company;

2) traded on the stock exchange by the company are not securities.

4. A company public as soon as possible after obtaining the license to operate the stock exchange shall give to the public a list of the shareholders of the company with an indication: 1) name, surname and place of residence, in the case of natural persons, 2) names or company and place of establishment is, in the case of legal persons and entities without legal personality as well as 3) number of owned by individual shareholders and resulting from their participation in the total number of votes and the share capital of the company leading the stock exchange.

5. the obligation referred to in paragraph 1. 4, concerns the shareholders holding in empowering to perform at least 5% of the total number of votes or representing at least 5% of the share capital of the company, leading to the Exchange.

6. in the event of a change of the data contained in the list referred to in paragraph 1. 4, the stock exchange company shall without delay communicate the content of these changes to the public.

Article. 23. (repealed).

Article. 24. [going to indirect or direct acquisition of shares of the company's leading stock exchange] 1. Notice the Commission requires going to the direct or indirect acquisition or subscribe for shares of the company leading in the number of Exchange: 1) which is at least 5% of the total number of the voting rights or capital or 2) resulting in achieving or exceeding 5%, 10%, 15%, 20%, 25%, 33% or 50% of the total number of the voting rights or of the capital – the stock ownership of the company's leading stock exchange by entities in the same holding company shall be deemed to be their possession by one entity.

2. the acquisition of the company's shares through intermediate leading stock exchange means the acquisition or the placing of the shares of the entity owning, directly or indirectly, shares of the company leading the stock exchange, if, as a result of the acquisition of or comes to the met or exceeded 50% of the total number of votes or 50% of the share capital of this entity.

3. The Commission shall be entitled to notification of objection to the proposed acquisition, directly or indirectly, or subscribe for shares of the company's leading stock exchange in the purchase within 3 months from the date of the notification referred to in paragraph 1. 1 in the case where the entity wishing to acquire or cover the shares of the company leading the Exchange could have an adverse effect on the proper and stable management of the Exchange. In the case of failure of the opposition, the Commission may set a time limit within which the purchase or inclusion in the company's shares leading up to the Exchange can be made.

3A. the acquisition or the placing of the shares under the conditions indicated in the notification can occur: 1) after the expiry of the period referred to in paragraph 1. 3-in the case of failure of the opposition by the Commission or 2) within the time limit set by the Commission, in the case of failure of the opposition by the Commission and the designation of the term during which the acquisition or the coverage of the company's shares leading up to the Exchange can be made.

4. the exercise of the voting rights of the shares of the company's leading stock exchange acquired or placed without notice to the Commission, once the notice but before the expiry of the period referred to in paragraph 1. 3, despite the Commission's Declaration of opposition or in breach of a term designated by the Commission in which the acquisition or the placing of shares may be effected, it is ineffective.

5. where the entity processing the company leading public foreign investment company is a foreign bank or foreign insurance company licensed to operate is issued by the competent supervisory authority of another Member State, the Commission shall consult the supervisory authority of the entity which granted him permission to operate.

6. the provision of paragraphs 1 and 2. 5 shall apply mutatis mutandis in the case where the entity processing the company leading the stock exchange is the dominant entity to entity, referred to in paragraph 1. 5, or causes a significant impact within the meaning of article 3. paragraph 96. 3 on the operator referred to in paragraph 1. 5, and also in the case where, as a result of indirect acquisition of an entity whose shares are the subject of the acquisition, would become a subsidiary of the purchaser or entity to which the buyer will have a significant effect within the meaning of article 3. paragraph 96. 3.7. The notification referred to in paragraph 1. 1 contains an indication of the number of shares that the buyer intends to purchase, their participation in the share capital and the number of votes that the purchaser reaches at a general meeting, and submitted under pain of criminal liability of a declaration of the source of origin of funds for payment for subscribed or acquired shares of the company leading the stock exchange. Comprising a statement is required to include in it the clause reads as follows: "I am aware of criminal liability for filing a false statement." This clause shall be replaced by the letter of authority of criminal prosecution for perjury.

8. the Failure by the Commission to an objection within the time limit referred to in paragraph 1. 3, you agree to purchase shares of the company's leading stock exchange, under the conditions indicated in the notification.

Article. 25. [authorization of the Exchange] 1. Subject to paragraph 2. 4, the Exchange requires permission, which it seems the proper minister of financial institutions, at the request of the person concerned, forwarded by the Commission.

2. in order to obtain the authorisation of the company is made via an application to the Commission containing: 1) the business name and registered office of the company;

2) the personal data of members of the Management Board and the Supervisory Board of the company's leading stock exchange, hereinafter referred to as "the Board of the stock exchange" and "the Council of the stock exchange, and other people who are responsible for the start-up of the Exchange or will follow it;

3) estimated the amount of own resources and loans, intended to launch the Exchange, and the way of financing activities;

4) equity structure and height data, and the source of its origin;

5) indication of the entity or entities that will be made on the basis of an agreement with a company, settlement and the settlement of transactions concluded on the stock exchange by the company and the principles on which it is to be made by the transaction settlement clearing and the entity or entities;

6) data of the location of the Exchange and technical means to enable the functioning of the stock market, and in particular to ensure a permanent liaison with the operators referred to in point 5;

7) the undertaking at least 6 investment firms to conduct business on the stock exchange;

8) a list of the shareholders of the company holding shares entitling to perform at least 5% of the total number of votes or representing at least 5% of the share capital of the company with an indication of their shares in the total number of votes and in the share capital of the company.

3. It shall be accompanied by the articles of Association, rules of the Exchange, the procedure for prevention and disclosure cases, manipulation and analysis of economic and financial opportunities. In the case where the company also intends to organize an alternative trading system, the application shall be accompanied also the rules of the system.

4. in the case of formal shortcomings the Commission issues a decision to leave an application without consideration.


5. When issuing the authorization the proper minister of financial institutions approves the articles of Association and the rules of the Exchange.

Article. 25A. [the composition of the Management Board of the Exchange] 1. In the composition of the Management Board of the Exchange should include persons having higher education, at least a three-year length of service in the institutions of the financial market and good repute in connection with sprawowanymi features.

2. in the case when the company stock exchange organizes an alternative trading system, the conditions referred to in paragraph 1. 1, shall comply with the referrers to this business.

3. The provisions of paragraph 1. (2) does not apply in the case of when organizing alternative trading system driven by members of the Board of Directors of the stock exchange.

Article. 25B. [Powers arising from the license to operate the Exchange] 1. The Exchange licence entitles the company leading the Exchange to be installed on the territory of another Member State of information systems and technical equipment, allowing access to the stock market operators operating on the territory of another Member State.

2. Company stock exchange shall notify the Commission of their intention to take the steps referred to in paragraph 1. 1.3. The Commission shall communicate the information referred to in paragraph 1. 2 within one month to the competent supervisory authority of another Member State within the territory of which the acts referred to in paragraph 1. 1 to be taken.

Article. 26. [denial of authorization] the proper Minister of the financial institution refuses to issue a license to operate the Exchange, if the analysis of the application and accompanying documents, it appears that the applicant entity will not conduct business in a way that does not endanger the safety of trading in a financial instrument or security due interests of the participants of this market.

Article. 27. [to make changes in the composition of the Board of Directors of the stock exchange] 1. To make changes in the composition of the Board of Directors of the stock exchange shall require the consent of the Commission, granted at the request of the authority entitled to appoint and remove members of the Board of Directors of the stock exchange. The Commission refuses to consent, if the proposed changes do not provide of business in a way that does not endanger the safety of the securities or the security of the participants ' interests properly.

2. Going to the conclusion of the company's leading stock exchange agreement resulting in the change of operator settlement or settlement of transactions requires a notification to the Commission.

3. the operator shall be entitled to conclude transactions on the stock market may be entrusted with making the settlement concluded by him or any other entity transactions than the one on the basis of an agreement with a leading stock exchange transactions settlement shall be made in this market. Going to entrust making settlement requires notification to the Commission.

4. the Commission shall, within 3 months from the date of receipt of the notification, notify the opposition to the proposed contract resulting in the change of operator settlement or settlement of transactions or to entrust to another entity, transaction settlement for making planned than that on the basis of an agreement with a leading stock exchange transactions settlement made on the stock market, where the person with whom the contract is to be concluded is, or an entity designated in accordance with paragraph 1. 3 does not meet the conditions referred to in article 1. 18 paragraph 1. 1B. 5. In the case where the entity settlement or settlement of transactions does not satisfy the conditions referred to in article 1. 18 paragraph 1. 1B, the Commission may, by decision, require the company to leading public solution agreement with this entity. The Commission may set a time limit within which the termination of the contract should be made.

6. where the entity to which an entity entitled to conclude transactions on the stock market making transactions settlement entrusted, does not satisfy the conditions referred to in article 1. 18 paragraph 1. 1B, the Commission may, by decision, require the operator to change the transaction settlement. The Commission may set a time limit within which the entity change should be made.

Article. 28. [rules of the stock exchange] 1. The Council of the stock exchange, at the request of the Board of Directors of the Exchange, shall adopt the rules of the Exchange, as well as amendments to this regulation.

2. the rules of the stock exchange specifies in particular: 1) the criteria and conditions for the admission of securities and other financial instruments to trading on various stock markets, including securities admitted to trading on a regulated market in another Member State;

2) way and the settlement of disputes relating to the conduct of transactions on the stock exchange;

3) types of transactions concluded on the stock exchange;

4) order of securities and other financial instruments;

5) conditions and listing, suspension and discontinuance of securities and other financial instruments;

6) how to determine and publish courses;

session 7) days and hours of the session;

8) cancellation of a transaction;

9) way of classifying securities and other financial instruments listed on the stock exchange;

10) Exchange information system;

11) the amount of the annual fee for the use of the facilities of the Exchange;

12) fees, transactional, and their methods of calculation;

13) information obligations of issuers of securities admitted to trading only on non-official market stock market listing, as well as the conditions for recognition of information equivalent to the information current and periodic table, in the case of issuers located in a country which is a Member State, for which the Republic of Poland is the home State within the meaning of article 3. 55A of the Act on public offering, referred to in article 4. 61 of this Act;

14) procedure in the event of a breach by the issuers of the information obligations laid down in the rules of procedure;

15) provisions aimed at combating and disclosing cases of market manipulation, referred to in article 14(2). 39;

16) (repealed);

17) (repealed).

3. the rules of the stock exchange may lay down additional conditions for the admission of securities to trading only in order to protect the interest of investors. In such a case the entity applying for the admission of securities to trading data should be informed of these conditions prior to its filing.

Article. 29. [the requirement of approval by the Commission on changes to the company] 1. Changes in the statutes of the company's leading stock exchange and the stock exchange rules require the consent of the Commission. The Commission refuses to grant consent to the amendments in the Statute and the rules of procedure, if the proposed amendments are inconsistent with the provisions of the law or could affect the safety of the market.

2. Company stock exchange shall inform the Commission of any changes to the data referred to in article 1. 25 paragraph 1. 2.3. Company Stock Exchange provides the participants with market rules of the Exchange and its amendments and other established by the regulations in force in the market, it has run at least 2 weeks before the date set for their entry into force.



Article. 29A. [the conduct of the auction platform] 1. A company goes public, that we trade in derivative instruments whose price depends directly or indirectly on the price or value of emission allowances, may, with the authorization of the Commission, lead platform on which auction house system is carried out five future futures sale, unless after authorization by the platform has been designed on the basis of article. 30 paragraph 1. 1 or 2 Regulation 1031/2010 and was inscribed in the list referred to in annex III to this regulation.

2. A company that organizes exchange turnover of listed goods referred to in article 1. 21 paragraph 1. 3A, may, with the authorization of the Commission, to lead the auction house system platform, where there is a sale of two contracts on the spot market, where after authorization by the platform has been designed on the basis of article. 30 paragraph 1. 1 or 2 Regulation 1031/2010 and was inscribed in the list referred to in annex III to this regulation.

3. an application for authorization to conduct the auction platform referred to in paragraph 1. 1 or 2, includes: 1) an indication of the people who will direct the business of the in the conduct of the auction platform;

2) an indication of the types of products that will be sold at auctions organized in the context of the conduct of the auction platform;

3) a description of the technical and organizational conditions for the conduct of the auction platform;

4) a description of the risk management policy associated with the operation of the auction platform;

5) a description of the rules for determining the algorithm determining the order of tenders referred to in article 2. 7 paragraph 1. 2 Regulation 1031/2010;

6) the rules for determining the methodology referred to in article 14(2). 7 paragraph 1. 6 regulation 1031/2010;

7) an indication of the entities entitled to provide services billing and settlement, which will be made on the basis of an agreement with the company, activities related to payments and the provision of allowances sold at auctions organized by the auction house system platform and the management of security fees;

8) indicate the operating rules related to payment, delivery of emission allowances and management brought security, resulting from the contracts referred to in paragraph 7;

9) analysis of economic and financial opportunities for the auction platform during the next 3 years from the date of commencement of business auction platform.

4. The application shall be accompanied by: 1) detailed rules for the Organization of the auction;

2) rules of management of conflicts of interest;

3) rules to protect the flow of confidential information referred to in article 14(2). paragraph 62. 1 Regulation 1031/2010, and other information constituting professional secrecy;

4) internal procedure in dealing with money laundering and the financing of terrorism;

5) terms of protection movement and prevent the use of inside information, as referred to in article 1. 37 (b). (a) Regulation 1031/2010;


6) procedure for preventing and disclosing cases of manipulation or market manipulation, referred to in article 14(2). 37 (b). (b) Regulation 1031/2010.

5. The person in charge of the activities in the conduct of the auction platform shall comply with the conditions referred to in article 1. 25A, paragraph 1.

6. The provisions of paragraph 1. 5 shall not apply if the conduct of the auction platform driven by members of the Board of Directors of the stock exchange.

7. In order to determine compliance with the requirements referred to in regulation 1031/2010 imposed on leading auction house system platform, the Commission may request from the company leading public presentation of other information and documents relating to the conduct of the auction platform than contained in the application.

8. the Commission recognizes the application for permission to carry out the auction platform within 2 months from the date of its submission.

9. the authorisation shall contain: 1) company, and the address of the company's leading auction house system platform;

2) an indication of the steps which it is authorised to perform;

3) date of conducting the auction platform, no longer than 12 months from the date on which the decision to grant the permit became final.

10. The Commission refuses to grant a license to operate the auction platform, if the content of the proposal, annexed to the application documents and information or the information and documents submitted at the request of the Commission, it appears that the company stock exchange will not conduct the auction platform in a manner consistent with the provisions of the law or will not conduct its business in a manner that does not endanger the safety of trading on this platform and security properly the interests of participants in the auction.



Article. 29B we ought [detailed rules for organising the auction] 1. The conduct of the auction platform is carried out on the principles laid down in Regulation No 1031/2010, the provisions of this law and established by the leading stock exchange detailed rules for organising the auction.

2. Detailed rules for the Organization of an auction in particular lay down: 1) products which will be sold at auction;

2) rules for determining and publishing dates and hours of the auction;

3) rules for determining and publishing a calendar listing;

4) rules for the conduct of the auction;

5) format of tenders submitted for auction and how their submission;

6) requirements referred to in article 1. 19 paragraph 1. 2 (a). (e) and (f) of regulation 1031/2010;

7) input mode of the remedies referred to in article 1. 57 regulation 1031/2010;

8) types of documents and information required for the assessment of compliance with the conditions referred to in article 1. 19 paragraph 1. 3 regulation 1031/2010;

9) the rules for the handling of requests for proposals;

10) mode and the conditions for the refusal, withdrawal or suspension of release for the submission of tenders;

11) types of alternative access to the auction;

12) mode and the conditions for the control of entities entitled to direct tender auction, referred to in regulation 1031/2010;

13) types of penalties that can be applied to entities authorized to direct tender for listings, in breach of the obligations related to participation in the auction;

14) way of preventing and disclosing cases of manipulation or market manipulation within the meaning of article 3. 37 (b). (b) Regulation 1031/2010;

15) way of money laundering and the financing of terrorism;

16) way and the out-of-court settlement of disputes relating to the conduct of the auction;

17) the structure and amount of fees.

Article. 30. [rights and duties of the President of the Commission] 1. The President of the Commission or a person authorized by him shall have the right to: 1) access to the premises and the premises of the company leading public purpose to inspect the books, documents and other media;

2) participate in meetings of the Council of the stock exchange and the General meetings.

2. at the request of the President of the Commission or a person authorized by him, the person authorized to represent the company's leading stock exchange or included in the composition of its governing bodies and supervisory bodies or remaining with this company in the employment relationship are required to immediately draw up and forward, at the expense of the company, copies of documents and other information, and to provide written or oral explanations.

3. the obligation referred to in paragraph 1. 2 the onus is also on the rewidencie experts and persons authorized to represent the entity authorised to audit accounts or with a relationship-as far as the steps to be taken by the person or entity in connection with the examination of the accounts of the company leading the Exchange or provision of on the company's leading stock market other services referred to in article 1. paragraph 48. 2 of the Act of 7 May 2009 on the Chartered reviewers, and their local government, entities authorised to audit accounts and public supervision (OJ No 77, poz. 649, as amended). This is without prejudice to the obligation of secrecy referred to in article 14(2). 59 of this Act.

4. On the written request of the Commission, the Board of Directors of leading public is obliged to: 1) the convening of an extraordinary general meeting or 2) put on the agenda of the Commission designated by the Affairs of the General Assembly.

5. in the event of failure to perform the obligations referred to in paragraph 1. 4, to request the Commission shall apply mutatis mutandis the provisions of article 4. 401 § 1 and 3 of the Act of 15 September 2000-the code of commercial companies.

6. the Commission may order the Council of the stock exchange to take without delay, but not later than within 10 working days, the resolution in a given case.

7. the Commission may bring to the Court a resolution of the General Assembly or the Council of the stock exchange, within 30 days from the date of receiving the news about the resolution, by way of an action for its annulment if the resolution violates the law, the provisions of the Statute, the rules or the principles of marketing security or if it has been taken in breach of the provisions of the law, the provisions of the statute or of the rules of procedure.

8. in the case of presumptions as to the correctness or reliability of the financial statements or other financial information, the obligation to produce results from separate provisions or the accuracy of the conduct of the accounts, the Commission may delegate control of these reports, information and accounts of the company entitled to audit accounts. In cases where the existence of significant irregularities, demonstrates a company stock market returns to the Commission to carry out the audit costs.

Article. 31. [stock transactions Page] 1. The parties to the transactions concluded on the stock market can only be: 1) investment firms;

2) investment brokerage not engaged foreign companies on the territory of the Republic of Poland;

3) Deposit or, where the national depository donated activities from the scope of the tasks referred to in article 1. paragraph 48. 2 points 1 and 3, in the case referred to in article 2. paragraph 59. 3.

4) a company the Board of account-in the case referred to in article 1. 68c paragraph 1. 3.2. The parties to the transactions concluded on the stock market may also, under the conditions laid down in the rules of the Exchange, other purchasers, and leftovers, financial instruments in its own name and on their own account: 1) the participants in the national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1 or 2, or of the company leading the House account and a clearing house, referred to in article 14(2). Br.68A;

2) non-participants of the entity referred to in paragraph 1, provided an indication of the entity which is the participant of an entity referred to in paragraph 1, which has undertaken to fulfil the obligations in connection with the settlement concluded the transaction.

3. Legal Action for the transaction to be concluded on the stock market made by persons other than those referred to in paragraph 1. 1 and 2 is void.

Article. 32. [Admission of financial instruments to trading on the stock market] 1. A resolution on the admission of financial instruments to trading on the stock market shall the Governing Board of the stock exchange within 14 days of the date of submission of the application.

2. where the application is incomplete or it is necessary to obtain additional information, respectively, the Board of the Exchange or the Council of the stock exchange may, to the extent necessary to determine whether the financial instruments which are the subject of the application shall comply with the criteria and conditions referred to in article 1. 28 paragraph 1. 2 paragraph 1 – require complete proposal or presentation of this information. In this case, the course time limits referred to in paragraph 1. 1 and 3, begins at the time of fulfilment of the request by the applicant.

3. the Management Board of the stock exchange refuses admission of financial instruments to trading on the stock market, if you are not satisfied the criteria and the conditions referred to in article 1. 28 paragraph 1. 2 points 1. In the case of a refusal, the applicant may be appealed to the Council of the stock exchange, within the time limit laid down in the rules of the Exchange. Consideration of appeal follows within one month from the date of its submission.

4. Resolution of the Council of the stock exchange, not including a reference the applicant may contest the Court of jurisdiction for the Head Office of the company's leading stock market, within 14 days from the date of receiving the news about the resolution, if the refusal to release violates the provisions of the rules of the Exchange. Judgment of the court taking into account the action replaces the resolution of financial instruments to trading on the stock market.

5. Convertible Bonds, bonds with subscription warrant or prior right may be admitted to trading on a market official listing, provided that the shares issued to implement the rights of these securities are also covered by an application for admission to trading on the market or are already listed on the same or on a different market official listing or on a regulated market in another Member State.


6. a company whose shares are admitted to trading on the official market quotations, is required to submit an application for admission to trading on the stock market, the new issue of the same kind of public offering, no later than within 12 months from the date of termination of the subscription, or cessation of limiting their marketability — if such a restriction was established.



Branch 2 OTC market Article. 33. [OTC market] 1. OTC market, may be carried out only by a joint stock company.

2. the activities of the leading OTC market may be organized only over-the-counter, organized an alternative trading system, keeping the auction platform, or conducting other activities in the field of organization of trading in a financial instrument and the related activities, subject to the provisions of paragraph 2. 3 and 3a.

3. Company OTC market may operate in the field of education, promotion and information relating to the functioning of the capital market.

3A. the company OTC market, after prior notification to the Commission, can organize the marketing of the goods listed within the meaning of the Act of 26 October 2000 on the commodity. The company leading OTC market that organizes the marketing of goods, stock and circulation shall apply mutatis mutandis the provisions of the Act of 26 October 2000 on the commodity on the stock exchange, with the exception of article 5. 5 paragraph 1. 2 and paragraphs 1 and 2. 5-7. 6-8. 9. 1. 12 of this Act.

3B. The notification referred to in paragraph 1. 3A, a company engaged in OTC market trading rules accompanied by a goods Exchange, to which article 2(3) applies. 11 of the Act of 26 October 2000 on the commodity. Of any change in the rules of trade in listed company OTC market shall inform the Commission thereof.

3 c, the Commission may, within 30 days, respectively, from the date of receipt of the notification referred to in paragraph 1. 3A, or from the date of receipt of the information about the amendments to the regulations governing trade in the stock market, object to start organizing by the leading OTC market trade in the stock market or continue, if to do so would compromise the safety of trading in a financial instrument or trade in the stock market.

4. (repealed).

5. (repealed).

6. Equity capital the company leading OTC market is at least 5 0000 0000 zł.

Article. 34. [company OTC market] 1. Shares of the company leading OTC market may only be by roll call.

2. the shares of the company may only acquire the OTC market leading investment firms, banks, investment funds, insurance companies, pension companies common issuers of securities listed and traded on the market. With the agreement of the Commission, the company may acquire other domestic and foreign legal entities.

3. The provisions of paragraph 1. 1 and 2 shall not apply where: 1) company OTC market is a publicly owned company;

2) traded on the over the counter market run by the company are not securities.

4. Company OTC market as soon as possible after obtaining authorisation to carry out over-the-counter shall provide to the public a list of the shareholders of the company with an indication: 1) name, surname and place of residence, in the case of natural persons, 2) names or company and place of establishment is, in the case of legal persons and entities without legal personality as well as 3) number of owned by individual shareholders and resulting from their participation in the total number of votes and the share capital of the company leading OTC market – and this obligation applies shareholders holding in empowering to perform at least 5% of the total number of votes or representing at least 5% of the share capital of the company leading OTC market.

5. in the event of a change of the data contained in the list referred to in paragraph 1. 4 company OTC market shall without delay communicate the content of these changes to the public.

Article. 35. (repealed).

Article. 36. [Authorization of the Commission to carry out over-the-counter] 1. Conduct over-the-counter require authorisation from the Commission, issued at the request of the person concerned. The provisions of article 4. 25 paragraph 1. 2 and 3 shall apply mutatis mutandis.

2. the Commission recognizes the application within two months from the date of its submission.

3. the Commission shall refuse authorisation to carry out over-the-counter, where an application for authorisation do not meet the specified conditions for him, or when the data shows that the applicant entity will not conduct business in a way that does not endanger the safety of trading in a financial instrument or security due interests of the participants of this market.



Article. 36A. [the sale of five future futures and the sale of two contracts for the spot market] 1. Company OTC market that leads under the market trading in financial instruments whose price depends directly or indirectly on the price or value of the entitlements to greenhouse gas emissions, may, with the authorization of the Commission, to lead the auction house system platform, where there is a sale of five future futures, unless after authorization by the platform has been designed on the basis of article. 30 paragraph 1. 1 or 2 Regulation 1031/2010 and was inscribed in the list referred to in annex III of regulation 1031/2010.

2. Company OTC market that organizes marketing listed goods referred to in article 1. paragraph 33. 3A, may, with the authorization of the Commission, to lead the auction house system platform, where there is a sale of two contracts on the spot market, where after authorization by the platform has been designed on the basis of article. 30 paragraph 1. 1 or 2 Regulation 1031/2010 and was inscribed in the list referred to in annex III of regulation 1031/2010.

3. the provisions of article 3. paragraph 29A. 3-8. 29B we ought apply accordingly.

4. the authorisation shall contain: 1) company, and the address of the company's leading auction house system platform;

2) an indication of the steps which it is authorised to perform;

3) date of conducting the auction platform, no longer than 12 months from the date on which the decision to grant the permit became final.

5. the Commission refuses to grant a license to operate the auction platform, if the content of the proposal, annexed to the application documents and information or the information and documents submitted at the request of the Commission, it appears that the company will no OTC market conduct of the auction platform in a manner consistent with the provisions of the law or will not conduct its business in a manner that does not endanger the safety of trading on this platform and security properly the interests of participants in the auction.

Article. 37. [rules of trading on OTC] 1. The Supervisory Board of the company leading OTC market, on a proposal from the Executive Board, shall adopt the rules of trading on this market.

2. the Granting of the authorisation referred to in article 2. paragraph 36. 1, the Commission shall approve the statutes of the company leading OTC market and trading on this market.

3. for the company leading OTC market and to exercise supervision of the company shall apply mutatis mutandis the provisions of article 4. 24, art. 25A and 25b, art. 27-30. 32 paragraph 1. 1-4.

Article. 38. [OTC transactions Page] 1. Trading on the over the counter market shall apply mutatis mutandis the provisions of article 4. 31.2. Investment firms which are parties to the transactions on the market over the counter, carrying out tasks related to the Organization of a regulated market referred to the rules of procedure referred to in article 2. 37 paragraph 2. 1, may contain transactions for the purchase or sale of securities directly from the giver.



Branch 3 prohibition of market manipulation Article. 39. [prohibition of manipulative] 1. Prohibited is the manipulation of financial instrument, hereinafter referred to as "manipulation."

2. Manipulation provides: 1) orders or transactions of misleading or likely to cause confusion as to the actual demand, demand or price of financial instruments, unless the reasons for these actions were authorized, and complex orders or transactions do not breach of accepted market practices on the regulated market in question;

2) orders or transactions resulting in unnatural or artificial price fixing of one or more financial instruments, unless the reasons for these actions were authorized, and complex orders or transactions do not breach of accepted market practices on the regulated market in question;

3) orders or transactions, with the intention of calling other legal effects than those for the attainment of which is actually carried out the Act;

4) dissemination through mass media, including the Internet, or otherwise false or incorrect information or rumours that are or may be misleading in terms of financial instruments: (a)) by the journalist-if you do not work with due professional diligence or if received with the dissemination of such information, direct or indirect loss or for personal benefit of himself or another person even acting with the diligence, b) by another person, if she knew, or by displaying the due diligence to find out that they are false or misleading information;

5) orders or transactions while at the same time the introduction of market participants in error or the use of their error, as to the price of financial instruments;


6) ensuring control over demand or supply a financial instrument in contravention of the principles of fair trade or in a way that causes direct or indirect price fixing, acquire or dispose of financial instruments;

7) the acquisition or disposal of financial instruments at the end of quotations, causing misleading investors carrying out activities on the basis of a fixed price quotation at this stage;

8) getting material benefits from the impact of opinion concerning financial instruments or issuers expressed in the mass media in such a way as to occasional or regular, on the price of financial instruments, if it has not been publicly disclosed in a complete and honest, who currently plays for conflict of interest.

3. The provisions of paragraph 1. 2 shall not apply to: 1) the acquisition by the company of its own shares to the public or its operator Bill or on its behalf, provided that the acquisition it will take place in the mode, time limit and under the conditions laid down in the provisions of Commission Regulation (EC) no 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (OJ l. EC-L 336 of 23.12.2003);

2) transactions for execution of statutory tasks in the field of monetary policy, or foreign exchange State or public debt management, concluded by the persons authorized to represent the State or the competent authorities of the Polish National Bank, as well as by the European System of central banks;

3) acquisition of financial instruments in order to stabilize their prices traded on a regulated market, provided that the acquisition it will take place in the mode, time limit and under the conditions laid down in the provisions referred to in paragraph 1.

4. the prohibitions and requirements referred to in paragraph 1. 1-3, are applicable to: 1) behaviors occurring on the territory of the Republic of Poland or of another Member State concerning financial instruments admitted or subject to apply for admission to trading on a regulated market within the territory of the Republic of Poland;

2) behaviors occurring on the territory of the Republic of Poland concerning financial instruments admitted or subject to apply for admission to trading on a regulated market in the territory of any other Member State;

3) financial instruments entered in the alternative trading system on the territory of the Republic of Poland;

4) to sell at auction five future futures.

Article. 40. [for providing information about the suspicion of manipulation] 1. Supervised entities referred to in article 1. 5 points 1 and 2 and paragraphs 12 and 13 of the Act on the supervision shall be obliged to immediately communicate to the Commission, if it is appropriate due to the granted permit to operate subject to entity ago supervision, established entity, or established its branch-information about any reasonable suspicion of manipulation, which, subject to paragraph 2. 2:1) details of the suspicious transaction, indicating: (a)) financial instrument which is the subject of the transaction, (b)) of the transaction and its conclusion, c) date and place of the transaction, (d)) price and volume of transactions, e) type of system and market quotations for financial instruments that are affected by the transaction, f) of the description of the order concerning financial instruments that are affected by the transaction, including its type and size, g) the person who made the order or has entered into a transaction , specifying in particular whether it acted on its own account or on behalf of another person;

2) reasons for suspicion;

3) information permitting the identification of the persons on behalf of whom the order was made or entered into the transaction, and other people involved in the transaction to be concluded;

4 therefore supervised entity) of the suspicious transaction and the persons referred to in paragraph 3, resulting from the nature of the principal activities performed by, in particular, referred to in article 1. paragraph 69. 2 paragraph 2 or 3;

5) other information that in the evaluation of the supervised entity referred to in article 2. points 1, 2, 5, 12 or 13 of the Act on the supervision, can have a vital importance for the verification of the suspicion;

6) date and place of preparation of information and signature of the person transferring the information.

2. in the case when performing the obligation referred to in paragraph 1. 1 supervised entity does not have all the information, communicate that information, which are known to him, to say the least, with an indication of the reason came to the suspicion of manipulation. Other information in the possession of the supervised entity came later, the entity shall, without delay after their receipt.

3. The information referred to in paragraph 1. 1 and 2, may be drawn up and submitted by an entity supervised in any way other than in writing, particularly in electronic form, or by using the means of communication at a distance, with the confidentiality of this information. In such a case the entity supervised, at the request of the Commission, submit evidence in writing of the fact that the transfer of information.

4. Upon receipt of the information referred to in paragraph 1. 1 and 2, the Commission shall immediately transmit them to the competent supervisory authority of another Member State, to the functioning of the regulated market, which it is connected.

5. the obligation referred to in paragraph 1. 1, the onus is also on: 1) other non-supervised entities referred to in article 1. points 1, 2, 5, 12 or 13 of the Act on the supervision of national banks, and branches of credit institutions within the meaning of the provisions of the Act of 29 August 1997-Bank law, carrying out the activities referred to in article 1. paragraph 69. 2 point 1-7;

2) entities referred to in article 1. 70 paragraph 1. 1 points 2, 3 and 10.

6. The entity performing the obligation referred to in paragraph 1. 1, both about the fact of the notification and its contents may not inform the entities other than the Commission, and in particular the persons on whose behalf the transactions performed, or entities associated with those persons, except in cases where required to communicate such information arises from the provisions of other laws.

Article. 41. [Factors constituting about manipulation] 1. The Commission and the market participants considering whether the submission of orders or data containing transaction data can be manipulation, referred to in article 14(2). paragraph 39. 2 points 1 and 2, they shall take account in particular of: 1) as a significant part in the daily course of a specific financial instrument on the regulated market in question have order data or transactions, and in particular whether they cause a significant change in the price of the financial instrument;

2) as far as orders, which have significant participation in offers to buy or sell, or the transactions that have a significant share in the purchase or sale of a specific financial instrument, it causes a significant change in the price of the financial instrument: a) or b) derivative instrument referred to in point (a). a, or c) specific contributing law issue a financial instrument which is admitted to trading on a regulated market;

3) whether transactions affect the change of the actual state of the possession of a specific financial instrument admitted to trading on a regulated market;

4) as far as changing in quick succession the share transaction orders or offers to buy or purchase to participate in sales or offers for sale, or vice versa, which orders or transactions have a significant part in the daily course of a specific financial instrument on the regulated market concerned, resulting, directly or indirectly, a significant change in the price of the financial instrument;

5) as far as the submission of short intervals of orders or the conclusion of the transaction in the same way it calls short-term change in the price of the financial instrument, which then returns to the level prior to its amendment;

6) as long as the orders cancelled prior to implementation of the change in terms of the best in terms of price bids or sales or other offers to buy or sell a financial instrument admitted to trading on a regulated market;

7) as far as trades during the period which is the basis for determining the price, strike price, the reference price or the value of a financial instrument, or in the time leading up to this period or transactions at the same time affect the price of the financial instrument on the basis of which a clearing price is fixed, the exercise price, the reference price or valuation.

2. When considering whether orders to trade or transaction occurs while the introduction of market participants or wyzyskaniu their error as to the price of the financial instruments, the Commission and the participants in the market shall take into account, in particular: 1) whether orders to trade or transactions by individuals in the period leading up to or following the dissemination by such persons or persons linked to them of false or misleading information;

2) or orders or transactions by individuals in the period leading up to or following the completion of or dissemination by such persons or persons linked to them erroneous, biased or clearly dictated by the intention of material gain or personal recommendation.

Article. 42. [Recommendations concerning financial instruments] 1. The person drawing up the recommendations concerning financial instruments or issuers, their exhibitors, intended for distribution among investors, and those involved in the dissemination of such recommendations are required for due diligence, to ensure the accuracy of the reports recommendations and the disclosure of the equitable interest, as well as conflicts of interest existing at the time of their preparation or dissemination.


2. The proper Minister of financial institutions may determine by regulation the types of information which are the recommendations concerning financial instruments or issuers, their exhibitors, how to draw up and disseminate such recommendations and detailed conditions to which should correspond to those recommendations, taking into account the need to ensure their fair presentation and disclosure of equitable interest and the existence of conflict of interests and the security of trading on the market and prevent the infringement of the interests of its participants.

3. the prohibitions and requirements referred to in paragraph 1. 1, and the resulting legislation issued on the basis of paragraph 1. 2 shall apply in the cases referred to in article 1. paragraph 39. 4. 43. [the application of the provisions of the Act] 1. The provisions of this Division apply to financial instruments admitted to trading on a regulated market within the territory of the Republic of Poland or any of the other Member States or which have been the subject of applying for admission to trading on such a market, regardless of whether the transactions, which subject is the instrument, shall be made in this market, taking into account paragraph 3. 2.2. The recipe article. paragraph 39. 2 point 4 (b). (b) shall also apply to securities which are the subject of the public offering, to be release to trading on a regulated market or the introduction to the alternative trading system.



Division 4 Accepted market practices Article. 44. [Accepted market practices] 1. Accepted market practices are behavior, which reasonably can be expected in one or more financial markets and are, by way of resolution, accepted by the Commission in accordance with the guidelines referred to in article 3. paragraph 45. 1.2. The resolution referred to in paragraph 1. (1) subject to the notice in the official journal of the Financial Supervision Commission.

Article. 45. [preservation of which adopted the practice of the Bank] 1. The Commission is considering whether certain behaviour is accepted market practices shall take into account, in particular: 1) the transparency and intelligibility of the market practice for the participants of the market;

2) the need to protect the proper functioning of the market and the impact of supply and demand;

3) impact of a specific practice on market liquidity and efficiency of the operation of the market;

4) degree include marketing principles found in the relevant market and enables market participants to take timely appropriate action in connection with this practice caused by the change of the market situation;

5) the risk in relation to financial instruments carries a specified market practice for the proper functioning of the regulated markets or directly or indirectly related not covered by any of the Member States;

6) the results of the investigations conducted by the competent supervisory authority and other bodies authorized to conduct proceedings in respect of abuses carried out in the course of financial instruments for a particular market practice, in particular if this practice infringes the provisions put in place to prevent abuses in the relevant market (s) directly or indirectly related to any one market of a Member State or infringe provisions laid down in the regulations governing the rules of conduct on those markets;

7) specific characteristics of a regulated market or it is regulated or not, the types of financial instruments traded, types of market participants, including the share of individual investors traded on the market.

2. the Commission shall regularly verify the accepted market practices, and taking into account the important changes in the functioning of the market, such as changes in the rules or the rules of the market organization.

3. taking into account the need to protect the principles of a fair and proper interaction of the forces of supply and demand, in particular to analyze the impact of specific market practices for the main parameters of the market, such as: 1) the conditions prevailing in the relevant market;

2) average price for the session;

3) price as determined at the end of quotations.

4. Specified, in particular new or will vary according to market practice can be applied, even if it was not accepted by the Commission.

5. Before accepting a particular behaviours, as accepted practice in the market, the Commission shall carry out consultations aim to consult: 1) competent bodies who are participants in the market, respectively, of securities or other financial instruments, commodities or services of investment funds and associations and organisations, bringing together the participants in those markets;

2) of the competent supervisory authority in another Member State in which the regulated market has similar characteristics, in particular in terms of organization, size and types of transactions.

6. An amendment adopted market practices prior consultations with stakeholders and organisations referred to in paragraph 1. 5.7. The Commission shall report to the European Securities and markets authority the authority and to the public the contents of the resolution referred to in article 14(2). paragraph 44. 1, indicating at the same time, the guidelines, which take into account by accepting data behavior as accepted market practice.

8. in the case of administrative proceedings, investigation or criminal law on execution of supervision by the Commission concerning the behaviour of the opinion referred to in paragraph 1. 5, the Commission may suspend consultations until the end of this procedure.



SECTION III System depository-settlement Article. 45A. [rules of conduct the depository-settlement system] 1. On the principles set out in this chapter, subject to article 22. 18 paragraph 1. 1A and 1b, is the deposit of securities and registration of financial instruments which are not securities settlement and clearing of transactions with the financial instruments and to perform other activities related to the depository-settlement system.

2. Whenever attendee is mentioned in this chapter, shall mean an entity which is a participant in the national depository accordingly, the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2, CCP, clearing house or clearing-house.

Article. 45b. [Settlement transactions for the subject of financial instruments] 1. Settlement of the transaction having as a matter of financial instruments is to determine the amount of benefits in cash and in kind resulting from concluded transactions adopted way of settlement, to which they are entitled or obliged to: 1) participants who are parties to these transactions;

2) in the case referred to in article 1. paragraph 45 h power. 1 – National Deposit, the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2, clearing house, or CCP (the applying entity);

3) participants who on the principles laid down in the rules of applying entity: a) have committed themselves to this entity to perform the obligations arising from the settlement of transactions concluded by others and b) in the case where the settlement of the transaction in the manner referred to in article 2. 45 h power-have obtained permission of the entity that contains the transactions on the performance of the duties referred to in point (a). a – (participants who are parties to the settlement).

2. The settlement of transactions for the subject of financial instruments is a load or deposit account, the bulk account or securities account operated by the national deposit, the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 (1), or by a clearing house (the entity carrying out clearing), respectively, in connection with the transaction of disposal or acquisition of financial instruments, as well as according to the established during the settlement of the amounts of benefits, recognition or load a bank account or cash account designated by a participant that is a party to the transaction or a party to the settlement.

Article. 45 c [System run by the Polish National Bank] billing and clearing transactions and registration in the securities field: 1) issued by the State Treasury or the Polish National Bank, 2) the transferable property rights arising from securities issued by a State or National Bank Polish-can be made in a separate system run by the Polish National Bank.

Article. 45 d [the emergence of complying with the provision of which is a surplus value of benefits] if the means of settlement lies in the fact that an entity referred to in article 2. 45B paragraph 1. 1, is obliged to comply with the provision in the amount representing the excess value of monetary benefits him or non-monetary, the obligation to be met by the operator to provide this amount arises at the moment of conclusion of the transaction, and in the case referred to in article 1. paragraph 45 h power. 1-from the moment of acceptance of the transaction for settlement. This does not exclude the possibility of establishing a different amount in the cases referred to in article 1. 45f. 45e [legal remedies against a participant acting on a regulated market] 1. The opening of insolvency proceedings, bankruptcy, restructuring, or the opening of winding-up, as well as to take other legal measures with respect to the Member or other entity that contains the transactions: 1) on a regulated market, 2) in the alternative trading system, 3) in addition to the marketing organized-consisting of selling financial instruments with a commitment to repurchase them, as well as other transactions, if on the basis of the provisions of the law shall be liable to account by applying operator


-resulting in suspension or cessation of payment debts by making or restricting its ability in the field of freedom to dispose of his property, including the suspension of the Bank's activities in specific provisions of the Act of 29 August 1997-Bank law, does not produce legal effects in relation to the funds held in your account, deposit account, securities account, a cash account or the bank account of the participant or entity for the implementation of the settlement of the transaction to the extent that these measures are intended to carry out the settlement of the transaction in the undertaking carrying out the settlement, even if the proceeding was initiated, the decommissioning of the open or any other legal measure was taken before its settlement.

2. the measures referred to in paragraph 1. 1, do not produce legal effects to the principal of the holder of the security in respect of the subject matter of the security set up by the participant or by another entity that contains the transactions: 1) on a regulated market, 2) in the alternative trading system, 3) in addition to the marketing organized-consisting of selling financial instruments with a commitment to repurchase them, as well as other transactions, if on the basis of the provisions of the law shall be liable to account by applying entity is in favour of another participant or on behalf of the applying entity , on the principles set out in the rules of the subject field.

3. The entity performing the clearing of transactions shall be entitled to use: 1) the measures referred to in paragraph 1. 1, belonging to the entity that contains the transaction referred to in article 2. 45 g of paragraph 1. 1 and 2) as established by the entity of the security referred to in paragraph 1. 2-in order to make the settlement concluded by the subject of the transaction, including the case where its application in the manner referred to in article 2. 45 h power. The provision of paragraph 1. 1 shall apply also in the case when the system of registration of securities is carried out by the Polish National Bank.

Article. 45f. [suspension of transaction settlement] 1. In the absence of a deposit account, the bank account indicated by the settlement account, securities account or the account of funds of the participant that is a party to the transaction or a party to the settlement, needed to carry out the settlement of the transaction, the entity carrying out the settlement specifies the transactions settlement shall be suspended.

2. the guarantee System referred to in article 2. paragraph 59. 2, or security system referred to in article 2. 68c paragraph 1. 2, may provide for the failure to comply with the benefits to the participant, which caused the suspension of the settlement of the transaction.

Article. 45 g [the exercise of the rights and obligations arising from a transaction by the niezobowiązany to their clearance] 1. The entity that contains the transactions subject to the settlement, which is not a participant liable for the performance of obligations resulting from the settlement of such transactions, may exercise the rights or obligations arising from these transactions only through a participant that is a party to the settlement, on the principles set out in the Statute and in the rules of the subject field.

2. In the case where the settlement of the transaction in the manner referred to in article 2. 45 h power, prior to the start of the exercise by a participant that is a party to the settlement of obligations arising from the settlement of transactions referred to in paragraph 1. 1, he is obliged to: 1) obtain from the entity that contains the transactions in a written statement, in which it expresses its consent to the exercise by a participant of its obligations under the settlement concluded by him;

2) forward the statements referred to in paragraph 1, to the company that accounts for.

3. In the case referred to in paragraph 1. 1 and 2:1) the applying entity becomes entitled to demand fulfilment of benefits resulting from transactions concluded by an entity referred to in paragraph 1. 1, against a participant that is a party to the settlement.

2) party clearance may not be invoked to subject field on the allegations related to a legal relationship that connects it with the subject containing the transactions.

4. Withdrawal of consent, referred to in paragraph 1. 2, paragraph 1, or conceiving other event, which results in a lack of legal basis for the continued exercise by a participant that is a party to the settlement of the rights or obligations arising from transactions by the entity issuing the permission, legal effect from the date of the expiry of the obligations of that participant to the applying entity to fulfil the obligations related to the clearance of those transactions. As soon as it came by a participant that is a party to the settlement news of the cancellation of the agreement or other legal event that results in a lack of legal basis for the continued exercise by a participant that is a party to the settlement of obligations arising from transactions by the entity issuing the permission, it is obliged to immediately apply for dissolution or modification of the agreement on participation in the applying entity in this regard.

5. Termination or amendment to the agreement to participate in the applying entity, concluded by a participant that is a party to the settlement of transactions executed by another entity, shall not affect the obligations arising from the settlement of transactions that were concluded before its dissolution or change.

Article. 45 h power [Way of settlement] 1. The settlement way can rely on joining by applying entity in the rights and obligations of the parties in relation to the transaction: 1) the other party of the transaction-if the other party is a participant in the transaction and is committed to applying entity to perform the obligations arising from the settlement concluded by her transaction, or 2) the other party is a participant in the settlement, in the case referred to in article 2. 45 g. Upon adoption of the transactions to be settled in the manner referred to in paragraph 1. 1, the rights and obligations arising therefrom shall be extinguished, and in it's place: 1) in the case referred to in paragraph 1. 1 point 1-transaction becomes empowered or required pursuant to this transaction in relation to the subject field or 2) in the case referred to in paragraph 1. 1 point 2: a) transaction becomes authorized or required pursuant to this transaction in relation to the participant, which on the basis of a concluded contract with it undertook to carry out the tasks of the participant that is a party to the settlement concluded by her transaction, b) a participant referred to in (a). and, it becomes entitled or required pursuant to this transaction in relation to the subject field (the settlement Novaja kachovka, cherson).

3. The obligations referred to in paragraph 1. 2 point 1 and point 2 (a). (b), by meeting the established the settlement as a result of the provision, which is to: 1) service receivable in respect of transactions in which he entered the applying entity or 2) sum of benefits of the same kind, referred to in paragraph 1, for which the applying entity is entitled to the entity referred to in paragraph 1. 1, less the sum of benefits of the same kind, referred to in paragraph 1, to which the applying entity is obliged to this entity, or 3), the sum of benefits of the same kind, referred to in paragraph 1, to which the entity referred to in paragraph 1. 1, is entitled to the applying entity, less the sum of benefits of the same kind, referred to in paragraph 1, to which the entity is bound to the subject field.

The applying entity is entitled to deductions from tax benefits for the provision of the same kind due under participation of the entity referred to in paragraph 1. 1 in the system of guaranteeing the correct performance of the obligations arising from the transaction.

4. the rules of the entity field specifies the type of transactions that are subject to the settlement in a manner referred to in paragraph 1. 1, the conditions and the moment of the adoption of these transactions to be settled, as well as the responsibility of the entity applying for non-performance or improper performance of obligations arising from these transactions. The rules of applying entity may also identify specific cases where due to safety and liquidity of accounts, the obligation to comply with the settlement benefits will expire by meeting another provision (provision of replacement). The amount of replacement benefits should be defined in a way that does not lead to pokrzywdzenia of the entity entitled to receiving it. To provide a replacement provision shall apply by analogy paragraphs 1 and 2. 3, second sentence.

5. in the case referred to in paragraph 1. 1, paragraph 2, a member party of the settlement shall be entitled to meet the billing benefits with cash or financial instruments, an entity that has entered into a transaction.

6. Referral by the parties to settle the transaction means that they express the consent to the rules and the way the settlement referred to in the rules of the subject field.

7. Since the adoption of the transaction for settlement by the applying entity party to the participant and the applying entity may rely solely on the allegations arising from the legal relationship arising in place of contained transaction, account being taken of article 5(1). 45 g of paragraph 1. 3 point 2.

8. If, on or after the date of settlement of the transactions concluded by a non-party to the settlement, but before saving on a securities account of that entity acquired by him as a result of this transaction, securities, to establish the right to the beneficial use of these securities, which is a party to the settlement-upon receipt of these benefits – is obliged to release the side of the transaction.


9. The obligation referred to in paragraph 1. 2 paragraph 2 (a). and, it becomes due and payable on the date of settlement of the transaction.

10. The fulfilment of the settlement benefits, which are subject to the securities in the case referred to in paragraph 1:1). 1, paragraph 1, by, respectively, the recognition of a deposit account or securities account, indicated by the transaction processing party.

2) (2). 1 point 2-by recognising the deposit account indicated by the participant that is a party to the settlement to the company that accounts, which corresponds to the securities account of the run for the transaction.

11. The acquisition of securities which are traded on the basis of paragraph 1. 2 paragraph 2 by a participant that is a party to the settlement of the transaction gives rise to the side of the participant the obligations laid down in the provisions of Chapter 4 of the Act on public offering only where such securities are recorded on its securities account on the day following the settlement date of the transaction. This provision shall apply mutatis mutandis to the acquisition of securities by the applying entity on the basis of paragraph 1. 2.12. To the novation of account shall not apply the provisions of article 4. 506-525 of the Act of 23 April 1964 – Civil Code.

13. following the settlement Novaja Kachovka, Cherson in the framework of the settlement, which is the transfer of financial instruments, does not constitute a sale or a loan within the meaning of the provisions of the Act of 23 April 1964 – Civil Code.

14. in the case of bankruptcy the subject field, rule article. 85 of the law of 28 February 2003-bankruptcy (OJ from 2015. poz. 233 and 978) shall apply mutatis mutandis to the transactions accounted for in a manner referred to in paragraph 1. 1 and 2.

15. in the case of the opening to the applying entity accelerated composition proceedings, composition proceedings or proceedings the provisions of article sanacyjnego. 250 of the Act of 15 may 2015-restructuring Law (OJ reference 978) shall apply mutatis mutandis to the transactions accounted for in a manner referred to in paragraph 1. 1 and 2.

Article. 46. [the national depository] 1. The national depository for works in the form of a public limited-liability company.

2. The national Deposit may only be by roll call.

3. the Shareholders of the national depository can be: public companies, OTC market companies, investment companies, banks, the Treasury, the Polish National Bank, international financial institutions, which is a member of the Republic of Poland, as well as legal persons, or other organizational units, which operate in the field of securities registration, clearing or settlement transactions in securities, or to organize the operations of the regulated market, having established in the territory of a Member State or the Member States belonging to the OECD and subject to oversight by the supervisory authority of that Member State.

4. (repealed).

5. In matters relating to the reports of the Board of the national depository of the company's activities, plans and activities of the national depository financial plans, reports on the activities of the compensation system referred to in article 2. 146 paragraph 1. 1, the regulations referred to in article 1. 50 paragraph 1. 1, art. 66 paragraph 1. 2, art. paragraph 134. 1, and other regulations of the national depository certificates issued on the basis of these regulations, the Board of directors or the Supervisory Board of the national depository shall consult with the Advisory Panel, consisting of: 1), 2 representatives of the representative associations or associations dematerialised securities issuers;

2) 2 representatives of representative associations or organizations bringing together custodians;

3) 2 representatives of the Chambers of Commerce economic unions referred to in article 1. paragraph 92. 1;

4) 2 representatives of the entities referred to in article 1. paragraph 51. 3 and 4;

5) 1 representative of each of the companies engaged in a regulated market.

6. the Advisory Panel may, on its own initiative, issue and present to the Executive Board or the Supervisory Board of the national depository reviews in cases referred to in paragraph 1. 5. 46A. [the shareholder Rights of the national depository] 1. Shareholder of the national depository is entitled to perform not more than 40% of the total number of votes.

2. National Shareholders Deposit the remainder in the same holding company shall be entitled to exercise a total of not more than 40% of the total number of votes.

Article. 47. [Commission notice of the acquisition of the shares of the national depository] 1. Notice the Commission requires going to the direct or indirect acquisition or subscribe for shares in the national depository: 1) which is at least 10% of the total number of the voting rights or capital or 2) resulting in achieving or exceeding 10%, 20%, 33% or 50% of the total number of the voting rights or of the capital – the stock ownership of the national depository of entities in the same holding company shall be deemed to be their possession by one entity.

2. By means of the national depository shares acquisition of indirect acquisition or the placing of the shares of the entity owning, directly or indirectly, shares of the national depository, if, as a result of the acquisition of or comes to the met or exceeded 50% of the total number of votes or 50% of the share capital of this entity.

3. The Commission shall be entitled to notification of objection to the proposed acquisition, directly or indirectly, or subscribe for shares of the national depository within a period of 3 months from the date of the notification referred to in paragraph 1. 1, where there is a reasonable suspicion that an entity wishing to acquire shares of the national depository could have an adverse impact on the management of the company. In the case of failure of the opposition, the Commission may set a time limit within which the acquisition of a national Deposit may be effected.

3A. the acquisition or the placing of the shares under the conditions indicated in the notification can occur: 1) after the expiry of the period referred to in paragraph 1. 3-in the case of failure of the opposition by the Commission or 2) within the time limit set by the Commission, in the case of failure of the opposition by the Commission and the designation of the term during which the acquisition of a national Deposit may be effected.

4. the exercise of the voting rights of the shares of the national depository acquired or placed without notice to the Commission, once the notice but before the expiry of the period referred to in paragraph 1. 3, despite the Commission's Declaration of opposition or in breach of a term designated by the Commission in which the acquisition or the placing of shares may be effected, it is ineffective.

5. where a national depository shares purchasers of foreign investment company is a foreign bank or foreign insurance company licensed to operate is issued by the competent supervisory authority of another Member State, the Commission shall consult the supervisory authority which granted the authorisation to engage in activity by these entities.

6. the provision of paragraphs 1 and 2. 5 shall apply mutatis mutandis in the case where the entity processing the actions of the national depository is the dominant entity to entity, referred to in paragraph 1. 5, or causes a significant impact within the meaning of article 3. paragraph 96. 3 on the operator referred to in paragraph 1. 5, and also in the case where, as a result of indirect acquisition of an entity whose shares are the subject of the acquisition, would become a subsidiary of the purchaser or entity to which the buyer will have a significant effect within the meaning of article 3. paragraph 96. 3.7. The notification referred to in paragraph 1. 1 contains an indication of the number of shares that the buyer intends to purchase, their participation in the share capital and the number of votes that the purchaser reaches at a general meeting, and submitted under pain of criminal liability of a declaration of the source of origin of funds intended to pay for to be held or purchased shares. Comprising a statement is required to include in it the clause reads as follows: "I am aware of criminal liability for filing a false statement." This clause shall be replaced by the letter of authority of criminal prosecution for perjury.

8. the Failure by the Commission to an objection within the time limit referred to in paragraph 1. 3, you agree to purchase the shares of the national depository under the conditions indicated in the notification.

Article. 47A. [information appended to the notice of the planned acquisition] 1. To the notice of the planned acquisition referred to in article 2. 31.3. 2 of regulation 648/2012 shall be accompanied by information concerning: 1) the identification of those submitting the notification, the managers of its business, and those provided for to become members of the Executive Board of the CCP – in so far as the applicant entity notification plans to change in this respect;

2) identification of the CCP, which relates to the communication;

3) activity, business or the registered office of those submitting the notification and of the persons referred to in paragraph 1 and, in particular, the subject of this activity, the extent and location of its conduct and its progress to date, as well as education held by the entity comprising the notice, which is a natural person, and by the persons referred to in paragraph 1;

4) group to which it belongs the entity comprising advice, in particular its structure, belonging to it and the legal and actual capital personal and financial ties of those submitting the communication with other actors;

5 economic and financial situation) of those submitting advice;

6) conviction of a felony or a crime, tax proceedings conditionally waived and completed referral for disciplinary action, as well as other administrative and civil proceedings are completed, on the reporting entity's notice or of the persons referred to in point 1, which might influence the evaluation of those submitting the communication in the light of the criteria referred to in article 1. 32 paragraph 1. 1 of regulation 648/2012;


7) ongoing criminal proceedings for the offence intentional-with the exception of offences prosecuted private accusation, and proceedings of tax crime as well as other ongoing administrative proceedings, civil and disciplinary action, which may affect the assessment of those submitting the communication in the light of the criteria referred to in article 1. 32 paragraph 1. 1 of regulation 648/2012, and against the company if the notice or the persons referred to in paragraph 1 and the procedures relating to the activities of this entity and those persons;

8) efforts to acquire or subscribe for shares, or rights of action in ensuring the achievement of or exceeding the levels referred to in article 1. 31.3. 2 of regulation 648/2012 or becoming a parent of CCP and, in particular, the target's share in the total number of votes at the General Assembly of the CCP, including involving permissions, how to and sources of financing to purchase or subscribe for shares, or rights of action in connection with these actions and agreements in consultation with other actors;

9) intentions of those submitting advice with regard to the future activities of the CCP, in particular in the field of marketing plans, operational, financial and organization and management.

2. Information on the qualifications and professional experience, as well as information in the field referred to in paragraph 1. 1 points 6 and 7 are not required in respect of those submitting advice and his business managers, if the person who submits the notice: 1) has been authorised by the Commission or by the competent authority of supervision of the financial market in another Member State to perform activities in a Member State or 2) is a leading stock exchange, or 3) is a leading stock exchange or trading a clearing house within the meaning of the Act of 26 October 2000 on the commodity-if this circumstance will be shown in the the notice.

3. the assessment referred to in article 14(2). 32 paragraph 1. 1 of regulation 648/2012, the Commission shall, in particular, made in connection with the obligations relating to the CCP or a prudent and stable management.

4. The proper Minister of financial institutions shall determine, by regulation, documents to be attached to the notice to submit the information referred to in paragraph 2. 1, with a view to ensuring proportionality and adapt the information required to the circumstances referred to in article 1. 32 paragraph 1. 4 of regulation 648/2012.

Article. 47B. [translation of notifications and documents included] 1. Notification and attached documents should be drawn up in the language of Polish or translated into Polish. The translation must be made by a sworn translator or the competent Consul of the Republic of Poland.

2. Official documents before the translation should be legalized by the Consulate of the Republic of Poland. Legalisation does not apply if an international agreement to which the Republic of Poland is a party, provides otherwise.

Article. 47 g [a statement containing information about the principal applicant notice] in justified cases, in particular where the relevant law of the country does not provide for the preparation of the required documents, the applicant or the person concerned notice, may submit, in place of those documents, a declaration containing the information referred to in article 1. paragraph 47A. 1. 47 d equipped [mandate parent CCP] 1. In the case of a purchase or subscribe for shares, or rights of action make reaching or crossing referred to in article 1. 31.3. 2 of regulation 648/2012 level of the voting rights or of the capital held: 1) in breach of article 5(1). 31.3. 2 of regulation 648/2012 or 2) in spite of the Commission's Declaration of opposition referred to in article 2. 32 paragraph 1. 2 of regulation 648/2012, or 3) before the expiry of the entitlement Commission in the notification of objections referred to in article 2. 31.3. 2 of regulation 648/2012, or 4) after the expiry of the deadline set by the Commission pursuant to article 30. 31.3. 7 of regulation 648/2012-action these cannot vote.

2. in the case of the exercise of powers parent CCP: 1) in breach of article 5(1). 31.3. 2 of regulation 648/2012 or 2) in spite of the Commission's Declaration of opposition referred to in article 2. 32 paragraph 1. 2 of regulation 648/2012, or 3) before the expiry of the entitlement Commission in the notification of objections referred to in article 2. 31.3. 2 of regulation 648/2012, or 4) obtained after the expiry of the deadline referred to in article 2. 31.3. 2 of regulation 648/2012 – the members of the Board of directors appointed by the CCPS parent or members of the Management Board, prokurentami or management with functions in the parent entity may not participate in activities from the scope of the representation of the CCP. In the case where it is not possible to determine who the members of the Board of directors were appointed by the dominant, the appointment of the Board of Directors is unsuccessful from the powers of the entity's parent CCP.

3. Resolutions of the general meeting of the CCP taken in contravention of paragraph 1. 1 are void unless they meet the requirements of a quorum and majority without taking into account the votes invalid.

4. Activities from the scope of the representation of the CCP to be taken with the participation of the members of the Board of Directors in contravention of paragraph 1. 2 are void. The recipe article. 58 section 3 of the Act of 23 April 1964 – Civil Code shall apply mutatis mutandis.

5. in the cases referred to in paragraph 1. 1 or 2, the Commission may, by decision, require the divestment of shares within a specified period.

6. If the shares are not disposed of within the period referred to in paragraph 1. 5, the Commission may, by decision, impose on script CCP penalty up to $ 1 0000 0000.

Article. 47e [Cases repeal prohibitions] where required by the interests of the CCP and CCP settlement members, (a) the applicant has demonstrated that it meets the requirements referred to in article 1. 32 paragraph 1. 1 (b). (a) to (c) of regulation 648/2012, and that there is no condition referred to in article 1. 32 paragraph 1. 1 (b). (d) of this regulation, the Commission may, in exceptional cases, by a decision taken at the request of the shareholder, to repeal the prohibitions referred to in article 1. paragraph 47 d equipped. 1 or 2. The application the applicant attaches the information and documents that shall be attached to the notice of the planned acquisition referred to in article 2. 31.3. 2 of regulation 648/2012.

Article. 48. [Task of the national depository] 1. The tasks of the national depository: 1) keeping of the deposit securities;

2) perform actions in the conduct of the registration system of financial instruments other than securities or derivative instruments which have been admitted to trading on a regulated market or put into alternative trading system;

3) overseeing compliance with emission of securities registered in the securities depository in circulation;

4) support the implementation of the obligations of issuers to eligible securities registered in the securities depository;

5) activities related to the phasing out of the deposit securities with securities;

6) making settlement in financial instruments and cash in connection with transactions concluded on a regulated market and the transactions concluded in an alternative trading system in the field of financial instruments registered in the National Depository;

7) to ensure the proper functioning of mandatory compensation system referred to in article 2. paragraph 133. 1.2. The tasks of the national depository may also include: 1) the settlement of the transactions concluded on a regulated market;

2) settlement of the transactions in an alternative trading system in respect of dematerialised securities;

3) keeping the system secure liquidity accounts, including guarantee settlement of transactions concluded on a regulated market;

4) activities for billing system referred to in article 1. 3 paragraphs 1 and 2. (1) paragraph 31 of regulation 1031/2010, and provided for a settlement system, referred to in article 1. 3 paragraphs 1 and 2. 1 point 36 of regulation 1031/2010, on the terms laid down in that regulation, on the basis of an agreement with the leading auction house system platform.

3. The national depository may also: 1), to record other financial instruments than those referred to in paragraph 1. 1;

2) to settlement and settlement transactions other than those concluded in the course of organised;

3) secure transaction settlement liquidity system lead, referred to in paragraph 2.

4. the national Deposit can handle securities other than dematerialized. To support this shall apply mutatis mutandis the provisions regarding the conduct of the deposit securities, unless the law provides otherwise.

5. the national Deposit can lead the Bills in cash, cash settlements, loans and accounts payable made by the Polish National Bank on the principles applied in the case of interbank settlements, to the extent necessary for the performance of the tasks referred to in paragraph 1. 1-3.

5a. The national depository may also: 1) on the principles laid down in a separate regulation, the gather and store information about the transactions, which are financial instruments, and information about these instruments (the repository);


2) operate in the field of broadcast identifiers, referred to in article 1. 3 paragraphs 1 and 2. 1 and 2 of Commission implementing Regulation (EU) no 1247/2012 on 19 December 2012, laying down regulations technical standards with regard to the format and frequency of notifications of transactions for trade repositories in accordance with regulation of the European Parliament and of the Council (EC) No 648/2012 on derivatives traded outside regulated market, central counterparties and trade repositories (OJ. The EU L 352 of 21.12.2012, p. 20).

6. the minimum amount of equity the national depository shall be: 1) 20 0000 0000 zł-when fully only the functions referred to in paragraph 1. 1 and paragraph 2. 3, paragraph 1;

2) 30 0000 0000 zł-where he also fully one or more of the functions referred to in paragraph 1. 2 and paragraphs 1 and 2. 3 point 2 and 3.

7. the tasks referred to in paragraph 1. 1 points 1-6 and in paragraph 2. 2, can be done by a joint stock company which is a subsidiary of the national depository, where the national depository donated by way of a written contract to perform activities from the scope of those tasks. The national depository shall immediately inform the Commission of the conclusion of such an agreement, indicating the body to which it is submitted and the extent to which execution of these operations, as well as shall forthwith inform the Commission of the change or termination of this agreement.

8. The transfer by the national depository activities from the scope of the tasks referred to in paragraph 1. 2 paragraph 1 shall also include the transfer of activities from the scope of the tasks referred to in paragraph 1. 2 paragraph 3.

9. the minimum amount of equity of a company referred to in paragraph 1. 7:1) 20 0000 0000 zł-where she performs only steps from the scope of the tasks referred to in paragraph 1. 1 points 1-6;

2) 10 0000 0000 zł-where she performs only steps from the scope of the tasks referred to in paragraph 1. 2;

3) $ 30 0000 0000-where she performs activities from the scope of the tasks referred to in paragraph 1. 1 points 1-6 and paragraphs 1 and 2. 2.10. The company, which gave the national depository activities from the scope of the tasks referred to in paragraph 1:1). 1 points 1-6 and can also record other financial instruments than those referred to in paragraph 1. 1 point 1 and make the settlement of the transactions executed outside of marketing organized;

2) (2). 2-can also clear transactions outside the marketing organized and lead system securing liquidity settlement of such transactions.

11. The rights and obligations of the national depository arising from agreements concerned with the registration of securities or other financial instruments in the deposit of securities with issuers or exhibitors, takes over the company, which gave the national depository activities from the scope of the tasks referred to in paragraph 1. 1 points 1-6, which becomes a party to these contracts in place of the national depository.

12. The rights and obligations of the national Deposit resulting from participation agreements referred to in article 1. 52 paragraph 1. 1:1) as far as the settlement of the transaction and to organize a system of securing of liquidity accounts-takes over the company, which gave the national depository activities from the scope of the tasks referred to in paragraph 1. 2 that in this respect, becomes a party to these contracts in place of the national depository and the subject of creating and operating settlement fund referred to in article 2. 65 and 68;

2) concerning the conduct of summary accounts, deposit accounts and securities accounts for participants to acquire the company, which gave the national depository activities from the scope of the tasks referred to in paragraph 1. 1 points 1-6, that in this respect, becomes a party to these contracts in place of the national depository.

13. in the case of the conclusion of the agreement referred to in paragraph 1. 7, which is the transfer of actions from the scope of the tasks referred to in paragraph 1. 1 points 1-6, securities and other financial instruments are transferred from the deposit accounts, securities accounts, aggregate and accounts kept by the national depository for the relevant account and bills carried out by the company, which has been communicated to the exercise of those activities.

14. in the case of the conclusion of the agreement referred to in paragraph 1. 7, which is the transfer of actions from the scope of the tasks referred to in paragraph 1. 2, the national depository puts at the disposal of the company, which has been communicated to perform these operations, the assets included in the settlement fund referred to in article 2. 65, and the composition of the Fund referred to in article 2. 68 in the case of its creation by the national deposit.

15. The Supervisory Board of the company, which has been communicated to perform actions from the scope of the tasks referred to in paragraph 1. 1 point 1 to 6 or paragraphs. 2, at the request of the Board of Directors of the company, shall adopt the rules of acts performed by them, to which they shall apply mutatis mutandis the provisions of article 4. 50 paragraph 1. 4-6.

16. the rules referred to in paragraph 1. 15, and its amendments shall be approved by the Commission. Approval of the rules of procedure and its changes, to the extent indicated in the article. paragraph 45 h power. 4 and in article 5. 50 paragraph 1. 4, points 1, 4, 5, 11, 12 and 14 after obtaining the opinion of the President of the Polish National Bank. The recipe article. 50 paragraph 1. 3 shall apply mutatis mutandis.

Article. 49. (repealed).

Article. 50. [Rules of the national depository] 1. The Supervisory Board of the national depository, on a proposal from the Executive Board, shall adopt the rules of procedure of the national depository.

2. the rules of procedure of the national depository and its amendments shall be approved by the Commission. Approval of the rules of procedure and its changes, to the extent specified in paragraph 1. 4, points 1, 4, 5, 11, 12 and 14, and articles. paragraph 45 h power. 4. after consultation with the President of the Polish National Bank.

3. the Commission shall refuse approval of the amendments of the rules of procedure of the national depository, if the proposed amendments are inconsistent with the provisions of the law or could affect the safety of the market.

4. in the range of activities carried out by the national deposit rules specifies in particular: 1) the rights and obligations of the participants, and the detailed rules of conduct in relation to the acquisition or loss of the status of the participant;

2) how to register in the national financial instruments Depository, as well as conduct by participants in securities accounts, aggregate accounts and other accounts with securities accounts;

3) rules for the reduction of the value or number of shares and the making of the issuer reimbursement in respect of shares carried out a reduction, in the case referred to in article 1. 56;

4) way and the settlement of transactions;

4A) procedures to be followed in the event of failure in a reasonable period of time necessary for the settlement of securities transactions, satisfying the requirements referred to in article 1. 15 of regulation 236/2012;

5) how to handle the cash accounts of the participants;

6) how to handle the implementation of the obligations of the issuers to eligible securities;

7) mode for issuing by the national Deposit certificates and the certificates referred to in article 1. 4063 § 2 of the Act of September 15, 2000-the code of commercial companies;

7A) the manner and form of the preparation, transmission and sharing the lists referred to in article 1. 4063 § 6 and 7 of the Act of September 15, 2000-the code of commercial companies;

8) method of calculating and the amounts of the fees referred to in article 1. 63, subject to the provisions of paragraph 2. 4A;

9) disciplines and of order, that can be applied to participants in breach of the obligations arising from participation, and principles and their application;

10) procedure and the measures taken in connection with: a) the supervision of the compliance of emissions recorded by Deposit with the number of securities in circulation, b) the control of the participants in terms of activities performed by them in securities;

11) the operation of the clearing and settlement system;

12) organization security system liquidity settlement of transactions, in particular specifying billing assurance system the transactions concluded on a regulated market;

13) functioning of the Advisory Panel referred to in article 2. paragraph 46. 5;

14) timing system and settlement settlement order moment, from which the settlement order may not be cancelled by the participant or a third party.

4A. the rules of procedure of the national depository may provide that the amount of fees charged by the national deposit operations, which are subject to the securities registered in the securities depository through the executing principal outside the territory of the Republic of Poland, the task of the central register of securities or the settlement of transactions in securities or authorized to conduct outside of the territory of the Republic of Poland, on which they are registered securities as well as for activities related to support for the implementation of the rights arising from securities recorded in this manner shall be subject to the foreign service costs borne by the larger national depository in connection with these activities, with the participation of this entity. In this case, the Board of the national depository shall inform the participants, with at least two weeks in advance, an indication of the amount of the costs, which are enlarged individual charges referred to in the rules of procedure of the national depository.

5. the rules of procedure of the national depository, its changes and issued on the basis of the rules of procedure regulations for the rights and obligations of the participants, the national Deposit provides a note of participants at least 2 weeks before the date set for their entry into force.

6. If the amendment of the rules of procedure of the national depository shall not restrict the rights of, nor does it increase the obligations of the participants, the Commission may allow to shorten the time of their entry into force.


Article. 51. [national depository Participants] 1. The tasks referred to in article 1. paragraph 48. 1 and 2, the national depository and the company, which gave the national depository activities from the scope of these tasks, carry out liaison with the participants.

2. Participants may only be entities, which includes keeping securities accounts or accounts, issuers of dematerialised securities, as well as other financial institutions if their participation is intended to interoperate with the national Deposit or a company referred to in paragraph 1. 1, in the exercise of the tasks referred to in article 1. paragraph 48. 1 and 2.

3. Participants may also be legal persons or other organizational units located outside the territory of the Republic of Poland, performing tasks in the central register of securities or the settlement of transactions in securities, provided that the entities whose activity is not subject to supervision by the competent authority of the holding for the supervision of financial institutions in a Member State or in a country belonging to the OECD, can be participants with the consent of and under the conditions laid down by the Commission.

4. Participants may also be foreign investment firms and foreign legal persons operating brokerage on the territory of the Republic of Poland, and in addition to the entities for which the national Deposit or in the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 points 1-6, may be carried out the Bills.

Article. 52. [the agreement on participation in the securities depository] 1. Participation is formed by the conclusion of the national Deposit agreement for participation in securities depository, hereinafter referred to as the "agreement to participate".

2. The company, which has been authorised the Commission to operate securities accounts and aggregate accounts or who intends to carry out such bills on the basis of article. 117 and complies with National rules, shall be entitled to claim for the conclusion of the contract of participation.

3. conclusion of the contract of participation shall be effected by the deposit of a declaration of intent to its conclusion by the operator shall be entitled, within two weeks from the date of filing of this statement, unless the Board of the national depository shall within that period, a resolution to refuse its conclusion.

4. resolutions of the Board of Directors to reject the conclusion of participation may be appealed to the Board of the national depository. The Supervisory Board shall examine the appeal within two weeks from the date of its submission.

5. the provisions of paragraphs 1 and 2. 1-4 shall apply mutatis mutandis, subject to article 22. paragraph 48. 12, to participate in the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1.

Article. 53. [limitation or suspension of the operation of a regulated market participant] 1. In the event of a limitation or deprivation of the entity's participation in the national Deposit, in the cases referred to in the rules of procedure of the national depository company, stock exchange and OTC market company are required to restrict or suspend the activities of a participant on a regulated market, unless the other participant will perform tasks related to the settlement of the transaction.

2. the restriction or deprivation of the participation of the national depository shall inform the company immediately leading stock exchange and OTC market leading company.

3. the provisions of paragraphs 1 and 2. 1 and 2 shall apply by analogy to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 section 6 or paragraph. 2, paragraph 1, and to participate in this company.

Article. 54. [data allowing identification of the customers] 1. The national depository in connection with the performance of the tasks referred to in article 1. paragraph 48. 1 points 4 and 5, you may receive from participants of the data allowing identification of their clients are entitled to certain securities and indicating the United States of their possession of these securities, according to the State for the day, and in connection with the performance of the tasks referred to in article 1. paragraph 48. 1, paragraph 7, and paragraph 2. 2 paragraph 3, the national depository participant may require the transmission of these data, and these States.

2. the national Deposit can pass information allowing identification of the authorised persons of securities and indicating the United States of their possession of these securities, according to the State for the day, where, on the basis of the relevant foreign law may require such information from the issuer of the national depository for securities, the entity exercising outside the territory of the Republic of Poland, the task of the central register of securities or the settlement of transactions in securities or qualified to carry out outside the territory of the Republic of Poland accounts on which the securities are registered through which securities covered by this information, are recorded in the securities depository.

3. In the case referred to in paragraph 1. 2, the national Deposit may require the participant to provide information enabling the identification of the authorised persons of securities and indicating the United States of their possession of these securities, according to the State for the day.

4. the provisions of paragraphs 1 and 2. 1-3 shall apply mutatis mutandis to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 4 or 5 and paragraph 1. 2 paragraph 3, within the scope of the tasks that have been transferred to this company.

Article. 55. [Giving the value of the securities code issue] 1. The value of the Securities issue giving the same powers and the same status in the course of the national Deposit gives separate indication, hereinafter referred to as "the code".

2. at the request of the issuer of securities of various programmable emission value of their holders the same powers and the same status in the course of the national depository may give one code, if you previously informed about the company leading the regulated market on which the securities are traded, or entity that organizes for them an alternative trading system.

2A. the provisions of paragraphs 1 and 2. 1 and 2 shall apply by analogy to the company whose national depository donated to perform these steps if the securities are recorded in the securities depository operated by this company.

3. the issuer may not vary the rights from securities marked with the same code. Change the rights from securities marked with the same code requires you to give a separate code.

Article. 56. [Reduction of the nominal value of the shares falling within code] 1. Where: 1) has been repealed by order of the Court of the increase of the share capital of the company to register or 2) resolution of the General Assembly to increase this capital has been repealed or found its nullity-and the shares issued as a result of the increase were previously covered by the same code together with other shares of the company, securities depository is the reduction of the nominal value of all the shares marked with this code.

2. If it is not possible to carry out the reductions referred to in paragraph 1. 1, securities depository is a reduction in the overall number of shares bearing the code.

3. on the basis of the notification of the completion of the reduction made by the national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, the competent court shall register the relevant changes in the register of entrepreneurs, and then calls the appropriate company to comply within the time limit specified in the amended statute of the legal status of the sound.

4. The company is obliged to repay the shareholders of the funds resulting from the issuance of shares, which are recorded in the accounts of shareholders and have been covered by the reduction referred to in paragraph 1. 1 and 2. The contribution of individual shareholders in the funds returned by the issuer is designated respectively by the reduced the nominal value of the shares on their securities accounts to the face value of all the shares subject to the reduction or the ratio of the number of shares recorded on their securities accounts, which have been subject to reduction, reduced the total number of shares.

Article. 57. [registration of securities] 1. Registration of securities is carried out by the national deposit to: 1) deposit accounts, which do not allow for the identification of the holder of the account, to which these papers have been saved;

2) securities accounts;

3 bulk accounts).

2. United securities accounts and aggregate accounts carried out by participants should be consistent with the State at the appropriate deposit account maintained in the national deposit.

3. the provisions of paragraphs 1 and 2. 1 and 2 shall apply by analogy to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, point 1, and to deposit accounts held by the company in the case where securities are recorded in the securities depository operated by this company.

Article. 58. [commitment of the issuer of the securities] an obligation on the issuer of the securities is made on receipt of benefits by a participant in the leading securities account for the person entitled to that benefit, and the money-as soon as the transfer of cash to the bank account indicated by the participant.


Article. 59. [responsibilities of the parties to the transaction carrying out commitments by other actors] 1. Organizing and leading the settlement of transactions referred to in article 1. paragraph 48. 2, point 1, the national depository shall in particular the responsibilities of the parties to the transaction or participants that are parties to the settlement, in order to properly meet their benefits in cash or in kind, arising out of the transaction.

2. the national Deposit guarantee system manages and organises the proper performance of the obligations arising from the transaction.

3. the national Deposit may occur as transaction concluded on a regulated market in relation to the functioning of the system, referred to in paragraph 1. 2, in accordance with its purpose.

4. the provisions of paragraphs 1 and 2. 1-3 shall apply mutatis mutandis to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2 points 1.

Article. 60. (repealed).

Article. 61. (repealed).

Article. 62. (repealed).

Article. 63. [fees for operations on behalf of participants] the national depository and the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2, collect fees for activities carried out for the benefit of the participants.

Article. 64. [rights and duties of the President of the Commission for the national depository] 1. The President of the Commission or a person authorized by him shall have the right to: 1) access to the premises of the national depository aim to inspect the books, documents and other media;

2) participate in meetings of the Supervisory Board of the national depository and the General meetings.

2. at the request of the President of the Commission or a person authorized by him, the person authorized to represent the national depository or included in the composition of its Board of Directors and of the Supervisory Board or remaining with him in the employment relationship are required to immediately draw up and forward, at the expense of the company, copies of documents and other information, and to provide written or oral explanations.

3. the obligation referred to in paragraph 1. 2 the onus is also on the rewidencie experts and persons authorized to represent the entity authorised to audit accounts or with a relationship-as far as the steps to be taken by the person or entity in connection with the examination of the financial statements of the national depository or the provision in its favour other services referred to in article 1. paragraph 48. 2 of the Act of 7 May 2009 on the Chartered reviewers, and their local government, entities authorised to audit accounts and public supervision. This is without prejudice to the obligation of secrecy referred to in article 14(2). 59 of this Act.

4. At the written request of the Commission, the Management Board of the national depository is obliged to: 1) the convening of an extraordinary general meeting or 2) put on the agenda of the Commission designated by the Affairs of the General Assembly.

5. in the event of failure to perform the obligations referred to in paragraph 1. 4, to request the Commission shall apply mutatis mutandis the provisions of article 4. 401 § 1 and 3 of the Act of 15 September 2000-the code of commercial companies.

6. the Commission may require the Board of Directors of the national depository to take without delay, but not later than within 10 working days, the resolution in a given case.

7. the Commission may bring to the Court a resolution of the general meeting or the Supervisory Board of the national depository, within 30 days from the date of receiving the news about the resolution, by way of an action for its annulment if the resolution violates the law, the provisions of the Statute, the rules or the principles of marketing security or if it has been taken in breach of the provisions of the law, the provisions of the statute or of the rules of procedure.

8. in the case of presumptions as to the correctness or reliability of the financial statements or other financial information, the obligation to produce results from separate legislation, or the accuracy of the conduct of the accounts, the Commission may delegate control of these reports, information and accounts of the company entitled to audit accounts. In cases where the existence of irregularities, the relevant Deposit National Show returns to the Commission to carry out the audit costs.

9. the provisions of paragraphs 1 and 2. 1 to 8 shall apply mutatis mutandis to the supervision by the Commission of the CCP and the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2. 64A. [obligation to provide written information on matters relating to the activities of the national depository] 1. At the request of the President of the Polish National Bank person entering in the composition of the Management Board of the national depository or the national Deposit relationship are required to provide written information on matters relating to the activities of the national depository on settlement or settlement of the transactions, which are financial instruments.

2. where, in the opinion of the President of the National Bank of Polish national depository activities on settlement or settlement of the transactions, which are financial instruments, it does not provide for the safe and proper functioning of settlement systems operated by the national Deposit, President of the Polish National Bank shall notify the President of the Commission.

3. the provisions referred to in paragraph 1. 1 and 2 shall apply by analogy to the CCP and the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2. 65. [tax Fund] 1. In the case of the settlement by the national depository for the transactions concluded on a regulated market, the participants are required to contribute to the national depository receipts, which creates a Security Fund for the proper performance of the obligations arising from these transactions, hereinafter referred to as the "settlement fund".

2. the Fund provides billing settlement of transactions concluded on a regulated market, within the range specified in the rules of procedure of the settlement fund.

3. the national Deposit can be managed by means of settlement fund.

4. the provisions of paragraphs 1 and 2. 1-3 shall apply mutatis mutandis to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2, paragraph 1, and the participants of this company.

Article. 66. [the amount donated to the Fund settlement] 1. The amount donated to the Fund determines routing National Deposit depending on the level of obligations that may arise as a result of settled by him for a participant to the extent indicated in the article. 65 paragraph 1. 2. the amount of the contributions may also be dependent on the financial situation of the participant.

2. The Board of the national depository, on a proposal from the Executive Board, shall adopt rules setting out how to create and use tax fund. Regulations and its amendments shall be approved by the Commission after obtaining the opinion of the President of the Polish National Bank.

3. the provisions of paragraphs 1 and 2. 1 and 2 shall apply by analogy to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2 points 1.

Article. 67. [material Mass accounting Fund] 1. Material mass settlement fund is fractional ownership total participants. This does not exclude the possibility of an individual to specify the obligations of the participant in connection with the use of the Fund, caused by the participant.

2. settlement Fund may consist of separate functional components, each of which contains measures intended to protect the settlement of transactions concluded on the market or to protect the settlement of certain types of transactions.

3. for the settlement fund shall apply mutatis mutandis to article. 45e. 68. [valid Security Fund accounting transaction] 1. The national depository may, on the basis of an agreement with an alternative trading system, lead security fund the proper settlement of the transactions in this market. This means the Fund shall apply mutatis mutandis the provisions of article 4. 45e. 2. The Fund, referred to in paragraph 1. 1, is created with the contributions of the participants. The amount of payment determines the national Deposit depending on the level of obligations that may arise as a result of the settlement of the transactions concluded by him by the participant in an alternative trading system.

3. The weight of the property of the Fund referred to in paragraph 1. 1, is co-owned by the total participants. This does not exclude the possibility of the individual determine the obligations of the participant in connection with the use of the resources of the Fund settlement caused by the participant.

4. the national Deposit can manage the resources of the Fund referred to in paragraph 1. 1.5. Rules for the creation and use of the resources of the Fund referred to in paragraph 1. 1, and associated with its operation of the rights and obligations of participants determines the terms and conditions established by the national Deposit in consultation with an alternative trading system.

6. the provisions of paragraphs 1 and 2. 1-5 shall apply by analogy to the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2 (2).

7. the national escrow company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2, hedge funds can also lead to correct billing transactions outside of the rotation of the holidays. Such measures of funds shall apply mutatis mutandis the provisions of paragraph 1. 2 and 3 and article. 45e. Br.68A. [clearing and clearing] 1. By the account means a team of people, equipment and technical measures created for the purpose of organising and conducting clearing transactions: 1) in the course of organised or 2) in addition to the marketing organized-if, on the basis of the provisions of the law are subject to clearance by the applying entity is concerned with are financial instruments.


2. By a clearing house means a team of people, equipment and technical measures created to organize and conduct transaction settlement referred to in paragraph 1. 1.3. Clearing House, or clearing may be carried out only by a joint stock company.

4. Object of the company leading the House account or a clearing house can only be conducting Chamber or perform other activities related to organizing and carrying out of transaction settlement or settlements, respectively, referred to in paragraph 1. 1 and 2. Company House account or a clearing house can also, within the framework of the pursuit of the clearing house or clearing-house, respectively accounted for or make settlement other than indicated in paragraph 1. 1 point 2, the transactions concluded outside turn organised.

4A. Activity of the company leading the Board of account can also be activities for billing system referred to in article 1. 3 paragraphs 1 and 2. (1) paragraph 31 of regulation 1031/2010 on the principles laid down in this regulation, on the basis of an agreement with the leading auction house system platform.

4B. Activity of the company leading a clearing house can also be provided for the execution of a settlement system, referred to in article 1. 3 paragraphs 1 and 2. 1 point 36 of regulation 1031/2010, on the terms laid down in that regulation, on the basis of an agreement with the leading auction house system platform.

5. Carrying out clearing house or clearing-house requires the authorisation of the Commission, after consulting the President of the Polish National Bank. The Commission refuses to issue a permit to operate a clearing house or clearing-house, if from the analysis of the application and accompanying documents, it appears that the applicant will conduct business in a manner that does not endanger the safety of trading in a financial instrument or security due interests of the participants of this market.

6. the application for authorisation referred to in paragraph 1. 5 should include: 1) company, seat and address of the applicant;

2) the personal data of members of the Management Board, supervisory board, Audit Committee, if it is provided for, as well as other persons who are responsible for the activity of the Chamber or they will follow it;

3) information about the qualifications and previous conduct of the work of the persons referred to in point 2;

4) estimated the amount of equity, loans and credits intended to run the Board and determine how financing activities;

5) data about the amount and structure of the capital of the applicant and the sources of their origin;

6) a list of the shareholders of the applicant, including in relation to: (a) legal)-the data referred to in points 1 and 2, b) from the physical – first name, surname, address, together with an indication of the number of shares held by them and arising from their participation in the total number of votes cast at a general meeting and participate in the capital;

7) information about the parent entities and subsidiary to shareholders of the applicant, including the data referred to in paragraph 1.

7. the application referred to in paragraph 1. 6, you must include the rules of procedure, a list of entities that have committed to participation in the Chamber with an indication of the place of activities, and an analysis of the financial and economic opportunities by the clearing or settlement of the transaction for a period of at least 3 years.

8. Company Board shall forthwith inform the Commission of any change in the data referred to in paragraph 1. 6 and 7.

9. the minimum amount of equity of the company leading the House account is 10 0000 0000 zł.

10. the minimum amount of equity of a company leading a clearing house is $ 5 0000 0000.

11. Joint-stock company can lead the Chamber at the same time account and a clearing house provided that the requirements for each of these boards. The minimum amount of equity capital of the company leading the House account and a clearing house is 10 0000 0000 zł.

12. The provisions of article 4. 64 paragraph 1. 1 to 8 shall apply mutatis mutandis to the supervision by the Commission over the clearing house activities and clearing-house.

13. The company leading the House account or a clearing house article. 64A shall apply mutatis mutandis.

14. Joint-stock company operating at the same time, the Board of account and a clearing house, after prior notification to the Commission, can perform the function of clearing-house trading within the meaning of the Act of 26 October 2000 on the commodity. This company shall apply mutatis mutandis the provisions of the Act of 26 October 2000 on the commodity exchange on the clearing-house, with the exception of article 5. 14 paragraph 1. 3. 5-7. 16. 1, second sentence, and article. 18 of this Act.

14A. Public limited-liability company referred to in paragraph 1. 14, may be a party to the transaction at the stock exchange in order to make the settlement of transactions concluded by members of the Exchange or to settle transactions concluded by members of the stock exchange and the company leading the Exchange carried out using a capacity shared by the transmission system operator of the electricity or gas transmission system operator in accordance with the provisions of the Act of 10 April 1997-energy law (Dz. u. of 2012. poz. 1059 and 2013. poz. 984 and 1238).

15. to the notification referred to in paragraph 1. 14, a company trading rules accompanied by a clearing-house to which article 2(3) applies. 16. 1, first sentence, and paragraph 3. 2 of the Act of 26 October 2000 on the commodity. Of any change in the rules of stock chaps the company shall inform the Commission thereof.

16. the Commission may, within 30 days, respectively, from the date of receipt of the notification referred to in paragraph 1. 14, or from the date of receipt of the information about the amendments to the regulations governing stock chaps, object to the start of organising and conducting clearing of transactions on the stock exchange by the company or their continuing, if to do so would compromise the safety of trading in a financial instrument or trade in the stock market.

Article. 68B. [rules of the clearing house and clearing-house] 1. The rules of the clearing house and clearing-house and amendments thereto shall be approved by the Commission. Approval of the rules of procedure and its changes, to the extent specified in paragraph 1 shall be respectively. 2, points 1, 2, 4, 4a, 7, and 8 and paragraph 1. 3 paragraphs 1, 3, 4 and 7, as well as art. paragraph 45 h power. 4, shall be made after consultation with the President of the Polish National Bank. The recipe article. 50 paragraph 1. 3 shall apply mutatis mutandis.

2. the rules of the clearing house shall in particular: 1) the rights and obligations of the participants in the clearing house, and the detailed rules of conduct in relation to the acquisition or loss of the status of the participant;

2) way and determine the reciprocal debts and receivables of participants in the clearing house;

3) (repealed);

4) way and the settlement of transactions executed by the participants;

4A) procedures to be followed in the event of failure in a reasonable period of time necessary for the settlement of securities transactions, satisfying the requirements referred to in article 1. 15 of regulation 236/2012;

5) way of calculation and the amount of fees charged by the company leading the House account for the operations to be carried out for the benefit of participants;

6) disciplines and of order, that can be applied to participants in breach of the obligations arising from participation, and principles and their application;

7) way to organize a system of securing of liquidity settlement of transactions;

8) timing system and settlement settlement order moment, from which the settlement order may not be cancelled by the participant or a third party.

3. the rules of clearing-house shall in particular: 1) the rights and obligations of the participants of the clearing-house, and detailed procedure in relation to the acquisition or loss of the status of the participant;

2) (repealed);

3) method and the mode of settlement of the transactions executed by the participants;

4) how to handle the cash accounts of the participants;

5) way of calculation and the amount of fees charged by the company leading a clearing house for activities carried out for the benefit of participants;

6) disciplines and of order, that can be applied to participants in breach of the obligations arising from participation, and principles and their application;

7) timing system and settlement settlement order moment, from which the settlement order may not be cancelled by the participant or a third party.

4. the Board of a company account and a company engaged in a clearing house shall publish the rules and amendments thereto in such a way that they are available to all participants in the Chamber for at least 2 weeks before the date set for their entry into force.

Article. 68c. [Company Board account] 1. Organizing and leading the settlement of transactions referred to in article 1. Br.68A paragraph 1. 1, the clearing house shall, in particular, the scope of the obligations of the parties to the transaction or participants that are parties to the settlement in order to properly meet pages of cash benefits or in kind, arising out of the transaction.

2. A company House of account liquidity protection system organizes the settlement of transactions concluded on the regulated market, and in the case of settlement of the transactions contained in the alternative trading system-security system can organize liquidity settlement of transactions concluded on this system.

3. the Board of a company account may occur as a party to the transactions concluded on a regulated market or in an alternative trading system in relation to the functioning of the systems, respectively, referred to in paragraph 1. 2, in accordance with their purpose.


Article. 68d [Security Fund the proper implementation of the obligations of] 1. The participants in the clearing house rozliczającej transactions on a regulated market shall be obliged to contribute to the clearing house payments, all of which creates a Security Fund for the proper performance of the obligations arising from these transactions.

2. the Fund referred to in paragraph 1. 1 ensures the settlement of transactions concluded on a regulated market, within the range specified in the regulations of the Fund, referred to in paragraph 1. 1. the Clearing House can manage the resources of the Fund referred to in paragraph 1. 1.3. The rules of procedure of the Fund referred to in paragraph 1. 1, and its amendments shall be approved by the Commission after obtaining the opinion of the President of the Polish National Bank.

4. how to create the Fund, referred to in paragraph 1. 1, and it is the responsibility of the participants in the clearing house shall apply mutatis mutandis to article. 66. 67. The resources of the Fund referred to in paragraph 1. 1, shall apply mutatis mutandis to article. 45e. 5. Clearing may also contract with an alternative trading system lead Security Fund proper billing transactions in the market.

Article. 68e. [the claim about the conclusion of the agreement for participation in the Biosafety Clearing House] entity that has obtained the authorization of the Commission to operate securities accounts and aggregate accounts or who intends to carry out such bills on the basis of article. 117 and complies with the requirements of the rules of procedure of the clearing-house, shall be entitled to claim for the conclusion of the agreement for participation in the Biosafety Clearing House.



SECTION (IV) participation in the financial instruments traded by investment company activities Chapter 1 of Division 1 General provisions article 1. 69. [broking] 1. Brokerage activities require authorisation from the Commission drawn up at the request referred to in article 2. 82 by the operator.

2. subject to articles, broking. 16. 3. 70, covers activities consisting of: 1) reception and transmission of orders to acquire or dispose of financial instruments;

2) implementation of the orders referred to in paragraph 1, on behalf of the principal;

3) acquiring or disposing of financial instruments for its own account;

4) management of portfolios, which include one or more financial instruments;

5) investment advice;

6) offering financial instruments;

7) the provision of services in the implementation of the concluded agreements on investment subemisje and utilities or concluding and performing other contracts of a similar nature, if they are the subject of financial instruments;

8) arranging an alternative trading system.

3. (repealed).

4. The activities of the brokerage is also the performance of the investment company Act consisting of: 1) storing or recording of financial instruments, including the conduct of securities accounts and accounts, and conduct monetary accounts;

2) cash loans in order to make the transaction, which is subject to one or more financial instruments, if the transaction is to be effected via the investment firm granting loans;

3) counselling for enterprises in terms of capital structure, business strategy and other issues related to the structure or strategy;

4) consulting and other services in the field of merger, Division and takeover of enterprises;

5 foreign exchange), where it is associated with the brokerage activity in the area referred to in paragraph 1. 2;

6) drawing up the investment analysis, financial analysis, and other recommendations of a general nature relating to transactions in financial instruments;

7) providing services additional services subemisją or investment;

8) the performance of the activities referred to in points 1 to 7 and in paragraph 2. 2 the underlying instruments are derivative instruments, as indicated in the article. 2 paragraph 1. 1 point 2 (a). (d) to (f), and if these are in connection with the brokerage.



Article. 69A. [the acquisition on behalf of the principal two contracts on the spot market] 1. Brokerage house, after authorization by the Commission, may operate to acquire for the account of the principal two contracts on the spot market at auctions organized by the auction house system platform.

2. The authorisation referred to in paragraph 1. 1, may be given simultaneously with the granting of an authorisation to engage in the brokerage business. In the event of refusal to grant a permit to engage in brokerage activities, the Commission refuses to grant a permit to engage in the activities referred to in paragraph 1. 1.3. The activities referred to in paragraph 1. 1, may be carried, subject to article 22. paragraph 111. 1A, exclusively by the entities referred to in article 1. 18 paragraph 1. 1 (b). and, (d) and (e) of Regulation No 1031/2010, as well as brokerage houses, referred to in paragraph 1. 1. 69b. [request for authorization to acquire for the account of the principal two contracts on the spot market] 1. Application for authorization to carry out the activities referred to in article 14(2). 69A paragraph 1. 1, includes: 1) the personal data of individuals who are responsible for launching by the applicant of those activities or they will guide their implementation;

2 technical and organisational conditions) a description of the actions referred to in article 1. 69A paragraph 1. 1;

3 financial and economic analysis) ability to perform activities covered by the application for a period of one year from the date of implementation of those activities.

2. The application shall be accompanied by: 1) rules of operations referred to in article 14(2). 69A paragraph 1. 1;

2) rules specifying how to perform the activities referred to in article 14(2). 69A paragraph 1. 1, in the case of intention to perform actions on behalf of a retail client;

3) a description of the rules for the activities referred to in article 14(2). 69A paragraph 1. 1, in the case of intention of acting on behalf of a Professional client;

4) rules of organization and description of the internal control system;

5) rules of management of conflicts of interest in respect of the activities covered by the application;

6) rules to protect the flow of confidential information referred to in article 14(2). paragraph 62. 1 Regulation 1031/2010, and other information constituting professional secrecy;

7) internal procedure in dealing with money laundering and the financing of terrorism in respect of the activities covered by the application;

8) rules of protection of the movement and prevent the use of inside information, as referred to in article 1. 37 (b). (a) Regulation 1031/2010;

9) the procedure for preventing and disclosing cases of market manipulation, referred to in article 14(2). 37 (b). (b) Regulation 1031/2010.

3. in order to establish compliance with the brokerage house to the requirements set out in regulation 1031/2010 the Commission may request the presentation of other information and documents from the applicant.



Article. 69 c [Authorisation to acquire for the account of the principal two contracts on the spot market] 1. The Commission recognizes the application for authorization to pursue the activities referred to in article 14(2). 69A paragraph 1. 1, within two months from the date of its submission.

2. the authorisation shall contain: 1) company, and the address of the brokerage house;

2) the indication for which it is authorised to perform;

3) the commencement of operations of not more than 12 months from the date on which the decision to grant the permit became final.



Article. 69d [the refusal to grant an authorisation to acquire for the account of the principal two contracts on the spot market], the Commission refuses to grant permits for referred to in article 14(2). 69A paragraph 1. 1, where: 1) the request does not comply with the requirements referred to in article 1. 69b paragraph 1. 1 and 2;

2) application or the documents annexed thereto are not consistent in terms of content with the law or with the facts;

3) from the analysis of the application or the documents annexed thereto, it follows that the applicant does not meet the requirements referred to in article 1. 19 paragraph 1. 3. paragraph 59. 2 and 3 of Regulation No 1031/2010;

4) from the analysis of the application or the documents annexed thereto, it follows that the applicant does not meet the requirements referred to in article 1. paragraph 59. whereas article 5 of Regulation No 1031/2010;

5) from the analysis of the application or the documents annexed thereto, it follows that the exercise of the activities referred to in article 14(2). 69A paragraph 1. 1, could have a negative impact on the proper conduct of the brokerage business, continuity and stability of the conduct of that business, including the financial situation of the applicant;

6) the applicant shall submit, at the request of the Commission, the information referred to in article 1. 69b paragraph 1. 3. 69e [purchase agreement on behalf of the principal two contracts on the spot market] 1. The contract for the execution of the activities referred to in article 14(2). 69A paragraph 1. 1 shall be concluded in written form, (a) in the case of a retail client contract is in writing, on pain of nullity.

2. For the classification of the client for the purpose of performing the activities referred to in article 14(2). 69A paragraph 1. 1, the provisions of article 4. 3 section 39b and 39 c and art. 3A shall apply mutatis mutandis.

Article. 70. [exclusion of application of the provisions of the Act] 1. The provisions of this chapter shall not apply to: 1) insurance undertakings;

2) mobile operators as referred to in article 1. paragraph 69. 2 only to the entities belonging to the same group to which the entity performing these steps, subject to paragraph 9;

3) entities carrying on economic activities other than broking, carrying out the activities referred to in article 1. paragraph 69. 2 in an ad hoc manner in connection with the activities carried out, as far as this activity is governed by the provisions and to the extent that those provisions do not preclude the exercise of those activities;


4) entities carrying out activities referred to in article 1 only. paragraph 69. 2 paragraph 3, in so far as these acts are not performed within the framework of the tasks related to the Organization of a regulated market nor does it rely on acquiring or disposing of financial instruments in an organised, frequent and systematic basis by providing a system that allows transactions by third parties;

5) members of the European system of central banks and other national bodies performing similar functions and other public bodies set up to manage the public debt;

6) investment funds and investment companies within the meaning of the Act of 27 May 2004 on investment funds;

7) pension funds within the meaning of the Act of 28 August 1997 on the Organization and functioning of the pension funds;

8) hold the assets of the funds referred to in paragraph 6 or 7, and the management of these funds;

9) entities, which maintain only the activities referred to in article 1. paragraph 69. 2, consisting of the management of the Pension Fund, in carrying out the activities referred to in article 1. paragraph 69. 2 on behalf of the entities belonging to the same group to which the entity performing these steps;

10) mobile operators as referred to in article 1. paragraph 69. 2 paragraph 3 in respect of financial instruments or carrying out activities referred to in article 1. paragraph 69. 2, points 1, 2, 4-8 and in paragraph 2. 4. in the field of derivatives whose underlying instrument is good or the instruments referred to in article 1. 2 paragraph 1. 1 point 2 (a). and on behalf of customers using the services provided by these entities in the framework of the basic economic activities of those entities which are not brokerage activities, provided such activities are incidental to the principal subject of the activities of those entities; the activities of these entities is determined on the basis of the subject for the group to which these entities belong;

11) providers of investment advisory service in connection with the operation of a non-business brokerage activities, in so far as the provision of this service is subject to charges;

12) entities whose principal activity is the execution of the operations referred to in article 1. paragraph 69. 2 paragraph 3 in respect of derivatives whose underlying instrument is the goods, with the exception of entities included in the holding company, whose main business is broking or Bank activities within the meaning of the provisions of the Act of 29 August 1997 – banking;

13) entities that contain, within the framework of the economic activity on their own account on futures markets, options or other derivative instruments or cash markets for the sole purpose of securing the position occupied in these markets, or acting on behalf of other members of those markets, where responsibility for performance of the obligations arising from these transactions shall be borne by the participants in the Appl.-to those markets;

14) entities referred to in article 1. 32 paragraph 1. the Act of 27 May 2004 on investment funds.

2. the Bank based on the territory of the Republic of Poland may, without the authorisation of the brokerage activities, perform the operations specified in article 1). paragraph 69. 2 points 1-6 and in so far as these activities are subject to the securities referred to in article 1. 4. paragraphs 1 and 2. 1 point 2, or other prohibited marketing structured financial instruments and bonds referred to in article 1. paragraph 39 p. 1 of the law of 27 October 1994 on paid highways and the National Road Fund (OJ of 2012. poz. 931, as amended);

2) article. paragraph 69. 2, paragraph 7;

3) article. paragraph 69. 2 section 3 is subject to these activities, are admitted to trading structured bonds, debentures or other negotiable securities inkorporujące property rights corresponding to the rights resulting from the debt owed, other than those referred to in point 1, or derivatives, which the base instrument are bonds, debentures, and other transferable securities inkorporujące property rights corresponding to the rights resulting from the debt owed, interest rate or currency.

3. the exercise by the bank, in accordance with paragraph 1. 2, the operations referred to in article 1. paragraph 69. 2 point 1-7 is not a brokerage business.

4. in the actions referred to in article 1. paragraph 69. 2 point 1-7, the Bank referred to in paragraph 1. 2, shall apply mutatis mutandis to article. 72, art. paragraph 73. 1 and 2, art. 74B-76, art. 79-81 g, art. 83A. paragraph 86. 2, art. 90. 93A, and unregulated in those provisions shall apply mutatis mutandis the provisions of the Act of 29 August 1997-the right bank.

5. In the performance of the investment firm acts for the benefit of the Bank referred to in paragraph 1. 2, shall apply mutatis mutandis to article. 79-81.

Article. 71. (repealed).

Article. 72. [agreement on offering financial instruments] 1. In the agreement on offering financial instruments investment firm agrees to mediation: 1) proposing new acquisition of securities by the issuer or in disposing of such securities, 2) proposing by the issuing financial instruments other than the acquisition of securities or disposing of these instruments as a result of this proposal, 3) proposing the seller's acquisition of securities or disposing of them as a result of this proposal or 4) proposing the purchase of financial instruments which are not securities by the seller these instruments to trading on a regulated market or an alternative trading system, or disposing of them as a result of this proposal.

2. The agreement on providing of financial instruments should be concluded in written form, (a) in the case of a retail client contract is in writing, on pain of nullity.

Article. 73. [the contract of execution acquire or dispose of financial instruments] 1. In the contract for the execution of acquisition or disposal of financial instruments investment firm agrees to acquire or dispose of financial instruments for the account of the customer. The agreement should be concluded in written form, (a) in the case of a retail client contract is in writing, on pain of nullity.

2. Execution acquire or dispose of financial instruments can also rely on the conclusion by the investment firm sales contracts on his own account in financial instruments with the customer.

2A. Investment firm executes the order, acquire or dispose of financial instruments referred to in article 1. 2 paragraph 1. 1 point 2 (a). c – and submitted by the client, provided that the margin required for a given financial instrument is not less than 1% of the nominal value of the financial instrument, subject to the provisions of paragraph 2. 2B and 2 c.

2B. In the case of divestiture orders option resulting in issuing options, required security deposit should be not less than the value of the premium calculated using by investment firm approved option pricing model, given to a retail client messages, plus 1% of the nominal value of the option.

2. The provisions of paragraph 1. 2A and 2b shall not apply to the exercise by the investment firm orders to acquire or dispose of financial instruments referred to in article 1. 2 paragraph 1. 1 point 2 (a). (c) – and, as far as security deposit required for a given financial instrument is determined by the CCP, which will be required for the settlement of the transactions concluded as a result of the complex.

2D. The provisions of paragraph 1. 2A-2 c shall not apply to the provision of brokerage services by brokerage house or bank brokerage established outside the territory of the Republic of Poland on the basis of article. 104.3. In the contract for the execution of acquisition or disposal of financial instruments investment firm may also undertake to: 1) the reception and transmission of orders to acquire or dispose of financial instruments, or 2) storing or recording of financial instruments, including securities accounts, aggregate accounts or to accounts.

4. in the absence of in paragraph 1. 1-3:1) contract of execution acquire or dispose of financial instruments-shall apply mutatis mutandis the provisions of the Act of 23 April 1964 – Civil Code relating to the contract, with the exception of article 5. 737;

2 execution) to acquire or dispose of securities traded in organised – shall apply mutatis mutandis the provisions of the Act of 23 April 1964 – Civil Code concerning the consignment agreement, with the exception of article 5. 768 § 3.

5. money bill shall apply mutatis mutandis the provisions of article 4. 725. 727. 728 § 3 and article. 729-733 of the Act of 23 April 1964 – Civil Code, subject to the provisions of paragraph 2. 5e-5 g.

5a. Investment firm deposits funds entrusted by clients investment company in connection with the provision of brokerage services in such a way as to isolate those funds from the investment firm's own funds and to determine the amount of claims of customers for the return of these funds.

5b. If enforcement proceedings against investment company funds entrusted by clients investment company in connection with the provision of its brokerage services are not subject to seizure.

5 c. in the event of bankruptcy of the company investing the funds entrusted by clients investment company in connection with the provision of its brokerage services is excluded from the bankrupt investment firm.

5 the provisions of paragraph 1. 5b and 5 c shall not affect the provisions guaranteeing the settlement and clearing of transactions concluded.

5E. The investment firm may not use for their own account of cash entrusted to this investment company by customers in connection with the provision of its brokerage services.


5F. The provisions of paragraph 1. 5E does not apply in cases where the execution of client orders requires the establishment by an investment firm security in cash.

5 g. the provisions of paragraph 1. 5E does not apply to the Bank established the brokerage, as entrusted to it in connection with the provision of brokerage services of cash, as long as this is done in the exercise by the bank of Bank operations.

5 h. cash rate Policy assigned to the client by an investment company in connection with the provision of brokerage services specifies the contract with the customer.

6. To perform in the course organized by the investment firm orders on behalf of the non-customer acquisition or disposal of securities financial instruments shall apply mutatis mutandis the provisions of the Act of 23 April 1964 – Civil Code concerning the consignment agreement, with the exception of article 5. 768 § 3, in so far as the design of these financial instruments allows you to apply these provisions.

7. The investment firm shall adopt to comply with an order made for the purpose of short selling provided by the applicant in order to satisfy the requirements referred to in article 1, respectively. 12 or article. 13 of regulation 236/2012, (a) where in respect of short selling have been made pursuant to article 3 (4). 20, art. 23 or article. 28 paragraph 1. 1 (b). (b) Regulation 236/2012, prohibition or limitation, this order shall not affect such a ban or restrictions.

8. where in the transaction other than short sale has been made, on the basis of article. 20, art. 23 or article. 28 paragraph 1. 1 (b). (b) Regulation 236/2012, prohibition or restrictions, prior to the adoption of the investment firm to comply with orders to acquire or dispose of financial instruments shall examine whether its adoption does not affect such a ban or restrictions. The investment firm does not accept to execution, that such prohibition or restriction violates.

Article. 74. [order to acquire or dispose of securities] 1. The investment firm that executes orders to acquire or dispose of shares admitted to trading on a regulated market in a manner referred to in article 2. paragraph 73. 2, shall promote continuous buying and selling prices at which transactions may be concluded, together with an indication of the size of the orders to be executed when these prices. The price at which the transactions in stock may be concluded, should be subject to the transaction whose size does not exceed the standard size of the market for these shares calculated in accordance with article 4. 23 of regulation 1287/2006 and should reflect the prevailing current market conditions for these shares as determined in accordance with article 4. 24 of regulation 1287/2006.

2. the obligation referred to in paragraph 1. 1, where the total of the following conditions are met: 1) the subject of jobs performed by the investment firm concerned in the manner referred to in article 2. paragraph 73. 2, is the purchase or sale of shares, subject to the provisions of paragraph 2. 8;

2) the exercise by the investment firm orders in the manner referred to in article 2. paragraph 73. 2, is an organised, frequent and systematic basis.

3. the obligation referred to in paragraph 1. 1, despite the investment firm the conditions referred to in paragraph 1. 2, does not arise in the case, when the value of jobs performed by the investment firm in the manner referred to in article 2. paragraph 73. 2, is always higher than the standard market size calculated in accordance with article 7. 23 of regulation 1287/2006.

4. the shares are liquid shares, if they meet the conditions of article 81(3). 22 paragraph 1. 1 Regulation 1287/2006, subject to the provisions of paragraph 2. 8.5. Performance of the investment firm orders in the manner referred to in article 2. paragraph 73. 2, is an organised, frequent and systematic basis where the conditions referred to in article 1. 21 regulation 1287/2006.

6. Range and method of dissemination of the information referred to in paragraph 1. 1 define the art. 23-26, art. 29, art. 30. 32 regulation 1287/2006.

7. The proper Minister of financial institutions may determine by regulation the minimum, not more than 5, the number of liquid shares on a regulated market, organized on the territory of the Republic of Poland taking into account the number of shares in circulation, the average daily number of transactions, the average daily turnover on the market and established the issuers of such shares.

8. where the total number of liquid shares on a regulated market, organized on the territory of the Republic of Poland is lower than the number specified in accordance with paragraph 1. 7, the Commission may, by resolution, be considered for the purposes of paragraph 1. 1 for liquid stocks that do not meet the conditions referred to in article 1. 22 paragraph 1. 1 Regulation 1287/2006 in the number which will not overrun the number determined in accordance with paragraph 5. 7. the Resolution shall be subject to the notice in the official journal of the Financial Supervision Commission.

9. The Commission shall report to the European Securities and markets authority Office: 1) information on the content of the regulations issued on the basis of paragraph 1. 7 or 2) the resolution referred to in paragraph 1. 8. 74A. [dissemination of information] 1. Investment company who acquires or disposes of the alternative trading system and outside a regulated market on their own or someone else's account of shares admitted to trading on a regulated market, shall disseminate data including price, volume and time of the conclusion of each transaction in accordance with article 4. 27, art. 29, art. 30. 32 regulation 1287/2006. Dissemination of information followed immediately after the conclusion of the transaction.

2. The Commission may grant investment company, at its request, agree to deferred dissemination of information referred to in paragraph 1. 1 if this is justified due to the type or volume of transactions in accordance with article 13. 28 regulation 1287/2006. The Commission may grant investment company agree to deferred dissemination of information referred to in paragraph 1. 1, with regard to transactions on a large scale in comparison with the standard market size for that share class determined in accordance with article 8. 33 and 34 of regulation 1287/2006 and with the No 3 of annex 2 to this regulation.

Article. 74B. [Agreement for receiving and transmitting orders to acquire or dispose of financial instruments] 1. In the contract for the reception and transmission of orders to acquire or dispose of financial instruments investment firm agrees to receive and transmit orders to acquire or dispose of financial instruments by: 1) receiving and transmitting orders to acquire or dispose of financial instruments to another entity in order to execute them, or 2) bringing together two or more entities to bring about the conclusion of the transactions between these entities.

2. the contract referred to in paragraph 1. 1 shall be concluded in written form, (a) in the case of a retail client contract is in writing, on pain of nullity.

Article. 74c. [restrictions on brokerage activity] is not a brokerage activities referred to in article 14(2). paragraph 69. 2 paragraph 3, by the investment firm of financial instruments: 1) on behalf of the borrower, loan agreement in the implementation of the financial instruments included in his own name by the investment firm acting on behalf of a borrower or a lender;

2) on behalf of the lender as a result of the return of financial instruments which are the subject of the loan financial instruments or as a result of the establishment of a secure the loan of financial instruments by the borrower;

3) on behalf of the borrower, as a result of the return of financial instruments which are the subject of loan security financial instruments.

Article. 75. [Agreement for portfolio management] 1. In the contract for the portfolio management, composed of one or more financial instruments, investment firm commits itself to making and implementing investment decisions on behalf of the client, in the framework of the left by the customer at the disposal of the cash management or financial instruments.

2. the contract referred to in paragraph 1. 1 shall be concluded in written form, (a) in the case of a retail client contract is in writing, on pain of nullity.

Article. 76. [the contract of investment advice] contract for investment advice investment company undertakes to prepare based on the needs and the situation of the client, and the transmission of his written or oral recommendations concerning: 1) buy, sell, Exchange, subscription or redemption of certain financial instruments or to refrain from concluding the transaction in those instruments;

2) or refrain from the implementation of the rights resulting from a specific financial instrument to buy, sell, Exchange, subscription or redemption of a financial instrument.

Article. 77. [currency exchange] 1. Foreign Exchange service means acceptance by foreign investment and selling them on behalf of the client, as well as the purchase of foreign currency for the account of the client in connection with the operation of the implementation of the obligations of the investment firm to the client or the client's liabilities to investment firm in respect of services provided by the investment firm on his behalf, or obligations of the client to the issuer of the securities in cases where the investment firm acts on behalf of and for the account of the issuer, or the issuer of the securities to the client, where the investment firm acts on behalf of and for the account of the client in respect of the activities referred to in article 1. paragraph 69. 2.2. Investment firm to provide foreign exchange services does not constitute for kantorowej within the meaning of the Act of 27 July 2002-Exchange Law (Dz. u. of 2012. poz. 826, and from 2013. poz. 1036).

Article. 78. [an alternative trading system] 1. The investment firm that organizes an alternative trading system provides:


1) concentration of supply and demand for financial instruments traded in the alternative trading system, with a view to shaping their common course;

2) safe and efficient process;

3) dissemination of uniform information about courses and speed financial instruments that are traded in the alternative trading system.

2. where required by the safety market in alternative trading or is vulnerable to the interest of the investors, the investment firm that organizes an alternative trading system, at the request of the Commission, suspend the introduction of financial instruments to trading on the alternative trading system, or pauses to start trading financial instruments designated for a period of no longer than 10 days.

3. where the marketing of certain financial instruments is made in circumstances that point to the possibility of the threat of the proper functioning of the alternative trading system or safety of circulation in this alternative trading, or the interests of investors, at the request of the Commission, the investment firm that organizes an alternative trading system suspends marketing of these financial instruments for a period of not more than one month.

4. At the request of the Commission, the investment firm that organizes an alternative trading system excludes from the market indicated by the Commission financial instruments where the dealing threatens the essentially proper functioning of alternative trading system, or the security of the trading in this alternative trading, or compromises the interests of investors.

5. The request referred to in paragraph 1. 2-4 should indicate the specific reasons which justify them.

6. The Commission shall make public without delay information on the occurrence of the request referred to in paragraph 1. 2-4.

7. Investment firm that organizes an alternative trading system provides efficient and proper clearing and settlement of transactions concluded on this system, by the conclusion of an agreement with an entity entitled to carry out the settlement and settlement.

8. the agreement referred to in paragraph 1. 7, it can be concluded, in so far as an entity entitled to carry out the settlement and settlement, with whom the contract is to be concluded is: 1) uses solutions to ensure efficient and correct execution of entrusted him, this satisfies the conditions of the transaction settlement or settlements, respectively, making technical;

2) provides execution of activities entrusted to him in a way that does not endanger the safety of the market and which does not damage the interests of the participants in this market.

9. The intention to conclude an agreement resulting in the change of operator settlement or settlement of transactions requires a notification to the Commission. The Commission shall, within 3 months from the date of receipt of the notification, notify the opposition to the proposed contract with the entity providing clearing or settlement of transactions where the person with whom the contract is to be concluded is does not satisfy the conditions referred to in paragraph 1. 8.10. The conditions referred to in paragraph 1. 8 paragraph 1, in respect of the fulfilment of technical conditions, be deemed to be fulfilled in the case of the national depository and, in the case of: 1) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 6, and the company's leading clearing, entrusting to make settlement of the transaction;

2) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2, paragraph 2, and the company leading the House account, entrust making settlement.

Article. 78A. [data disseminated by the investment firm] 1. The investment firm that organizes an alternative trading system in spite of the current purchase price and the selling price for shares admitted to trading on a regulated market, which are also traded in the alternative trading system, with an indication of the total volume of orders for each of price levels in accordance with article 4. 17, art. 29, art. 30. 32 regulation 1287/2006.

2. the information referred to in paragraph 1. 1, are disseminated promptly within normal trading hours within the meaning of article 3. 2 section 5 of the regulation 1287/2006.

3. the Commission may exempt the investment firm from the obligation to, at its request, the dissemination of information referred to in paragraph 1. 1 if this is justified due to the accepted way to organize the marketing of either the type or size of the orders, in accordance with article 4. 18 of regulation 1287/2006. The Commission may also release the investment firm from the obligation to disseminate information referred to in paragraph 1. 1 with regard to jobs on a large scale in comparison with the standard market size within the meaning of article 3. 20 regulation 1287/2006.

4. Investment firm that organizes an alternative trading system to circulate in respect of contracts entered into in the course of the transaction, the shares are admitted to trading on a regulated market, the data, including price, volume and time of the conclusion of each transaction, in accordance with article 4. 27, art. 29, art. 30. 32 regulation 1287/2006. Dissemination of information followed immediately after the conclusion of the transaction.

5. the obligation referred to in paragraph 1. 4, does not arise in the case where the data referred to in paragraph 1. 4, relating to the transactions in an alternative trading system are disseminated by the company leading to a regulated market.

6. the Commission may grant investment company, at the request of the company, the agreement on the deferred dissemination of information referred to in paragraph 1. 4 If this is justified due to the type or, in accordance with article 4. 28 regulation 1287/2006, due to the size of the transaction.

7. The application for authorisation referred to in paragraph 1. 6, investment firm joins the principles on which will be made deferred dissemination of information referred to in paragraph 1. 4, after obtaining the consent of the Commission.

8. Investment firm after obtaining the consent referred to in paragraph 1. 6, shall promote the principles on which will be made deferred dissemination of information referred to in paragraph 1. 4. 79. [brokering operations Agreement in respect of the activities carried out by the investment company] 1. The investment firm may by agreement in writing, delegate to a natural person, a legal person or organizational unit does not have a legal personality to perform a permanent or periodic on behalf and for the account of the investment firm brokering activities in respect of the activities carried out by the investment company agent (investment firm).

2. On the basis of an agreement referred to in paragraph 1. 1 may be carried out activities relating to the conclusion of contracts for the provision of services by the investment firm or to the implementation of these agreements, and in particular to advise to the client or potential client in respect of financial instruments or services of the investment firm, taking orders, referred to in article 1. paragraph 69. 2, paragraph 1, and receiving other declarations of intent for investment companies.

3. it is prohibited to stand in a contractual relationship arising from the agreement referred to in paragraph 1. 1, with more than one investment firm.

4. it is prohibited to accepting by an agent of the company investing any payments in connection with the activities carried out on the basis of an agreement referred to in paragraph 1. 1, from people on whose behalf the investment firm provides services, as well as made by the investment firm for the benefit of those people.

5. For damage caused by the company's agent in connection with the performance of investment activities on behalf of and for the account of the investment firm is responsible jointly and severally the investment firm and the agent that caused injury. Excluded is the case when the damage occurred as a result of force majeure or due to the fault of a third party.

6. investment company Agent shall inform the client or potential client with a range of activities, to decide which in accordance with the agreement referred to in paragraph 1. 1, is authorised. In the case where an agent investment firm is a person carrying out an occupation securities broker or investment advisor, she is also required to prove evidence of formal permission to practise securities broker or investment advisor.

6a. The investment firm shall supervise the activities of the investment firm's agent on the basis of a contract with this company the agreement referred to in paragraph 1. 1, in order to ensure that the operations referred to in paragraph 1. 2, are executed in accordance with the provisions of the Act and the regulations issued on its basis, and, in particular, that the obligation imposed on the investment company are carried out in the correct manner, as well as to ensure that the activities of the investment firm agent executed in terms other than the result of an agreement referred to in paragraph 1. 1, it does not cause adverse effect on the activities undertaken under this agreement.

7. In relation to the investment firm of the Commission are entitled to under the law on the supervision control permissions on activities performed on behalf of the investment firm, and which is made in connection with these activities.

8. the Commission shall keep a register of agents of investment firms with which investment firms have concluded an agreement referred to in paragraph 1. 1. the 9. The Commission agent shall be deleted from the register of investment firm referred to in paragraph 1. 8:1) if he or she violates the provisions of the Act or regulations issued on the basis of, in particular, the rules governing the activities referred to in paragraph 1. 2;

2) immediately after the investment firm information of termination referred to in paragraph 1. 1;

3) if he no longer fulfils the conditions, compliance with which was the basis of an entry in the register;

4) if the investment firm has lost the capacity to engage in brokerage activities.


9A. In the cases referred to in paragraph 1. 9, the provisions of article 4. paragraph 130. 2 and 3 shall apply mutatis mutandis.

10. An entity that has been deleted from the register of agents, investment firms, for reasons referred to in paragraph 1. 4, may not be entered into the register before the expiry of 10 years from the date of the deletion, and where the deletion occurred in connection with the making by investment firm crime – also seize the sentencing for a crime.

Article. 80. [Agent investment firm] Agent investment firm that has entered into an investment agreement with the company referred to in article 14(2). paragraph 79. 1, is an entrepreneur.

Article. 81. [entry in the register of agents of investment firm] 1. Application for entry in the register referred to in article 2. paragraph 79. 8, includes investment firm on whose behalf the operations to be carried out referred to in article 1. paragraph 79. 2. the application shall contain: 1) in the case of a natural person: a) personal data, including your name, address and place of residence, social security number and, in the case of his absence – the series and number of passport or another document confirming identity, b) a statement of the entry to the central records and Information about business, c) description current course work or business, d) a statement of the legal nieuznaniu the judgment of guilt of committing crimes or offences referred to in paragraph 1. 4, e) scope and how to perform these steps, which have been attributed to pursuant to a contract referred to in article 14(2). paragraph 79. 1, and to the exercise thereof, f) an indication of the person or persons with the investment firm responsible for the supervision of the investment company agent, g) the opinion of the investment firm, that the person concerned has an appropriate level of knowledge and professional experience in the field of financial intermediation services, laws, and standards for investment firms unless the investment agent has to be a person having the right to practise securities broker or investment adviser;

2) in the case of a legal person or an organizational unit does not have legal personality: a) data for a company or business name and address, and (b)) a description of the business, (c) a statement of the competent entry) register, d) the personal data of those in charge of the activities of the entity, including your name, location and address, social security number and, in the case of his absence – the series and number of passport or another document confirming the identity of the , e), claims those in charge of the business of a nieuznaniu by a judgment of guilty of the offence or offences referred to in paragraph 1. 4, f) range and how to perform these steps, which have been attributed to pursuant to a contract referred to in article 14(2). paragraph 79. 1, and to the exercise thereof, g) an indication of the person or persons with the investment firm responsible for the supervision of the investment company agent, h) the opinion of the investment firm, the experience in the field of trading in a financial instrument held by a particular entity or by persons in charge of his business and the organizational structure of this entity shall ensure the execution of the operations referred to in article 1. paragraph 79. 2, in the correct manner, with dołożeniem due diligence.

2. The declaration referred to in paragraph 1. 1 (1) (a). (b) and (d) and paragraph 2 (a). (c) and (e), composed under pain of criminal prosecution for filing false claims. Comprising a statement is required to include in it the clause reads as follows: "I am aware of criminal liability for filing a false statement." This clause shall be replaced by the letter of authority for criminal liability for submitting false claims.

3. where an investment firm agent to be the entity established by the surveillance authority, with which the Commission has entered into an agreement referred to in article 2. 20 paragraph 1. 2 of the law on supervision, the Commission shall, after receipt of the request referred to in paragraph 1. 1, there is to this body, to present the opinion concerning the financial situation of the entity that is to be entered in the register and how to conduct the business of the entity. Presentation by positive feedback for: 1) a natural person is regarded as having its appropriate level of knowledge and professional experience in the field referred to in paragraph 1. 1 (1) (a). (g);

2) a legal person or organizational unit does not have a legal personality is recognised as having by it or by the person in charge of her experience with the activities referred to in paragraph 1. 1 point 2 (a). h, and the possession by this person or organizational structure to ensure that activities referred to in article 1. paragraph 79. 2, in the correct manner, with dołożeniem due diligence.

4. the Commission shall refuse registration if the person referred to in paragraph 1. 1, paragraph 1, or the person in charge of the activities of an entity referred to in paragraph 1. 1 point 2, has been recognized by the judgment of guilt of the offence tax crimes against the reliability of documents, property, economic revolution, revolution money and securities crimes or offences referred to in article 1. 305. 307 or article. 308 of the Act of 30 June 2000-industrial property Law (Dz. u. of 2013 item 1410 and 2015 item 1266 and 1505), the offences referred to in the Act of 26 October 2000 on the commodity, the Act of 27 May 2004 on the investment funds, the law on public offering or the offences referred to in this Act.

5. the Commission also refused to make an entry in the register of a person referred to in paragraph 1. 1, point 1, or entity referred to in paragraph 1. 1 point 2, where the exercise by the person or entity the activities referred to in article 1. paragraph 79. 2, could lead to security breaches or the interests of the clients of the company. In the case of an entity referred to in paragraph 1. 1, paragraph 2, the Commission shall refuse to make an entry in the register, even when the experience of trading in a financial instrument held by the entity or by persons in charge of his business and the organizational structure of this entity does not guarantee the actions referred to in article 1. paragraph 79. 2, in the correct manner, with dołożeniem due diligence.

6. The investment firm shall inform the Commission in writing to: 1) you change the data covered by the application for entry in the register within 7 days from the date of receiving the information about these changes;

2) start by investment firm actions referred to in article 1. paragraph 79. 2, within 3 days from the date of implementation of those activities;

3) dissolution of the agreement referred to in article 14(2). paragraph 79. 1, indicating the date of and reasons for termination, within 7 days from the date of termination.

Article. 81 a [Entrusting actions] 1. Investment firm, subject to article 22. 81 g, may by agreement in writing, delegate of the trader or the trader foreign activities related to the activities carried out by the investment firm, including its brokerage activities carried out.

2. To entrust the actions cannot provide: 1) transfer of brokerage activities in a manner that causes no actual exercise of the activity of the brokerage business by the investment firm;

2) forward represent the investment firm within the meaning of article 3. 29 section 1, art. 117 section 1 [1]. 137 section 1 of the Act of September 15, 2000-the code of commercial companies and the conduct of the Affairs of the investment company within the meaning of article 3. 39 section 1, art. 121 § 1 and article. 140 § 1 of the law of 15 September 2000-the code of commercial companies;

3) the conferral of management of investment company within the meaning of article 3. 97 section 1, art. 201 § 1 and article. 368 § 1 of the law of 15 September 2000-the code of commercial companies.

Article. op.81B. [Conditions of conclusion of the contract about entrusting the implementation of operations] 1. The investment firm may conclude an agreement referred to in article 14(2). 81 a paragraph. 1, provided that: 1) operator or the foreign entrepreneur has the permissions to perform activities in respect of the subject matter of the contract, if the law is due to have such powers or, in the case where the law is not such an obligation, the performance of these activities in a way that professional;

2) entrepreneur or foreign entrepreneur has the necessary knowledge and experience and provides technical and organisational conditions necessary for the proper performance of the contract;

3) entrepreneur or foreign entrepreneur is in the financial position to ensure the proper performance of the contract;

4) operator or the foreign entrepreneur who is a natural person, or the person managing or leading case of the trader or foreign entrepreneurs were not recognised by a judgment of guilty of the offence or offences referred to in article 1. paragraph 81. (4);

5) entrepreneur or foreign entrepreneur will allow effective monitoring by the investment firm executing its operations and to manage the risks associated with the giving of the Act, and the investment firm has knowledge for effective supervision of assigned to operations and risk management;

6) the investment firm shall determine the methods for assessing how to perform actions from the scope of the subject matter of the contract by the trader or the trader foreign;

7) investment company and authorized auditor to audit accounts of investment companies will have access to information relating to the implementation of the activities entrusted to the trader or foreign entrepreneurs, also in the case when the provision of this data occurs as a result of the request of the Commission;


8) investment company and entrepreneur or foreign entrepreneur will have action plans to ensure the continuous and uninterrupted pursuit of the activities in the area covered by the agreement, including in the event of termination of the contract;

9) investment company and entrepreneur or foreign entrepreneur will have action plans for ways to recover data to protect against loss caused by a power failure or other failures or disturbances, and other random events and periodic making tests in terms of the accuracy of the functioning of equipment and systems for the recovery of data;

10) to entrust the actions will not detract for the investment firm in accordance with the law, prudent and sustainable management of the company, the effectiveness of the internal control system in the investment company and the protection of professional secrecy or other information protected and confidential information.

2. The investment firm before the conclusion of the contract referred to in article 14(2). 81 a paragraph. 1, shall determine if the operator or foreign entrepreneur fulfils the conditions referred to in paragraph 1. 1 points 1-5, and take steps to ensure that the conditions referred to in paragraph 1. 1 point 6-10.

3. where the investment firm and the operator or foreign entrepreneur belong to the same group, the investment firm shall evaluate compliance with the conditions referred to in paragraph 1. 1 points 1-5, and shall take steps to ensure in particular compliance with the conditions referred to in paragraph 1. 1 point 6-10, taking into account the principles of supervision of an entrepreneur or an entrepreneur foreign and your own impact on the activity of the trader or the trader, therefore, remain in the same holding company as well as the principles of supervision in the same group.

Article. 81c. [Responsibility for damage caused to clients as a result of failure to perform or improper performance of the contract] 1. The responsibility of the trader or the trader to foreign investment company for damage caused to clients as a result of failure to perform or improper performance of the contract referred to in article 14(2). 81 a paragraph. 1, you cannot exclude or limit.

2. the responsibility of the investment firm for damage caused to clients as a result of failure to perform or improper performance of the contract referred to in article 14(2). 81 a paragraph. 1, by the trader or entrepreneur, you cannot exclude or limit.

Article. 81d. [inform the Commission of their intention to conclude the agreement] 1. The investment firm shall notify the Commission of their intention to conclude the agreement referred to in article 14(2). 81 a paragraph. 1, at least 14 days before its conclusion.

2. The investment firm shall notify the Commission, within 14 days, of any change, termination or expiration of the agreement referred to in article 1. 81 a paragraph. 1. 81e [supervision by investment firm] 1. The investment firm shall exercise the current surveillance and make the current evaluation of the quality of the actions assigned to on the basis of an agreement referred to in article 14(2). 81 a paragraph. 1.2. The investment firm shall ensure that the operator or foreign entrepreneur, with which it has entered into an agreement referred to in article 14(2). 81 a paragraph. 1, informed her of any circumstances that may have a significant impact on the proper implementation of this agreement and the circumstances of the infringement in connection with the performance of the tasks assigned to the activity.

3. in the case of violations by the investment firm, in accordance with paragraph 1. 1 or 2 information, from which it follows that there is a reasonable suspicion of failure or improper, essentially, the implementation of the agreement referred to in article 14(2). 81 a paragraph. 1, or perform this agreement in a manner inconsistent with the provisions of the law, the investment firm shall immediately terminate this agreement.

4. the provisions of paragraphs 1 and 2. 1-3 shall apply mutatis mutandis in the case where the agreement referred to in article 14(2). 81 a paragraph. 1, has been included with the entity belonging to the same group to which the investment firm.

Article. 81f. [exclusion of application of the provisions of the Act], the provisions of article 4. op.81B-81e shall not apply to contracts entered into by investment firm contracts, which are not essential for the proper performance of the obligations laid down by the laws of investment firm, the financial situation of the company, the continuity or sustainability of the brokerage business by the company, in particular where the subject is: 1) service for investment advice or other services not relating directly to the brokerage activities carried out by the investment company including services: legal advice), b), c) training of staff conducting the accounts, d) the protection of persons or property;

2) service for the investment firm of standardised services, including services consisting in the provision of market information or information about the ratings of financial instruments.

Article. 81 g. [Agreement for the execution of activities related to the brokerage] 1. The investment firm may conclude a contract for the execution of activities related to the brokerage run by this company from a foreign entrepreneur who has no domicile or establishment in the territory of a Member State, and which is to be entrusted with the exercise of the activities from the scope of the services referred to in article 14(2). paragraph 69. 2 paragraph 4, provided on behalf of a retail client, provided that: 1 the foreign trader) has a permit in respect of the subject matter of the contract operations, granted by the competent supervisory authority in the home country, as long as it is required, and shall be subject to supervision in this respect that authority;

2) the Commission has negotiated with the supervisory authority referred to in paragraph 1, the agreement referred to in article 2. 20 paragraph 1. 2 of the law on supervision.

2. Where the conditions referred to in paragraph 1. 1 are not met, the conclusion by the investment firm the contract to perform the activities related to the brokerage run by this company requires notice to the Commission at least two months before its conclusion. The contract may be concluded provided that failure by the Commission to oppose the intention the conclusion of this agreement.

3. the notification referred to in paragraph 1. 2 the investment firm joins: 1) the documents relating to the business carried on by the operator, with whom the contract is to be concluded;

2) documents or information proving compliance with the conditions referred to in article 1. op.81B paragraph 1. 1 point 2-10;

3) the draft agreement to be concluded with the foreign entrepreneur;

4) permits actions in terms of the subject matter of the contract granted to foreign entrepreneurs required in his native state.

4. The Commission shall have the right to object to the Declaration of intention to conclude the agreement within a period of 2 months from the date of the notification referred to in paragraph 1. 2 where there is a reasonable suspicion that the exercise by foreign trader in the subject matter of the contract operations could lead to security breaches or the interests of the clients of the company. In the case of failure of the opposition, the Commission may set a time limit within which an agreement can be made.

5. the Commission, taking into account the need to ensure the proper performance of the obligations laid down by the laws of investment firm, indicates, in the form of the resolution, a description of the cases in which, despite the failure to comply with the condition referred to in paragraph 1. 1, paragraph 1 or paragraph 2, there is the threat of security breaches or the interests of the clients of the company. The resolution is subject to the notice in the official journal of the Financial Supervision Commission.

Article. 82. [request for authorization to engage in brokerage activities] 1. Application for authorization to engage in brokerage activities, subject to article 22. paragraph 111. 2, includes: 1) the personal data of members of the Board of directors or shareholders or komplementariuszy in the company, Board of Directors, the Audit Committee, if established, as well as other persons who are responsible for the launch of the brokerage business by the applicant or will follow it, their professional competence and the current process work;

2) a list of the shareholders holding shares of the applicant, directly or indirectly, through subsidiaries, along with the designation held by them, the number of shares and percentage designation held by them votes in the total number of votes;

3) in the case of shareholders who are natural persons holding at least 10% of the total number of votes or at least 10% of the share capital of the applicant-the personal data of those individuals, information about the current course of employment or business;

4) in the case of shareholders who are legal persons, holding at least 10% of the total number of votes or at least 10% of the share capital of a public limited liability company as the applicant-information on business, current transcript from the proper register and the last financial statements, together with the opinion of the entity entitled to study financial statements and the report of the examination, if the test is required by law;

4A) in the case of shareholders who are organizational units not having legal personality, possessing at least 10% of the total number of votes or at least 10% of the share capital of the applicant, respectively, the information referred to in point 4;


5) information about the entities constituting the same applicant group, including an indication of their company (name) or first and last name, and address or place of residence and address, a description of the business and, in the case of a legal person which is the subject of the dominant to the applicant, if the entity is a financial holding company, referred to in article 14(2). 21 paragraph 1. 2 paragraph 16, an indication of the personal data of persons included in its supervisory and management bodies, their professional qualifications and previous course work;

6) the information referred to in section 5 in relation to the shareholders or members in the parent holding company, which remains the applicant;

7) an indication of the scope of the activities that the applicant intends to carry out;

8) information on the amount of initial capital, with an indication of the sources of its origin, or information about the contract of insurance, referred to in article 14(2). paragraph 98. 9, including, in particular, an indication of the insurance undertaking, with which it was concluded, and the amount of the sum insured;

9) analysis of economic and financial brokerage business for a period of one year from the date of this activity;

10) statements by the persons mentioned in paragraph 1, excluding associates and komplementariuszy in the company, that they were not recognised by a judgment of guilty of the offence, the tax crimes against the reliability of documents, property, economic revolution, revolution money and securities crimes or offences referred to in article 1. 305. 307 or article. 308 of the Act of 30 June 2000-industrial property Law, the offences referred to in the Act of 26 October 2000 on the commodity, the offences referred to in the Act on public offering or the offences referred to in this Act;

11) information about the planned organisation of companies, indicating the addresses of Headquarters and branches, where they planned to open, and the telecommunications equipment held and of the conditions of tenancy;

11A) in the case of the intention to carry out the activities referred to in article 14(2). paragraph 69. 2, point 8, the indication of the entity or entities that, under a contract with the applicant, will make the settlement and clearing of transactions in an alternative trading system and the principles on which it is to be carried out clearing and Bill transactions by the entity or entities;

12) information about the previously carried out by the applicant business;

13) information on the parent entities and subsidiary to shareholders holding at least 10% of the total number of votes or 10% of the share capital of the applicant which includes an indication of their company (name) or first and last name, and address or place of residence and address, and a description of the business.

2. the application shall, subject to article 22. paragraph 111. 2A, shall be accompanied by: 1) the statute or the agreement of the company and a copy of the register, or, in the case of an applicant who is a foreign entity from the register;

2) rules that determine the way you do business in a range of activities referred to in paragraph 1. 1 paragraph 7 in the case of the intention of the provision of services to the retail customer;

2A) description of conduct of business rules in respect of the activities referred to in paragraph 1. 1 paragraph 7 in the case of the intention of the provision of services to the client of a professional;

3) rules of organization, a description of the internal control system and the rules of supervision of compliance with the law;

4) rules to protect the flow of confidential information and forming the professional secrecy and internal procedures to prevent the placing on the market value of financial assets originating from illegal or undisclosed sources;

4A) regulations management of conflicts of interest;

4B) procedure for preventing and disclosing cases of manipulation;

5) rules to invest by persons linked to the investment firm or for their account in the financial instruments;

6) in the case of applicants so far, the leading business-recent financial statements of the applicant, together with the opinion of the entity entitled to study financial statements and the report of the examination, if the test is required by law;

7) list of securities brokers or investment advisers employed by the applicant in accordance with article 4. 83;

8) in the case of the applicant that the exclusion under article. paragraph 98. 9, a document confirming the conclusion of the insurance contract;

9) submitted by shareholders who are natural persons holding at least 10% of the total number of votes or at least 10% of the share capital of the applicant, the Declaration of the source of origin of funds intended to pay for to be held or purchased shares or the shares of the applicant;

10) a copy of the contract with the national Deposit for participation in the system of compensation contained provided authorization to engage in brokerage activities.

2A. the statements referred to in paragraph 1. 1, paragraph 10, and paragraph 1. 2 item 9, composed under pain of criminal liability. Comprising a statement is required to include in it the clause reads as follows: "I am aware of criminal liability for filing a false statement." This clause shall be replaced by the letter of authority of criminal prosecution for perjury.

3. in the application referred to in paragraph 1. 1 there shall be shown the information referred to in paragraph 2. 1 points 5 and 6, where they relate to: 1) which is the principal issuer of securities or other financial instruments admitted to trading on a regulated market, the investment firm, trademark home brokerage, Bank, insurance company, investment fund, pension fund, a foreign fund or management company within the meaning of the provisions of the investment funds, or other foreign entity supervised by the authority with which the Commission has entered into an agreement referred to in article 2. 20 paragraph 1. 2 of the Act on the supervision of, or an agreement referred to in the provisions of the investment funds;

2) the parent undertaking or subsidiary of an entity referred to in paragraph 1 or 3) the subsidiary from the parent undertaking to the entity referred to in paragraph 1.

3A. the related persons referred to in paragraph 1. 2 paragraph 5, it is understood: 1) a person that is part of the statutory authorities of the investment firm, and, in the case of an investment company in the form of a partnership is also an accomplice or komplementariusza;

2) person remaining in employment, orders, or other legal relationship of a similar nature of the investment firm;

3) a natural person who is an agent of the investment firm;

4) a natural person pursuing an activity provided by the investment firm in accordance with the agreement referred to in article 14(2). 81 a paragraph. 1;

5) person in charge of the activity: (a) the company's agent), where the agent of the investment firm is a legal personality, organizational unit b) the executing principal activities provided by the investment firm in accordance with the agreement referred to in article 14(2). 81 a paragraph. 1 in the case where the entity is an organizational unit without legal personality;

6) a person that is part of the managing authority: a) the company's agent, in the case where the agent of investment firm is a legal person, (b)) the executing principal activities provided by the investment firm in accordance with the agreement referred to in article 14(2). 81 a paragraph. 1 in the case where the entity is a legal person;

7) person remaining in employment, orders, or other legal relationship of a similar nature: a) an entity referred to in paragraph 5 (b). or, point 6 (a). and, in so far as it participates in the implementation of the brokering activities in respect of the activities carried out by the investment firm, b) entity referred to in paragraph 5 (b). (b) or 6 (a). (b), in so far as it participates in the implementation of the activities provided by the investment firm.

4. In order to determine the influence exercised by the holding, directly or indirectly, shares or interests of the applicant in providing at least 10% of the total number of votes on the way to the brokerage business, the principles of the fair or proper safeguard the interests of customers, the Commission may require the presentation of data on the situation of financial or legal entity.

5. the provisions of paragraphs 1 and 2. 1, paragraph 1. 2 paragraph 9 and paragraph 3. 4 shares or shareholders shall apply mutatis mutandis to the shares or shareholders in the case where the applicant is a limited liability company. The provision of paragraph 1. 2 paragraph 9 concerning the Declaration of the source of origin of funds for payment for subscribed or acquired shares shall apply mutatis mutandis to the Declaration of the source of origin of the monies paid as a contribution to the partnership if the applicant is a partnership, the partner or partnership.

Article. 83. [obligations of the investment firm] 1. The investment firm shall employ, on the basis of a contract of employment, at least: 1) one securities trader is to perform each of the operations referred to in article 1. paragraph 69. 2 point 1 to 3, 6 and 8 and paragraph 1. 4 point 1;

2) two investment advisers-for actions referred to in article 1. paragraph 69. 2 point 4;

3) one investment advisor or a broker of securities – for actions referred to in article 1. paragraph 69. 2 paragraph 5.

2. the conditions referred to in paragraph 1. 1, be deemed to be met if the steps listed in this article performs a stockbroker or investment advisor who is a general partner unconference in the company stock shelf or a limited partnership or a partner in the company is an investment company content or confidential.


3. The provisions of paragraph 1. 1 does not apply to foreign investment firms operating on the territory of the Republic of Poland the brokerage activity without having to open the branch.

4. Investment firm is under no obligation to hire a broker of securities for actions referred to in article 1. paragraph 69. 2, paragraph 1, which are financial instruments referred to in article 1. 32 paragraph 1. the Act of 27 May 2004 on investment funds.

Article. 83A. [obligations of the investment firm] 1. The investment firm shall be applied in the business technical and organisational solutions to ensure the security and continuity of the services brokerages and the protection of the interests of clients and confidential or which professional secrecy.

1a. The investment firm shall have procedures for reporting anonymous indicated to the Member of the Board of Directors, and in special cases – Board of Directors, law and investment company procedures and ethical standards.

1B. in the framework of the procedures referred to in paragraph 1. 1A, the investment firm provides employees who report violations, at least before the activities of a socially repressive, discrimination or other unfair treatment.

1. in the case of a brokerage house in the form of a partnership the requirements referred to in paragraph 1. 1a shall apply to komplementariuszy or associates, which has the right to conduct the Affairs of the company or its representation in accordance with the provisions of the Act of September 15, 2000-the code of commercial companies.

2. the information disseminated by the investment firm for the purpose of advertising or promotion services provided by an investment company should be fair and understandable.

3. The investment firm shall be providing brokerage services to take into account the best interests of customer interest.

4. The investment firm shall: 1) keep documents and other media information drawn up or received in connection with services performed maklerskimi in such a way as to the security of information against loss or modification;

2) record transactions in financial instruments, including transactions on its own account.

5. The investment firm shall manage the risks in their business, the brokerage house, as referred to in article 1. paragraph 110a. 1 point 4, a brokerage house and investment firm referred to in article 14(2). 95 paragraph 1. 2 Regulation 575/2013, and brokerage activities, referred to in article 1. paragraph 69. 2 paragraph 2 or 4, apply the risk management system referred to in 2a.

6. for the brokerage house which is an investment firm referred to in article 14(2). 95 paragraph 1. 2 Regulation 575/2013 and brokerage activities, referred to in article 1. paragraph 69. 2 paragraph 2 or 4, the provisions of article 5 shall apply. 110a-110 d. 110 g-110q article. 110V-110za.

Article. 84. [request for authorization to operate a brokerage] 1. The Commission recognizes the application for permission to engage in brokerage activities within 2 months from the date of its submission.

2. the authorisation shall contain: 1) company, and address of the investment firm;

2) an indication of the steps which it is authorised to perform;

3) time limit for starting a brokerage activity, not more than 12 months from the date on which the decision to grant the permit became final.

3. No authorization may be granted only for the execution of the operations referred to in article 1. paragraph 69. 4.4. The Commission shall inform the European Securities and markets Authority of any authorisation, by including the information referred to in paragraph 1. 2. 85. [refusal of authorization], the Commission refuses to grant a permit, if: 1) the request does not comply with the requirements referred to in article 1. 82 or article. 111;

2) application or the documents annexed thereto are not consistent in terms of content with the law or with the facts;

3) the applicant does not meet the requirements referred to in article 1. 95 or article. 98;

4) the nature of the relationship existing between the entities belonging to the group, which includes the applicant, makes it impossible to determine the actual structure of the group, the actual owner or to exercise effective oversight of the activities of the applicant;

5) the persons listed in the article. 103. paragraph 111. 6 or article. 115 paragraph 1. 5 do not meet the conditions referred to in those provisions;

6) the opinion referred to in article 14(2). paragraph 96. 1 or 2 or in article 3. 115 paragraph 1. 3, is negative;

7) from the analysis of the application and the documents annexed thereto, it follows that the applicant will conduct business in a manner that does not endanger the safety of trading in a financial instrument or security properly the interests of customers;

8) the applicant does not submit, at the request of the Commission, the information referred to in article 1. paragraph 82. 4 and 5;

9) cash earmarked for acquisition or placing of shares or the shares of the applicant or cash paid as a contribution to a public company or partnership, the applicant partnership come from undocumented sources, loans, credits, or are otherwise charged, in the case where the applicant seeks permission to carry out brokerage activity in the form of brokerage house;

10) entities having directly or indirectly through subsidiaries shares or the shares of applicants representing a total of at least 10% of the total number of votes or 10% of the share capital does not provide the proper conduct by the applicant for the brokerage.

Article. 86. [obligation to inform the Commission] 1. The investment firm shall immediately inform the Commission of: 1) changes the data that is contained in the application for authorisation and the annexes to it, referred to in article 1. paragraph 82. 1 and paragraph 2. 2 points 1 and 7 – 9, subject to paragraph 2;

2) changes in the composition of the shareholders or members holding shares or shares directly or indirectly through subsidiaries) arising from: (a) met or exceeded 20%, 33% or 50% of the total number of the voting rights or capital or b) in the case of shareholders or members having at least 20%, 33% or 50% of the total number of the voting rights or of the capital that a reduction in the share of less than 20% respectively , 33% or 50% of the total number of the voting rights or capital;

3) the acquisition of shares in other companies in the number that provides the right to at least 5% of the total number of votes.

2. The investment firm shall also communicate to the Commission information concerning the investment company run by the business and its financial situation, including in the case of brokerage information relating to compliance by the brokerage house capital adequacy, and events which may affect the run by her or her financial situation.

Article. 87. (repealed).

Article. 88. [transmission of copies of documents and giving explanations in terms of supervision by the Commission] at the request of the Commission or its authorized representative, of the person authorized to represent the company or investment forming part of its statutory bodies or remaining with the investment firm relationship are required to immediately draw up and forward, at the expense of the company, copies of documents and other information, and to provide written or oral explanations within the scope of supervision by the Commission.

Article. 89. [the termination of a license to operate a brokerage activity] 1. Brokerage activities permit shall expire: 1) in the event they fail the brokerage activity on the date indicated in the decision on the discharge for the authorisation;

2) upon notification of the bankruptcy of the investment firm;

3) in the case of the opening of the liquidation of the investment firm is at the end of 3 months from the date of its opening, subject to the provisions of paragraph 2. 2.2. If necessary, the protection of the public interest, the Commission may by decision: 1), shorten the specified in paragraph 1. 1, paragraph 3, 2) indicate actions to the investment firm may take until the expiry of the authorisation to engage in the brokerage business, or 3) indicate the period within which the brokerage activity ends, in the cases referred to in paragraph 1. 1 point 2 and 3.

3. In so far as the decision on the withdrawal of the authorisation to engage in brokerage activity or decision referred to in paragraph 1. 2, otherwise, in the case of the opening of winding-up-until the expiry of the permit, (a) in the case of the withdrawal of authorisation-until the cessation of activity, investment firm executes only actions arising from the conduct of the accounts referred to in article 1. paragraph 69. 4 paragraph 1, or the agreements on financial instruments portfolio management – without the possibility of concluding new contracts – and consequent acquired on behalf of customers of derivatives, aimed at the completion of these investments by customers.

4. in the case of expiry or withdrawal of the authorisation or discontinue the accounts referred to in article 1. paragraph 69. 4 point 1, by the established brokerage, the Commission may order the transfer of financial instruments and cash and documents related to the conduct of the accounts referred to in article 1. paragraph 69. 4, point 1, to another investment firm, which previously expressed consent.


5. in the case of any order by the Commission referred to in paragraph 1. 4, for dealing with documents relating to the carrying out of the brokerage activities article 12 shall apply. 476 § 3 of the law of 15 September 2000-the code of commercial companies. The operator shall immediately inform the Commission of the brokerage operations of the appointment of przechowawcy documents related to the brokerage activity. In the case of the designation of przechowawcy by the Court the Commission shall give notice to the Court.

Article. 90. [obligation to archive documents related to the brokerage activity] 1. The investment firm, which has a brokerage business, has an obligation to archiving and retention on the territory of the Republic of Poland, for a period of 5 years from the date of cessation of the activities, documents and other information related to the conduct of this activity. The obligation to be deemed to be made in the case of an investment company ensure storage of documents and other information by the third party that meets the requirements set out in separate provisions.

2. the authorised representative of the Commission shall have the right to access to the premises or the premises of the entity that holds the documents and other information media, the goal of access to those documents and media.

3. At the written request of the Commission or its authorized representative of the entity that holds the documents is obliged to immediately draw up, at its own expense and to transmit copies of these documents and media.

4. the provisions of paragraphs 1 and 2. 1 without prejudice to the provisions of the Act of 29 September 1994 on accounting.

5. The provisions of paragraph 1. 1 to 4 shall not apply to foreign investment firms operating on the territory of the Republic of Poland the brokerage activity without opening the branch.

Article. 91. [Keeping explicit register of investment firms] 1. The Commission shall keep a public register of investment firms that contains an indication of the companies or the names, addresses, head offices and the scope of activities that each company carry out on the territory of the Republic of Poland within the framework of the authorisation.

1a. the register of investment firms shall also contain the information about the withdrawal of investment company a license to operate a brokerage activity on grounds referred to in article 1. paragraph 167. 1 point 1 to 3, 5 and 6. Notice of withdrawal of authorization shall be recorded in the register for 5 years from the date of the withdrawal of authorisation.

2. the register of investment companies is available on the Commission's website.

Article. 92. [creation of a Chamber of Commerce] 1. A number of investment companies, at least, can create, on the principles set out in separate provisions, the Chamber of Commerce, hereinafter referred to as "the Board".

2. The organization of the authorities, their mode of appointment, powers and tasks of the Chamber defines the Statute of the Chamber of Commerce.

3. Investment firms operating solely in the management of portfolios of financial instruments or investment advice in the field of financial instruments admitted to trading structured may be members of the chambers referred to in paragraph 1. 1, or Chamber of Commerce, referred to in the provisions of the investment funds.

Article. 93. [exclusion of application of the provisions of the Act] 1. The provisions of article 4. paragraph 69. 1, art. 82. 83A paragraph 1. 1, art. 84. 85, art. paragraph 86. 1 and art. paragraph 89. 1 and 2 shall not apply to foreign companies. Article 5(1). paragraph 86. 2 does not apply to foreign investment firms in terms of relating to the financial situation.

2. the provisions of article 3. paragraph 89. 3 and 4 shall apply mutatis mutandis to foreign investment firms – in the event of suspension, or to prohibit, in accordance with article 4. paragraph 169. 3 paragraphs 1 or 2, wholly or partly brokerage activity on the territory of the Republic of Poland.

Article. 93A. [obligation to transfer report including data on transaction] 1. Investment company who acquires or disposes of on their own or someone else's account of the financial instruments admitted to trading on a regulated market shall communicate to the Commission a report covering the details of the transaction in question not later than the end of the working day following the day on which the transaction was concluded.

2. The scope and form of the transmission by the investment firm of reports referred to in paragraph 1. 1, specifies the regulation 1287/2006.

3. the obligation referred to in paragraph 1. 1, does not arise in the case of the transactions concluded on a regulated market or in an alternative trading system, if access to the Commission for information about these transactions within the scope defined in regulation 1287/2006 is provided by the market or the system on which the transaction was entered into.

4. the Commission shall transmit the information contained in the report received in accordance with paragraph 1. 1, to the supervisory authority of the most relevant market in terms of liquidity established pursuant to article 4. 9 or article. 10 of regulation 1287/2006.

5. The Commission shall fix, on the basis of the information communicated in accordance with article 4. 11 of regulation 1287/2006 by leading stock exchange and OTC market companies, the list of financial instruments for which the most relevant market in terms of liquidity is a market held on the territory of the Republic of Poland, in accordance with the provisions of article 3. 9 or article. 10 of regulation 1287/2006. The list is updated on a regular basis.

6. The Commission shall make the list referred to in paragraph 1. 5, the competent supervisory authorities in other Member States.

Article. 93b. [Recommendation to cease the offending activity within the provisions of the Act] in order to ensure compliance by the investment company Act, regulations or regulation 575/2013, the Commission may recommend the company to cease the offending activity within these provisions or to take such action in the future.

Article. 94. [the delegations] 1. The proper Minister of financial institutions determines by regulation: 1) mode and the conditions for the conduct of investment firms, banks, referred to in article 1. 70 paragraph 1. 2, and trust banks: a) promote services and contacts with potential customers, b) trading and clearing, c) categorize customers into different categories, d) the provision of services, including for the provision of services to different categories of customers, e) keep records of transactions and archiving documents and other media reports in connection with the carrying out of activities, f) establishment and implementation of security for the repayment of credits and loans for the acquisition of financial instruments and financial instruments claims protection If the design of these instruments allows you to establish a security-in relation to the performance of those activities referred to in article 1. paragraph 69. 2 and 4, and article 16. paragraph 119. 1 as regards the absence of the provisions of article 8. 7-16 of regulation 1287/2006, while ensuring due diligence, client protection and safe and proper conclusion and settlement of transactions, as well as transparency and safety;

2) (repealed);

3) conditions which must comply with the investment company run by alternative trading system and the scope and form of dissemination of information about transactions and revolutions in this system, taking into account the need to ensure the safety and transparency of trading in a financial instrument, in respect of the absence of the provisions of article 8. 17-20. 27-34 of regulation 1287/2006;

4) range, the mode and form of and time limits for the transmission of the information referred to in article 1. paragraph 86. 2, by investment firms, banks, referred to in article 1. 70 paragraph 1. 2, and trust banks, taking into account the need to allow the Commission, within the scope defined by the law, exercise supervision over the activities of these entities;

5) detailed technical and organizational conditions required for the pursuit of the business of an investment firm, the bank referred to in article 2. 70 paragraph 1. 2, and for the conduct of securities accounts and the accounts of the trust bank's aggregate and detailed conditions for the functioning of the system of risk management in investment company other than a company referred to in article 14(2). 95 paragraph 1. 2 Regulation 575/2013, or brokerage house, as referred to in article 1. paragraph 110a. 1, paragraph 4, taking into account the need to ensure the safe and efficient conduct of the business of those entities, taking into account its scope;

5A) (repealed);

6) (repealed).

2. The proper Minister of financial institutions determines, by regulation, reporting obligations, brokerages and foreign banks conducting brokerage activities of investment firms operating on the territory of the Republic of Poland in the form of brokerage activities of the branch and foreign legal persons referred to in article 1. 115, leading to the territory of the Republic of Poland in the form of brokerage activity branch, trust banks and entities referred to in article 1. 4. paragraphs 1 and 2. 1, paragraph 2, and the national depository and the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1, paragraph 1, as well as the Polish National Bank trading securities issued by the Treasury Department, so that the report drawn up by these entities allowed to make analyses in the area of the State, dynamics and structure of the budget of the State Treasury in debt securities by groups of investors and the types of those papers.



Branch 2 brokerage firms Article. 95. [brokerage] 1. Brokerage house can only be: 1) joint stock company, 2) Pennsylvania company, in which the only people who know are accomplicies right to practise securities broker or investment advisor, in numbers at least two) limited liability company


4) limited partnership, in which the only people who know are accomplicies right to practise securities broker or investment advisor, in at least two, 5) partnership in which the partners (partners) are the only persons having the right to practise securities broker or investment advisor, in at least two, 6) partnership in which the partners are the only persons having the right to practise securities broker or investment advisor number two is located on the territory of the Republic of Poland, hereinafter referred to as the "home of the brokerage".

2. Broking conducted by a company referred to in paragraph 1. 1, paragraph 2, may cover only the operations indicated in art. paragraph 69. 2, points 1, 4 and 5 and paragraph 1. 4 points 3, 4, 6 and 7.

3. Broking conducted by a company referred to in paragraph 1. 1 point 4 – 6 may cover only operations indicated in art. paragraph 69. 2 points 1 and 5 and paragraph 1. 4 points 3, 4 and 6.

4. Shares of brokerage house can only be registered, unless they are dematerialized.

5. Payment for the subscribed or purchased shares of the brokerage house, which they are not dematerialized shares, the brokerage house may not come from undocumented sources of loans, credits or be otherwise ordered.

6. cash paid as a contribution to a brokerage house company-confidential content, and a limited partnership may not come from loans, credits or unreported sources.

7. The sole shareholder of the brokerage house in the form of a public limited-liability company may be the only legal person.

8. The sole shareholder of the brokerage house in the form of a limited liability company may be the only legal person.

9. In the company of a public limited liability company, and the Pennsylvania limited liability company conducting brokerage activities shall be the Board of Directors.

10. in the case when the number of komplementariuszy or members that satisfy the condition specified in paragraph 1. 1 point 2, 4-6 drops below two brokerage house, subject to article 22. 83, is obliged to immediately bring to a state consistent with the provision of paragraph 1. 1, however, not later than 6 months from the date on which the brokerage firm no longer meets the condition specified in paragraph 1. 1. pending the bringing to a state consistent with the provision of paragraph 1. 1 brokerage firm executes only actions arising from contracts for the provision of brokerage services without being able to conclude new agreements.

Article. 96. [Authorization for the company to carry out brokerage activity] 1. The granting of a permit by the Commission to carry out brokerage activity of the company: 1) which is a subsidiary of a foreign investment company or legal person leading brokerage activity on the territory of a Member State belonging to the OECD or WTO, or from a foreign bank, or (2)) which is a subsidiary of the parent undertaking to the foreign investment company or to a legal person leading brokerage activity on the territory of a Member State belonging to the OECD or the WTO , or to a foreign bank, or 3) for which considerable influence they exert the same natural or legal persons, that have a significant impact on the foreign investment company or legal person brokerage activity on the territory of a Member State belonging to the OECD or WTO, or on foreign bank-after consultation with the written opinion of the supervisory authority of another Member State or the Member States belonging to the OECD or the WTO which granted the authorisation to conduct business in this State; the subject of the opinion is the way you do this activity, and in particular compliance with the law in force in that State.

2. the granting of authorisation by the Commission to carry out brokerage activity of the company: 1) which is a subsidiary of a credit institution within the meaning of article 3. 4. paragraphs 1 and 2. (1) paragraph 17 of the Act of 29 August 1997-Bank law, or from a foreign insurance undertaking authorised to operate issued by the competent supervisory authority of another Member State, 2) which is a subsidiary of the parent credit institution within the meaning of article 2. 4. paragraphs 1 and 2. (1) paragraph 17 of the Act of 29 August 1997-Bank law, or a foreign insurance undertaking authorised to operate issued by the competent supervisory authority of another Member State) for which considerable influence they exert the same natural or legal persons, that have a significant impact on a credit institution within the meaning of article 2. 4. paragraphs 1 and 2. (1) paragraph 17 of the Act of 29 August 1997-Bank law, or to a foreign insurance company licensed to operate is issued by the competent supervisory authority of another Member State after consultation with the written opinion authority of another Member State, which has an entity referred to in paragraphs 1 to 3, the authorisation to conduct business in this State; for the purpose of obtaining the opinion is to assess entity shareholders belonging to the same group as the applicant, as well as the assessment of the credibility and experience of the members of the Board of Directors of an entity belonging to the same group as the applicant, or other person having an impact on the management of the entity.

3. By exerting a significant impact means having no less than 20% and not more than 50% of the vote at a general meeting or a meeting of shareholders in the case of a public limited liability company, joint stock-company or a limited liability company, or permission to take a decision on the financial policy or the current business activities of the legal person.

Article. 97. [initial capital of brokerage house] 1. The initial capital of brokerage house means the sum of the share capital in size, in which it was paid, the capital reserve, retained from previous years and reserve capital excluding revaluation capital, net of the uncovered loss from prior years.

2. In the case of explicit content, or a limited partnership by the share capital shall mean the sum of the contributions to the company by its shareholders.

Article. 98. [Amount of initial capital brokerage] 1. Initial capital of brokerage brokerage business is, subject to paragraph 2. 2 – 4, 8 and 9, at least the equivalent in gold 125 000 euros.

2. where the brokerage activities referred to in article 14(2). paragraph 69. 4 (1), the initial capital shall be at least equivalent in gold 50 000 euro, subject to the provisions of paragraph 2. 3 and 4.

3. where the brokerage activities referred to in article 14(2). paragraph 69. 2 paragraph 3 or 7, the initial capital shall be at least equivalent in gold 730 000 euros.

4. The initial capital brokerage, which does not carry out the activities referred to in article 14(2). paragraph 69. 4 para 1, which leads one or more of the activities referred to in article 1. paragraph 69. 2, points 1, 2, 4 and 5, while an insurance broker or an insurance agent within the meaning of article 2 respectively. 7 paragraph 1. 1 and art. 20 of the Act of 22 May 2003 on insurance intermediation (OJ of 2014. poz. 1450), shall be at least equivalent in gold 25 000 euros.

5. (repealed).

6. (repealed).

7. (repealed).

8. Does not require initial capital determined in accordance with paragraph 1. 3 the brokerage activity, referred to in article 14(2). paragraph 69. 2 paragraph 3, solely in terms of long term transactions of the characteristics referred to in the regulations issued on the basis of paragraph 1. 11, unless the activities referred to in article 14(2). paragraph 69. 2 point 7.

9. in the case when the brokerage activities referred to in article 14(2). paragraph 69. 4, point 1, and leads one or more of the activities referred to in article 1. paragraph 69. 2, points 1, 2, 4 and 5, and does not meet the initial capital requirement determined in accordance with paragraph 1. 2 or 4, is required for the conclusion of a contract of insurance civil liability for damages in connection with the carrying out of the brokerage business.

9A. the liability referred to in paragraph 1. 9, includes damage caused by the brokerage in connection with the activities carried out on the territory of the Republic of Poland and other Member States.

9B. The proper Minister of financial institutions shall determine, by regulation, the specific scope of insurance, referred to in paragraph 1. 9, the term obligation of insurance and minimum guarantee amount, taking in particular into account the activity carried out and the scope of the brokerage business.

10. Equivalent to the amounts expressed in euro referred to in paragraph 1. 1-4, is determined at each balance sheet date using the average euro exchange rate issued by the Polish National Bank prevailing on the day preceding the day on which proceedings for the grant of authorisation to carry on brokerage activity-using the average euro exchange rate issued by the Polish National Bank, on the day preceding the date of submission of the application for authorization to conduct brokerage activities.

11. The proper Minister of financial institutions shall determine, by regulation, the long-term characteristics of the transaction, which may be made by the brokerage house without initial capital requirement determined in accordance with paragraph 1. 3, taking into account the need to ensure the safe conduct of the brokerage business.

Article. 21. (repealed).

Article. 98b. (repealed).

Article. 98c. (repealed).

Article. 98d. (repealed).

Article. 98e. (repealed).

Article. 98f. (repealed).

Article. 98g. (repealed).

Article. 98h. (repealed).

Article. 98i. (repealed).

Article. 98j. (repealed).

Article. 99. (repealed).


Article. 100. [Inspection reports, information and accounts] 1. In the case of presumptions as to the correctness or reliability of the financial statements or other financial information, the obligation to draw up by the brokerage house stems from separate provisions or the accuracy of the conduct of the accounts, the Commission may delegate control of these reports, information and accounts of the company entitled to audit accounts. In the case where the control demonstrates significant irregularities, the brokerage Commission returns the cost of carrying out the checks.

2. In relation to the brokerage branch located in the territory of another Member State, the Commission shall have the powers set out in paragraph 1. 1 and art. 88. implementation of powers follows a written informing the supervisory authority in the Member State in whose territory the branch of brokerage house.

3. the statutory auditor or entities entitled to audit accounts, brokerage house parent to brokerage or entity with the brokerage house a significant impact within the meaning of article 3. paragraph 96. 3 shall immediately communicate to the Commission and the Board of Directors and the Management Board, the brokerage house parent to brokerage or entity with the brokerage house a significant impact within the meaning of article 3. paragraph 96. (3) the information in the possession of which came in connection with the performance of the operations relating to events involving: 1) rise to reasonable suspicion of the violation by the brokerage firm, the members of its Board of directors or employees, the laws, the rules of fair trading or the interests of the principals;

2) the emergence of a threat to the continued functioning of the brokerage house;

3) denied the opinion on the financial statements of the brokerage house, the issue of negative opinion on its financial statements or the lodging of objections in this opinion.

3A. the statutory auditor or the entity entitled to audit accounts may dispense with notice of the Supervisory Board and the Management Board referred to in paragraph 1. 3, if you argue in favour of this important reasons.

3B. at the request of the Commission or its authorised representative, auditor and person entering in the composition of the governing bodies of the entity authorised to audit accounts or with the entity in respect of the work, examines the financial statements of brokerage house, shall immediately provide written or oral information and explanations, as well as prepare and provide copies of documents and other information, at the expense of the test subject in order to allow for the exercise of the statutory tasks of the Commission in the field of supervision of compliance with the provisions of Division 2a and regulation 575/2013.

4. Compliance with the obligation referred to in paragraph 1. 3 and 3b, without prejudice to the obligation of secrecy referred to in article 14(2). 59 of the Act of 7 May 2009 on the Chartered reviewers, and their local government, entities authorised to audit accounts and public supervision.

Article. 101. (repealed).

Article. 102. [to have the headquarters] 1. Brokerage house is required to have a head office in the territory of the Republic of Poland.

2. Head Office brokerage house is considered the organizational unit in which a brokerage house to perform continuously activities of members of the Executive Board, the brokerage house komplementariusze in the company stock shelf or a limited partnership or the partners in the company content, express or a brokerage house.

Article. 103. [brokerage Management] 1. In the composition of the Management Board brokerage should include at least two persons having higher education, at least a three-year length of service in the institutions of the financial market and a good reputation in connection with the sprawowanymi function.

1a. in the composition of the Management Board brokerage should include individuals with the knowledge, skills and experience necessary to manage a brokerage house, including risk management, taking into account the scope, scale and complexity of your business. Brokerage house is required to ensure the raising by members of the brokerage house of the qualifications necessary to discharge the responsibilities entrusted to it.

1B. the brokerage house authorities may not enter the persons who have been recognised by a judgment of guilty of the offence, the tax crimes against the reliability of documents, property, economic revolution, revolution money and securities, the conduct referred to in article 2. 305. 307 or article. 308 of the Act of 30 June 2000-the law of industrial property, the offence provided for in the laws referred to in article 1. 1 (1). 2 of the Act of 21 July 2006 for the supervision of financial market and the offences constituting breach of equivalent provisions in force in other Member States.

1. the number of Member of the Board of directors or the Supervisory Board carried out simultaneously by the Member of the Board of directors or of the Supervisory Board of the brokerage house, as referred to in article 1. paragraph 110a. 1, paragraph 4, should depend on individual circumstances and the nature, scale and complexity of the activities of the brokerage house.

1 d. Member of the Board of directors or of the Supervisory Board of the brokerage house, as referred to in article 1. paragraph 110a. 1 point 4, which meets at least one of the conditions referred to in paragraph 1. 1 h, can exercise at the same time, no more than: 1) one member of the Board of Directors and two Member of the Supervisory Board or 2) four functions of a member of the Supervisory Board.

1E. For a single feature, referred to in paragraph 1. (d) shall be deemed to be: 1) features a member of the Board of directors or the Supervisory Board exercised in the entities belonging to the same group;

2) features a member of the Board of directors or the Supervisory Board exercised within: a) covered by the same institutional protection system satisfying the conditions referred to in article 1. 113 paragraph 1. 7 regulation 575/13, b) in which the brokerage has a qualifying holding referred to in article 2. 4. paragraphs 1 and 2. 1 point 36 of regulation 575/2013.

1F. The provisions of paragraph 1. (d) shall not apply to the functions exercised by a member of the Board of directors or the Supervisory Board in a brokerage not involved in economic activities, as well as to the representatives of the State Treasury.

1 g at the request of the Supervisory Board, the Commission, taking into account in particular the scope, scale and complexity of the activities carried out by the brokerage firm, may consent to the exercise by a member of the Board of directors or the Supervisory Board, referred to in paragraph 1. 1 d, one additional member of the Board of Directors over the limitations provided for in paragraphs 1 and 2. 1 d and 1e, if it does not threaten a sound performance by a member of the Board of directors or of the Supervisory Board of the tasks entrusted to him in the brokerage house. The Commission shall inform the European Banking Authority of ING on the papers.

1 h. the provision of paragraphs 1 and 2. 1 d applies to brokerage house, as referred to in article 1. paragraph 110a. 1 point 4, which meets at least one of the conditions: 1) financial instruments issued by the brokerage firm have been admitted to trading on a regulated market referred to in article 2. 15. 1 point 1;

2) share of brokerage house in the assets of the brokerage sector shall not be less than 2%;

3) brokerage house in own funds brokerage sector shall not be less than 2%.

2. in the case of a brokerage house in the form of a partnership the requirements referred to in paragraph 1. 1 – 1 c shall apply to komplementariuszy or associates, which has the right to conduct the Affairs of the company or its representation, in accordance with the provisions of the Act of September 15, 2000-the code of commercial companies.

3. the provisions of paragraphs 1 and 2. 1-1 h shall also apply to financial holding companies and mixed-activity financial holding company referred to in article 1. 4. paragraphs 1 and 2. 1 paragraphs 20 and 21 of regulation 575/2013, unless this company is the parent entity to brokerage house.

4. the Commission shall collect information disclosed by brokerage houses in accordance with article 4. 435 paragraphs 1 and 2. 2 (a). (c) Regulation 575/2013 and uses it to analyze the practices to ensure diversity in the composition of the bodies of the brokerages.

5. The Commission shall communicate the information referred to in paragraph 1. 4, the European Banking Authority.

Article. 103a. [duties of the brokerage house] brokerage house is required to maintain throughout the period of its activity the level of total capital in size, in which it was paid, the capital reserve, retained from previous years and reserve capital excluding revaluation capital less the uncovered loss from prior years and the net loss for the current period of not less than the level of initial capital brokerage.

Article. 104. [notice of its intention to carry out brokerage activity in the form of a branch or without opening branch] 1. Permit to operate a brokerage, subject to the provisions of paragraph 2. 2-10, shall entitle the brokerage house to conduct, in the form of a branch or without having to open a branch of brokerage activity on the territory of all other Member States as regards the activities covered by the authorization referred to in article 2. paragraph 69. 1.2. Brokerage house is required to notify the Commission of their intention to carry out brokerage activity in the form of a branch or without opening a branch in the territory of another Member State.

3. the notification referred to in paragraph 1. 2, includes: 1) an indication of any other Member State, on the territory of which it plans to create a branch or activity will be carried out without opening of the branch;

2) anticipated activities and organizational structure;

3) address where business-related documents will be available;

4) personal information managers activity;

5) indication of whether the brokerage firm intends to use investment agents brokering activities in another Member State, on the territory of which it plans to conduct brokerage activities;


6) data agents, investment firms referred to in point 5.

4. The provisions of paragraph 1. 3 paragraph 3 and 4 shall not apply in the case where the broking will be carried out without opening of the branch.

4A. The provisions of paragraph 1. 3 points 5 and 6 shall not apply in the case where a broking will be conducted in the form of a branch.

5. the Commission shall, subject to paragraph 2. 4 and 4a, shall communicate the information referred to in paragraph 1. 3 paragraphs 1-5, within 3 months, where the activity is to be carried out in the form of a branch or the month-where the activity is to be carried out without opening of the branch, from their receipt, the competent supervisory authority of another Member State on whose territory the branch or activity will be carried out. Where the activity is to be carried out in the form of a branch, the Commission, together with the information referred to in paragraph 1. 3, provide information about the General principles of the functioning of the Polish system of compensation.

5a. at the request of the supervisory authority of another Member State, the Commission shall transmit the information contained in the notice brokerage house intending to operate brokerage without opening the branch referred to in paragraph 1. 3 point 6.

6. To transfer the information referred to in paragraph 1. 3, to the competent supervisory authority of another Member State, the Commission shall inform the brokerage house, which the information relates.

7. in the case of changes in the functioning of the scheme, the Commission shall forward the information about these changes to the competent supervisory authority in another Member State on whose territory the works brokerage house.

8. Change the data contained in the notification of the brokerage firm shall communicate to the Commission not later than one month before the date of entry into force of those amendments. The Commission shall communicate this information to the competent supervisory authority of another Member State on whose territory the branch or works shall be carried out without opening of the branch.

9. The Commission may, within 3 months, where the activity is to be carried out in the form of a branch or the month-where the activity is to be carried out without opening of the branch-from the date of the notice, object to the establishment of a branch or the intention to start operations without opening a branch office outside the territory of the Republic of Poland, if it would be a threat to the functioning of the brokerage house on the territory of the Republic of Poland.

10. Broking in the territory of another Member State may be commenced after the receipt from the competent supervisory authority of that Member State information to indicate the conditions for the pursuit of this activity, or after the expiration of 2 months from the date of receipt by the competent supervisory authority of another Member State, in whose territory the activities to be carried out, the notification referred to in paragraph 1. 2. The activities to be carried out without opening of the branch, may be taken after receipt by brokerage firm, from the Commission with the information referred to in paragraph 1. 6.11. The Commission shall, without delay, inform the competent supervisory authority of another Member State on whose territory the works, the brokerage house of any withdrawal or termination of the license to operate a brokerage activities contributing of business in the territory of the Member State concerned.

12. the Commission shall inform the European Commission and European Securities and markets Authority, the number of cases of notification of objection referred to in paragraph 1. 9.13. The anticipated range of activities referred to in paragraph 1. 3, paragraph 2, may not cover only activities referred to in article 1. paragraph 69. 4.14. Brokerage firm can apply to conduct business in the form of a branch or in a different form in a country which is a Member State, provided the prior conclusion by the Commission of the agreement referred to in article 2. 20 paragraph 1. 2 of the law on supervision, the supervisory authority of the country in which you want to run this business. In this case, the provisions of paragraphs 1 and 2. 2-4 and 9 shall apply mutatis mutandis.

Article. 104A. [the permissions associated with the authorization to organize alternative trading system] 1. Permission to organize an alternative trading system entitles the brokerage house for installation on the territory of another Member State of information systems and technical equipment to ensure access to the organized by the brokerage house alternative trading system entities operating on the territory of another Member State.

2. the brokerage house is required to notify the Commission of their intention to take the steps referred to in paragraph 1. 1, with an indication of the Member State on whose territory these operations are to be taken.

3. The Commission shall forward the notification referred to in paragraph 1. 2, within one month from the date of its receipt, the competent supervisory authority of another Member State within the territory of which the acts referred to in paragraph 1. 1 to be taken.

Article. 105. (repealed).

Article. 105a. (repealed).

Article. 105b. (repealed).

Article. 105c. (repealed).

Article. 105d. (repealed).

Article. 105e (repealed).

Article. 105F (repealed).

Article. 105 g. (repealed).

Article. 106. [obligation of communication to the Commission of its intention to acquire or subscribe for shares brokerage] 1. An entity which intends to, directly or indirectly, purchase or cover the shares or rights shares in brokerage house to ensure the achievement of or exceeding of respectively 10%, 20%, one-third, 50% of the total number of votes cast at a general meeting or participate in capital, is required to notify the Commission each of its intention to purchase them or to subscribe. An entity which intends to, directly or indirectly, to become a dominant brokerage house otherwise than by purchase or placing shares or rights shares in brokerage house providing the majority of the total number of votes at the general meeting, is obliged to notify their intention to the Commission.

2. a positive parent entity indirectly or indirectly brokerage house buying or covering the shares or rights from shares brokerage house is considered the dominant entity in relation to the entity that acquires or includes shares or rights from shares brokerage house, as well as the entity that is taking action having the effect that it will become the dominant entity in relation to the subject, which is the parent of a brokerage house or have shares or rights shares of brokerage house.

3. where an entity that intends to: 1) directly purchased or include shares or rights from shares brokerage house or become a dominant brokerage house, is a subsidiary, the notice includes the entity, including its original parent entity;

2) indirectly acquire or extend to shares or rights from shares brokerage house or become a dominant brokerage house, is a subsidiary, notification is made up only of its original parent.

4. the notification referred to in paragraph 1. 1, also applies to: 1) zastawnika and the user action, if in accordance with article 4. 340 § 1 of the code of commercial companies, they are entitled to exercise the voting rights of the shares;

2) entity that has obtained the right to vote at a general meeting at the levels referred to in paragraph 1. 1 as a result of events other than the coverage or purchase of shares or rights shares in brokerage, in particular as a result of the amendment of the statutes or following the expiry of preferential or limitation of actions as to voting rights, as well as the acquisition of shares or rights shares in brokerage house to ensure the achievement of or exceeding the levels referred to in paragraph 1. 1 in the total number of votes cast at a general meeting or participate in capital as a result of inheritance.

5. in the case referred to in paragraph 1. 4 the obligation to submit the notification occurs prior to the voting rights of the shares or the exercise of powers parent to brokerage house. The provisions of article 4. 106A-106n shall apply mutatis mutandis.

6. The entities referred to in paragraph 1. 4, paragraph 1. 2 and 3 shall apply mutatis mutandis.

7. the provisions of paragraphs 1 and 2. 1-6 and 9 shall apply mutatis mutandis in the case, in which two or more entities working in the agreement, which is subject to the exercise of voting rights of the shares on the levels referred to in paragraph 1. 1 or the exercise of the powers of the parent brokerage house.

8. in the case of the activities in the agreement referred to in paragraph 1. 7, notice shall consist of all the parties to the agreement.

9. The provisions of paragraph 1. 1 shall not apply in cases where the acquisition or the coverage of brokerage shares shall be carried out by the national bank or a credit institution within the meaning of the provisions of the Act of 29 August 1997 – banking, brokerage house or a foreign investment company established in the territory of a Member State, in the implementation of the agreement on investment subemisję if: 1) the right of action shall not be exercised for the purpose of interfering with the management of the brokerage house and 2) brokerage house shares will be disposed of within one year of the date of their acquisition or to subscribe.

Article. 106A. [Obligations of the entity intends to acquire or to cover brokerage shares] 1. The entity comprising the notification referred to in article 2. paragraph 106. 1, shall, together with the notice of the information held, directly or indirectly, shares or rights from shares brokerage house, as referred to in article 1. paragraph 106. 1, as well as the parent entities of the entity and the entity's arrangements and the remaining by the entity in the United States in fact or law to allow others to exercise of rights from shares brokerage house or the exercise of the powers of the parent brokerage house.


2. The entity referred to in paragraph 1. 1, indicate in the notice the way the implementation of the intention to which the notice and submit evidence to the existence of intention covered by the notice, in particular, a contract or an agreement, (a) in the case where the intention is to be carried out on a regulated market is a relevant statement in this regard.

3. where an entity comprising advice is: 1) an insurance undertaking, a reinsurance undertaking, a credit institution within the meaning of the Act of 29 August 1997-Bank law, a foreign investment company or a management company, authorised to carry out activities in the territory of a Member State or the parent entity or entity) 2 in a similar relation to the foreign insurance undertaking, a reinsurance undertaking the foreign credit institution within the meaning of the Act of 29 August 1997 – banking foreign investment company, or of the management company authorised to carry out activities in the territory of a Member State – notice contains adequate information in this regard, indicating in particular the name and Office of a foreign insurance undertaking, a reinsurance undertaking the foreign credit institution, investment firm or management company, referred to in paragraph 2; If there are circumstances referred to in paragraphs 1 and 2, the notice contains a statement in this regard.

Article. 106b [information to be attached to the notice of intent to acquire or subscribe for shares brokerage] 1. The entity comprising the notification referred to in article 2. paragraph 106. 1, shall, together with the notice information concerning: 1) the identification of those submitting the notification, the managers of its business, and those provided for to become members of the Executive Board of the brokerage house-as long as the entity comprising communication plans to change in this respect;

2) brokerage house, as referred to in article 1. paragraph 106. 1;

3) activity, business or the registered office of those submitting the notification and of the persons referred to in paragraph 1 and, in particular, the subject of this activity, the extent and location of its conduct and its progress to date, as well as education held by the entity comprising the notice, which is a natural person, and of the persons referred to in point 1;

4) group to which it belongs the entity comprising advice, and in particular its structure, belonging to her operators, the legal and actual capital personal and financial links with other actors;

5 economic and financial situation) of those submitting advice;

6) conviction of a felony or a crime, tax proceedings conditionally waived and completed referral for disciplinary action as well as other administrative and civil proceedings are completed, on the reporting entity's notice or of the persons referred to in point 1, which might influence the evaluation of those submitting the communication in the light of the criteria referred to in article 1. 106h paragraph 1. 2;

7) ongoing criminal proceedings for the offence intentional-with the exception of offences prosecuted private accusation-or proceedings for tax crime as well as other ongoing administrative proceedings, civil and disciplinary action, which may affect the assessment of those submitting the communication in the light of the criteria referred to in article 1. 106h paragraph 1. 2, and against the company if the notice or the persons referred to in paragraph 1, or of the proceedings relating to the activities of that entity or those persons;

8) efforts to acquire or subscribe for shares or rights shares in ensuring the achievement of or exceeding the levels referred to in article 1. paragraph 106. 1 or becoming a parent of brokerage house and, in particular, the target's share in the total number of votes at the General Assembly of the brokerage house, associated with the participation of the powers, and sources of financing for the purchase or subscribe for shares or rights shares in connection with these actions and agreements in consultation with other actors;

9) intentions of those submitting advice with regard to future activities, in particular with regard to the brokerage house marketing plans, operational, financial, and concerning the Organization and management, taking into account the obligations referred to in article 1. 106h paragraph 1. 3.2. Information on qualifications and professional experience, as well as information in the field referred to in paragraph 1. 1 points 6 and 7 are not required in respect of those submitting advice and his business managers, if the person who submits the notice is a National Bank or a credit institution within the meaning of the Act of 29 August 1997-Bank law, an insurance undertaking or a reinsurance undertaking authorised to carry out activities in a Member State, the home of the foreign investment company or brokerage or management company authorised to carry out activities in a Member State, in so far as this circumstance shall be indicated in the notice.

3. The proper Minister of financial institutions shall determine, by regulation, documents to be attached to the notice to submit the information referred to in paragraph 2. 1, with a view to ensuring the proportionality of the required information, depending on the intended effect of those submitting advice to the management of the brokerage house.

Article. 106 c [the obligation to draw up a notice and of the documents attached in the Polish language or translate them into Polish] 1. Notification and annexed documents should be made in Polish language or translated into Polish. The translation must be made by a sworn translator or the competent Consul of the Republic of Poland.

2. Official documents before the translation should be legalized by the Consulate of the Republic of Poland. Legalisation does not apply if an international agreement to which the Republic of Poland is a party stipulates otherwise.

Article. 106 d [the ability to make a statement containing the information required] in justified cases, in particular where the relevant law of the country does not provide for the preparation of required documents the entity comprising the notification or the person concerned, may, in lieu thereof, to submit the appropriate declaration containing the required information.

Article. 106e. [obligation to establish on the territory of the Republic of Poland representative for service] 1. The entity comprising the notification referred to in article 2. paragraph 106. 1, residing or located outside the borders of the Republic of Poland, is obliged to establish on the territory of the Republic of Poland representative for service in the course of the proceedings.

2. in the event of failure to comply with the obligation referred to in paragraph 1. 1, the letter is left in the course of proceedings in the case file of the service, with the exception of the decision closing the proceedings in relation to the notification. Having referred to in the preceding sentence, the Commission shall inform in writing the applicant entity notification.

Article. 106f. [a reference to the provisions of the Act] where a notification is made up entity referred to in article 2. 3 CROMAC place, paragraph 1. 3, paragraph 1 or 2, the Commission shall, in writing, to the competent supervisory authorities of the transfer of information within the scope defined in article 1. 106h paragraph 1. 2, in order to determine whether there is a condition referred to in article 14(2). 106h paragraph 1. 1, paragraph 3.

Article. 106g. [responsibilities of the Commission, after receipt of the notice] 1. The Commission shall, as soon as possible after receipt of the notice, but not later than within two working days, in writing, of its receipt.

2. in the case of deficiencies in the notice, or if you have not attached the required information or documents, the Commission urges the entity comprising advice to complement these deficiencies within the prescribed period.

3. The Commission shall, without delay after receipt of the information or documents which are a complement to, but not later than within two working days, confirmed in writing their receipt.

4. the Commission shall, together with the confirmation of receipt of the notification and all the required information and documents, shall inform the entity comprising a notice of the date of expiry of the time limit for the notification of a decision on the objection referred to in article 14(2). 106h paragraph 1. 1.5. The Commission may, before the end of the 1950s. business day of the time limit for notification of a decision on the objection, in writing, request the entity comprising the notification to convey additional information or documents within the time limit of 20 working days from the date of receipt of the request, (a) in the case of: 1) the place of residence or business of the person making the notification is located in a Member State or non-State supervision it exercises the supervisory authorities of a non-Member State or 2) entity comprising a notice is not a subject to supervision by the insurance company the capital market supervision, or oversight by banking supervisory authorities of the Member State the validity is within the prescribed time limit, being not less than 20 and no more than 30 working days from the date of receipt of the request, indicating the scope of the requested information or documents.

6. in the case of a request referred to in paragraph 1. 5, followed by the suspension of the time limit for notification of a decision on the opposition, from the date of dispatch of the summons to the date of receipt of the information or documents, but not longer than the expiry of the time limit for the transmission of information or documents.

7. the Commission, in writing, shall acknowledge receipt of the information or documents referred to in paragraph 1. 5, within a period of no more than 2 working days from the date of their receipt.


8. in the case of subsequent calls to forward to the Commission any additional information or documents shall not apply terms to provide information or documents referred to in paragraph 1. 5. these Requests do not cause suspension of the period for notification of a decision on the opposition.

Article. 106h. [objection to acquire or subscribe for shares or rights of action] 1. The Commission report, by a decision, an objection to acquire or subscribe for shares or rights shares or becoming a parent of brokerage house: 1) an entity comprising a notice not completed within the prescribed period the deficiencies in the notice or notices attached to the documents and information;

2) entity comprising a notice has not surrendered within the additional information or documents requested by the Commission;

3) justified is the need for a prudent and stable management of the brokerage house, in view of the possible impact of those submitting advice to the brokerage house or in view of the assessment of the financial position of the entity making the communication.

2. within the framework of the assessment of the existence of the grounds referred to in paragraph 1. 1, paragraph 3, the Commission shall examine whether the entity comprising the notice showed that: 1) gives a guarantee the exercise of their rights and obligations in such a way as to circlip properly the interests of brokerage and brokerage clients and provides an appropriate brokerage activities;

2) person who will direct the business of the brokerage house give warranty casework brokerage house in such a way as to circlip properly the interests of brokerage and brokerage clients and ensure the proper implementation of the brokerage business, and have appropriate work experience;

3) is in good financial health, in particular with regard to the current scope of activities, as well as the effect of the implementation of the investment plans on the future financial situation of the entity making the communication and the future financial situation of the brokerage house;

4) will provide compliance by brokerage house prudential requirements arising from the provisions of the law, including capital requirements, internal control, risk management and, in particular, that the structure of the group, the brokerage firm will become part of the exercise will enable effective supervision and the effective exchange of information between the competent supervisory authorities and to establish ranges of properties of these bodies;

5) financial resources related to the purchase or taking of shares or rights shares or taking other steps to becoming a parent entity causing that brokerage house becomes a subsidiary, do not come from illegal or undisclosed sources and have no connection with the financing of terrorism or in connection with the proposed acquisition or taking shares or rights shares or taking other steps to becoming a parent entity there is an increased risk of committing a crime as well as other activities related to the placing on the market of financial resources originating from illegal or undisclosed sources or the financing of terrorism.

3. the assessment referred to in paragraph 1. 1, paragraph 3, the Commission shall, in particular, in connection with, the obligations of the entity for the brokerage house or a prudent and stable management.

4. the Commission may, within the time limit referred to in article 1. 106i paragraph 1. 1 issue a decision finding no grounds for filing an objection, if it finds that there are circumstances referred to in paragraph 1. 1.5. In adopting the decision referred to in paragraph 1. 4, the Commission may set a time limit to acquire or subscribe for shares or rights shares or obtain the permission parent brokerage house.

6. the time limit referred to in paragraph 1. 5, may be extended ex officio or at the request of those submitting the notification.

Article. 106i. [time limit for notification of a decision on the objection] 1. The Commission shall decide on the objections referred to in article 2. 106h paragraph 1. 1, within a period of 60 working days from the date of receipt of the notification and all the required information and documents, but not later than within two working days from the date of its issue.

2. the time limits laid down for the notification of the decision closing the proceedings on a notice shall be deemed to be kept if, before the expiry of their decision has been given in the Polish postal service operator.

Article. 106j. [the right to acquire or subscribe for shares before service of the decision on the objection] Entity comprising the notification referred to in article 2. paragraph 106. 1, can realize the intention to subject to the notice, if the Commission will deliver a decision on the opposition within a period of 60 working days referred to in article 2. 106i paragraph 1. 1, or if, before the expiry of that period, the Commission will issue a decision on the confirmation of the absence of grounds for rejection.

Article. 106k [set aside by a court decision on the objection] in the case of Administrative Court repealed the decision on the opposition period referred to in article 2. 106i paragraph 1. 1, runs from the date on which the Commission delivered final judgment the administrative court.

Article. 106l. [purchase or placing shares or rights shares in breach of the provisions of the Act] 1. If you purchased or subscribe for shares or rights shares: 1) in breach of article 5(1). paragraph 106. 1 or 2) in spite of the Commission's Declaration of opposition referred to in article 2. 106h paragraph 1. 1 or 3) before the expiry of the entitlement Commission in the notification of objections referred to in article 2. 106h paragraph 1. 1 or 4) after the time limit fixed by the Commission for the acquisition or the placing of shares or of shares referred to in article 2. 106h paragraph 1. 5 – the action may not be exercised the right to vote, subject to article 22. 106m. 2. In the case of the exercise of the powers of the parent brokerage house: 1) in breach of article 5(1). paragraph 106. 1 or 2) in the case of the Declaration by the Commission of objections referred to in article 2. 106h paragraph 1. 1 or 3) before the expiry of the entitlement Commission in the notification of objections referred to in article 2. 106h paragraph 1. 1 or 4) obtained after the expiry of the deadline referred to in article 2. 106h paragraph 1. 5 – members of the Board of directors appointed by the brokerage house parent or members of the Management Board, prokurentami or management with functions in the parent entity may not participate in activities from the scope of the representation of the brokerage house; in the case where it is not possible to determine who the members of the Board of directors were appointed by the dominant, the appointment of the Board of Directors is unsuccessful from the principal powers of the parent brokerage house, subject to article 22. 106m. 3. The resolution of the general meeting taken with a brokerage house in violation of the provisions of paragraph 1. 1 are void unless they meet the requirements of a quorum and majority without taking into account the votes invalid. In the cases referred to in paragraph 1. 1, the right of action for annulment of the resolutions of the General Assembly shall also apply to the Commission. The recipe article. 425 of the code of commercial companies shall apply mutatis mutandis.

4. Activities from the scope of the representation of the brokerage house taken with the participation of the members of the Board of Directors in violation of the provisions of paragraph 1. 2 are void. The recipe article. 58 section 3 of the Civil Code shall apply mutatis mutandis.

5. in the case referred to in paragraph 1. 1 or 2, the Commission may, by decision, require the divestment of shares within a specified period.

6. If the shares are not disposed of within the period referred to in paragraph 1. 5, the Commission may impose on a shareholder's brokerage house penalty up to $ 1 0000 0000, or withdraw the authorisation to perform brokerage activities.

Article. 106m [Business brokerage and brokerage clients to repeal prohibitions] where required by the interests of the brokerage and brokerage clients, (a) the applicant demonstrates that there is no condition referred to in article 14(2). 106h paragraph 1. 1, paragraph 3, the Commission may, in exceptional cases, by a decision taken at the request of a shareholder or parent brokerage house, repeal the prohibitions referred to in article 1. 106l paragraph 1. 1 or 2. The application the applicant appends the information referred to in article 1. 106b paragraph 1. 1. 106n. [part information about the purchase or taking of shares or rights shares, the brokerage house, which shares the acquisition or placing concerns] Entity acquiring or covering the shares or rights shares in brokerage, in art. paragraph 106. 1, is obliged to announce the acquisition of or taking brokerage house, which shares the acquisition or the coverage applies, within 14 days from the date of acquisition or entry.

Article. 107. [the planned divestment of shares brokerage] 1. An entity which intends to dispose, directly or indirectly, shares or rights from shares brokerage house is required to notify each of their intention to dispose of the Commission not later than 14 days prior to the planned disposal if disposal: 1) its share in the total number of votes cast at a general meeting or in the capital would fall up less than 10%, 20%, one-third, 50% or 2) brokerage house would cease to be his subsidiary.

2. Going to dispose of or disposal of shares or rights shares by brokerage house subsidiary shall be regarded as going to their disposal or divestment by the dominant.

3. The provisions of paragraph 1. 1 shall not apply to the brokerage house shares admitted to trading on a regulated market.

4. the seller Entity or rights from shares brokerage house, is obliged to inform about the disposal of brokerage, whose shares disposal concerns within 14 days from the disposal.


Article. 108. [prohibition of influence over the management of the brokerage house] 1. If this is justified by the need for a prudent and stable management of the brokerage house, in view of the assessment of the financial position of the entity, directly or indirectly, the exercise of the right to vote at a general meeting at the levels referred to in article 1. paragraph 106. 1 or became the parent entity, directly or indirectly, brokerage house or in view of the possible impact of this entity at the brokerage house, and in particular where it is found that the failure of the obligations referred to in article 1. 106h paragraph 1. 3, the Commission may, by decision of the: 1) to order the cessation of exercising such influence, pointing out the term, and the conditions and scope of operations or take appropriate 2) prohibit the exercise of the right to vote from shares brokerage owned by the operator or the exercise of powers parent rights ago. When assessing whether there is a condition for the release of this prohibition. 106h paragraph 1. 2 and 3 shall apply mutatis mutandis.

2. the decisions referred to in paragraph 1. 1, are immediately enforceable.

3. in the case of a decision referred to in paragraph 1. 1, the exercise of shareholder voting rights from all shares held brokerage is ineffective.

4. the Resolution of the general meeting is void brokerage house, if it was done with the right to vote the shares in respect of which the Commission adopted on the basis of paragraph 1. 1 decide on the ban on the exercise of the right to vote, unless the resolution meets the requirements of a quorum and a majority of the votes cast without taking into account the votes invalid. The right of action for annulment of the resolution shall also apply to the Commission. The recipe article. 425 of the code of commercial companies shall apply mutatis mutandis.

5. where the Commission has issued on the basis of paragraph 1. 1 decide on the ban on the exercise of the powers of the parent, the provisions of article 4. 106l paragraph 1. 2 and 4 shall apply mutatis mutandis.

6. in the case of the issue on the basis of paragraph 1. 1 the decision on the prohibition of the exercise of voting rights or permissions of the parent, the Commission may, by decision, require the divestment of shares within a specified period.

7. If the shares are not disposed of within the period referred to in paragraph 1. 6, the Commission may by decision impose on a shareholder's brokerage house penalty up to $ 1 0000 0000, or withdraw the authorisation to pursue the business of brokerage house.

8. at the request of a shareholder or parent repeals Commission decision on the prohibition issued pursuant to paragraph 2. 1, if you stopped the circumstances justifying the release of this decision.

9. the provisions of paragraphs 1 and 2. 1 to 8 shall apply mutatis mutandis in the case referred to in article 1. paragraph 106. 7, the entities that are parties to the agreement.

Article. 108a. [the application of the provisions of the Act]. 106-108 shall apply mutatis mutandis to brokerage house shares: 1) in the form of a limited liability company and in respect of the shares in the company, brokerage house contribution referred to in article 14(2). 95 paragraph 1. 1 point 4-6;

2) komplementariuszy brokerage house, as referred to in article 1. 95 paragraph 1. 1 point 2 and 4, and the persons authorized to represent the brokerage house, as referred to in article 1. 95 paragraph 1. 1 point 5 and 6.

Article. 109. [restrictions on acquisition of shares] 1. Brokerage house may not acquire for its own account of the shares issued by the entities to which it is a subsidiary.

2. The provisions of paragraph 1. 1 shall not apply to the purchase of shares in the course of organised: 1) for the purpose referred to in article 1. paragraph 39. 3 paragraph 3 and 2) for the purpose of further resale, in which a total of not more than 5% of the share capital.

Article. 110. [notice of the European Commission] 1. Where the European Commission is taking steps to eliminate obstacles to the conduct of the State which is a Member State of the brokerage business by the investment company established in a Member State, the Commission shall inform the European Commission, at the latter's request, conducted the proceedings with a view to: 1) requests for authorisation to carry out brokerage activity submitted by entities being, directly or indirectly, a subsidiary of an entity governed by a non-Member State;

2) notices of intent to acquire shares, the brokerage house where the buyer is the entity to be governed by the law of a non-Member State and as a result of this transaction, it can become the dominant party to brokerage house.

2. the notifications referred to in paragraph 1. 1, the Commission shall attach a description of the structure of the group, except that in the case of a notice referred to in paragraph 1. 1 point 2, the description should be drawn up by the State to take account of the acquisition of shares of an entity established brokerage.

3. The Commission shall notify the European Commission and European Securities and markets Authority known to the Commission of the legal and factual obstacles faced by brokerage firms or banks conducting brokerage activities in connection with the carrying out of such activities in the territory of non-Member States.



Division 2a specific rules of business by some brokerage firms Article. 110a. [Definitions] 1. Whenever in this branch is made of: 1) financial holding company parent of a mixed Member State-shall mean a parent financial holding company in a Member State by a mixed, referred to in article 14(2). 4. paragraphs 1 and 2. 1 point 32 regulation 575/2013;

2 financial holding company parent) from a Member State-shall mean a parent financial holding company in a Member State referred to in article 14(2). 4. paragraphs 1 and 2. 1, point 30 regulation 575/2013;

3 the parent from a member institution) is to be understood by the parent institution of the Member State referred to in article 14(2). 4. paragraphs 1 and 2. 1, paragraph 28 of regulation 575/2013;

4) brokerage house – it is understood by the brokerage house, which the brokerage activity permit shall include at least one of the operations referred to in article 1. paragraph 69. 2 paragraph 3, 6 – 8 or mouth. 4 point 1;

5 financial holding company)-means a financial holding company, referred to in article 14(2). 4. paragraphs 1 and 2. 1 point 20 of regulation 575/2013;

6 financial holding company) is a mixed-activity financial holding company shall mean mixed-activity referred to in article 14(2). 4. paragraphs 1 and 2. 1 point 21 regulation 575/2013;

7) institution shall mean the institution referred to in article 14(2). 4. paragraphs 1 and 2. 1, paragraph 3 of regulation 575/2013;

8) financial institution-shall mean a financial institution, referred to in article 14(2). 4. paragraphs 1 and 2. (1) paragraph 26 of regulation 575/2013;

9) a credit institution is to be understood by this institution, referred to in article 14(2). 4. paragraphs 1 and 2. 1 paragraph 1 of regulation 575/2013;

10) the dominant entity-shall mean the parent referred to in article 14(2). 4. paragraphs 1 and 2. 1 section 15 of regulation 575/2013, as well as an entity recognised by the Commission as dominant in accordance with paragraph 1. 2;

11) a subsidiary entity-shall mean a subsidiary undertaking as referred to in article 1. 4. paragraphs 1 and 2. 1, paragraph 16 of regulation 575/2013;

12) holding company for mixed-means holding mixed, as referred to in article 1. 4. paragraphs 1 and 2. 1 section 22 of regulation 575/2013;

13) capital share-shall mean the ownership, direct or indirectly involved giving the right to at least 20% of the capital of another entity, or the right to exercise at least 20% of the vote in the bodies of another entity;

14) EU financial holding company parent – shall mean an EU parent financial holding company, referred to in article 14(2). 4. paragraphs 1 and 2. (1) paragraph 31 of regulation 575/2013;

15 EU financial holding company parent) on the activities of the mixed-means an EU parent financial holding company with mixed activities referred to in article 14(2). 4. paragraphs 1 and 2. 1, point 33 of regulation 575/2013;

the EU's dominant institutions)-means the EU's dominant institution, referred to in article 14(2). 4. paragraphs 1 and 2. 1 point 29 of regulation 575/2013;

17 foreign investment company)-means an investment firm referred to in article 14(2). 4. paragraphs 1 and 2. 1 point 2 Regulation 575/2013, with headquarters in another Member State.

2. the Commission may, by decision, considered to be a parent to a brokerage house a natural person, legal person or body without legal personality, if it has a significant impact on the brokerage house in accordance with article 4. paragraph 96. 3. 110b. [the development and implementation of risk management system] 1. Brokerage house develops and implements appropriate and comprehensive risk management system, in terms of which specifies: 1) accurate, transparent and consistent distribution of tasks, duties and responsibilities within the framework of the organizational structure;

2) effective procedures to identify the risks to which it is or might be exposed, its assessment and monitoring, as well as the management of this risk;

3) rules and procedures for the preparation of reports in respect of the risks referred to in point 2.

2. Dom maklerski implements risk management system, subject to proportionality in relation to the nature, scale and complexity of the risks associated with the business model and the activities carried out by the brokerage house.

3. where justified by the size, organizational structure, the nature, scope and complexity of the activities carried out by brokerage house, he established the Committee on risk. The task of the Committee is to assist the Board of brokerage house in terms of risk management.

Article. 110 c [Board Job brokerage] 1. The Board of brokerage provides effective and prudent management of the brokerage house, including an appropriate and transparent Division of tasks, duties and responsibilities, as well as the proper functioning of the risk management system in the brokerage house.


2. the Management Board shall, in particular, the brokerage house: 1) defines the strategic objectives of the brokerage house;

2) specifies the brokerage strategy in the field of risk management and ensures its implementation;

3) ensures the integrity of accounting systems and financial reporting and its compliance with the law and the applicable standards.

3. The Supervisory Board supervises brokerage house Board of Directors fulfil their obligations referred to in paragraph 1. 1 and 2, and evaluates the adequacy and effectiveness of the solutions adopted, including approves risk management system.

4. The Supervisory Board brokerage house has the right of access to information about the risks associated with the activities of the brokerage house, in particular, has the right to request information from persons engaged in brokerage house features in terms of risk management and demand explanations from external experts providing services in the field of risk management for the brokerage house.

Article. 110 d [Recognition of the Board of Directors for the brokerage house managing authority] for the purposes of the application of regulation 575/2013 Board of brokerage house is considered as the managing authority within the meaning of article 3. 4. paragraphs 1 and 2. 1 point 9 of this regulation, unless otherwise provided in the separate provisions.

Article. 110e [estimation of internal capital] 1. Brokerage house estimates the internal capital. Internal capital should be estimated in the amount of providing significant coverage identified types and scale of the risks occurring in the course of this House and the other relevant risks that may arise in the future. Brokerage firm shall draw up and implement appropriate, effective and complete strategies and procedures to assess and maintain internal capital.

2. the brokerage house maintains at all times the level of own funds referred to in article 1. 4. paragraphs 1 and 2. 1, paragraph 118 of regulation 575/2013, at a level not lower than the level of internal capital.

3. the brokerage house estimates the internal capital at the level of the individual. In the case where a brokerage firm is the dominant institution of a Member State, the internal capital estimates on a consolidated basis within the meaning of article 3. 4. paragraphs 1 and 2. 1 point 48 of regulation 575/2013 in accordance with article 4. 18-24.

4. the brokerage subsidiary of the parent undertaking of a financial holding company in a Member State or the parent undertaking of a mixed financial holding company in a Member State the estimated internal capital on the basis of the consolidated financial situation of the company in accordance with art. 18-24 of regulation 575/2013.

5. where the brokerage subsidiary of a financial holding company or a mixed financial holding company or a parent to a financial holding company, brokerage house or brokerage house to parent mixed financial holding company has a non-Member State of the State: 1) a subsidiary institution, financial institution or asset management company within the meaning of article 3. 4. paragraphs 1 and 2. 1 point 19 of regulation 575/2013 or 2) a participating interest in the entity referred to in paragraph 1 – brokerage house estimates the internal capital on a sub-consolidated within the meaning of article 3. 4. paragraphs 1 and 2. 1, paragraph 49 of regulation 575/2013.

Article. 110f. [request for recognition branch of investment firm leading activities in the territory of the Republic of Poland] 1. In the case where a foreign investment firm leads on the territory of the Republic of Poland in the form of activity of the branch, the Commission may apply to the competent supervisory authority of another Member State, which granted the company a license to operate a brokerage activities, or to the competent supervisory authority holding the supervision on a consolidated basis of parent entity, a subsidiary which is the foreign investment company, requesting the recognition branch of this company for.

2. If, within 2 months from the date of receipt by the competent supervisory authority of the request referred to in paragraph 1. 1, the Commission and the competent supervisory authority do not reach a common position on the recognition of foreign branch of investment firm for material, the Commission shall, within 2 months from the date of expiry of this term, it seems the decision on recognition of a branch of a foreign investment firm for an important, if his activity in the territory of the Republic of Poland meets at least one of the following reasons: 1) participated in the total value of the cash contributions to the clients on the territory of the Republic of Poland is higher than 2%;

2) number of clients of the branch is significant in scale-up of the branch within the territory of the Republic of Poland;

3) suspension or termination of the activities of a foreign investment firm may pose a threat to the stability of the financial system or for the safety of the operation of the payment systems, clearing and settlement on the territory of the Republic of Poland.

3. the Commission, in adopting the decision referred to in paragraph 1. 2, takes into account the unknown its opinions and concerns of the competent supervisory authority.

4. Information of the decision referred to in paragraph 1. 2, the Commission shall forward to the competent supervisory authority.

5. at the request of the supervisory authority of the Member State on whose territory the brokerage house is established in the form of a branch or the State on whose territory the activity runs a branch of a subsidiary institution of brokerage house, on which the Commission shall exercise supervision on a consolidated basis, the Commission and the supervisory authority of the Member State can achieve a common position on the recognition of a branch or agency of the brokerage house for within a period of two months from the date of receipt of the request by the Commission.

6. in the case of the achievement of a common position or decision, the Commission shall cooperate with the competent supervisory authority. In the framework of the Commission: 1) provides the competent authority with information concerning the supervision liquidity supervision, supervision of the activities carried out by brokerage house in the form of the branch;

2) shall inform the competent supervisory authority of the occurrence of abnormal liquidity and the action taken in connection with this disorder;

3) in the event of a situation that threatens the liquidity on the market and the stability of the financial system in any of the Member States (an emergency situation), coordinates and plans the supervisory actions against brokerage house, established in another Member State in the form of a branch, in cooperation with the competent supervisory authority and the European systemic risk Affairs Council passes and the financial stability Committee, referred to in the Act of August 5, 2015 macro prudential supervision over the financial system and crisis management in the financial system (OJ l. At the POS. 1513), relevant information for the performance of their tasks;

4) shall consult the supervisory activities of the brokerage house with the competent supervisory authority;

5) passes to the competent supervisory authority with information about changes in the financial situation that brokerage house may jeopardise its activities and administrative sanctions and measures imposed by the Supervisory Commission on the brokerage firm's own funds brokerage house, as well as of the results of this examination and assessment of the Supervisory Board.

7. In the case referred to in paragraph 1. 5, the Commission may also establish the College, consisting of the competent supervisory authority, referred to in paragraph 1. 5. the provision of article. 110j shall apply mutatis mutandis.

Article. 110 g [parent to brokerage house] 1. Brokerage house fills the duties referred to in article 3. Article 110b. 110 c, art. 110p, art. and article 110q 110V and draw up and implement a programme of reorganisation proceedings on an individual basis, referred to in article 14(2). 6-10 of regulation 575/2013, unless in accordance with article 4. 7 regulation 575/2013 subject to consolidated supervision only.

2. where the parent is a brokerage house or a subsidiary, fills the duties referred to in article 3. Article 110b. 110 c, art. 110p, art. Article 110q 110V and draw up and implement a programme of reorganisation proceedings on a consolidated or sub-consolidated within the meaning of article 2 respectively. 4. paragraphs 1 and 2. 1 48 or 49 of regulation 575/2013. Mechanisms and procedures used by the brokerage firm shall ensure consistency and integrity of solutions adopted and to provide information and necessary data to the Commission for the exercise of supervision, also in relation to the subsidiaries, which are not subject to supervision under this branch and regulation 575/2013.

3. where the brokerage house is the dominant institution in a Member State or an EU parent institution, supervision on a consolidated basis is exercised by the Commission.

4. in the case when the parent entity to the brokerage house is a parent financial holding company in a Member State, a mixed financial holding company parent from a Member State, an EU parent financial holding company or an EU parent financial holding company, supervision on a consolidated basis mixed-activity is exercised by the Commission, subject to paragraph 2. 5-7.

5. in the case when the parent entity to brokerage and the institution authorised in another Member State, is the same: a parent financial holding company in a Member State, a mixed financial holding company parent from a Member State, an EU parent financial holding company or an EU parent financial holding company, supervision on a consolidated basis mixed-activity is exercised by the Commission where the parent undertaking is established on the territory of the Republic of Poland.


6. where the parent to brokerage and the institution authorised in another Member State, it shall include at least two financial holding companies or mixed financial holding companies, whose head offices are located in the territory of the Republic of Poland and in another Member State, and in each of those Member States is a credit institution, supervision on a consolidated basis is exercised by the Commission If a credit institution, which has the largest balance sheet total, authorised in the territory of the Republic of Poland.

7. In the case referred to in paragraph 1. 6, when a financial holding company or a mixed financial holding company shall have its registered office in a Member State other than the Republic of Poland or the Member State in which the institution has obtained the authorisation, supervision on a consolidated basis is exercised by the Commission, if the brokerage house has the largest balance sheet total. In this case, the brokerage house is considered to be an institution of the EU parent financial holding company, or from the EU the dominant mixed financial holding company.

8. the Commission and the competent supervisory authority over the institution may agree, by agreement, waive the criteria referred to in paragraph 2. 5-7, if the application of these criteria has proved inadequate because of the specificities of the brokerage house or institution and the importance of their activities in the Member States and to establish that the Commission or the competent supervisory authority will exercise supervision on a consolidated basis. In such a case the Commission prior to the conclusion of the agreement allows the opinion of the relevant EU institutions, EU financial holding company parent financial holding company, the parent Union, the mixed or maklerskiemu home or institution with a larger balance sheet total unless opinion has been expressed to the supervisory authority of another Member State.

9. To conclude the agreement referred to in paragraph 1. 8, the Commission shall inform the European Commission and the European Banking Authority.

10. the Commission, when carrying out supervision on a consolidated basis: 1) coordinates the collection and exchange of information necessary for the exercise of supervision;

2) plans and coordinates surveillance activities in cooperation with the competent supervisory authorities concerned, and, in justified cases, to the National Polish Bank.

11. in the case where the competent supervisory authorities shall cooperate with the Commission not exercising supervision on a consolidated basis to the extent required for the implementation of actions referred to in paragraph 1. 10, the Commission may refer the matter to the European banking authority in accordance with article 13. 19 a regulation of the European Parliament and of the Council (EU) no 1093/2010 of 24 November 2010 on the establishment of a European supervisory authority (European banking authority), amending Decision No 716/2009/EC and repealing Commission decision 2009/78/EC (OJ l. The EU L 331 of 15.12.2010, p. 12, as amended. d.), hereinafter referred to as "the regulation 1093/2010".

12. Surveillance activities referred to in paragraph 1. 10 section 2 also include imposition of sanctions in accordance with article 4. 167, in connection with the breach of the provisions of this Division or regulation 575/2013, the imposition of a supervisory measure referred to in article 2. 110y paragraph 1. 1, paragraph 9, or the imposition of restrictions on the use of advanced methods of measurement for the calculation of the own funds requirements in accordance with article 4. 312 paragraph 1. 2 Regulation 575/2013, as well as the preparation of joint assessments, the implementation of contingency plans and communication to the public.

Article. 110h. [supervision on a consolidated basis] 1. The Commission, in its decision in the framework of the exercise of supervision on a consolidated basis, aims to reach a common position with the competent supervisory authorities in terms of: 1) the application of article 81(3). 110e and pursuit of studies and evaluations of the Board referred to in article 2. 110r, in order to determine the adequacy of the consolidated level of own funds of the group to its financial situation and risk profile and the level of own funds required for use on individual level relative to each entity within the Group and on a consolidated basis within the meaning of article 3. 4. paragraphs 1 and 2. 1 point 48 of regulation 575/2013;

2) measures concerning relevant issues and findings in the field of supervision of fulfilment of the requirements for liquidity, this related to the regularity of the liquidity risk management and the need to identify tailored to the brokerage house requirements for liquidity.

2. The Commission shall deliver a decision referred to in paragraph 1. 1:1) 3 months from the date of transmission by the Commission to the other competent authorities concerned supervision of a report containing the risk assessment group, referred to in paragraph 1. 1 point 1;

2) month of the date the assessment of the liquidity risk profile of the group, referred to in paragraph 1. 1 point 2.

3. The Commission decision referred to in paragraph 1. 1, takes into account the risk assessment of subsidiaries carried out by the competent supervisory authorities.

4. In the absence of the common position, the Commission, when carrying out supervision on a consolidated basis, on its own initiative or at the request of any of the competent supervisory authorities may consult with the European Banking Authority.

5. Where the Commission supervises the home brokerage that is a subsidiary of dominant institutions of the EU, the EU's dominant financial holding company or an EU parent mixed financial holding company, aims to reach a common position with the surveillance on a consolidated basis and with other relevant supervisory authorities. The Commission shall submit to the authorities of the risk assessment, the brokerage house. In the absence of the common position, the Commission may ask the authority holding the supervision on a consolidated basis to request a consult the European banking supervision.

6. where the Commission, when carrying out supervision on a consolidated basis, and the competent authorities do not reach a common position within the time limits referred to in paragraph 1. 2, the Commission may adopt a decision on the application of supervisory measures in accordance with article 4. 110y paragraph 1. 1 or 3 on a consolidated basis, within the meaning of article 2. 4. paragraphs 1 and 2. 1 point 48 of regulation 575/2013, taking into account risk assessment of subsidiaries performed by the competent supervisory authorities.

7. where the Commission, when carrying out supervision on a consolidated basis, or supervision of brokerage house that is a subsidiary of dominant institutions of the EU, the EU's dominant financial holding company or an EU parent financial holding company, the competent authorities and a mixed fail to reach a common position within the time limits referred to in paragraph 1. 2, the Commission may adopt a decision on the application of supervisory measures in accordance with article 4. 110y paragraph 1. 1 or 3 on an individual basis within the meaning of article 3. 6-10 of regulation 575/2013 or sub-consolidated within the meaning of article 3. 4. paragraphs 1 and 2. 1, paragraph 49 of regulation 575/2013, taking into account the views and reservations of the authority holding the supervision on a consolidated basis.

8. If, before the expiry of the period referred to in paragraph 1. 2 any of the competent supervisory authorities will refer the matter to the European banking authority in accordance with article 4. 19 Regulation 1093/2010, the Commission shall, when carrying out supervision on a consolidated basis, or supervision of brokerage house that is a subsidiary of dominant institutions of the EU, the EU's dominant financial holding company or an EU parent mixed financial holding company, it seems the decision upon receipt of the decision by the European Bank supervisory authority on the basis of article. 19 paragraph 1. 3 of this regulation, having regard to the position set out in the decision of the Office or on the relevant derogation. The time limits referred to in paragraph 1. 2 shall be considered as the time limits for completion of the conciliation proceedings, within the meaning of regulation 1093/2010.

9. where the Commission, when carrying out supervision on a consolidated basis, issued the decision after reaching a common position referred to in paragraph 1. 1, shall immediately forward information about this decision to the competent authorities concerned.

10. Where the Commission, when carrying out supervision on a consolidated basis, in the absence of a common position of the decision referred to in paragraph 1. 7, shall transmit to the competent authorities concerned surveillance information on this decision, together with information on the decisions sent to the Commission by the other competent supervisory authorities.

11. where the Commission, by exercising supervision over brokerage house that is a subsidiary of dominant institutions of the EU, the EU's dominant financial holding company or an EU parent mixed financial holding company, has released a decision referred to in paragraph 1. 8, shall transmit the information about the decision of the authority of the sprawującemu supervision on a consolidated basis over the brokerage house.

12. The rationale of the decision referred to in paragraph 1. 1, 7 and 8, shall be subject to verification at least once a year. Where the Commission shall exercise supervision on a consolidated basis, review the rationale of the decision can be carried out more often at the reasoned request of the competent supervisory authority for the institution which is a subsidiary of the brokerage house. If the brokerage house is a subsidiary, the Commission may, in a substantiated case, request for early verification of the grounds for a decision to the competent authority, who shall exercise supervision on a consolidated basis over the holding company.

13. The rationale of the decision referred to in paragraph 1. 7 and 8, the Commission shall review once a year also at the request of the supervisory authority, having regard to the need for further use of the supervisory body. In the event of a change in the circumstances, the Commission may revoke or amend a decision.


14. where the Commission shall exercise supervision on a consolidated basis and the competent supervisory authority for the institution which is a subsidiary of the brokerage Commission to the request occurs prior to verification of the grounds for a decision on the application of the supervisory measure referred to in article 2. 110y paragraph 1. 1 point 9 or mouth. 3, the Commission may, within a reasonable case to make an earlier review, in so far as the applicant body shall carry out the verification of tożsamej in respect of a subsidiary institution of brokerage house. If the brokerage house is a subsidiary, the Commission may, in a substantiated case, apply to the competent authority, who shall exercise supervision on a consolidated basis over the holding company early verification of the grounds for a decision on the application of the supervisory measure in the form of the imposition of an additional requirement in terms of own funds.

Article. 110i. [notice of the occurrence of an emergency situation] 1. In the event of an emergency, including referred to in article 1. 18 of regulation 1093/2010, or adverse changes in the markets, potentially threatening the liquidity of the market and the stability of the financial system of the Member State in which the entities belonging to the same group, which brokerage firm authorised to carry on business, or of the Member State in which they operate significant branches referred to in article 1. 110f, the Commission, when carrying out supervision on a consolidated basis, it shall inform without delay the European Banking Authority, the European Council on systemic risk, the financial stability Committee and the Polish National Bank and must provide them with the information necessary for the execution of its tasks.

2. in the case of a Polish National Bank obtains information about the occurrence of an emergency, referred to in paragraph 1. 1, shall immediately inform the Commission and the competent supervisory authorities, which shall oversee the entities belonging to the group, and the European Banking Authority.

3. If the correct exercise of supervision on a consolidated basis by the Commission the necessary information in the possession of the competent supervisory authority, the Commission shall request directly to that authority of their sharing.

4. in the case when a brokerage firm is subject to consolidated supervision, the Commission may conclude with the competent surveillance authority on a consolidated basis and where the Commission shall exercise supervision on a consolidated basis-with the competent supervisory authority for the subsidiary of the group, an agreement on cooperation and coordination of supervisory activities, which specifies additional tasks entrusted to the sprawującemu authority of the supervision on a consolidated basis, decision-making procedures and supervisory cooperation.

5. the Commission may, in accordance with the agreement referred to in paragraph 1. 4, taking into account article 9. 28 regulation 1093/2010, delegate his tasks to the competent supervisory authority so that the latter can effectively perform tasks with supervision or take the task of the competent authority. The agreement should specify, in particular: 1) the scope of delegated tasks;

2 the scope of the tasks delegated to the) law of Polish and the right of another Member State;

3 the supervisory authority) the obligation to inform the Commission of the activities of the supervisory bodies and their effects;

4) the conditions and procedure for amending the scope and appeal for the delegation of tasks.

6. To conclude the agreement referred to in paragraph 1. 4, the Commission shall inform the European Banking Authority and the brokerage house.

7. delegation Revocation occurs in particular in the event of a change in the facts, as a result of which the entity indicated in the agreement referred to in paragraph 1. 4, ceases to be a subsidiary of the parent undertaking over which supervision is exercised by the competent supervisory authority.

8. On the basis of an agreement referred to in paragraph 1. 4, the Commission may adopt only such tasks which correspond to the objectives and tasks of supervision.

9. The Commission shall enter the agreement referred to in paragraph 1. 4, on its website as soon as possible after its conclusion, with an indication of the entity referred to in this agreement.

10. If the execution of the decision or other resolution of the supervisory authority would be jeopardized by the careful and sustainable management of the brokerage house, the Commission may terminate the agreement referred to in paragraph 1. 4, and suspend the execution of the decision or any other settlement.

11. If another supervisory authority refuses the conclusion of the agreement referred to in paragraph 1. 4, or despite the conclusion of the agreement shall not apply to its provisions, this does not provide the information within the time limits for requested by the Commission, the Commission may inform the European Banking Authority and terminate the agreement.

Article. 110j. [the composition and tasks of the College] 1. Where the Commission shall exercise supervision on a consolidated basis over the House brokerage, may establish a college composed of the competent supervisory authorities, hereinafter referred to as the "College". The right to participate in the European Banking Authority also qualify for College.

2. the College may enter the competent supervisory authorities exercising supervision of subsidiaries of an EU parent company, brokerage house or EU financial holding company parent mixed financial holding company, as well as the competent supervisory authorities in the Member State in whose territory they operate essential branches of the institutions included in the brokerage group. In justified cases, the composition of the College may also have the central banks of the Member States. The competent supervisory authorities from third countries may participate in the College, if the person from a third country included in the brokerage group, and in that third country provisions concerning professional secrecy in the Commission's view equivalent to those set out in the Act, and, in the opinion of the relevant supervisory authorities from other Member States-the principles arising from their equivalent law.

3. The establishment and functioning of the College shall take place on the basis of an agreement concluded with the competent supervisory authorities. Where the competent authority refuses the conclusion of an agreement or in spite of its conclusion does not apply to its provisions, the Commission may request the assistance of the European banking authority in accordance with article 4. 19 Regulation 1093/2010.

4. The tasks of the College are: 1) the exchange of information between supervisory authorities;

2) expressing opinions on the delegation of tasks;

3) consult the activities planned within the framework of the supervisory assessment programs to legal entities of the group covered by the supervision on a consolidated basis;

4) increasing the effectiveness of supervision;

5) to ensure the uniform application of the requirements referred to in this branch or regulation 575/2013, all entities belonging to the group covered by the supervision on a consolidated basis;

6) planning and coordination of supervisory activities in an emergency situation.

5. in the case of the establishment by the Commission of the College of the Commission: 1) presides over the work of the College;

2) provides college cooperation with the competent supervisory authorities from third countries;

3) shall decide which competent authorities participate in meetings or activities of the College;

4) organizes and coordinates meetings of the College;

5) inform the European Banking Authority of the College and, in particular, in emergency situations, and communicate information, that are important for harmonizing supervisory practices;

6) coordinates the collection and dissemination of information that is necessary to ensure a uniform supervisory practices and financial stability necessary for the evaluation of the various actors within the capital group brokerage house;

7) plans and coordinates surveillance activities in cooperation with the competent supervisory authorities;

8) plans and coordinates the application of supervisory measures, preparation of joint assessments, the implementation of contingency plans and communication to the public.

6. the Commission, in its activities in the field of activities of supervision on a consolidated basis, take into account the effects of such activities to the competent supervisory authorities within the College, as well as the impact of such activities on the stability of the financial systems of the Member States in which they operate the competent supervisory authorities within the College.

Article. 110k [the scope of information] 1. The Commission cooperates with other relevant supervisory authorities in the field of activities of supervision on a consolidated basis, and in particular shall transmit them or return them to information necessary for the evaluation of the financial soundness of an institution or a financial institution in another Member State or relevant for the exercise of the tasks of the supervisory bodies.

2. Information communicated may include, in particular: 1) the determination of the legal structure of the Group and its management structure, including the organizational structure, in relation to all entities subject to supervision in the field referred to in this branch of the existing regulations or the equivalent in another Member State of the entities not covered by the supervision referred to in this branch of law or the equivalent in force in another Member State , subsidiaries not covered by the supervision referred to in this branch of law or the equivalent in force in another Member State and the relevant branches belonging to the capital group, the dominant players and the determination of the competent authorities of the regulated entities referred to in this branch of law or the equivalent in force in another Member State, in the Group;

2) procedure for collecting the information from the institutions within the Group and the verification of that information;


3) information regarding adverse situation in institutions or other entities in the group, which could have a serious impact on these institutions or entities;

4) sanctions in accordance with article 4. 167 in connection with the breach of the provisions of this Division or regulation 575/2013 and supervisory measures taken by the Commission in accordance with the provisions of this Division, if it is relevant to the supervisory tasks exercised by the competent supervisory authorities, and imposed restrictions on the use of advanced methods of measurement for the calculation of the own funds requirements in accordance with article 4. 312 paragraph 1. 2 Regulation 575/2013.

3. the Commission may inform the European Banking Authority of any case in which: 1) the competent supervisory authority has not surrendered the necessary information;

2) a request for cooperation, in particular on the exchange of relevant information, has been rejected or has not taken his case any action within a reasonable time.

4. the Commission shall, by exercising supervision over brokerage house subsidiary from the parent institution of the EU, may apply to the competent supervisory authority holding the supervision on a consolidated basis for the information concerning the supervisory practices adopted to institutions within the capital group, the brokerage house.

5. the Commission, in its decision on the imposition of the brokerage subsidiary of the institution of sanctions in accordance with article 4. 167, in connection with the breach of the provisions of this Division or regulation 575/2013, or supervisory measure referred to in article 2. 110y paragraph 1. 1, paragraph 9, or the imposition of restrictions on the application of the advanced measurement approach for calculation of the own funds requirements in accordance with article 4. 312 paragraph 1. 2 Regulation 575/2013, the opinion of the authority holding the supervision on a consolidated basis of the institution, if the imposition of sanctions, supervisory measure or restrictions can have an impact on the proper execution of the tasks of the supervisory bodies by the competent supervisory authority which exercises supervision on a consolidated basis of the institution which is a subsidiary brokerage house.

6. the Commission may depart from the consultations with the competent surveillance authority on a consolidated basis, where this is necessary to ensure the enforcement of a decision referred to in paragraph 1. 5. In such a case, the Commission shall immediately inform the other competent authorities of the decision.

7. the Commission shall, for the purposes of the application of the provisions of this Division and regulation 575/2013, may apply to the competent authority for verification of the information on the institution, a financial holding company, a mixed-activity financial holding company, financial institution, holding company or mixed-activity subsidiary established in that Member State.

8. In the case referred to in paragraph 1. 7, the Commission may apply to the Commission or its authorised representatives to carry out such verification.

9. If the Commission receives a request for a review of the supervisory authority of another Member State, it carries out the EC verification or enables it to conduct surveillance by the competent authority of the applicant, or enables it to carry out by the statutory auditor or the entity entitled to audit accounts or other entity with expertise. The provisions of article 4. 25 paragraph 1. 3-7 of the law on supervision shall apply mutatis mutandis.

Article. 110 l [provision of information necessary for the supervision of brokerage house] 1. In the case where a brokerage house, a subsidiary, is not covered by the supervision on a consolidated basis in accordance with article 4. 19 Regulation 575/2013, the Commission or its authorized representative may request from the parent undertaking to provide information necessary for the supervision of the brokerage house.

2. the Commission shall, when carrying out supervision on a consolidated basis, or its authorized representative may request the affiliate from home brokerage, financial holding company or a mixed financial holding company which are not covered by the scope of supervision on a consolidated basis, promptly provide, at the expense of that body, specific information necessary for the supervision of brokerage house.

3. in the case of a mixed financial holding company shall be subject to the provisions of the Act of 15 April 2005 on the supplementary supervision of credit institutions, insurance undertakings, reinsurance undertakings and investment firms forming part of the financial conglomerate (OJ of 2014. poz. 1406), hereinafter referred to as the "law on the supplementary supervision", in particular with regard to risk-based supervision, the Commission shall, in the case where exercise supervision on a consolidated basis may, after consulting the other competent supervisory authorities responsible for the supervision of subsidiaries, apply to the mixed-activity financial holding company only the provisions of the supplementary supervision.

4. In the case referred to in paragraph 1. 3, the Commission shall inform the European Banking Authority and the European insurance and occupational pensions authority (Eiopa) exclusive application of the law on the supplementary supervision.

Article. 110. [powers of the Commission in the framework of the exercise of supervision] 1. At the request of the Commission or its authorized representative, either directly or through a brokerage house, a holding company which is a mixed parent entity to brokerage, and subsidiaries of the company are required to provide, at its own expense, as defined in the request information necessary for the supervision of brokerage house.

2. At the request of the Commission or its authorized representative of persons entitled to represent mixed-activity holding company referred to in paragraph 1. 1, or subsidiary of the company or person included in the statutory bodies of the company or its subsidiary, are required to immediately draw up and pass on the cost of this mixed-activity holding company or affiliate of, copies of certain documents and other information media and to provide explanations in order to enable the Commission to exercise supervision over the House brokerage , which is a subsidiary of the holding company for the business.

3. the Commission shall, within the framework of the exercise of supervision on a consolidated basis over the House brokerage, may require the transfer of specific information necessary for the exercise of supervision by not including the supervision of the subsidiaries in the group, of which this brokerage house.

4. Subject to article 22. 387 – 403 regulation 575/2013, where a dominant brokerage is a mixed-activity holding company, the Commission is entitled in the context of surveillance activities to monitor the transactions between the brokerage house and mixed-activity holding company or its subsidiaries.

5. Brokerage House introduces risk management procedures, including reporting and accounting procedures, in order to identify, measure, monitor and control transactions with its parent entity which is a mixed-activity holding company and subsidiaries of the company.

6. the brokerage reports to the Commission any material transaction with the entities referred to in paragraph 1. 4, other than a transaction referred to in article 14(2). paragraph 394. 1 and 2 of regulation 575/2013. The procedure referred to in paragraph 1. 5, and the relevant transactions are subject to the control of the Commission.

Article. 1 x 10n. [a record of financial holding companies] 1. The Commission shall keep a register of financial holding companies or mixed financial holding companies, where exercise supervision on a consolidated basis over the brokerage house, to which the parent entity is a financial holding company or a mixed financial holding company.

2. the register referred to in paragraph 1. 1 contains the name and address of the company or establishment of a financial holding company or a mixed financial holding company.

3. the register referred to in paragraph 1. 1, the Commission shall make available to the European Commission, the European Banking Authority and the competent supervisory authorities.

4. the brokerage house is required at least once a year to verify, whether the entity is dominant to the brokerage house is a financial holding company, a mixed financial holding company or a mixed-activity holding company. Brokerage firm shall communicate to the Commission the results of the verification carried out at the latest within 15 days after the approval of the consolidated accounts parent. When the end of the first quarter of the calendar year is not examined and approved consolidated financial statements of the parent to brokerage, brokerage firm shall carry out the verification according to the information available at the end of the quarter, and then performs a verification on the basis of an approved report of the parent.

Article. the concept of [assessment by the Commission] 1. In the case of a brokerage house whose parent is an institution, a financial holding company or a mixed financial holding company which has its head office is in a third country, in accordance with article consolidated supervision by a non-. 110 g of paragraph 1. 3-9, the Commission shall, on its own initiative, at the request of the parent undertaking or at the request of an institution which is a subsidiary of the parent undertaking, assess whether the brokerage house is subject to consolidated supervision by a supervisory authority the validity of a third country on the basis of rules equivalent to those laid down in the provisions of this Division and the requirements referred to in article 1. 11-24 of regulation 575/2013.


2. The Commission shall carry out the assessment referred to in paragraph 1. 1 if it is the competent authority to exercise supervision on a consolidated basis in the case referred to in paragraph 1. 4. The Commission, in examining the equivalence of rules referred to in paragraph 1. 1, shall consult with the competent supervisory authorities over surveillance institutions, which are subsidiaries of the parent referred to in paragraph 1. 1.4. Where the assessment of the equivalence of the rules referred to in paragraph 1. 1 indicates full equivalence, to supervision over brokerage house, the Commission shall apply the provisions of this Division concerning exercise of supervision on a consolidated basis, or take other actions referred to in the provisions of this Division, that allow you to achieve the objectives of supervision on a consolidated basis over the brokerage house. The Commission shall inform the competent supervisory authorities in other Member States, which shall supervise institutions which are subsidiaries of parent entities referred to in paragraph 1. 1, the outcome of the examination of the equivalence principles and agree appropriate surveillance activities. The Commission shall inform the European Banking Authority and the European Commission of the measures taken.

5. in the case referred to in paragraph 1. 4, the Commission may, by decision, order the maklerskiemu home to take action to change the structure of the group in such a way that a parent entity to the brokerage house has become a financial holding company or a mixed financial holding company which has its head office is situated in a Member State, or to apply the provisions on consolidated supervision to the consolidated position of that financial holding company or a mixed financial holding company.

Article. 110p. [Documenting systems and processes] documents the brokerage house systems and processes referred to in the provisions of this Division or regulation 575/2013, and transactions in such a way that the Commission for the supervision of compliance with these provisions brokerage activities.

Article. 110q. [payment risk management] brokerage house manages the liquidity risk in a way that is adapted to the nature, scope and complexity of their activities.

2. the Commission shall inform the European Banking Authority of administrative and supervisory measures, sanctions taken against brokerage house in relation to the risk of loss of liquidity by him.

Article. 110r. [inspection and assessment of supervisory regulations, strategies, processes and mechanisms implemented by the brokerage house] 1. The Commission shall carry out studies and evaluations of the Board regulations, strategies, processes and mechanisms implemented by the brokerage firm referred to in article 2. 95 paragraph 1. 1, in terms of risk management, including the implementation of the provisions of this Division and regulation 575/2013.

2. In the field of studies and evaluations of the Board referred to in paragraph 1. 1, the Commission shall assess the risks: 1) which is or may be affected by brokerage house;

2) what brokerage activity creates for the capital market;

3) disclosed under the stress tests.

3. in the case where the examination and evaluation of the Board shows that the brokerage house could pose a systemic risk in accordance with article 4. 23 of regulation 1093/2010, the Commission shall inform the European Banking Authority.

4. The Commission shall forward to the European Banking Authority information on the functioning of its test procedures and assessment of the Supervisory Board.

5. the Commission publishes on its website the criteria and methods used in the study and evaluation of the Supervisory Board of the brokerages, as well as information on the fulfilment by the brokerage firms requirements or standards referred to in the provisions of this Division or regulation 575/2013.

Article. Auto 110s seem [the supervisory evaluation programme] 1. The Commission shall each year draw up and implement a programme for the evaluation of the Board of Directors, which are covered by brokerage firms, referred to in article 1. 95 paragraph 1. 1.2. Program evaluation of the Supervisory Board shall in particular: 1) how to perform surveillance activities planned by the Commission, including the allocation of resources available to the Commission;

2) brokerage firms to be subject to increased supervision, and measures taken to ensure that such supervision;

3) plan visits to supervisory or control of the brokerage house, including its branches and subsidiaries established in other Member States.

3. Increased the supervision referred to in paragraph 1. 2 paragraph 2 may include, in particular: 1) increasing the frequency or range of supervisory activities at home brokerage;

2) increase brokerage information obligations;

3) additional or more frequent reviews of the operational plans, strategic or business brokerage and thematic inspections to monitor specific types of risks that may arise.

Article. 110T [Supervisory stress tests in the broker-dealers], the Commission at least once a year to carry out stress tests surveillance in broker-dealers.

Article. 110u. [Review completed by the brokerage house of the conditions set out in regulation 575/2013] 1. If the brokerage firm shall apply for the calculation of own funds method, which requires authorisation by the Commission in accordance with the third part of the regulation 575/2013, the Commission shall, at least once every three years to verify fulfilment by the brokerage house of the conditions set out in regulation 575/2013.

2. If, within the framework of the verification referred to in paragraph 1. 1, will be found material misstatement in identifying risks in applying the method to remove them and correct their adverse effects, the Commission, by decision orders the House maklerskiemu to adopt the higher multipliers, imposes an additional requirement with regard to own funds or take other measures to restore the conformity of applied methods from the provisions of regulation 575/2013.

3. If, in relation to the internal model for market risk a number of exceedance, as referred to in article 1. 366 regulation 575/2013, indicate that the model is not sufficiently accurate, the Commission to authorise the use of the internal model shall be abrogated by a brokerage house or directs his maklerskiemu home for immediate change.

4. in the case when the brokerage firm no longer meets the requirements set out in the regulation substantially 575/2013 on the method, the use of which has been authorised, the Commission may order the maklerskiemu home submit plan of compliance with these requirements, together with an indication of the date of its implementation. Where, in the Commission's assessment of the implementation of the plan will not restore full compliance or if indicated by the brokerage house term is inadequate, the Commission may order the House maklerskiemu change this plan. If the brokerage firm not to restore within the compliance with the requirements of, and failure to comply with these requirements shall constitute a material breach thereof, the Commission rescinds permission to use a particular method or limits the scope of the authorisation granted to the areas in which these requirements are met.

Article. 110V. [remuneration policy] 1. Brokerage house is required to draw up and apply the remuneration policy for certain categories of persons whose professional activities have a material impact on the risk profile of the brokerage house, which includes salary and discretionary pension benefits within the meaning of article 3. 4. paragraphs 1 and 2. 1 paragraph 73 of regulation 575/2013, hereinafter referred to as the "remuneration policy".

2. the Management Board shall draw up a brokerage house and remuneration policy approved by the Board of Directors.

3. Used by brokerage house remuneration policy also includes its subsidiaries and takes into account the remuneration policy applied by the parent to the brokerage house.

4. The Commission shall collect and analyse information published by brokerage houses in accordance with article 4. paragraph 1, 450. 1 (b). g – and regulation 575/2013 in order to monitor the trends and practices on remuneration policy applied by brokerage houses.

5. Brokerage House once a year, not later than 31 January, shall transmit to the Commission data on the number of persons referred to in paragraph 1. 1 whose total remuneration in the previous year amounted to at least the equivalent of EUR 1 0000 0000, together with information on the positions occupied by these people and the values of the main remuneration components granted bonuses, long-term awards and pension contributions which is discharged.

6. the Commission shall forward the information and data referred to in paragraph 1. 4 and 5, the European Banking Authority.

7. The equivalent in euros of the remuneration referred to in paragraph 1. 5, and shall be calculated according to the average euro exchange rate issued by the Polish National Bank, on the day of the payment amount.

8. where justified by the size, organizational structure, the nature, scope and complexity of the activities carried out by brokerage house, he established the remuneration Committee, consisting of at least one member of the Supervisory Board of the brokerage house. The task of the Committee is to assist the authorities in terms of brokerage house shaping and implementation of remuneration policies.

Article. 110w. [the information contained in the report on the activities of] 1. DOM maklerski returns the activity report of the unit, as referred to in the Act of 29 September 1994 on accounting, in addition: 1) information about his activities outside the territory of the Republic of Poland, broken down by individual Member States and third countries, in which it holds, on a non-consolidated subsidiaries within the meaning of article 3. 4. paragraphs 1 and 2. 1 point 48 of regulation 575/2013, for the financial year;

2) an indication of the rate of return on assets, calculated as the quotient of the net profit and balance sheet.

2. the information referred to in paragraph 1. 1, paragraph 1, shall include: 1) the name, nature and geographical location;

2) income in a given year shown in the financial statements;

3) number of employees in terms of FTE;

4) pre-tax profit or loss;

5) the income tax;


6) received financial support from public funds, in particular on the basis of the law of 12 February 2009 for the provision of State Treasury support to financial institutions (OJ from 2014, poz. 148).

3. the report referred to in paragraph 1. 1 shall be tested in accordance with the Act of 29 September 1994 on accounting and is published as an annex to the annual individual or consolidated accounts brokerage house.

4. the brokerage Announces, in a generally available, a description of the risk management system and the remuneration policy, information on the establishment of the Committee on the remuneration referred to in article 2. 110V paragraph 1. 8, as well as information about the meeting by members of the brokerage house requirements referred to in article 1. paragraph 103. 1-1 h.

5. the leading brokerage house Web site announces the information referred to in paragraph 1. 1 and 4.

6. the Commission may prescribe, by means of a decision, the House of maklerskiemu post: 1) more often than once a year, the information referred to in section eight regulation 575/2013, along with terms of their issue;

2) in the manner prescribed by the Commission – information other than set out in the financial statements.

7. the Commission may by decision instruct the parent entity to brokerage house an annual publication, as specified in article 4. 434 regulation 575/2013 or otherwise, to the full extent, or by the inclusion of references to relevant publicly available documents, information on the description of the legal structure of this entity and structure of management and organisational structure of the group.

Article. 110x. [Delegation] proper Minister of financial institutions shall determine, by regulation: 1) the detailed terms and conditions for estimating by brokerage firm internal capital and maintenance assessment process and maintain this capital, 2) detailed rules for the functioning of the risk management system in the House, including brokerage, detailed tasks and the operation of the risk Committee, 3) technical criteria of evaluation and research and the evaluation of the Board , 4) the specific scope of the remuneration policy and the way it fixing – bearing in mind the need to ensure the effective functioning of the organs of the brokerage house and sound approach to the risk taken in the field of business, the proper functioning of the risk management system in the home brokerage, estimate of the internal capital, the programme's objectives and evaluation studies and evaluations, as well as proper conduct, as well as to ensure the proper functioning of the brokerage house of the remuneration policy , including the Elimination of the negative impact of remuneration systems for sound risk management and taking into account the solutions enabling the Commission to monitor the regularity of broker-dealers for use in internal management solutions.

Article. 110y [supervisory measures] 1. In the event of a breach by the brokerage house of the provisions of this Division or regulation 575/2013 and when there is a reasonable likelihood of violations of those provisions by brokerage firm during the next 12 months, the Commission may, by decision, impose the following supervisory measures: 1) order changing solutions, procedures, mechanisms and strategies for risk management system and the estimate and maintain the internal capital;

2) order to draw up a plan to restore compliance with the law; in this decision, the Commission may indicate the deadline for the implementation of this plan;

3) prescribe the application of specific policies in the field of valuation of assets or the eligibility of assets in terms of own funds requirements laid down in regulation 575/2013;

4) order to limit the scope or size carried out by brokerage activities, including direct disposal of part of the organised maklerskiemu home, which poses a threat to the financial stability of brokerage house;

5) order to reduce the risk in their operations;

6) order restricting the amount of the variable component of the remuneration as a percentage of net revenue designated brokerage house, where its maintenance in the amount of threatening capital adequacy compliance;

7) to order the House maklerskiemu net profit retention and use it to increase own funds;

8) reduce payment of profits or the payment of profit to shareholders or shareholders to prohibit holders of additional instruments classified in accordance with the provisions of the second part of the title of the first chapter 3 of regulation 575/2013 to additional capital Tier I brokerage house;

9) impose on the brokerage house additional requirements in respect of liquidity.

2. in the case referred to in paragraph 1. 1, paragraph 9, the Commission shall take into account: 1) the specificity of home based business brokerage;

2) used by the brokerage firm solution in terms of the implementation of the provisions of this Division and of the provisions of regulation 575/2013;

3) the results of the survey and evaluation of the Supervisory Board of the brokerage house;

4) liquidity risk the national financial system.

3. where: 1) brokerage firm does not comply with the requirements referred to in article 1. Article 110b. 110 c, art. 110e. 110 g, 2) certain types of risk or their components are not covered by own funds, in accordance with the provisions of regulation 575/2013) use of other supervisory measures may not provide the right degree and the time of compliance with the requirements referred to in the provisions of this Division and the regulations regulation 575/2013, 4) with studies and evaluations of the Board or the verification referred to in article 14(2). 110u, it follows that the brokerage activities will lead to a breach of the requirements for own funds, 5) despite the application by brokerage house to the requirements set out in the provisions of this Division or regulation 575/2013 there is a risk of underestimating the risks in the business brokerage or 6) the results of the stress tests carried out by the brokerage firm in accordance with article 4. 377 regulation 575/2013 indicate significant exceeding standards for own funds in relation to korelacyjnego trading within the meaning of regulation 575/2013, the Commission may, by decision, impose on the dom maklerski supervisory measure in the form of additional requirements for having a higher own funds than those referred to in regulation 575/2013.

4. the Commission, in adopting the decision referred to in paragraph 1. 3, shall take into account: 1) the quantitative and qualitative aspects of the brokerage house's internal capital assessment procedures referred to in article 14(2). 110e;

2) brokerage house of the risk management system;

3) the results of the survey and evaluation of the Supervisory Board of the brokerage house;

4) assessment of systemic risk.

5. where the brokerage houses with a similar risk profile, in particular with a similar specific activities or similar geographical location of exposure, are or may be exposed to similar risks or pose a similar risk to the financial system, the Commission may, in respect of such brokerage houses, carry out the examination and evaluation of the Supervisory Board in a similar or the same way. The Commission shall inform the European Banking Authority in such cases.

Article. 110z. [transmission of information concerning the fulfilment of the obligations necessary for the performance of supervision] 1. The Commission or its authorized representative may request the transfer of a lump sum or with a specific frequency information on the fulfilment of the obligations laid down by this branch or regulation 575/2013, if they are necessary for the performance of surveillance: 1) brokerage house;

2) financial holding company, a mixed financial holding company or mixed-activity holding company, established in the territory of the Republic of Poland;

3) persons qualified to represent the entities referred to in points 1 and 2, in the bodies of those entities or with these actors in the employment relationship;

4) traders, where the entities listed in points 1 and 2 have delegated the exercise of its activities.

2. the information referred to in paragraph 1. 1, are submitted immediately or within the time limit fixed by the Commission.

3. At the request of the Commission or its authorized representative the person authorized to represent or brokerage house forming part of its organs or remaining with the brokerage house in relation to work are required to produce and transmit, at the expense of this House, additional information or immediately reporting a specific frequency, including the reporting of capital situation or level of liquidity, or disclose other information necessary for the performance of supervision in the field of specified provisions of this Division or regulation 575/2013.

Article. 110za. [Delegation] 1. The proper Minister of financial institutions, after consulting the Commission, may determine by regulation: 1) treatment by the brokerage firms of significant holdings of non-financial sector entities referred to in article 1. paragraph 89. 3 regulation 575/2013, 2) risk weight for exposures secured by mortgages on immovable property, referred to in article 14(2). paragraph 124. 2 Regulation 575/2013, 3) approach or the requirements for own funds referred to in article 1. paragraph 327. 2 Regulation 575/2013, 4) limit values for exposure to a client or group of connected clients less than 150 0000 0000 euro, as referred to in article 1. paragraph 2, 395. 1 Regulation 575/2013) higher liquidity coverage requirement referred to in article 2. 412 paragraph 1. 5, second sentence, of the regulation 575/2013, 6) General guidelines referred to in article 1. 416 paragraph 2. 1 Regulation 575/2013 – in terms of relating to the activities of brokerage houses.


2. The proper Minister of financial institutions to issue a regulation referred to in paragraph 1. 1, account shall be taken of the need to ensure the fulfilment of the prudential requirements for brokerage firms and the need to ensure the stability, security and the proper functioning of the financial market.

3. The proper Minister of financial institutions, after consulting the Commission, may determine by regulation the types of exposures referred to in article 1. 400 paragraph 1. 2. paragraph 493. 3 regulation 575/2013, which do not apply article 5(1). paragraph 2, 395. 1 of this regulation, the need to reflect the actual workload of the own funds of brokerage business risk resulting from the concentration of exposures.

Article. 110zb [the percentage for the brokerage house] 1. The percentage referred to in article 14(2). 478 paragraph 2. 1 Regulation 575/2013, for the brokerage house is 100%.

2. The percentage referred to in article 14(2). 479 paragraph 1. 3 regulation 575/2013, for the brokerage house is 0%.

3. The coefficient referred to in article 2. 480 paragraph 2. 2 Regulation 575/2013, for the brokerage house is 1.

4. The percentage referred to in article 14(2). paragraph 1, 486. 5 regulation 575/2013, for the brokerage house is: 1) 40%-until 31 December 2015;

2) 20% – from 1 January 2016 until 31 December 2016.

3) 0% – from 1 January 2017 until 31 December 2017.



Division 2b reorganisation proceedings Art. 110zc [the scope of reorganisation proceedings] 1. In the event of a situation threatening financial stability, or the danger of insolvency or liquidity brokerage on the level of individual or consolidated brokerage house shall forthwith inform the Commission thereof and shall submit its programme of reorganisation proceedings.

2. For the implementation of the reorganisation proceedings by brokerage house corresponds to the Board of brokerage house.

3. the programme for the reorganisation proceedings shall take into account the size of the brokerage house, as well as the scale and complexity of its activities.

4. the programme for the reorganisation proceedings shall include, in particular: 1) an indication of how to restore financial stability, solvency, or liquidity;

2) assumptions to the program and an indication of the major stages of its implementation;

3) an indication of the threats to the implementation of the programme and how their elimination.

5. the Commission may set a time limit for maklerskiemu home study programme of reorganisation proceedings, as referred to in paragraph 1. 1, and recommend its complement or elaborate.

6. in the event of omission of the activities referred to in paragraph 1. 1 or 5 the Commission may by decision instruct House maklerskiemu recovery proceedings.

7. during the period of the brokerage house of reorganisation proceedings the profit accruing to the brokerage house is used first to cover the losses, and then, on the increase of own funds.

Article. 110zd. [Special General meeting] 1. If reorganisation proceedings is not enough or it is not a duty, the Commission may: 1) to the Board of the brokerage house with a request for the convening of an extraordinary general meeting or to shareholders in order to consider the situation of the brokerage house, take the decision to cover the loss of the balance sheet and other resolutions, including an increase in the period of not more than 6 months, the own funds;

2) order the reduction or suspension of payment of certain variable components of remuneration of persons engaged in brokerage house positions, including handling time per management position in the brokerage house, no longer than for the last 3 years.

2. the Executive Board of the brokerage house should convene an extraordinary general meeting or general meeting within a period of 14 days from the date of notification of the decision of the Commission in relation to a request referred to in paragraph 1. 1 point 1. The Commission may convene an extraordinary general meeting or general meeting, if the Board does not brokerage house convened this meeting in this period. The costs of convening and holding of the general meeting or of the shareholders shall be chargeable to the brokerage house.

3. A break in the General Assembly or the Assembly of shareholders may not last for a total of more than 14 days.

Article. 110ze [the decision to establish the custodian to supervise the implementation of the programme relating to reorganisation proceedings by brokerage house] 1. The Commission may adopt a decision to establish a supervisory guardian program execution to reorganisation proceedings by brokerage house, where this is necessary to ensure the proper conduct of reorganisation proceedings.

2. the Curator shall have the right to participate in the meetings of the organs of the brokerage house, and the right to request information necessary for the performance of its functions. The authorities in good time inform the curator about the meetings of the bodies.

3. the authorities of the brokerage shall immediately inform the Superintendent of the taken resolutions and decisions.

4. the Curator have the right to oppose the resolutions and the decisions of the Management Board, the Supervisory Board or the Audit Committee of brokerage house. A statement of intention to oppose reported at a meeting of the Board of Directors, the Audit Committee or the Board suspends the execution of the resolutions or decisions.

5. The notice of opposition referred to in paragraph 1. 4, curator to the competent court in economic affairs within 14 days from the date of becoming aware of the resolution or decision of the Board of Directors, the Supervisory Board or the Audit Committee.

6. In the absence of objections to the Court within the time limit referred to in paragraph 1. 5, or in the case of the guardian claims that there will be a report, resolution or decision referred to in paragraph 1. 4 shall be enforced.

7. The curator may bring a resolution of the general meeting or of the shareholders, which affect the interest of the brokerage house, in accordance with article 4. 249 § 1 and article. 422 § 1 of the law of 15 September 2000-the code of commercial companies.

8. the decision to establish a guardian brokerage house may bring a complaint to the administrative court within 7 days from the date of notification of the decision. Complaint shall not prevent the enforcement of a decision. Article 5(1). 127 § 3 of the law of 14 June 1960-code of conduct (OJ of 2013. poz. 267, as amended), hereinafter referred to as "the code of administrative procedure" shall not apply.

9. The function of the trustee may act as a person who has the qualifications and professional experience in the field of the organisation and the rules for brokerage house. The curator can also be a legal person.

10. The Commission may request from the trustee of the explanations and information related to the exercise of the powers.

11. the Guardian shall immediately inform the Commission of any threats to the correct and timely implementation of the programme of reorganisation proceedings.

12. the curator of the quarterly to the Commission reports on its activities containing an assessment of the implementation by the management of the brokerage house of reorganisation proceedings.

13. The remuneration of the trustee shall be fixed by the Commission, except that it must not be higher than the salary of the President of the brokerage house, which the guardian has been established. In the case of a brokerage house in the form of a partnership trustee remuneration may not exceed ten times the average monthly salary in the sector enterprises without payment of awards from profit in the fourth quarter of the previous year, as announced by the President of the Central Statistical Office. The costs related to the performance of functions of the Superintendent shall be chargeable to the brokerage house.

14. the Commission may revoke the probation officer supervising the execution of reorganisation proceedings by the brokerage in the event of his resignation, improper function or other reasons preventing it to perform properly the performance of this function.

15. A natural person that serves as a guardian shall be entitled to annual leave of 28 days on the principles laid down in the Act of 26 June 1974-labour code (Journal of laws of 2014. poz. 1502, with further amendments) within the deadlines agreed with the Commission.

16. the period of Office of the curator is to contribute to the work period, from which depend on employee rights. These persons shall apply the provisions of the social insurance and health insurance, as long as they are not covered by the insurance of the other titles.

Article. 110zf. [establishment of a receivership] 1. If the brokerage informs of reorganisation proceedings in accordance with article 4. 110zc paragraph 1. 1 or when the realization of this program will prove to be ineffective, the Commission may take a decision on the establishment of the Board of directors appointed at the time of implementation of the programme of reorganisation proceedings. The decision on the establishment of the litigation trust, the Commission defines its task.

2. Establishment of a receivership does not affect the organisation and mode of action of brokerage house.

3. on the Board of the commissary passes the right to conduct the Affairs of the company and its representation, in particular the Management Board authorised may bring a resolution of the general meeting or of the shareholders, which affect the interest of the brokerage house, in accordance with article 4. 249 § 1 and article. 422 § 1 of the law of 15 September 2000-the code of commercial companies. On the establishment of a Board of directors appointed the Supervisory Board or the Audit Committee shall be suspended, the mandates of the members of the Executive Board of the brokerage house, as well as the prokury and the power of attorney shall expire. For the duration of the litigation trust the competence of other organs of the brokerage shall be suspended.

4. the Management Board may be authorised the closure of the accounts of brokerage house and draw up financial statements for brokerage house day designated by the Commission and decide to cover the loss for the period ending on that date and a loss for the last years.

5. The Board of the commissary also performs the tasks set out in the decision on its establishment.


6. the decision referred to in paragraph 1. 1, the Board of Directors, the Audit Committee or partner with the right to conduct the Affairs of the company or its representation can bring a complaint to the administrative court within 7 days from the date of notification of the decision. Complaint shall not prevent the enforcement of a decision. Article 5(1). 127 § 3 of the administrative code of conduct do not apply.

7. the Management Board shall draw up and the commissary shall agree with the Commission programme of reorganisation proceedings, directs its implementation and of not more than 3 months shall inform the Commission, the Board of directors or by the Commission of the results of the review of implementation of the programme.

8. The establishment of the receivership are subject to notification to the relevant registry for the brokerage house.

9. a request for registration of the receivership, deletion of the members of the Management Board and the Supervisory Board and the suspension prokurentów or the Audit Committee consists of the Board of the commissary within 7 days from the date of issue of the decision on its establishment. To pay a court fee from the application and the fee for the announcement of the entry in the Gazette and the economic is obliged brokerage house.

10. The Commission may request from the receivership of the explanations and information related to the performance of its tasks.

Article. 110zg [free Vacation] 1. Member of the Board of directors appointed, when an application is made in accordance with article 4. 174 section 1 of the labour code, shall be granted unpaid leave for a period of performance of this function.

2. the period of leave referred to in paragraph 1. 1, contribute to the work period, from which depend on employee rights.

3. the remuneration of the members of the Management Board appointed shall be fixed by the Commission, except that it must not be higher than the salary of members of the current Board of Directors. In the case of a brokerage house in the form of a partnership remuneration of the members of the Board of directors appointed may not exceed ten times the average monthly salary in the sector enterprises without payment of awards from profit in the fourth quarter of the previous year, as announced by the President of the Central Statistical Office. Operating costs of the litigation trust shall be chargeable to the brokerage house.

Article. 110zh. [the application of the provisions of the Act] in the case of a brokerage house in the form of a partnership, the provisions of this Division concerning the authorities apply to komplementariuszy or associates, which has the right to conduct the Affairs of the company or its representation, in accordance with the provisions of the Act of September 15, 2000-the code of commercial companies.



A branch of the 3 banks operating brokerage Article. 111. [brokerage activities by banks] 1. The Bank, based in the territory of the Republic of Poland may lead the brokerage business after obtaining the authorisation of the Commission.

1a. the Bank established the brokerage, after authorization by the Commission, may operate to acquire for the account of the principal two contracts on the spot market at auctions organized by the auction house system platform. The provisions of article 4. 69A paragraph 1. 2 and art. 69b-69e shall apply mutatis mutandis.

2. An application for a license to operate a brokerage business by the bank should include: 1) the name of the organizational unit of the Bank, which is to be carried on broking;

2) in the case of a bank that is a joint stock company – an indication of shareholders holding at least 10% of the total number of votes or at least 10% of the share capital;

3) information about the parent units to the applicant;

4) information about the amount of own funds;

5) information on the amount of initial capital;

6) the information referred to in article 1. paragraph 82. 1 points 1, 7, 9-11a.

2A. the application for authorization to conduct brokerage business by the bank shall be accompanied by the documents referred to in article 1:1). paragraph 82. 2 paragraph 1-4b, 7, and 10;

2) rules to invest by the staff of the organizational unit of the Bank leading brokerage activities, referrers or activities of this monitoring units and persons referred to in article 1. paragraph 82. 3A para 3-7, or on their own account in financial instruments.

3. (repealed).

4. The initial capital of the Bank established the brokerage may not be less than indicated in the article. 32 paragraph 1. 1 of the law of 29 August 1997-the right bank.

5. A condition for obtaining a license to operate a brokerage business by the bank is the organizational separation of these activities from the rest of the Bank's activities (organisational unbundling), subject to article 22. 113.5a. The activities referred to in paragraph 1. 1A, is carried out in a separate organizational unit in accordance with paragraph 1. 5.6. Authorities in the organizational unit referred to in paragraph 1. 2 paragraph 1 shall include at least two persons having higher education, at least a three-year length of service in the institutions of the financial market and a good reputation in connection with the sprawowanymi function.

7. (repealed).

8. the Bank established the brokerage is obliged to have a head office in the territory of the Republic of Poland.

9. the Central Office referred to in paragraph 1. 8, believed to be an organizational unit of the Bank, in which it is conducted and broking continuously conduct business referrers brokerage activities.

10. The proper Minister of financial institutions determines, by regulation, detailed rules for the separation of the brokerage business, Bank organization taking into account the need to ensure confidentiality of the data in a separate organizational unit of the Bank while ensuring the safe and efficient conduct of the brokerage business.

Article. 112. (repealed).

Article. 113. [activity related to conclusion of contracts for the provision of services by the bank] 1. Activities relating to the conclusion of contracts for the provision of services by the bank within the framework of the brokerage business, or for the implementation of these agreements, and in particular to advise to the client or potential client in the field led by the bank's brokerage business, taking orders, referred to in article 1. paragraph 69. 2, paragraph 1, and receiving other declarations of intent for the Bank within the framework of brokerage activities, can be performed outside a bank unit, in which it is carried on broking.

2. the actions referred to in paragraph 1. 1, in addition to the unit of the Bank, in which the business is carried on shall cover the Bank's internal regulations specifying in particular the specific scope of these activities and the way in which they perform. Not later than one month before the beginning of the actions referred to in paragraph 1. 1, in addition to the organizational unit in which the business is carried on "cover, the bank is required to submit to the Commission an internal regulations, with the adopted practice.

3. If adopted by the bank procedure could lead to security breaches or the interests of bank customers, the Commission may, within one month from the date of the notification to submit objections to its implementation.

4. In relation to the Bank's units engaged in activities referred to in paragraph 1. 1, the Commission is entitled to under the law on the supervision control powers, in so far as those activities and drawn up in connection with these activities.

Article. 114. [the application of the provisions of the Act] 1. The Bank established the brokerage shall apply mutatis mutandis to article. 104 and 104a.

2. The financial statements of the Bank for brokerage activities only, shall apply mutatis mutandis to article. 100 paragraph 1. 3 and 4.



Division 4 foreign brokerage activities on the territory of the Republic of Poland Article. 115. [brokerage activities by foreign legal entity] 1. A foreign legal person established brokerage in the territory of a Member State belonging to the OECD or the WTO based on the territory of that Member State may be carried out on the territory of the Republic of Poland in the form of brokerage activities of the branch.

2. the Division shall be deemed a foreign structures of the legal person referred to in paragraph 1. 1 organizational unit without legal personality, which operates the brokerage on the territory of the Republic of Poland. For one branch considers all the organizational units of the foreign legal person referred to in paragraph 1. 1, located on the territory of the Republic of Poland, which is carried on broking.

3. the granting of authorisation by the Commission to carry out the activities of the foreign brokerage legal person referred to in paragraph 1. 1, followed by consultation with the written opinion of the supervisory authority, which granted the authorisation to operate in the country of the headquarters of the foreign legal person. The subject of the opinion is the way you do this activity, and in particular compliance with the law in force in that State.

4. the granting of a foreign legal person referred to in paragraph 1. 1, authorization to engage in brokerage activities, followed by the provided: 1) the existence of solutions to ensure the Commission obtaining the necessary information from the point of view of the Commission's activities carried out surveillance on the territory of the Republic of Poland the brokerage activities, including, in particular, the existence of the agreement referred to in article 1. 20 paragraph 1. 2 of the law on supervision, the supervisory authority, which has the legal person a license to operate a brokerage business in the country of its location;

2) foreign legal person by reporting its State headquarters of the capital adequacy requirements equivalent to the requirements set out in the legislation branch 2a and regulation 575/2013, and 3) extract by that person of the Fund to conduct brokerage business on the territory of the Republic of Poland in the amount not less than that specified in the provisions relating to the initial capital brokerage.


5. the branch's authorities should include at least two persons having higher education, at least a three-year length of service in the institutions of the financial market and a good reputation in connection with the sprawowanymi function.

6. To carry out the supervision of a foreign legal person referred to in paragraph 1. 1, leading to the territory of the Republic of Poland in the form of brokerage activities of the branch shall apply mutatis mutandis the provisions of article 4. 100 paragraph 1. 1 and 3 in the case of separate provisions retrospective compilation by the branch of the foreign legal entity financial statements.

Article. 116. [Representation on the territory of the Republic of Poland] 1. A foreign investment firm and a foreign legal person referred to in article 14(2). 115 paragraph 1. 1 can open the representation on the territory of the Republic of Poland.

2. the Agency shall be considered a differentiated within the same company or individual organizational unit without legal personality, which operates exclusively in the field of advertising and promotion of a foreign investment company or a foreign legal person, as referred to in article 1. 115 paragraph 1. 1, on the territory of the Republic of Poland.

3. To open representative offices on the territory of the Republic of Poland a foreign investment company or a foreign legal person referred to in article 14(2). 115 paragraph 1. 1, it shall immediately inform the Commission thereof.

Article. 117. [brokerage activities on the territory of the Republic of Poland without the permission of the] 1. Foreign investment company may without a permit referred to in article 2. paragraph 69. 1, on the territory of the Republic of Poland Act which in accordance with article 4. paragraph 69. 2 and 4 brokerage activities, provided that the action is covered by the authorisation granted to the investment company by the competent supervisory authority in the country of its location. Broking may be carried out by the establishment on the territory of the Republic of Poland of the branch, within the meaning of article 2. 115 paragraph 1. 2, or without having to open the branch.

2. The provisions of paragraph 1. 1 shall not apply to activities carried out on the basis of an agreement with the National Polish Bank, the State Treasury or a State body carrying out activities related to the monetary policy of the State, the evolution of exchange rates, public debt management policy and free management policy measures to the State Treasury.

3. start on the territory of the Republic of Poland by a foreign investment firm brokerage activities in the area referred to in paragraph 1. 1 is to inform the Commission by the competent supervisory authority, which granted the company a license to operate a brokerage business investment, with the intention to begin operations. Broking without opening the branch can be made after the Commission has received information from a foreign supervisory authority and, in the case of branch-as soon as the indication by the Commission of the conditions of carrying out this activity, the brokerage or the expiry of two months from the date of receipt by the Commission of information from a foreign supervisory authority.

3A. in the case of the receipt by the Commission of the notice of intent to start a brokerage activity without opening the branch, the Commission may apply to the foreign supervisory authority for information about agents of a foreign investment firm, which this company, in accordance with the notice, intends to use the brokerage business on the territory of the Republic of Poland.

4. the Commission shall, not later than 2 months from the date of receipt of the notification referred to in paragraph 1. 3, prepare for the supervision of the activities of the company and shall inform it of the terms of brokerage activity on the territory of the Republic of Poland.

5. By the terms of the brokerage activities referred to in paragraph 1. 4, it is understood, in particular: 1) in the case of establishment in the form of branch-principles referred to in article 7. 83 and in the rules pursuant to article 114. paragraph 94. 1 point 1;

2) in the case of business without opening a branch – the principles set out in the rules pursuant to article 114. paragraph 94. 1 point 1.

5a. the exercise of the activities of the foreign investment company agents referred to in paragraph 1. 3A, shall be treated as an activity of the branch of a foreign investment firm. The Commission may delegate to the public received in accordance with paragraph 1. 3A, information about the foreign investment company agents, which the company will use the brokerage business on the territory of the Republic of Poland.

5b. foreign investment company Agents leading activity in the territory of the Republic of Poland in the form of a branch, conduct business within the branch.

6. To create and activity of foreign affiliates of investment firms shall not apply the provisions of the Act of 2 July 2004 on freedom of economic activity, with the exception of article 5. 14 of this Act.

Article. 117A. [an alternative trading system organized by a foreign investment firm] 1. Foreign investment company in another Member State for an alternative system may without the authorisation of the Commission installed on the territory of the Republic of Poland information systems and technical equipment enabling access to the alternative trading system entities operating on the territory of the Republic of Poland.

2. admission to the activities referred to in paragraph 1. 1, is to inform the Commission by the competent supervisory authority, which granted the foreign investment company authorization to organize an alternative trading system.

3. the Commission may ask the supervisory authority referred to in paragraph 1. 2, with an indication of the system referred to in paragraph 1. 1. 118. [exposure to supervision by the competent authority] Foreign investment company operating in the form of brokerage branch on the territory of the Republic of Poland shall be subject to oversight by a competent authority in another Member State, which has granted her permission to engage in brokerage activities, subject to the supervision of the rules to provide brokerage services, referred to in the provisions of the Polish law, has the Commission.



Chapter 2 Specific types of participation in the course of financial instruments Division 1 Article custodians. 119. [trust activities] 1. For the authorisation of the Commission, the bank established in the territory of the Republic of Poland may lead the securities accounts and accounts summary (trust activities).

2. The bank accounts and securities accounts of the aggregate in the territory of another Member State requires the authorisation referred to in paragraph 1. 1.3. The authorisation referred to in paragraph 1. 1, may be granted also in the case when the bank has already received authorisation to engage in the brokerage business. In this case, the conduct of securities accounts and aggregate accounts takes place outside the organizational unit of the bank brokerage activities.

4. the application for authorisation referred to in paragraph 1. 1, includes: 1) the personal data of members of the Management Board and the Supervisory Board of the Bank, as well as other people who are responsible for the launch of the activities covered by the proposal or they will follow it, their professional competence and the current process work;

2) in the case of a bank that is a joint stock company – an indication of shareholders holding at least 10% of the total number of votes or at least 10% of the share capital;

3) information about the parent entities and subsidiary to the applicant;

4) information about the amount of own funds;

5) information about their devices and safety conditions necessary for the conduct of securities accounts and aggregate accounts;

6) information about the planned organisation of securities accounts and aggregate accounts;

7) statements of people who will direct the business covered by the application, nieuznaniu by a judgment of guilty of the offence, the tax crimes against the reliability of documents, property, economic revolution, revolution money and securities crimes or offences referred to in article 1. 305. 307 or article. 308 of the Act of 30 June 2000-industrial property Law, the offences referred to in the Act of 26 October 2000 on the commodity, the offences referred to in the Act on public offering or the offences referred to in this Act.

5. the application shall be accompanied by: 1) the statutes of the Bank and a certificate or a statement of registration to the proper registry;

2) rules the securities accounts and the rules of summary accounts;

3) rules to protect the flow of confidential information;

4) the most recent annual financial statements, together with the opinion of the entity entitled to study financial statements and the report from this study;

5) a description of the internal control system and the rules of supervision of compliance with the law;

6) a copy of the contract with the national Deposit for participation in the system of compensation contained provided authorization to engage in activity as a trustee.

5a. The statements referred to in paragraph 1. 5 para 1, art. paragraph 81. 2 shall apply mutatis mutandis.

6. The activities of the Bank on the conduct of securities accounts and aggregate accounts should follow at least two persons having higher education, at least a three-year length of service in the institutions of the financial market and a good reputation in connection with the sprawowanymi function.

7. The initial capital of the Bank of the trust may not be less than indicated in the article. 32 paragraph 1. 1 of the law of 29 August 1997-the right bank.

8. Trust Bank is obliged to have a head office in the territory of the Republic of Poland.


9. the Head Office of the Bank of the trust shall be deemed an organizational unit of the Bank, which continuously conduct business activities of the Bank conduct referrers securities accounts and accounts aggregate.

10. To act as securities accounts and accounts of collective trust bank is obliged to employ at least one securities stockbroker.

Article. 120. [content of authorisation] Authorisation referred to in article 2. paragraph 119. 1, includes the company name and registered office of the Bank and the commencement of the activities covered by the authorization, of not more than 12 months from the date on which the decision to grant the permit became final.

Article. 121. [Transfer of securities] 1. Client Trust Bank may in the agreement, which is to run a securities account, stipulate that the settlement on a customer's account of the transaction concluded on the basis of the customer's order will occur after delivery to the Bank by the customer a confirmation of the transaction.

2. Securities acquired as a result of a transaction, referred to in paragraph 1. 1, are saved on the securities account: 1) foreign investment company or investment firm nieprowadzącej brokerage activity on the territory of the Republic of Poland, the implementing order directly on a regulated market, in the case where the request referred to in paragraph 1. 1, is made directly in the investment company or a foreign investment company nieprowadzącej brokerage activity on the territory of the Republic of Poland, or 2) the investment firm, the investment firm's foreign nieprowadzącej brokerage activity on the territory of the Republic of Poland or a foreign legal person, as referred to in article 1. 115 paragraph 1. 1, nieprowadzącej brokerage activity on the territory of the Republic of Poland – where the entity mediated in the transmission of client orders to the entities mentioned in paragraph 1 is kept for the purpose of accounting of securities acquired or disposed of for the benefit of customers referred to in paragraph 1. 1.3. The transfer of the securities which are the subject of a transaction, referred to in paragraph 1. 1, between the securities account of an entity referred to in paragraph 1. 2, a securities account, the client follows the delivery of the transaction receipts-compliant by the client and the principal sent up to leading banks in their securities accounts.

4. Securities disposed of as a result of a transaction, referred to in paragraph 1. 1, are stored on the client's securities account for the time indicated in the provided by the confirmation of the transaction.

5. in the case of non-complying transaction confirmations, referred to in paragraph 1. 1, the date on which it should be her settlement in securities depository, an entity referred to in paragraph 1. 2 paragraph 2 corresponds to the principal that on behalf of the client made a transaction on a regulated market, for the payment of the price and delivery of securities to settle. In the case when the client passes the request directly to any entity referred to in paragraph 1. 2 (1), the entity responsible for the settlement of concluded transactions.

6. the provisions of paragraphs 1 and 2. 1 to 5 do not apply in the case where before the settlement of the transactions referred to in paragraph 1. 1, securities depository was the expiration or termination of the legal relationship which is the basis for the provision of services by an entity referred to in paragraph 1. 2, on behalf of a customer or a loss by the entrant permission to conduct brokerage activities.

7. Transfer of securities as a result of a transaction, referred to in paragraph 1. 1, and the benefits of these securities between accounts of securities the client Trust Bank and the entity referred to in paragraph 1. 2 and between accounts of operators referred to in paragraph 1. 2, be deemed to be carried out on a regulated market.

8. Acquisition of securities as a result of a transaction, referred to in paragraph 1. 1, by an entity referred to in paragraph 1. 2, gives rise to the side of this entity obligations set out in the provisions of Chapter 4 of the Act on public offering only where such securities are recorded on its securities account referred to in paragraph 1. 2, the day following the settlement date of the transaction in securities depository.

9. the provisions of paragraphs 1 and 2. 2-8 shall apply mutatis mutandis to the non-securities financial instruments admitted to trading on a regulated market, with the exception of derivative instruments.

10. the provisions of paragraphs 1 and 2. 1 to 9 shall apply mutatis mutandis to the client company on behalf of the leading investment account securities and investment firm.

Article. 121a. [application of article 4(1), 121] article. 121 shall apply mutatis mutandis in the case of enlisted in the bulk account management with Trust Bank or investment firm claim that settlement on account of the bulk of the transactions concluded on the basis of the order of the account holder, you will be after delivery, respectively, to the Bank or investment company powierniczemu confirmation of the transaction.

Article. 122. [obligation to draw up information by a trust bank at the request of the Commission,] 1. At the request of the Commission or its authorized representative, of the person authorized to represent the Trust Bank or within its statutory authority or employed in the Trust Bank to immediately draw up and forward, at the expense of the Trust Bank, copies of documents and other information, and to provide written or oral explanations concerning the activities of Trustees, within the scope of supervision by the Commission on the compatibility of the activities with the principles of securities accounts or accounts aggregate.

2. at the request of the Commission or its authorised representative shall be obliged to trust bank also to immediately provide information on registered on the bank accounts of cash representing collateral loans, financial instruments and cash pledged as security deposit in the case of transactions in financial instruments, if the construction of this instrument stems the obligation to hold a security deposit.

3. In relation to the Trust Bank branch located in the territory of another Member State, the Commission is entitled to in respect of the supervision of business trustee powers referred to in paragraph 1. 1. The execution of powers follows a written informing the supervisory authority in the Member State in whose territory the branch of the Trust Bank.

Article. 123. [Trust Bank] unregulated in this branch of the trust to the Bank and to exercise supervision of the Bank shall apply mutatis mutandis the provisions of article 4. 85, art. 86. 89. 90, art. 92. 104. Branch 2 investor Clubs Article. 124. [investor's Club] 1. Any natural person having full legal capacity may, on the basis of a contract concluded in writing, under pain of nullity, to bring together in clubs. In one of the investor's Club may be associated not less than 3 and not more than 20 people.

2. The agreement referred to in paragraph 1. 1, the investor's Club members undertake to: 1) joint action in order to acquire knowledge about the principles of investing in the course of organised, in particular through joint investments in dematerialised securities or other financial instruments admitted to trading on a regulated market;

2) participate in other clubs of the investor;

3) niezaciągania in connection with the investor's Club commitments with a total value in excess of the value of the assets in the accounts of the investor for the Club led the Securities and cash accounts that are used to support them.

3. Each member of the Club of the investor shall be entitled to bring in cash accounts during the calendar year that are used to support led to the securities accounts of cash totalling not more than 20 000 zł.

4. investor's Club or its members are not entrepreneurs.

5. in the absence of in paragraph 1. 1 to 4 to the agreement referred to in paragraph 1. 1, the provisions of article 5 shall apply. 860-864, art. 865 § 1 and article. 866-875 of the Act of 23 April 1964 – Civil Code.



Chapter 3 Securities Brokers and investment advisors Article. 125. [Conditions for the exercise of their profession a broker] 1. By profession a broker securities, hereinafter referred to as "stockbroker", or the investment advisers, hereinafter referred to as "Adviser", shall mean the performance of management or supervisory bodies of the company investing or to perform or supervise the performance of: 1) operations which are brokerage activity, 2) related to financial market activities which do not form a brokerage activity) other customer-related activities or access to accounts held for the clients-within the framework of this person remain in an employment relationship order, or other legal relationship of a similar nature with the investment firm.

1a. By profession a broker or adviser shall be understood also to conduct the Affairs of the company by a shareholder in the company is a partnership or komplementariusza home brokerage.

2. By executing the profession a broker or adviser includes: 1) having been a broker or adviser in the employment relationship, or other legal relationship of a similar nature with a Trust Bank in carrying out or supervising the actions of securities accounts or pooled accounts;


2) stand-by a broker or adviser in the employment relationship, or other legal relationship of a similar nature with the entity that is required to hire brokers or advisers on the basis of separate laws for the implementation or supervision of the actions referred to in those provisions;

3) the exercise by a broker or adviser activities referred to in article 1. paragraph 79. 2;

4) (repealed).

Article. 126. [the right to exercise the profession a broker or Adviser] 1. Broker and Advisor, by performing the profession, shall act in accordance with the law and the rules of fair trading, and have regard to the legitimate interests of the clients.

2. professional Titles "securities broker" and "investment counselor" are subject to legal protection.

3. The right to exercise the profession a broker or adviser shall be entitled persons who are entered on the list brokers or advisors on the list, unless this right has not been suspended in accordance with the provision of art. paragraph 130. 1. 127. [entry on list of brokers or advisors] 1. For a list of brokers or advisors on the list of natural person may be entered: 1) that has the full capacity to act;

2) that uses the full rights;

3) which was not recognised by a judgment of guilt of the offence tax crimes against the reliability of documents, property, economic revolution, revolution money and securities crimes or offences referred to in article 1. 305. 307 or article. 308 of the Act of 30 June 2000-industrial property Law, the offences referred to in the Act of 26 October 2000 on the commodity, the Act of 27 May 2004 on the investment funds, the law on public offering or the offences referred to in this Act;

4) that made, subject to article 22. paragraph 129. 1B, 2 and 3, examination with a positive result before examining for brokers or before examining for counselors.

2. In the case of a person does not have Polish citizenship to determine fully the rights of the public laws of the State whose nationality the person concerned.

Article. 128. [Exams on a broker or Adviser] 1. Examinations for broker and Adviser are test theoretical preparation of the candidates with the following areas: 1) civil law;

2) economic law;

3) tax law and foreign exchange;

4) securities, financial instruments and marketing of such instruments;

5) broking and the activities of Trustees;

6 depository-in billing system) of trading in a financial instrument;

7) financial market;

8) the establishment and operation of investment funds;

9) commercialization and privatization of enterprises;

10) accounting rules;

11) the market for commodities;

12) financial mathematics;

13) financial analysis;

14) investment strategies;

15) professional ethics.

2. Exam for counselors is additionally test the theoretical preparation of the candidates with the following areas: Economics, statistics, public finance, corporate finance and management of portfolios, which include one or more financial instruments.

3. The test referred to in article 2. paragraph 129. 3, is a test of the theoretical preparation of the candidates with the following areas: 1) civil law;

2) economic law;

3) tax law and foreign exchange;

4) securities, financial instruments and marketing of such instruments;

5) broking and the activities of Trustees;

6 depository-in billing system) of trading in a financial instrument;

7) financial market;

8) the establishment and operation of investment funds;

9) commercialization and privatization of enterprises;

10) accounting rules;

11) the market for commodities;

12) professional ethics.

4. Set by the examining board thematic scope of the exam or test the skills referred to in article 2. paragraph 129. 3, at least 90 days before the date of the examination or test is administered along with that date to the public by publication in the official journal of the Financial Supervision Commission and by posting such information on the Commission's website.

5. the Board carried out a stock broker exam for brokers, and Adviser exam-examination for counselors. Exam skills, referred to in article 1. paragraph 129. 3, shall carry out the appropriate examination for brokers or examination body for advisers.

6. The Board consists of six members appointed and dismissed by the President of the Commission. The President of the Commission shall appoint the Chairman of the Board from among its members and, at the request of the Chairman of the Board, Deputy Chairman of the Board and the Secretary of the Board.

7. Administrative Service Office examination provides the Office of the Commission.

8. the Chairman of the Board directs its work and sets deadlines for exams or tests the skills referred to in article 1. paragraph 129. 3.9. The members of the examination Commission shall be entitled to remuneration for participation in the work of the Commission.

10. For examinations and for the test referred to in article 2. paragraph 129. 3, the fees, which represent income to the State budget.

11. The proper Minister of public financies specifies by regulation: 1) the amounts of the fees referred to in paragraph 1. 10 and the mode and conditions of return brought charges, bearing in mind the costs of carrying out the examination or test the skills referred to in article 2. paragraph 129. 3, and expenditure related to the functioning of the examination;

2) rules to carry out the examinations for broker and Adviser and the rules of conduct of the skills test, referred to in article 1. paragraph 129. 3, taking into account the need to ensure equal treatment of persons submitting exam or acceding to test skills, confidentiality of the examination or test their skills and efficient organization, and (3)) how to determine and amount of the remuneration of members of the examination Commission for participating in the meetings of the Commission, to conduct examinations or test the skills referred to in article 2. paragraph 129. 3, and the preparation of projects and tasks, questions on exams or test, having regard to the responsibilities of individual members.

Article. 129. [entry on list of brokers or advisors list without having to submit the exam] 1. Entry on the list brokers or advisors on the list, the Commission shall at the request of the person concerned. Individuals who have passed the exam, with a positive result with the result of a positive test or whose permission to exercise the profession has been recognised by the Commission, submit an application within 3 months from the date of the exam, the sentence skills test or permission to exercise the profession.

1a. The application shall be accompanied by originals or copies of documents proving the fulfilment of the conditions referred to in article 1:1). paragraph 127. 1, paragraph 3;

2), respectively, in the article. paragraph 127. 1 paragraph 4 or in paragraph 2. 1B-3;

3) article. paragraph 127. 1 point 2, in the case of the persons referred to in article 1. paragraph 127. 2.1b. An entry on a list of brokers or advisors on the list without having to submit the exam can get those who graduate have been carried out on the basis of an agreement referred to in paragraph 1. 1 c 1 c. The President of the Commission, after consulting the examination Commission for brokers for brokers or examining Board for counselors for counselors, may conclude with the universities, which organizational units are entitled to give doctor of economic sciences degree or doctor of legal sciences and graduate studies to enable the acquisition of knowledge of the areas referred to in article 1. paragraph 128. 1 or paragraph 2. 1 and 2, the agreement referred to in article 1. 168b paragraph 1. the Act of 27 July 2005-higher education law (Dz. u. of 2012. poz. 572, as amended).

2. (2) an entry on list of brokers or advisers without having to submit the exam can get people, whose qualifications have been recognized in the principles set out in the Act of 22 December 2015 on the basis of the recognition of professional qualifications acquired in Member States of the European Union (OJ from 2016, poz. 65).

3. the entry to the list brokers or advisors on the list without having to submit an exam can also get people without the powers referred to in paragraph 1. 2, unless they have given by a foreign institution of the title, in terms of required to obtain its knowledge and the basic principles of the professional or broker and Adviser respectively, their qualifications, established as a result of the carried out test skills, ensure that they exercise a profession on the territory of the Republic of Poland in a way that is appropriate.

4. The proper Minister of financial institutions determines, by regulation, a list of broadcast by foreign institutions titles for requesting, in accordance with paragraph 1. 3, for entry on the list of stock brokers or advisors list without requiring the submission of examination, taking into account the need to ensure that the scope of knowledge to be demonstrated in order to obtain the title, was similar to the thematic scope of the applicable test for brokers or advisors.

5. the person named on the list brokers or advisors list shall immediately inform the Commission in writing of the following: 1) taking up the profession, with an indication of the date on which it was taken, the basic scope of activity and place of practice;

2) you change the data covered by the application referred to in paragraph 1. 1, and the data referred to in point 1.


6. A list of brokers and advisers, to delete from the list and the suspension of the privilege to practice a broker or adviser shall be subject to the notice in the official journal of the Financial Supervision Commission.

7. The proper Minister of financial institutions determines, by regulation, model application referred to in paragraph 1. 1, having regard to the need for adequate to demonstrate by persons submitting an application specific in terms of the entry on the list of stock brokers, or for a list of consultants and to provide the Commission the possibility of verifying compliance by these people.

Article. 130. [Delete from list] 1. The Commission may delete a broker or adviser from the list or suspend its permission to practise for a period from 3 months to 2 years due to violations in connection with the exercise of the profession: 1) law or regulations and other internal rules, which comply with the broker or Advisor is required in connection with the exercise of a profession, or 2) of the rules of fair trading, or 3) the interests of the customers.

2. The Commission takes a decision to delist from the list or to suspend the privilege to practice after the hearing.

3. in the event of the need to safeguard the public interest, the Commission may, from the time of the opening of proceedings in cases referred to in paragraph 1. 1 suspend the powers of a broker or Adviser until a decision is taken on, but for a period not longer than 6 months. The provisions of paragraph 1. 2 do not apply.

4. in the case of a decision to suspend the powers of a broker or adviser for the exercise of their profession, period of suspension of the powers referred to in paragraph 1. 3, include a period of suspension of the powers referred to in paragraph 1. 1.5. Subject to paragraph 2. 6, the person deleted from list brokers or advisors for the reasons referred to in paragraph 1. 1 or in article 6. 131 section 3, may not be entered on the list of stock brokers or advisors on the list before the expiry of 10 years from the date of the decision. In the case where the deletion occurred with the reasons referred to in article 14(2). 131 section 3, retyping cannot take place earlier than expungement occurs for an offense that committed was the basis for the decision to delist the list brokers or from the list of advisors.

6. in the case referred to in paragraph 1. 1 by issuing a decision to delist the list brokers or advisors, the Commission may reduce the period referred to in paragraph 1. 5. 131. [Reason for deletion from list brokers or advisors] Deletion from list brokers or advisers: 1) at the request of the person entered in the list;

2) in the event of total or partial incapacitation;

3) due to the recognition of the legitimate ruling guilty of tax fraud, offences against the reliability of documents, property, economic revolution, revolution money and securities crimes or offences referred to in article 1. 305. 307 or article. 308 of the Act of 30 June 2000-industrial property Law, the offences referred to in the Act of 26 October 2000 on the commodity, the Act of 27 May 2004 on the investment funds, the law on public offering or the offences referred to in this Act;

4) as a result of the death of a person entered in the list;

5) in the cases referred to in article 1. paragraph 130. 1. SECTION V Securing the interests of investors.

The compensation scheme Article. 132. [appreciation for investor] 1. Within the meaning of the provisions of this chapter: 1) for an investor shall be deemed natural person, legal person or organizational unit without legal personality, on whose behalf the brokerage house provides one of the services in respect of activities referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4 point 1, with the exception of: (a)) of the Treasury, b) of the National Bank, Polish banks established in the territory of the Republic of Poland and foreign banks, ba) the establishment of social security and it-managed funds forming or supporting the social security system, c) investment firms, d) companies regulated market, e) and the national depository company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2, f) of entities operating on the basis of the Act of 11 September 2015. about the business of insurance and reinsurance, g) of entities operating on the basis of the Act of 27 May 2004 on the investment funds, h) of entities operating on the basis of the Act of 28 August 1997 on the Organization and functioning of the pension funds and companies) of the stock exchange, the companies leading futures clearing houses freight, brokerage houses, foreign legal persons conducting brokerage activities in the field of trade in the stock market, operating on the basis of the law of 26 October 2000 on the commodity, j) companies House account or a clearing house, k) [3] municipalities, associations of municipalities, counties, districts, powiatowo-municipal, Metropolitan unions and provinces, l) Member States and their territorial units with legal personality, m) entrants in the same brokerage group , ma) the entities referred to in article 1. paragraph 8A. 2, n), which, at the date of the occurrence of one of the circumstances referred to in article 14(2). paragraph 133. 2, or during the 6 months preceding the existence of one of these circumstances have a 5% or more of the total number of the voting rights or capital brokerage house, and people who at that time were the dominant entities or subsidiaries to brokerage house, o) members of the Management Board, supervisory board, Audit Committee and brokerage house individuals in brokerage house features directors and Deputy Directors of departments, as well as directors and Deputy Directors of the brokerage affiliates , where they carry out their duties on the day of one of the circumstances referred to in article 14(2). paragraph 133. 2, or during the current or preceding financial year, p) the persons responsible for auditing the accounts, brokerage house dealing with the position of Chief Accountant in a brokerage house and persons responsible for drawing up and keeping the accounting records of the brokerage house, where they carry out their duties on the day of one of the circumstances referred to in article 14(2). paragraph 133. 2, or during the current or preceding financial year, r) members of the Management Board and the Supervisory Board, persons holding 5% or more of the total number of the voting rights or of the share capital of the parent undertaking or a subsidiary in relation to the brokerage house, s) spouse, descendants, siblings, and powinowatych to the first degree of the persons referred to in point (a). n-r, t), in relation to which it has been established in the proceeding ended a final judgment of the Court that due to the lack of their obligations to the brokerage house contributed to the occurrence of one of the circumstances referred to in article 14(2). paragraph 133. 2;

2) for cash investors believes the cash saved on the accounts of cash and other cash equivalents due to investors from brokerage in respect of the services provided on their behalf in the field of service activities, referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4 paragraph 1, excluding charges expired;

3) brokerage house is considered brokerage, the bank established the brokerage or trust bank;

4) by the Board of directors includes brokerage house komplementariuszy brokerage house, as referred to in article 1. 95 paragraph 1. 1 point 2 and 4, or a person authorized to represent the brokerage house, as referred to in article 1. 95 paragraph 1. 1 points 5 and 6;

5) by persons having participated in the capital of brokerage house includes shareholders, respectively, contributing to the brokerage house, as referred to in article 1. 95 paragraph 1. 1 section 4-6.

2. the provisions of this chapter shall apply mutatis mutandis to branches of foreign legal entities referred to in article 1. 115 paragraph 1. 1, in so far as they are not participants in the scheme applicable in the country of their headquarters or headquarters of the State compensation scheme does not provide for compensation in the amount specified in the Act.

3. in the case of the trust banks ' compensation system includes securities and other financial instruments traded on an organised market recorded in the accounts of securities held by the banks.

Article. 133. [compensation System] 1. Set up and maintain a national depository for mandatory compensation system in order to collect funds for the payment of compensation to investors, from payments referred to in article 1. paragraph 137. 1 and 5.

2. the objective of the scheme is to provide investors with a payout up to the law, cash and compensate for the lost value of the financial instruments collected by them in brokerage houses, including their branches outside the territory of the Republic of Poland, provided their services, in respect of the activities referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4, point 1, in the case of: 1) bankruptcy restructuring proceedings are opened or brokerage house or 2) a final dismissal of the application for bankruptcy due to the fact that the assets of the brokerage house is not enough or only enough to cover the costs of the proceedings, or 3) by the Commission that the brokerage house is not in a position, for reasons directly related to the financial situation, incumbent on the obligations arising out of investors ' claims and it is not possible to implement them in the near future.

2A. Remission of the insolvency proceedings shall not prevent brokerage house making activity aimed at compensation to investors.


3. the costs of the national depository system of compensation, fees due under the compensation system management and the cost of compensation payments, in the case referred to in article 1. paragraph 145. 1A, shall be paid out of the assets of the system.

Article. 134. [rules of functioning of the system of compensation] 1. The Supervisory Board of the national depository, on a proposal from the Executive Board, shall adopt the rules of functioning of the system of compensation. Rules of procedure and its changes require approval by the Commission. The Commission refuses to approve the rules of procedure or its amendment, if its content or the proposed amendments are inconsistent with the provisions of the law or could affect the safety of the management of the system of compensation or payments of compensation from this system.

2. the rules referred to in paragraph 1. 1 Specifies the detailed functioning of the system of compensation, and in particular: 1) management of the assets of the scheme;

2) how to ensure the performance of the duties by the entities covered by the compensation scheme;

3) way and to contribute to the compensation system by the entities covered by this system;

4) conditions and making reimbursement of the excess brokerage houses made annual contributions referred to in article 14(2). paragraph 137. 20.

5) mode of payment to investors;

6) way of making settlements with the subject covered by the compensation scheme in the case of exemption from the participation of the entity in the system of compensation and the period after the release of the subject's participation in the compensation system, within which the disclosure of circumstances which are the basis for making payments of compensation results in a lack of reimbursement to the company his share in the system;

7) the amounts of the fees due in respect of performance of the national depository for the obligations arising from the operation of the compensation system and how to make from those affected by the system of settlement compensation of costs incurred in connection with the operation of the system;

8) disciplines and of order, which may be applicable to entities covered by the compensation scheme in breach of the obligations arising from participation in the compensation principles and their application and the procedure for informing the Commission of an infringement of the obligations arising from participation in this system.

Article. 135. [the participation of brokerages in the compensation system] 1. Brokerage house becomes a participant in the compensation system at the moment to grant him a permit to engage in brokerage activities, including the provision of at least one of the services in respect of activities referred to in article 1. paragraph 69. 2 or of paragraph 3. 4 (1), (a) in the case of a Trust Bank at the moment of granting him a permit to operate securities accounts and accounts aggregate.

2. the brokerage house is exempt from participation in the compensation system at the moment: 1) cessation of activities referred to in the decision on the withdrawal or revocation of the authorisation referred to in article 2. paragraph 69. 1, or in the decision on the withdrawal or revocation of the license to operate securities accounts by the bank;

2) the expiry of the authorisation in cases referred to in article 1. paragraph 89. 1. 136. [request for accession to the compensation system] 1. Where the compensation scheme applicable in the country of the foreign investment company established leading brokerage activity on the territory of the Republic of Poland in the form of a branch does not provide compensation in height or in the fields referred to in the Act, a branch of a foreign investment firm may, in order to guarantee the investors compensation payments to the amount or range specified in the Act, to submit to the national Deposit request for accession to the compensation system. The filing by a branch of a foreign investment firm proposal is synonymous with its participation in that system.

2. the annual payment referred to in article 14(2). paragraph 137. 1, made by the branch of a foreign investment firm aims to supplement the level of compensation provided by the compensation scheme in force in its state of establishment to the extent or scope of the compensation provided by the compensation scheme.

3. Where a branch of a foreign investment firm does not perform or improperly executes obligations arising from participation in the compensation system, the national depository shall immediately inform the Commission thereof. The Commission shall forward to the competent supervisory authority, which granted the foreign investment company a license to operate a brokerage activities, the information received from the national Deposit, indicating at the same time, the term exclusion of foreign investment's branch of the system of compensation of not more than 12 months from the date of communication of the information.

4. The national depository works with the supervisory authority referred to in paragraph 1. 3, when taking over the body of measures aimed at ensuring foreign investment companies by the proper performance of the obligations arising from participation in the compensation system.

5. Where, after the expiry of the period referred to in paragraph 1. 3, and despite the measures referred to in paragraph 1. 4, a branch of a foreign investment firm shall not perform or improperly executes obligations arising from participation in the compensation system, the national depository may, with the consent of the supervisory authority referred to in paragraph 1. 3, except a branch of a foreign investment firm with the compensation system.

6. the share of a foreign investment company branch in the system of compensation is not refundable in the event of exclusion from the system, if during the period referred to in the rules of procedure referred to in article 2. paragraph 134. 1, occurring after the exclusion reveal circumstances which make compensation payments to investors who are clients of the branch.

7. The compensation scheme provides investors with the payment of compensation for services provided on their behalf in respect of the activities referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4 paragraph 1, by a foreign investment firm as part of its branch in the territory of the Republic of Poland before his exclusion from the system.

8. A branch of a foreign investment firm shall inform the customer immediately about the exclusion from compensation system, indicating in particular the date of foreclosure.

9. In the case referred to in paragraph 1. 1, the national Deposit determines the principles and mode of payment of compensation to investors in respect of the services provided on their behalf in respect of the activities referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4 paragraph 1, by a foreign investment firm brokerage activity on the territory of the Republic of Poland in the form of a branch.

10. the principles and mode, referred to in paragraph 1. 9 shall be determined in agreement with the management entity of the compensation system in force in the Member State of establishment of a foreign investment firm.

11. the principles and mode, referred to in paragraph 1. 9, should in particular ensure that: 1) the ability to request by the national depository for transfer by a foreign investment firm of information necessary for the proper performance of the obligations arising from participation in the system of compensation and the possibility for the supervisory authority in the Member State of establishment of the foreign investment company for verification of such information;

2) the payment of compensation in the amount of the difference between the amount of compensation to the remedies available to investors and the amount of the compensation paid by the system in force in the Member State of establishment of the foreign investment company, after receiving information from the supervisory authority in the Member State of establishment of the foreign investment company concerning the events referred to in article 1. paragraph 133. 2;

3) verification by the national depository rights of investors, on whose behalf the services are provided by a foreign investment firm as part of its branch in the territory of the Republic of Poland;

4) close cooperation between the national Deposit and management compensation system operator in the country of the headquarters of a foreign investment firm to provide investors with an efficient payment of compensation attributable to them.

12. the principles and mode, referred to in paragraph 1. 9, should provide for the method of determining the amount of compensation accruing to the individual investor-compensation schemes with a counterclaim to a foreign investment firm leading brokerage activity on the territory of the Republic of Poland in the form of a branch.

13. in the absence of the provisions of paragraph 1. 1-12, to attend a branch of a foreign investment firm on compensation, the provisions of this chapter shall apply mutatis mutandis.

Article. 137. [Annual donation] 1. Brokerage firms, subject to the provisions of paragraph 2. (5) and paragraphs 1 and 2. 18-20, shall contribute to the compensation system in each calendar year mandatory annual payment, hereinafter referred to as ' annual contributions, amounting to the sum of the product: 1) the rate of not more than 0.4% and the average state of investor cash;

2) rate of not more than 0.01% and the average value of the financial instruments of the last 12 months, owned by investors or recorded on the volume accounts.

2. By the value of the financial instruments held by investors or recorded on the volume accounts means the current price, determined in accordance with the rules laid down in the rules governing the specific accounting rules brokerages.

3. The average cash investors are understood to be the ratio of the amount of State funds to individual investors working days within a period of 12 months for the number of working days in that period.

4. By the average value of the financial instruments held by investors or recorded on the aggregate accounts shall mean the ratio of the sum of the values of the financial instruments held by investors or recorded in the accounts, to the individual working days within a period of 12 months, the number of working days in that period.


5. Custodians shall compulsorily to the compensation system in each calendar year annual payment in the amount of the product of the rate referred to in paragraph 1. 1 point 2 and calculated in accordance with the rules laid down in paragraph 1. 2 and 4, the average value of financial instruments traded on an organised market, from the last 12 months recorded in the accounts of investors or recorded on the volume accounts.

6. For the purposes of calculating the average state of cash, as referred to in paragraph 1. 3, and the average value referred to in paragraph 1. 4 and 5, shall not apply exclusions referred to in article 2. paragraph 132. 1 (1) (a). t 7. The amount of the rates referred to in paragraph 1. 1, for the following calendar year and shall transmit the national brokerage houses deposit no later than the end of the calendar year preceding the year in which the payment is to be brought.

8. the brokerage firms make annual contributions in four instalments, until the last working day of the month of the end of each calendar quarter, except that the installment for the first and second quarter are equal and shall be paid at the rate determined in accordance with paragraph 5. 1 and 5, and the installment for the third and fourth quarter are equal and shall be paid at the rate determined in accordance with paragraph 5. 1 and 5, according to the average of State funds and the average value of the financial instruments held by investors or recorded in the accounts, from the second half of the previous calendar year and the first half of the calendar year in which the contributions are made.

9. in the case where the sum of investors ' claims for compensation exceeds the amount of funds in the system, the value of the compensation owed, and still niewpłaconych rat on the annual contributions for the calendar year is paid within 7 days from the date of the summons to their brokerages of the National deposit.

10. in the case where the sum of compensation of investors ' claims exceed the amount of funds in the system of compensation and owed, and still niewpłaconych rat on the annual contributions for the calendar year, the amount of the annual contributions to be paid into the system in the same calendar year, may be increased by applying a rate no higher than the 1.8%.

11. The proper Minister of financial institutions, after consulting the Commission and the national depository shall, by regulation, the increase referred to in paragraph 1. 10, and determine the period for its payment, taking into account the need to ensure the implementation of the claims by investors.

12. In case of delay in payment of any of the payments referred to in paragraph 1. 8 and 9, or the amount referred to in paragraph 1. 11, the national Margin shall be entitled to a claim for payment of the compensation system of interest at the rate of interest charged to tax arrears. Extracts from the books of the national depository, signed by authorized members of the Board of the national depository and bear his stamp, indicating the existence of the undertaking of an entity covered by the compensation scheme and accompanied by a statement that based on these claims are due to the power of implementing titles without the need to obtain for them the clauses.

12A. In each calendar year, at the latest on expiry of the period for bringing the first installment of the annual contributions for this year, the national depository shall inform the Commission of the broker-dealers, obowiązanych to make annual contributions referred to in paragraph 1. 1, and their height.

13. If it is found that the brokerage does not perform or improperly executes obligations arising from participation in the compensation system, the national depository shall immediately inform the Commission thereof. To brokerage, which does not perform or improperly executes obligations arising from participation in the system of compensation, the Commission shall adopt the measures referred to in article 1. paragraph 167. 1 or 2.

14. Where a branch of the brokerage house established in another Member State does not perform or unduly perform obligations arising from participation in the compensation system, which proceeded, the Commission, after receiving from the system of the management entity of the information about the existence of those circumstances is working with this subject and shall take the measures referred to in article 1. paragraph 167. 1 or 2, in connection with the improper exercise by the brokerage house obligations arising from participation in this system.

15. where the Commission informed of by the relevant system operator compensation in another Member State for at least 12 months have elapsed and despite the measures referred to in article 1. paragraph 167. 1 and 2, a division of the brokerage does not perform or improperly executes obligations arising from participation in the compensation system of another Member State, the Commission may, when it occurs, the management entity of the compensation system of another Member State to give consent to the exclusion of the branch of the brokerage house with this system.

16. A branch of the brokerage informs the customer immediately about the exclusion from compensation system of another Member State, indicating in particular the date of foreclosure.

17. the Commission shall inform the relevant system operator compensation in another Member State, to which the troop proceeded, the brokerage house of one of the circumstances referred to in article 14(2). paragraph 133. 2.18. The obligation to contribute annual contributions to the compensation system by the brokerage firm shall be suspended in the case where the previous deposit brokerage house into the system reach the height determined in accordance with paragraph 1. 19. Does not exclude this obligation by brokerage house payment in connection with the increase of the rates referred to in paragraph 1. 10.19. The amount of funds resulting in the suspension of brokerage payments to the system of compensation shall be set up, in accordance with the rules of calculating the annual contributions, by applying ten times the rate referred to in paragraph 1:1). 1, paragraph 1, in relation to cash investors;

2) (2). 1 point 2, in relation to financial instruments or investors registered on the accounts of the aggregate.

20. in the case of an overrun of the amounts referred to in paragraph 1. 19, the national depository returns to the House of maklerskiemu surplus brought donated. Refund of surplus does not, in the case when this surplus is the result of the cessation of the brokerage business, which involves the obligation of paying contributions to the system.

21. The provisions of paragraph 1. 18-20 does not apply in the case where the payment was made, the compensation system for the benefit of investors – until, when the value of the assets of the compensation system will reach the level required by law.

Article. 138. [Return to participate in the ownership of] 1. The measures made by the brokerage firms called annual contributions and interest referred to in article 1. paragraph 137. 12, as well as the benefits derived from the management of these measures represent a fractional ownership the total participants in the system.

1a. in the case of exemption from participation in the compensation system, is returned to participate in the ownership of which would, in the case of the termination of her body ago. Is returned, provided that: 1) to the date of release of this entity from participation in the system of compensation is not made of the circumstances referred to in article 1. paragraph 133. 2 for any participant in the compensation system, and 2) during the period referred to in the rules of functioning of the system of compensation does not reveal circumstances which make compensation payments to investors who are clients of this entity.

1B. where any of the conditions referred to in paragraph 1. 1A, has not been met, the part of the entity exempt from participation in the system of compensation may be returned only in so far as it is not subject to the use for purposes related to the payment of compensation.

2. In connection with participation in the compensation system, brokerage houses form, expense, reserves to the amount of the payments made to the system. In the case of a refund of the excess contributions made brokerage house reduces the amount of the reserve created a surplus.

3. the measures brought by the brokerage house with the title of annual contributions, interest, referred to in article 1. paragraph 137. 12, as well as the benefits derived from the management of these measures shall not be subject to the enforcement activities of the Member property of the system.

Article. 139. [Security funds by the compensation scheme] 1. The compensation scheme protects the investors ' withdrawal referred to in article 1. paragraph 133. 2, less any brokerage duties of the investor in respect of the services provided, according to the State of one of the circumstances referred to in article 14(2). paragraph 133. 2, up to the equivalent in dollars of euro 3000-100% of the value of the measures covered by the compensation scheme, and 90% of the excess over that amount, except that the upper limit of the measures covered by the system of compensation is the equivalent in gold 22 000 euros, subject to the provisions of paragraph 2. 2.2. The upper limit of the measures covered by the system of compensation is as follows: 1) the equivalent in gold 15 000 from 1 January 2006 to 31 December 2006;

2) equivalent in gold 19 000 from 1 January 2007 to 31 December 2007.

3. To calculate the value of the euro in gold shall be the average rate for the Polish National Bank, in accordance with the posted exchange rate table, of the existence of the circumstances giving rise to the payment of compensation.

4. the amounts referred to in paragraph 1. 1 and 2, shall determine the maximum amount of investor claims regardless of how much and how many accounts have the measures referred to in article 1. paragraph 133. 2, or how many claims have receivables in the brokerage house.


5. Compensation paid to joint holders of financial instruments or funds shall not exceed the amount determined in accordance with paragraph 1. 1 and 2. Each of the joint owners shall be entitled to receive such part of the amount which corresponds to the amount of his share in the co-ownership. In the case of joint proprietorship of the total amount of the participation of the lay down provisions relating to the joint ownership in the event of its dissolution.

6. Compensation are paid according to the payout schedule but not later than within 3 months from the date of approval of this agenda by the national deposit.

7. in the event of exceptional circumstances that prevent compensation within three months, the Commission may, at the request of the national depository, extend the time limit for payment, no longer than for a further 3 months.

8. The national depository shall submit an application referred to in paragraph 1. 7, no later than 14 days before the expiry of the period for payment of compensation.

9. Claims for compensation shall lapse at the end of 5 years from the date of the occurrence of the circumstances giving rise to the payment of compensation.

10. The investor retains the right to recover from bankruptcy, brokerage house or sanacyjnej their claims over the amount referred to in paragraph 1. 1 and 2.

Article. 140. [obligations of the trustee or administrator] 1. The official receiver or the liquidator is obliged without delay but not later than within six months from the date of bankruptcy or brokerage house to open reorganisation proceedings, determine and submit in writing to the national Margin: 1) drawn up according to the model laid down by the national Deposit, a list of investors entitled to receive compensation, detailing the circumstances which are the basis to recognize customers brokerage house for investors, the amounts of cash and the value of the financial instruments that investors for which he is entitled to compensation, and calculated the amounts of compensation payable to individual investors, together with an indication of how their calculation;

2) the amount of liquid funds in the brokerage house in bankruptcy, systemic mass or weight according to the sanacyjnej at the date of bankruptcy or restructuring proceedings are opened;

3) the amount of expenditure relating to the payment of the salaries of employees of the bankrupt or restrukturyzowanego brokerage house, and the amount of current expenditure related to the costs of the insolvency proceedings or restructuring costs incurred to date the list of investors, increased by the amount of necessary expenses related to the payment of compensation, along with the current amount of cash in the brokerage house at the disposal of the official receiver or liquidator;

4) schedule.

1a. the findings of the information referred to in paragraph 1. 1, the official receiver or trustee shall be made on the basis of the accounts of the brokerage house, subject to the provisions of paragraph 2. 1B. 1b. Determine the circumstances forming the basis to recognize customers brokerage house for investors eligible for compensation of the trustee or the administrator shall also, on the basis of the data contained in the appropriate registers or other official data, (a) as regards the determination of the persons referred to in article 1. paragraph 132. 1 (1) (a). s, also on the basis of the relevant statements received from clients of brokerage house.

2. the national Deposit within 30 days of the checks submitted by the trustee or the administrator a list of investors in terms of compliance with the requirements referred to in paragraph 1. 1 (1), the calculation of the amounts of compensation for compliance with the Act and the schedule of payments referred to in paragraph 1. 1 point 4.

3. In the event of justified doubts as to the specified by the administrator or an amount of expenditure referred to in paragraph 1. 1, paragraph 3, the national Deposit returns to the referee about the authorisation of expenditure article mode. 168 of the Act of February 28, 2003 – bankruptcy or article. 32 of the Act of 15 may 2015-restructuring Law, which shall not prevent the national depository of the resolution by the parties agree on the payment of compensation.

4. Where a national Deposit finds that the list of investors does not correspond to the conditions referred to in paragraph 1. 1 (1), refuses to accept it and returns it to the official receiver or the liquidator, shall immediately inform the judge-Commissioner.

5. The official receiver or the trustee is required to remove the deficiencies pointed out by the national depository not later than 14 days.

6. Once the list of receivables, inventory or receivables, after claims legitimate court trustee or Manager completes the list referred to in paragraph 1. 1, paragraph 1, of the investors ' claims not covered by this list. To the provisions of paragraph 1, investors list additions 1-5 shall apply by analogy.

7. In relation to the claims of the investors in respect of compensation not covered by the list referred to in paragraph 1. 1, paragraph 1, adopted by the national Deposit, including its follow-ups, which they take into account when making payments of compensation can only be a valid court decision stating the right of the investor to receive compensation and its height. In this case, the investor is entitled to a claim to a national Deposit for payment of compensation.

Article. 141. [Resolution of the insolvency administrator or the administrator for the compensation] 1. The Board of the national depository, within 7 days from the date of adoption of the list referred to in article 1. paragraph 140. 1, point 1, shall take and make available to the public, through advertisements in two newspapers with nationwide, the resolution of the trustee or the administrator of the amounts for the payment of compensation, subject to the provisions of paragraph 2. 3.2. The resolution referred to in paragraph 1. 1 specifies: 1) the amount of funds transferred to the trustee or the trustee for the payment of compensation, which is the difference of the sum owed to investors and brokerage cash compensation, less the expenditure referred to in article 1. paragraph 140. 1, paragraph 3;

2) way of making by the trustee or the administrator of the compensation payments, including dates and place of payment.

3. the amount of the compensation shall be in full participation in the system, which is entitled maklerskiemu home in bankrupt or restructuring.

4. The amount of the compensation, submitted on the basis of the resolutions of the Board of the national depository to the trustee or the administrator, not included in bankruptcy, systemic mass, or mass of sanacyjnej and may not be used by the official receiver or trustee for any other purpose than the payment of compensation.

Article. 142. [the claim for reimbursement of compensation] for transfer to the trustee or the administrator or compensation payments the national Margin shall be entitled to claim bankruptcy, sanacyjnej or restrukturyzowanego for the reimbursement of brokerage house to the compensation system provided or paid amounts in bankruptcy are settling in the first category, referred to in article 14(2). 342 paragraph 1. 1 paragraph 1 of the law of 28 February 2003 – bankruptcy, after settling for a job. The claim for repayment does not cover that part of the transferred or paid the amount corresponding to the compensation system of the bankrupt brokerage house or in restructuring.

Article. 143. [obligation to make compensation payments] 1. The official receiver or the trustee is obliged to make compensation payments under the conditions laid down by the law and the resolution of the Board of the national depository, referred to in article 14(2). paragraph 141. 1, in accordance with the schedule of payments.

1a. where is the criminal proceedings in which there is a reasonable suspicion that the measures covered by the compensation scheme may be related to the offence referred to in article 2. 299 of the Act of 6 June 1997, the Penal Code (Journal of laws No. 88, item 553, with further amendments), the Prosecutor may by order suspend the payment of the compensation attributable to the investor in respect of the time marked, no longer than 3 months.

1B. the provision referred to in paragraph 1. 1A, defines the scope, method and date of suspension. The order shall be entitled to appeal to the competent court to hear the case.

1 c. suspension of payment falls, if, within the period referred to in paragraph 1. 1B, will not be issued a freezing order property.

1 d. the provisions of paragraph 1. 1A – 1 c shall apply mutatis mutandis in cases where the compensation payments shall be made by the national deposit.

1E. In matters relating to withhold any pay out compensation under the Act the provisions of the Act shall be regulated by the agreement of 6 June 1997-the code of criminal procedure (Journal of laws No. 89, item 555, as amended).

2. After the completion of the withdrawals, the insolvency administrator or the administrator shall settle sums and shall draw up a report, which shall transmit the national Margin within 21 days from the date of the completion of the withdrawals. In this period, the trustee or administrator shall transmit the national Margin, returned to the compensation system, the amount of outstanding claims to investors and interest calculated on the amount transferred by the national depository for the payment of compensation by the bank leading the Bill, which was paid this amount.

3. the national Deposit control compliance by the trustee or the administrator of the compensation payout conditions brokerage house, referred to in the Statute and in the resolution of the Board of the national depository, referred to in article 14(2). paragraph 141. 1.4. Of irregularities brought to light in the course of control of the national depository shall notify the referee calling the administrator or the administrator to remove them.

Article. 144. [the amount returned to the national Margin] 1. Claims rights to the investor in relation to the insolvency mass of sanacyjnej or restrukturyzowanego brokerage house, the amounts paid in respect of the compensation to pass under the law on the national depository, which pursues them to the compensation system.

2. the amounts refunded by the trustee or the official receiver Margin National as specified in article 3. paragraph 143. 2 do not reduce the claims of the national depository for the insolvency mass of sanacyjnej or restrukturyzowanego brokerage in respect of the transfer of cash for the payment of compensation.


Article. 145. [the consequences of the dismissal of an application for bankruptcy] 1. Where there will be a final dismissal of the application for bankruptcy due to the fact that the assets of the brokerage house is not enough or only enough to cover the costs of the proceedings, or the remission of insolvency proceedings, or a finding by the Commission of the circumstances referred to in article 14(2). paragraph 133. 2 paragraph 3, or if the debtor restructuring proceedings will not be deprived of the Executive Board: 1) of the Act, referred to in article 1. paragraph 140. 1 points 1-3, para. 1a-1b and paragraph 1. 5, made by the official receiver or trustee, the Executive Board compensation system participant, the participant's komplementariusze system, referred to in article 1. 95 paragraph 1. 1 point 2 and 4, or a person authorized to represent the participant system, referred to in article 1. 95 paragraph 1. 1 points 5 and 6, or other persons authorized to represent the participant, with the exception of the representatives;

1A) of the Act, referred to in article 1. paragraph 143. 1, the national depository;

1B) the provisions of article 4. paragraph 140. 1 paragraph 4, art. paragraph 141. 1, 2 and 4 and paragraphs 1 and 2. 4 and art. paragraph 143. 2-4 shall not apply;

2) the provisions of article 4. paragraph 139. 6, art. paragraph 140. 2 and 4-7, art. paragraph 141. 3, art. paragraph 143. 1 – 1 c and article. 144 shall apply mutatis mutandis;

3) national depository may order the examination of the correctness of the calculation of the expenditure referred to in article 1. paragraph 140. 1, paragraph 3, by the statutory auditor, who, by performing outsourced activities is authorised to inspect the books and documents of the participant system;

4) (repealed).

1a. In the case referred to in paragraph 1. 1, paragraph 1a, the Board of the national depository, within 7 days from the date of adoption of the list referred to in article 1. paragraph 140. 1, paragraph 1, it shall take a resolution on compensation payments and make it available to the public by way of publication in two newspapers with nationwide. Resolution determines the amount for compensation, a way of making payments, schedule and place of payment of compensation.

1B. After the completion of the national depository for settlement made payment of sums and shall draw up a report, which shall communicate to the Commission within a period of 21 days from the date of the completion of the withdrawals.

2. in the case of the opening of reorganisation proceedings brokerage, investor claims against the debtor in respect of the services provided on their behalf in respect of the activities referred to in article 1. paragraph 69. 2 and paragraphs 1 and 2. 4, point 1, to the amount of their compensation, are not covered by the agreement, and in the vote on the agreement, alongside other creditors may attend only the investors whose claims against the debtor are higher than their compensation, and only to the extent that this excess.

Article. 146. [report on the activities of the compensation system] 1. The national depository shall report annually to the Commission on the activities of the compensation system for the preceding year, not later than within 3 months from the date of the end of the previous financial year.

2. the report on the activities of the compensation system is subject to examination by the entity entitled to audit accounts.



SECTION VI access to information about specific chapter 1 secrecy Art. 147. [secrecy] professional secrecy covers information obtained by a person referred to in article 18(2). 148 paragraph 1. 1, in connection with activities undertaken in the framework of the business remain in employment, or other legal relationship of a similar nature relating to interests protected by carrying out activities related to trade financial instruments, or other activities in the framework of the law and regulated activities covered by the supervision of the Commission or foreign supervisory authority, as well as on the activities undertaken in the framework of implementation of this surveillance, in particular information containing : 1) the personal data of the parties to the contract or other legal act;

2) the content of the agreement or legal action;

3) data about the assets the parties to the contract, including the designation of the securities account, another account, which are financial instruments that are not securities, or cash account used to support these bills, and the indication of the number of financial instruments, and the value of the funds in those accounts;

4) determination of bulk-bill number and the designation of the saved on the financial instruments and the persons entitled to these financial instruments.

Article. 148. [Entities required to maintain professional secrecy] 1. The obligation of professional secrecy are required: 1) brokers and advisers;

2) persons forming part of statutory bodies: a) investment firm, b) (repealed), c) Trust Bank, brokerage, freight) performs the actions associated with the marketing of non-financial instruments securities, e) companies Exchange and OTC market leading companies, f), (g) national depository) of the Chamber referred to in article 14(2). 92, h) associations and associations of brokers, advisers, issuers of dematerialised securities or banks and trust companies, clearing Chamber) j) companies engaged in clearing, k) companies, which gave the national depository activities referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2, l) investment company agent;

3) (repealed);

4) people in employment, or other legal relationship of a similar nature with the entities referred to in point 2;

5) persons in employment, or other legal relationship of a similar nature from non-parties in respect of the order or any other legal relationship of a similar nature with the entities referred to in point 2;

6) persons included in the composition of the Advisory Panel referred to in article 2. paragraph 46. 5;

7) other persons, if such obligation arises from the provisions of other laws.

2. The obligation of professional secrecy, there is also after the cessation of the legal relationship referred to in paragraph 1. 1. 149. [Disclosure at the request of the professional secrecy] subject to article. 150-153 and article. 20, art. 21, art. 23. 25 of the law on supervision, information professional secrecy, which is in the possession of the natural persons referred to in article 1. 148 paragraph 1. 1, are disclosed only on request: 1) the Court or the public prosecutor in connection with the ongoing criminal proceedings or proceedings for the offence of tax authorities;

2) the Court or the public prosecutor in relation to the making of an application for legal aid, originating from a foreign State, which under the ratified international agreements binding on the Republic of Poland shall have the right to request for information of the kind covered by the obligation of professional secrecy;

3) Court in connection with the ongoing civil proceedings in the case, in which a party is an entity which is a party to the agreement or any other action covered by this mystery-in terms of information about this entity;

4) Inspector of tax Control in connection with ongoing tax inspection authority concerned in the case of: (a) the offence or tax tax offence) against a natural person that is a party to the contract or any other legal action covered by the obligation of professional secrecy, information about that person, (b) the offence is committed in the performance of tax) related to the activities of a legal person or an organizational unit does not have a legal personality , which is a party to the contract or any other legal action covered by the obligation of professional secrecy-in terms of information about this legal person or organizational unit;

5) the President of the Supreme Chamber of control or authorised by the controller it is in respect of information concerning the controlled entity necessary to establish the facts in proceedings concerning the control of that undertaking, referred to in the Act of 23 December 1994 on the Supreme Chamber of control (OJ of 2012 item 82, 1529 and 1544);

6) of an entity entitled to auditing an entity referred to in article 2. 148 paragraph 1. 1, paragraph 2, on the basis of his contract-specific accounting rules information;

7) Internal Security Agency, the Military Counterintelligence, intelligence agencies, military intelligence, the Central Anti-corruption, police, military police, border guards, prison officers, Government Protection Bureau and their authorised officers or soldiers in writing-to the extent necessary for the conduct of the screening on the basis of the provisions for the protection of classified information;

8) police, if it is necessary to effectively prevent crime, its detection or determination of the offender and obtaining evidence, on the basis of and as defined in article 3. 20 of the Act of 6 April 1990 on the police (Journal of laws of 2011 No 287, poz. 1687, d.);

the Central Anti-corruption Office 8A), if it is necessary to effectively prevent crime, its detection or determination of the offender and obtaining evidence, on the basis of and as defined in article 3. 23 of the Act of 9 June 2006 on the Central Office Antykorupcyjnym (OJ of 2012. poz. 621, with further amendments);

9) the bailiff in connection with ongoing security investigation or enforcement on claims to an entity that is a party to the agreement or any other legal action covered by the obligation of professional secrecy-in terms of information about this entity;

10) administrative enforcement authority and the central liaison office referred to in article 2. 9 of the Act of October 11, 2013, on mutual assistance in the investigation of taxes, customs duties and other charges (OJ poz. 1289), in the exercise of their statutory tasks;

11) monitor the auction, as referred to in article 1. paragraph 53. 1 Regulation 1031/2010;


11) [4] Financial Ombudsman, referred to in article 1. 11 of the Act of August 5, 2015. for consideration of the complaint by the actors of the financial market and the Financial Ombudsman (OJ poz. 1348), to the extent necessary for the implementation of the laws by the task.

Article. 150. [non-communication infringement of professional secrecy] 1. Without prejudice to the obligation of professional secrecy for providing the information which the mystery: 1) directly to the person to whom the information relates, or any other entity to which the person has provided written authorization to receive such information, subject to the provisions of paragraph 2. 2;

2) in the notice of offence and the documents to be transmitted in addition to the notice;

3) Inspector General financial information – to the extent and on the terms laid down in the Act of 16 November 2000 on counteracting money laundering and the financing of terrorism;

4 The tax inspection Supervisor) or persons authorised by him-to the extent necessary to carry out its statutory tasks;

5) the head of the National Criminal information centre – on the principles set out in separate provisions, to the extent necessary to carry out its statutory tasks;

6) tax authorities and Customs authorities-on the principles set out in separate provisions, to the extent necessary to carry out their statutory tasks;

7) by brokerage house to the Bank being in relation to a parent entity, within the meaning of article brokerage house. 4. paragraphs 1 and 2. 1 point 8 of the Act of 29 August 1997 – banking-for the preparation of consolidated financial statements and the financial supervision Commission to the extent necessary for the exercise of supervision on a consolidated basis over the Bank;

7A) by the entity under brokerage house in the Republic of Poland or in a Member State other obligations referred to in the provisions of section IV of Chapter 1 of Division 2a or regulation 575/2013, in so far as this is necessary to comply with these obligations;

7B) between subsidiaries and the dominant capital group, the brokerage firm, if the information is within the scope of supervision on a consolidated basis, in so far as the transfer of such information is necessary to comply with the obligations referred to in article 1. 110b. 110 c, art. 110e, art. 110 g of paragraph 1. 2, art. 110. 110p, art. Article 110q 110V or article. 110w;

8) by investment firms and custodians: a) in the case referred to in article. 54. 152, b) to the extent and on the terms laid down in the Act of 9 April 2010 for the provision of information and data exchange (OJ No 81, poz. 530, as amended);

9) by the brokerage firm, a foreign legal person referred to in article 14(2). 115 paragraph 1. 1, or by a foreign investment firm: (a) the lead entity within the meaning of article). 4. paragraphs 1 and 2. 5 and 6 of the law on the supplementary supervision, b) the Coordinator within the meaning of article 4. 3, paragraph 19 of the law on the supplementary supervision, c) Foreign Service Coordinator within the meaning of article 3. 3. paragraph 20 of the law on the supplementary supervision-in the implementation of the obligations set out under the supplementary supervision;

10) by the national deposit, the company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 points 1-6, brokerage houses, banks and trust banks brokerage activities, referred to in article 4. paragraph 81. 3 of the Act of 11 September 2015. about the business of insurance and reinsurance;

11) by participants in the national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 points 1-6, public company, in the case referred to in article 1. 91 paragraph 1. 11 of the Act on public offering;

12) between the Commission or the competent supervisory authority in another Member State and: (a) persons entitled to financial reports research entity) brokerage, the Bank established the brokerage, Trust Bank or entity entitled to audit accounts of a foreign investment firm, b) judge-Commissioner, Superintendent of the Court, the insolvency practitioner or Manager or liquidator brokerage, the Bank established the brokerage, Bank or trust the body responsible for the conduct of insolvency proceedings, winding-up or a foreign investment firm-if the information is necessary for the performance of supervisory tasks by the Commission or the competent supervisory authority in another Member State or to the effective conduct of the insolvency proceedings, the exercise of the Board mass bankruptcy or winding-up, or-in respect of information referred to the provisions of the accounting for the purposes of the examination of the financial statements of these brokerage houses, banks or foreign investment firms;

13) National Margin-if the information is necessary for the performance of its statutory tasks, in particular relating to the establishment, organization and management compensation system;

13A) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. (2) if the information is necessary for the performance of those activities;

13B) by the national escrow company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 4 or 5 or paragraph. 2 section 3 of the issuer of the securities, the executing entity outside the territory of the Republic of Poland, the task of the central register of securities or the settlement of transactions in securities or the holder to conduct outside of the territory of the Republic of Poland, on which they are registered securities, through which the securities covered by this information, are recorded in the securities depository, in the cases referred to in article 1. 54 paragraph 1. 2;

14) by the Commission or its authorized representative: a) to the public as regards the content of the resolutions and decisions taken in individual cases, if for the sake of the interests of the markets in financial instruments, commodities market or market for investment funds, the Commission considered the transfer of such information to be reasonable, b) to the public in the manner and under the conditions referred to in article 1. 25 paragraph 1. 1 and 2b supervision Act, (c)) in the investigation, in the case referred to in article 1. 38 paragraph 1. 5 of the law on supervision, d) in the cases referred to in article 1. 20. 23 of the law on supervision, e) in the cases referred to in article 1. 151 and article. 21 paragraph 1. 1, art. 21A and article. 22 of the law on supervision, as well as in the article. paragraph 96. 11 of the Act on public offering, f) available to the public in terms of the results of stress tests carried out in accordance with article 4. 110T;

15) by the Commission or its authorized representative: (a)) (repealed) (b)) to the President of the Polish National Bank, where this information is necessary in order to implement the statutory tasks of the Polish National Bank in the field of monetary policy and payment systems oversight, c) in the case of auction Monitoring Committee referred to in article 2. paragraph 53. 3 and 4 of Regulation No 1031/2010 d) Committee on financial stability and the European Banking Authority, the European Insurance and occupational pensions Authority, the European Securities and markets authority the authority, the European Council on systemic risk, the European system of central banks, the European Central Bank, central banks in other Member States and the competent supervisory authority, to the extent necessary for the performance of the tasks laid down by law;

16) in the cases referred to in article 1. 40. paragraph 89. 4. 161;

17) by the investment firm or bank trust in connection with the conclusion or implementation of a contract related to brokerage activity or trustee, unless the transfer of such information is necessary for the conclusion or performance of a contract;

18) by companies regulated market auction monitoring – in respect of the implementation of the obligation referred to in article 2. paragraph 53. 3 and 4 of Regulation No 1031/2010.

2. the persons referred to in article 1. 148 paragraph 1. 1, are required to keep secret the information about the award of the police information on the principles referred to in article 1. 20 paragraph 1. 4-10 of the Act of 6 April 1990 on the police, and the notification referred to in article 1. 20 paragraph 1. 13 of this Act. Secrecy applies to people, which this applies, and third parties, with the exception of those representing the Commission and the staff of the Office of the Commission, where this information is submitted in connection with the performance of supervisory tasks specified by law.

Article. 150A. [information submitted in the framework of non-breach of professional secrecy] without prejudice to the obligation of professional secrecy the transmission by the Commission to the competent Minister of public financies information within the framework of cooperation in the implementation of the tasks of the competent authority within the meaning of regulation 236/2012.

Article. 151. [Transmission by the Commission of the information professional secrecy], the Commission might also convey in its possession information which professional secrecy: 1) or disciplinary action disciplinary court of the Ombudsman Association bringing together brokers or advisers, only to the extent necessary to determine, for the purpose of initiating or conducting disciplinary proceedings, infringement of the rules of professional conduct by a broker or adviser;

2) Ombudsman for the Court or the Chamber of the Court, solely to the extent necessary to determine for the purposes of the proceeding, infringement by a member of the Board of ethics or the rules of fair practice of commercial activities;


3) National Margin, the company leading the House account, the company leading a clearing house, the company leading the stock exchange or OTC market leading company, as far as the transfer of such information is necessary to perform the statutory tasks of these bodies;

4) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2 unless the transfer of such information is necessary for the performance of those activities.

Article. 152. [information on disclosure] investment firms and custodians can provide, subject to the obligation of professional secrecy, their disclosure information in relation to the customers for the services provided, in so far as this information is necessary to protect their interests against irregular.

Article. 153. [other entities required to maintain professional secrecy] 1. The obligation of professional secrecy to persons to whom such information secret are revealed in the cases referred to in article 1. 149-152 or article. 20, art. 21. 23 of the law on supervision, unless the disclosure of such information by these people allow the provision of the law.

2. the persons referred to in article 1. 148 paragraph 1. 1, and the persons referred to in paragraph 1. 1 be responsible for damages arising out of the unauthorised disclosure of information which is secret and use it in accordance with its intended purpose.

3. persons referred to in article 1. 148 paragraph 1. 1, shall not be liable for damage resulting from the disclosure and use of misuse of information representing the professional secrecy by the persons to whom such information has been provided on the basis of article. 149-152 or article. 20, art. 21. 23 of the law on supervision.



Chapter 2 confidential information Article. 154. [other entities required to maintain professional secrecy] 1. Confidential within the meaning of the Act is defined in such a way as to precision-information concerning, directly or indirectly, to one or more issuers of financial instruments, one or more financial instruments or acquire or dispose of such instruments, which has not been transmitted to the public, and that such a transfer could significantly affect the price of those financial instruments or on the price of related derivative financial instruments While the information: 1) is specified in the precision when indicates the circumstances or events that have occurred or that can reasonably be expected, and her character sufficiently allows you to assess the potential impact of these circumstances or events on the price or the value of the financial instruments or on the price of related derivative financial instruments;

2) available to the public after the transfer could substantially affect the price or the value of the financial instruments or on the price of related derivative financial instruments, when it could be used for making investment decisions by rationally acting investor;

3) in relation to persons engaged in the performance of financial instruments available, has the nature of confidential information, even when it was transferred to that person by the investor or any other person having knowledge of such dispositions, and concerns made by the investor acquire or dispose of financial instruments available under the conditions referred to in points 1 and 2.

2. in the case of derivative financial instruments, which the base instrument is a commodity, it is considered confidential as defined in such a way as to precise information concerning, directly or indirectly, in one or several of such instruments, which has not been transmitted to the public, and which, in accordance with accepted market practices, they could expect participants in the market. In particular, they can expect the transmission of such information, which should be subject to regular provision of market participants, or where disclosure is required, in accordance with the provisions of the contracts and usages prevailing in the relevant market.

Article. 155. (repealed).

Article. 156. [prohibiting the use of confidential information] 1. Anyone who: 1) has information confidential in connection with the exercise of the powers in the organs of the company, owning shares in a company or in connection with access to confidential information by virtue of employment, occupation, and against orders, or other legal relationship of a similar nature, and in particular: a) the members of the Management Board, supervisory board, prokurenci or acting as agents of the issuer or the issuer, its employees, auditors or other persons dependent from the issuer or the issuer in respect of the order, or other legal relationship of a similar nature, or (b)) the shareholders of the company, or (c)) persons employed or perform the functions referred to in point (a). and, in a subsidiary undertaking or parent to the issuer or issuers of financial instruments admitted to trading on a regulated market or which are the subject of applying for admission to trading on such a market, or remaining with this entity in respect of an order, or other legal relationship of a similar nature, or d) brokers or advisors, or 2) has information confidential as a result of the offence, or 3) has produced a confidential information in a manner other than that specified in points 1 and 2 If he knew, or by displaying the due diligence to find out that it is confidential information-cannot use such information.

2. the persons referred to in paragraph 1. 1 may not: 1) disclose confidential information;

2) provide recommendations or encourage another person on the basis of the confidential information to acquire or dispose of financial instruments to which that information relates.

3. in the case of obtaining confidential information by a legal person or an organizational unit without legal personality, the prohibition referred to in paragraph 1. 1, also applies to individuals who are involved in investment decisions in the name of or on behalf of the legal person or organizational unit does not have a legal personality.

4. Use of confidential information is an acquisition or disposal, on its own account or a third party, financial instruments, on the basis of the confidential information that is in the possession of that person, or on its own account, or a third party, another legal action causing or likely to cause the regulation to such financial instruments, if these instruments: 1) are admitted to trading on a regulated market within the territory of the Republic of Poland or any of the other Member States or are the subject of applying for admission to trading on such a market, regardless of whether the transaction, which is the instrument, shall be made in this market, or 2) are not admitted to trading on a regulated market within the territory of the Republic of Poland or of another Member State, and their price or value depends, directly or indirectly, from the price of the financial instrument referred to in point 1;

3) are made to the alternative trading system organized on the territory of the Republic of Poland, or are the subject of the claim to such a system, regardless of whether the transaction, which is the instrument, is made in the alternative trading system, or 4) are not made to the alternative trading system organized on the territory of the Republic of Poland, and their price or value depends, directly or indirectly, from the price of the financial instrument referred to in point 3.

5. the Disclosure of confidential information is a transfer, enabling or facilitating entry into possession by an unauthorized person of confidential information concerning: 1) one or more issuers or issuers of financial instruments referred to in paragraph 1. 4 point 1;

2) one or more of the financial instruments referred to in paragraph 1. 4 point 1;

3) the acquisition or disposal of financial instruments referred to in paragraph 1. 4 point 1.

6. The prohibition on the disclosure of confidential information shall not affect the transfer of that information: 1) by a person referred to in paragraph 1. 1 if it is necessary for the normal exercise of the activities within the framework of their employment, profession or duties, and at the same time, it is ensured that the persons to whom information is transferred in this mode, the confidentiality of the information;

2) in the manner and under the conditions referred to in article 1. 25 paragraph 1. 1 and 1a of the Act on the supervision;

3) on the basis of: (a)) article. 160 paragraph 1. 3 and 4 (b)) article. 24 the law on supervision, c) article. 66 of the Act on public offering;

4) by the Commission or its authorized representative With the Inspector of financial information to the extent and on the terms set out in separate provisions;

5) in connection with carrying out the activities referred to in paragraph 1. 7, points 1-3;

6) by the issuer on the company's leading regulated market, in connection with the submission by the issuer of the request for the suspension of the marketing of certain securities or financial instruments.

7. Shall not use confidential information: 1) transactions for execution of statutory tasks in the field of monetary policy, or foreign exchange State or public debt management, concluded by a person entitled to represent the appropriate State bodies, including the Polish National Bank, as well as by the European System of central banks;

2) acquisition of financial instruments in order to stabilize their prices traded on a regulated market, in the mode, time limit and under the conditions laid down in the provisions referred to in article 1. paragraph 39. 3, paragraph 1;

3 the acquisition by the company of its own shares) public or its operator, mode, time limit and under the conditions laid down in the provisions referred to in article 1. paragraph 39. 3, paragraph 1;


4) regarding the performance of the contract to dispose of or acquire financial instruments concluded in writing of the date of a prior to obtaining confidential information;

5) transactions or the purchase of financial instruments by the applying entity-if this occurs as a direct result of the settlement of the transaction.

8. Prohibition of provision of recommendation, or inciting another person on the basis of the confidential information to acquire or dispose of financial instruments covered by this information, without prejudice to the transfer of information in connection with carrying out the activities referred to in paragraph 1. 7, points 1-3.

Article. 157. [in the case of disclosure of professional secrecy] where, in the course of the actions referred to in article 1. paragraph 156. 6, point 1, the issuer or the issuer of the financial instruments admitted to trading on a regulated market within the territory of the Republic of Poland or any of the other Member States, regardless of whether the transactions, which subject is the instrument, shall be made in this market, or persons acting on his behalf or on his behalf disclose confidential person who is not entitled is required in cases where the disclosure was intentional to simultaneously forward this information to the Commission and the company leading the regulated market on which the securities of the issuer are recorded and made available to the public in the manner referred to in article 4. paragraph 56. 1 of the law on public offering and, in the case where the disclosure occurred unintentionally, to her immediate transfer, unless other legislation or the provisions of the relevant contract or the Statute stems the obligation to maintain the confidentiality of such information by that person.

Article. 158. [obligation to draw up and keep separate lists of individuals having access to certain confidential information] 1. The issuer or the issuer of the financial instruments admitted to trading on a regulated market within the territory of the Republic of Poland or any of the other Member States, regardless of whether the transactions, which subject is the instrument, shall be made in this market, is obliged to draw up and keep separate lists of individuals having access to certain confidential information, which remain with the issuer or any other person acting on his behalf or on behalf of the in employment, orders, or other legal relationship of a similar nature, including performing the functions of the supervisory bodies of the issuer.

2. Upon the entry of a person that has access to certain confidential information in the list referred to in paragraph 1. 1, the issuer should instruct that person of the criminal and administrative implications relating to the unlawful disclosure of confidential information, including those resulting from their inadequate security, or use such information.

3. at the request of the Commission or its authorized agent, the issuer shall transmit the list referred to in paragraph 1. 1, entering the next people on the list after the date of its preparation and of any changes in the data contained therein.

Article. 159. [a period of closed] 1. The persons listed in the article. paragraph 156. 1 (1) (a). and may not, during the closed period, acquire or dispose of own-account or a third person, the issuer's shares, derivative rights relating to the issuer's shares and other financial instruments associated with them or the carry out, on its own account or for a third party, other acts causing or likely to cause the regulation of such financial instruments.

1a. The persons listed in the article. paragraph 156. 1 (1) (a). and may not, during the closed period acting as an organ of the legal person, take action, whose purpose is to acquire or dispose of by that legal person or a third person on its own account, the issuer's shares, derivative rights relating to the issuer's shares and other financial instruments associated with them or take action causing or likely to cause financial instruments such as regulation by that legal person , on its own account or a third party.

1B. The provisions of paragraph 1. 1 and 1a shall not apply to activities carried out: 1) by the established brokerage, which a person referred to in article 14(2). paragraph 156. 1 (1) (a). and, commissioned portfolio management of financial instruments in such a way as to turn off intrusion in her on account of the investment decisions, or 2) in the implementation of the agreement regarding the disposal or acquisition of shares of the issuer, the rights of derivatives issuer's shares and other financial instruments associated with them in the writing of a date before the commencement of the running of the period closed, or 3) as a result of the filing by person referred to in article 14(2). paragraph 156. 1 (1) (a). and, writing in response to the announced call to save up for sale or exchange of shares, in accordance with the provisions of the Act on public offering, or 4) in the light of the obligation of notice by the person referred to in article 14(2). paragraph 156. 1 (1) (a). a call to save up for sale or exchange of shares, in accordance with the provisions of the Act on public offering, or 5) in connection with the implementation by an existing shareholder of the issuer, warrants or 6) in connection with the offer to employees or people included in the statutory bodies of the issuer, provided that information on such an offer is made publicly available before the start of the course of the period.

2. a closed Period is: 1) the period of entry into possession by a natural person referred to in article 18(2). paragraph 156. 1 (1) (a). and confidential information relating to the issuer or financial instruments referred to in paragraph 1. 1, complying with the conditions referred to in article 1. paragraph 156. 4, to forward this information to the public;

2) in the case of the annual report – two months before submitting a report to the public or the period between the end of the financial year and the transfer of this report available to the public if this period was shorter than first indicated-unless the person mentioned in the article. paragraph 156. 1 (1) (a). and did not have access to financial data on the basis of which the report is made;

3) in the case of the half-yearly report is one month before the transfer of the report to the public or the period between the end of the relevant six-month period and the transfer of this report available to the public if this period was shorter than first indicated-unless the person mentioned in the article. paragraph 156. 1 (1) (a). and did not have access to financial data on the basis of which the report is made;

4) in the case of quarterly report – two weeks before submitting the report to the public or the period between the end of the quarter concerned and the transferring of this report available to the public if this period was shorter than first indicated-unless the person mentioned in the article. paragraph 156. 1 (1) (a). and did not have access to financial data on the basis of which the report is made.

Article. 160. [transmission of information to the Commission about transactions concluded by the person entering in the composition of the governing bodies] 1. People: 1) forming part of the managing or supervisory bodies of the issuer, or its prokurentami, 2), with the organizational structure of the issuer management functions that have continuous access to confidential information concerning, directly or indirectly, the issuer and the responsibility for making decisions affecting the development and prospects of doing business – are required to communicate to the Commission and to the issuer of the information contained by these persons and persons closely associated with them , for its own account, the transactions to acquire or dispose of shares of the issuer, the rights of derivatives issuer's shares and other financial instruments related to these securities admitted to trading on a regulated market or which are the subject of applying for admission to trading on such a market.

2. By a person closely related to a person referred to in paragraph 1. 1, it is understood: 1) the spouse or the person remaining with her actually in cohabitation;

2) dependent children of her dependants or persons associated with that person in respect of the adoption, custody or guardianship;

3) other relatives and powinowatych, who will remain with her in the common household for a period of at least one year;

4): a) in which the person referred to in paragraph 1. 1, or a person closely bound, referred to in paragraphs 1 to 3, shall enter into the composition of their governing bodies or supervisory bodies, or in which the organizational structure of management functions and has access to confidential information concerning the entity and responsibility for taking decisions affecting the development and prospects of business, or (b)) that are directly or indirectly controlled by the person referred to in paragraph 1. 1, or a person close to her, referred to in paragraphs 1 to 3, or c) for which the person referred to in paragraph 1. 1, or a person closely bound, referred to in paragraphs 1 to 3, reaping profits, (d)) whose economic interests are economic interests equivalent to those referred to in paragraph 1. 1, or a person closely related, referred to in points 1-3.

3. the entities referred to in paragraph 1. 2 point 4, are required to provide the persons referred to in paragraph 1. 1, and closely related to the these people the information they need to comply with the obligation referred to in paragraph 1. 1.4. The issuer is required to promptly share information received pursuant to paragraph 2. 1, at the same time the company leading the regulated market on which the securities of the issuer are recorded and made available to the public in the manner referred to in article 4. paragraph 56. 1 of the law on public offering.


5. The proper Minister of financial institutions determines by regulation: 1) detailed the scope of the information referred to in paragraph 1. 1, and the mode and date of their transmission by the person required, 2) the specific scope, mode and time to share this information by issuers, 3) particulars, which should include a list of persons who have access to certain confidential information referred to in article 14(2). 158, way of doing this list and its updates, and the term of its store-with a view to ensuring proper implementation of the Commission's tasks in the field of supervision and the need to ensure access for market participants to information.

Article. 161. [obligations of the entities supervised] 1. Supervised entities referred to in article 1. 5 points 1, 2, 12 and 13 of the Act on the supervision, shall immediately inform the Commission of any reasonable suspicion of unlawful disclosure or use of confidential information to the extent and under the conditions referred to in article 1. 40.2. The obligation referred to in paragraph 1. 1, the onus is also on: 1) other non-supervised entities referred to in article 1. points 1, 2, 5, 12 or 13 of the Act on the supervision of national banks, and branches of credit institutions within the meaning of the provisions of the Act of 29 August 1997-Bank law, carrying out the activities referred to in article 1. paragraph 69. 2;

2) entities referred to in article 1. 70 paragraph 1. 1 point 2, 3, 9, 10 and 13.

3. (repealed).

Article. 161a. [prohibitions and requirements for financial instruments and info Insider] 1. Prohibitions and requirements referred to in article 1. 156-160, including resulting from the rules pursuant to article 114. 160 paragraph 1. 5, shall apply in the cases referred to in article 1. paragraph 39. 4. The prohibitions referred to in article 1. 156, shall also apply to confidential information relating to the securities which are the subject of the public offering, to be release to trading on a regulated market or the introduction to the alternative trading system.



SECTION VII Charges Article. 162. [authorization fee, licence or permission of the] 1. Authorisation, licence or consent provided for in this Act, regulation 575/213-in terms of permits, licences or approvals granted to brokerage houses, or regulation 648/2012 is subject to a fee of not more than the equivalent in gold 4500 euro.

2. (repealed).

3. A decision on the approval of amendments to the rules of procedure: 1) of the national depository, including separate rules of procedure applicable to the exercise by the national stock exchange, clearing-house function Deposit 2) company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 points 1-6 and paragraphs 1 and 2. 2, including a separate rules of procedure applicable to the performance by the company, which gave the national depository activities referred to in article 1. paragraph 48. 2, trading function clearing-house, 3) clearing house or clearing-house, 4) settlement fund managed by the account, the national depository or company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 2, points 1, 5) the operation of the system of compensation-is subject to a fee of not more than the equivalent in gold 4500 euro.

4. submission of the notification referred to in article 1. 16. 4 is subject to a fee of not more than the equivalent in gold 4500 euro.

5. submission of the notification referred to in article 1. 21 paragraph 1. 3A, is subject to a fee of not more than the equivalent in gold 4500 euro.

6. the transmission of the information referred to in article 14(2). 21 paragraph 1. 3B, is subject to a fee of not more than the equivalent in gold 4500 euro.

7. Informing the Commission of its intention to conduct by a foreign investment firm brokerage activity on the territory of the Republic of Poland in the form of a branch by the competent supervisory authority, which granted the company a license to operate an investment brokerage business, is subject to a fee of not more than the equivalent in dollars of euro 4500 contributed by a foreign investment firm, which this notice applies.

8. A foreign investment firm referred to in paragraph 1. 7, does not accept the fee referred to in that provision, if on the basis of reciprocity, in the form of entities Polish branch of brokerage activity on the territory of the Member State in which the company has its headquarters, have this kind of charge.

Article. 163. [charging] 1. The company leading the IPO charge an annual fee as determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and affiliates within the meaning of the provisions of the Act of 29 September 1994 on accounting, hereinafter referred to as "dependent entities or associated" not more than 3.5% of the average, but not less than the equivalent in gold 6250.

2. from the company's leading OTC market gets an annual fee determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and Associates, and the revenue from the Treasury market securities conducted on the basis of an agreement with the Minister competent for the public finances, not more than 3.5% of the average , but not less than the equivalent in gold 6250.

3. National Deposit shall be charged an annual fee as determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and Associates, at a rate of not more than 5.5% of the average, but not less than the equivalent in gold 6250.

4. Company leading the House account and from the company, which gave the national depository activities from the scope of the settlement of transactions, an annual fee as determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and Associates, at a rate of not more than 5.5% of the average, but not less than the equivalent in gold 6250.

5. From the company's leading clearing and of the company which gave the national depository activities from the scope of the transaction settlement, an annual fee as determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and Associates, at a rate of not more than 5.5% of the average, but not less than the equivalent in gold 6250.

6. Company leading the House account and a clearing house that performs the function of clearing-house stock, an annual fee as determined on the basis of the average income over a period of three years preceding the year for which the fee is due, with the exception of dividends received from subsidiaries and Associates, at a rate of not more than 5.5% of the average, but not less than the equivalent in gold 6250.

7. From the brokerage house gets an annual fee as determined on the basis of the average value of the total revenue for a period of three years preceding the year for which the fee is due, in the amount of not more than 0.5% of the average, but not less than the equivalent in gold 750 euro. The size of the total revenue, referred to in the first sentence, is the sum of the following items in the profit and loss account: 1) revenue from brokerage activities, 2) income from financial instruments intended for marketing, 3) income from financial instruments held to maturity, 4) income from available-for-sale financial instruments, 5) other operating income) income-less dividends received from subsidiaries and affiliates that are required to pay fees to cover the costs referred to in article 1. 17. 1 of the law on supervision.

8. From the agent of the company, excluding the Investment Bank and brokerage house, the annual fee of the equivalent of the Golden 500 euros.

9. Foreign investment firm leading brokerage activity on the territory of the Republic of Poland in the form of a branch and the foreign legal person leading such activity on the territory of the Republic of Poland shall be charged the annual fee as determined on the basis of the branch's income during the previous calendar year at the rate of not more than 0.15% of these revenues, but not less than the equivalent in gold 500 euros. The revenue referred to in the first sentence, are the proceeds of a branch within the meaning of the provisions of the income tax from legal persons. Foreign investment company operating in the territory of the Republic of Poland on the brokerage and foreign legal persons carrying out such activities in the territory of the Republic of Poland have the fees referred to in the first sentence, if on the basis of reciprocity Polish brokerage business operators on the territory of the Member State in which such entities are established, do not incur such charges.

10. Foreign investment companies which are parties to the transactions concluded on a regulated market, are required to pay an annual fee amounting to the equivalent in dollars of 10 000 euros. In the case of non-fee, referred to in the first sentence, a company regulated market suspend until the arrears the ability to conclude transactions on the stock market by a foreign investment firm.


Article. 164. [designation and allocation of revenue from the fees] the designation and allocation of the proceeds from the fees referred to in article 1. 162. 163, and determine the amount, calculation and payment of these charges shall be for terms, in the manner and under the conditions referred to in article 1. 17 of the law on supervision.



SECTION VIII administrative penalties for infringement of the provisions of article 3. 165. [penalty for failure to comply with the rules of fair trading] 1. The proper Minister of financial institutions, on a proposal from the Commission, may withdraw the authorisation to carry out the Exchange, where the company goes public: 1) started the activity covered by the authorization within the time limit indicated in the decision on the discharge for the authorisation;

2) for a period of at least 6 months does not lead the activities covered by the authorization;

3) is approved on the basis of false declarations or documents proving the truth;

4) no longer meets the conditions that were the basis for the granting of an authorisation;

5) operates with a significant breach of the provisions of the law governing the conduct of the Exchange;

6) fails to comply with the rules of fair trading;

7) violate the interests of the participants.

1a. in the cases referred to in paragraph 1. 1 point 3 or 5-7-1), the Commission may derogate from the request referred to in paragraph 1. 1, and apply on the company leading public penalty to the amount of $ 1 0000 0000 or 2) the request referred to in paragraph 1. 1, and at the same time impose penalty payment referred to in paragraph 1, if justified by the nature of the violations, which has a company goes public.

2. following a decision after the hearing.

3. (repealed).

4. The proper Minister of financial institutions inform the European Securities and markets Authority of any revocation of a license to operate.



Article. 165a. [the withdrawal of authorisation to carry out the auction platform by a leading stock exchange] 1. The Commission may withdraw the authorisation to carry out the auction platform company's leading stock exchange, where the company: 1) started the activity covered by the authorization within the time limit indicated in the decision on the discharge for the authorisation;

2) for a period of at least 6 months does not lead the activities covered by the authorization;

3) is approved on the basis of false declarations or documents proving the truth;

4) has ceased trading, as referred to in article 1. paragraph 29A. 1, or organize marketing referred to in article 2. paragraph 29A. 2;

5) ceased to meet the conditions, which were the basis for the granting of an authorisation;

6) seriously and systematically violate the provisions of the law governing the conduct of the auction platform, in particular regulation 1031/2010;

7) does not comply with the principles of fair conduct of the auction;

8) prejudice the interests of the participants in the auction of emission allowances.

2. in the cases referred to in paragraph 1. 1 (3) and 6-8, the Commission may: 1) derogate from the application of the penalties referred to in paragraph 1. 1, and, by a decision, the company leading the stock exchange penalty of up to 10% of the revenue reported in the final financial statements for the financial year which, in the absence of such a report is a penalty of up to 10% of the projected income referred to in the present economic and financial analysis to the Commission referred to in article 14(2). paragraph 29A. 3 section 9, 2) apply the sanction referred to in paragraph 1. 1, and at the same time imposed by a decision of the penalty referred to in point 1, if justified by the nature of the violations, which has a company going public, a leading auction house system platform.

3. A decision by the Commission after the completion of the hearing.

Article. 166. [punishment for the OTC market leading companies] 1. The Commission may, subject to the provisions of paragraph 2. 1A, withdraw the authorisation to carry out over-the-counter, where company OTC market: 1) started the activity covered by the authorization within the time limit indicated in the decision on the discharge for the authorisation;

2) for a period of at least 6 months does not lead the activities covered by the authorization;

3) is approved on the basis of false declarations or documents proving the truth;

4) no longer meets the conditions that were the basis for the granting of an authorisation;

5) operates with a significant breach of the provisions of the law governing the conduct of over-the-counter;

6) fails to comply with the rules of fair trading;

7) violate the interests of the participants.

1a. in the cases referred to in paragraph 1. 1 point 3 or 5-7-1), the Commission may also waive the sanctions referred to in paragraph 1. 1, and apply on the company leading OTC market penalty up to $ 1 0000 0000 or 2) apply the sanction referred to in paragraph 1. 1 and at the same time impose penalty payment referred to in paragraph 1, if justified by the nature of the violations, which has a company OTC market.

2. following a decision after the hearing.

3. the Commission shall inform the European Securities and markets Authority of any withdrawal of authorisation to carry on OTC market.

Article. 166a. [Decision on the prohibition of the pursuit of the business of a foreign operator of a regulated market] 1. In the case of a finding by the Commission that a foreign operator of the regulated market, leading business, in accordance with article 3. 14A paragraph 6. 1 or organizing an alternative trading system in accordance with article 4. the provisions of the applicable law, violates 117A in the State seat of this market in terms of the functioning of the regulated market or organize an alternative trading system, the Commission shall inform the authority which granted the authorisation to operate entity ago, breaches.

2. If, despite the measures taken by the supervisory authority, which granted the company a foreign operator the regulated market authorisation, the activities of that entity is a threat to the proper functioning of the territory of another Member State of trading in a financial instrument or the investors ' interests, the Commission may prohibit the operator operator the regulated market in foreign activities referred to in article 14(2). 14A paragraph 6. 1 or in article 6. paragraph 117A. 1, on the territory of the Republic of Poland. Of the decision, the Commission shall inform the European Commission, the European Securities and markets Authority and the authority which granted the authorisation. entity ago

3. following a decision after the hearing.

4. The decision referred to in paragraph 1. (2) subject to the notice in the official journal of the Financial Supervision Commission. The Commission may order its announcement in two national newspapers at the expense of the entity carrying out a foreign regulated market.

5. in the case of prohibition of activities in accordance with paragraph 1. 2, the operator of a foreign regulated market cannot take this activity before the expiry of five years from the date on which the decision prohibiting the establishment became final, unless the Commission agrees to shorten this period.

6. in the event of the need to safeguard the public interest, the Commission may, before taking the action referred to in paragraph 1. 1 and 2-hang for a period not longer than one month, the ability to conduct by a foreign operator of a regulated market in accordance with article 3. 14A paragraph 6. 1 or article. paragraph 117A. 1 on the territory of the Republic of Poland, informing about it at the same time, the European Commission, the European Securities and markets Authority and the competent supervisory authority of another Member State, which has authorised that entity.



Article. 166b. [the withdrawal of authorisation to carry out the auction platform by a leading OTC market] 1. The Commission may withdraw the authorisation to carry out the auction platform by a leading OTC market, where the company: 1) started the activity covered by the authorization within the time limit indicated in the decision on the discharge for the authorisation;

2) for a period of at least 6 months does not lead the activities covered by the authorization;

3) is approved on the basis of false declarations or documents proving the truth;

4) has ceased trading, as referred to in article 1. paragraph 36A. 1, or organize marketing referred to in article 2. paragraph 36A. 2;

5) ceased to meet the conditions, which were the basis for the granting of an authorisation;

6) seriously and systematically violate the provisions of the law governing the conduct of the auction platform, in particular regulation 1031/2010;

7) does not comply with the principles of fair conduct of the auction;

8) prejudice the interests of the participants in the auction of emission allowances.

2. in the cases referred to in paragraph 1. 1 (3) and 6-8, the Commission may: 1) derogate from the application of the penalties referred to in paragraph 1. 1, and, by a decision, the company leading the stock exchange penalty of up to 10% of the revenue reported in the final financial statements for the financial year which, in the absence of such a report is a penalty of up to 10% of the projected income referred to in the present economic and financial analysis to the Commission referred to in article 14(2). paragraph 29A. 3 section 9, 2) apply the sanction referred to in paragraph 1. 1 and at the same time, by decision, impose a penalty, referred to in point 1, if justified by the nature of the violations, which has a company OTC market leading auction house system platform.

3. A decision by the Commission, after conducting a hearing.

Article. 167. [revocation of a license to operate a brokerage activity] 1. The Commission may, subject to the provisions of paragraph 2. 2, withdraw the authorisation to carry out brokerage activity or limit the scope of the brokerage activities performed, where the investment firm:


1) violates the provisions of the Act or other laws applicable to the activities of the investment firm, including the rules and to the exercise thereof, the provisions issued on the basis thereof or the provisions of regulation 575/2013 and other directly applicable European Union law applicable to the activities of the investment firm;

2) fails to comply with the rules of fair trading;

3) prejudice the interests of the customer;

4) for a period of at least 6 months does not lead the activities covered by the authorization;

5) ceased to meet the conditions, which were the basis for authorisation, without prejudice to article 5(1). 95 paragraph 1. 10;

6) is approved on the basis of a fake article.

2. in the cases referred to in paragraph 1. 1 points 1-3 or 6, the Commission may also: 1) imposed on an investment firm penalty of up to 10% of the revenue reported in the final financial statements for the financial year which, in the absence of such a report is a penalty of up to 10% of the projected income referred to in the present economic and financial analysis to the Commission referred to in article 14(2). paragraph 82. 1, paragraph 9, or the financial statements referred to in article 2. paragraph 82. 2 point 6, or 2) to apply one of the sanctions referred to in paragraph 1. 1 and at the same time impose penalty payment referred to in paragraph 1, if justified by the nature of the violations, which committed an investment firm.

2A. In the case where the investment firm is a subsidiary of the non-party, the competent revenue revenue is shown in the final which consolidated financial statements for the financial year parent.

2B. The equivalent in dollars of the amount in foreign currency shall be calculated according to the average rate of this currency as announced by the Polish National Bank at the balance sheet date, which was drawn up last examined the financial statements for the financial year referred to in paragraph 1. 2 paragraph 1 or paragraph 2. 2A. 2 c. Where it is possible to establish the amount of the benefit achieved by the investment company unikniętej or loss as a result of the infringement referred to in paragraph 1. 1 points 1-3 or 6, instead of the penalties referred to in paragraph 1. 2, paragraph 1, the Commission may impose a penalty of up to twice the amount achieved benefits or unikniętej.

2D. The Commission, in determining the amount of the penalty referred to in paragraph 1. 2 and 2 c, in particular the gravity of the infringement and its duration, the cause of the infringement, the financial situation of the investment firm, which is punished and the prior violation by the company of the provisions referred to in paragraph 1. 1 point 1.

3. The sanctions referred to in paragraph 1. 1 or 2, the Commission may apply to the investment firm for entrusting the actions indicated in the article. paragraph 79. 2 company agent, in connection with the performance of investment activities on behalf of the investment firm violates the law, the rules of fair trading or the interests of clients.

4. In the event of the withdrawal of the authorisation to engage in the brokerage business, the person who lost it, cannot again apply for authorisation to carry on this activity before the expiry of 5 years from the date on which the decision to withdraw the permit became final, unless the Commission agrees to shorten this period.

5. in the event of the need to safeguard the public interest, the Commission may, from the time of the opening of proceedings in cases referred to in paragraph 1. 1, suspend, for a period of not longer than one month, the ability to exercise, in whole or in part, for this, the brokerage at the same time, the European Commission and the European Securities and markets Authority.

5a. If necessary, the protection of the public interest, the Commission may, in a decision on the withdrawal of authorisation to carry on brokerage activity, indicate the date on which it ends.

6. (repealed).

7. (repealed).

8. (repealed).

9. the provisions of paragraphs 1 and 2. 1-3 shall apply mutatis mutandis in the case of violations by the Commission of the infringement by the brokerage firm established brokerage in the territory of another Member State of the provisions governing the brokerage activities in the territory of that Member State. In such a case for the application of sanctions, the Commission shall inform the competent supervisory authority of that Member State.

10. the Commission shall inform the European Securities and markets Authority of any withdrawal of authorisation to carry on brokerage activity.

Article. 167a. [violation of by a financial holding company] 1. Where a financial holding company, a mixed financial holding company or a mixed-activity holding company violate the provisions of the Act, the regulations issued on the basis of the provisions of the regulation or 575/2013, the Commission may order the removal of the bodies of infringements or causes of these violations or to impose on these entities penalty of up to 10% of the income shown in the final which consolidated financial statements for the financial year and, if recent audited consolidated financial statements is not available-up to $ 20 0000 0000, taking into account in particular the gravity of the infringement, prior infringement and the financial situation of these entities.

2. in the case referred to in paragraph 1. 1, the Commission may also impose a penalty up to 20 0000 0000 zł for the persons responsible for the violation invoked, having regard in particular to the gravity of the infringement and its duration, the cause of the infringement and the financial situation of the person on whom the penalty is imposed.

2A. The penalty referred to in paragraph 1. 2, cannot be imposed, if the obtaining by the Commission to have messages referred to in paragraph 1. 1 elapsed more than 2 years or from committing the Act passed more than 5 years.

2B. Where it is possible to establish the amount of the benefit achieved by the holding company's financial unikniętej or loss, financial holding company or a mixed-activity holding company as a result of the mixed violation referred to in paragraph 1. 1, instead of the penalties referred to in paragraph 1. 1, the Commission may impose a penalty of up to twice the amount achieved benefits or unikniętej. To determine the amount of the penalty provision of paragraph 1. 1 apply.

2. The equivalent in dollars of the amount in foreign currency shall be calculated according to the average rate of this currency as announced by the Polish National Bank at the balance sheet date, which was drawn up last examined the financial statements for the financial year.

3. (repealed).

4. (repealed).



Article. 167b. [the imposition of penalties on investment group] 1. The Commission may impose on the company investment by means of a decision, the penalty of up to 10% of the revenue reported in the final financial statements for the financial year which, in the absence of such a report is a penalty of up to 10% of the projected income referred to in the present economic and financial analysis to the Commission referred to in article 14(2). 69b paragraph 1. 1, paragraph 3, or the financial statements referred to in article 2. paragraph 82. 2 paragraph 6, where the investment firm violates the provisions of the law on the implementation of the activities referred to in article 14(2). 69A paragraph 1. 1, in particular regulation 1031/2010.

2. where the investment firm is a subsidiary, the basis for determining the amount of the penalty referred to in paragraph 1. 1, revenue is shown in the final which consolidated financial statements for the last financial year parent.

3. Where it is possible to establish the amount of the benefit achieved by the investment company unikniętej or loss as a result of the infringement referred to in paragraph 1. 1, instead of the penalties referred to in paragraph 1. 1, the Commission may impose a penalty payment in the amount of twice the amount achieved benefits or unikniętej.

4. the Commission may withdraw the authorisation to carry out the activities referred to in article 14(2). 69A paragraph 1. 1, where the investment firm: 1) seriously and systematically violate the provisions of the law governing the performance of these activities, and in particular article. paragraph 59. 2 and 3 of Regulation No 1031/2010;

2) for a period of at least 6 months does not lead the activities covered by the authorization;

3) no longer meets the conditions that were the basis for the granting of an authorisation;

4) approved on the basis of false declarations or documents proving the truth.

5. In the decision on the withdrawal of authorisation to pursue the activities referred to in article 14(2). 69A paragraph 1. 1, the Commission may impose a penalty payment referred to in paragraph 1. 1 or paragraph 2. 3 if justified by the nature of the violations, which committed an investment firm.

6. A decision by the Commission after the completion of the hearing.

7. In the event of the withdrawal of authorisation to pursue the activities referred to in article 14(2). 69A paragraph 1. 1 the person who lost it, cannot again apply for authorisation to carry on this activity before the expiry of 5 years from the date on which the decision to withdraw the permit became final, unless the Commission agrees to shorten this period.

8. the provisions of paragraphs 1 and 2. 1-5 shall apply by analogy in the case of violations by the Commission of the infringement by the investment firm in the territory of another Member State of the European Union of the provisions governing the pursuit of the activities referred to in article 14(2). 69A paragraph 1. 1, in the territory of that Member State. In such a case for the application of sanctions, the Commission shall inform the competent supervisory authority of that Member State.

Article. 168. [the imposition of penalties on the trust bank] 1. Where a trust bank: 1) indeed violates the provisions of the law, in particular the rules pursuant to article 114. paragraph 94. 1 point 1-2 and 5-2) fails to comply with the principles of fair market 3) prejudice the interests of the customer, the Commission may, subject to the provisions of paragraph 2. (2) impose on the bank of the penalty to the amount of 500 000 zł.


2. where justified by the nature of the violations, which committed the bank trust, the Commission may withdraw the authorisation to carry out the activities of the Board of Trustees.

3. the provisions of article 3. paragraph 167. 4, 5 and 7 to 9 shall apply mutatis mutandis to the Trust Bank.

Article. 169. [Order cessation of infringements by a foreign investment firm] 1. In the case of a finding by the Commission that a foreign investment company or investment company agent acting on behalf of a foreign investment firm violates the provisions of the law governing the brokerage activities or the activities of the Board of Trustees in force in the territory of the Republic of Poland, the Commission, by its decision, the foreign investment company ordered to cease these violations, setting a deadline for its removal.

2. the Commission shall inform the competent supervisory authority of a foreign investment firm about finding infringements referred to in paragraph 1. 1, and the term uchybieniu to remove them.

3. in the case of a foreign investment firm referred to in paragraph 1. 1, not whether or not violations has removed them within the prescribed period, after the expiry of one month from notification to the supervisory authority in accordance with paragraph 1. 2, the Commission may, informing about the body: 1) prohibit wholly or in part of the brokerage activities or as a trustee on the territory of the Republic of Poland or 2) hang out in wholly or partly, for a period of not more than six months, the right to perform brokerage activities or as a trustee on the territory of the Republic of Poland, or 3) impose a penalty up to 500 000 PLN or 4) use one of the sanctions referred to in paragraphs 1 and 2 and to impose penalty referred to in point 3.

4. (repealed).

5. (repealed).

6. in the case of a foreign investment company to prohibit brokerage activity or as a trustee on the territory of the Republic of Poland, the company cannot take this activity before the expiry of five years from the date on which the decision prohibiting the establishment became final, unless the Commission agrees to shorten this period.

7. in the event of the need to safeguard the public interest, the Commission may, before taking the action referred to in paragraph 1. 1-3-suspend, for a period of not longer than one month, the ability to perform, in whole or in part, for the territory of the Republic of Poland on the Board of Trustees or the brokerage firm by a foreign investment firm, informing about it at the same time, the European Commission, the European Securities and markets Authority and the competent supervisory authority in another Member State which granted the authorization of a foreign investment company.

8. the Commission shall inform the European Commission and the European Securities and markets Authority about the sanctions applied in accordance with paragraph 1. 3.9. Foreign investment companies to leading brokerage activity on the territory of the Republic of Poland will not apply the provisions of article 4. 167.10. In the case of a finding by the Commission that a foreign investment company infringes the provisions, which in accordance with article 4. 118 remains under the supervision of the competent authority in another Member State, the Commission shall inform the supervisory authority of the breaches.

11. If, despite the measures taken by the supervisory authority which authorised the foreign investment company, the activity of this company is a threat to the proper functioning of trading in a financial instrument or the investors ' interests, the Commission may, after informing the authority, and in the event of a breach by a foreign investment firm the provisions of section IV of Chapter 1 of Division 2a or regulation 575/2013 also after having informed the European banking authority: 1) prohibit wholly or partly perform brokerage activities on the territory of the Republic of Poland, or 2) to suspend, in whole or in part, for a period of not more than six months, the right to perform brokerage activities on the territory of the Republic of Poland, or 3) prohibit the activities referred to in article 14(2). paragraph 117A. 1, on the territory of the Republic of Poland.

12. In the case referred to in paragraph 1. 11, the provisions of paragraph 1. 6-8 shall apply mutatis mutandis.

Article. 169a. [violation of regulations governing the organisation of a regulated market or brokerage activities] 1. If the brokerage house violates the rules governing brokerage activities, the Commission may, by decision, impose a penalty up to 1 0000 0000 zł for the members of the Board of directors or shareholders or komplementariuszy in the company, taking into account, where appropriate, in particular: 1) the gravity of the infringement and its duration;

2) degree of contributing Member of the Board of directors or shareholder or komplementariusza in the company, person responsible for the infringement to the infringement;

3) the financial situation of the Member of the Board of directors or shareholder or komplementariusza in the company, person responsible for the infringement;

4) scale of the benefit obtained or losses avoided by a member of the Board of directors or shareholder or komplementariusza in the company, person responsible for the infringement, as long as those benefits or losses determine;

5) losses incurred by third parties in connection with the violation, unless it can be determined;

6) the willingness of a member of the Board of directors or shareholder or komplementariusza in the company, person responsible for the infringement to cooperate with the Commission;

7) prior violations of laws governing the functioning of the financial market, committed by a member of the Board of directors or shareholder or komplementariusza in the company, person responsible for the infringement;

8) potential systemic effects.

1a. where a company regulated market affect the rules governing the organisation of a regulated market, the Commission may, by decision, impose a penalty up to $ 1 0000 0000 on the persons responsible for the violations suffered, taking into account the grounds referred to in paragraph 1. 1.1b. In the case where a bank established brokerage or a foreign legal person established brokerage in the territory of the Republic of Poland violates rules regulating brokerage activities, the Commission may, by decision, impose a penalty up to $ 1 0000 0000 on the persons responsible for the violations suffered, taking into account the grounds referred to in paragraph 1. 1.1 c. The penalty referred to in paragraph 1. 1-1b, may not be imposed if the Commission referred to in paragraph 1 and, respectively, then news. 1-1b has passed more than 2 years or from committing the Act passed more than 5 years.

2. (repealed).

Article. 169b. [information on the cases of application of sanctions] 1. The Commission shall forward annually to the European Securities and markets authority Office information about the cases used in the previous calendar year, as referred to in article 1. 165 paragraph 1. 1a. paragraph 166. 1a. 169a paragraph 1. 1-1b, and sanctions referred to in article 1. paragraph 167. 1-3, with the exception of the withdrawal of the authorisation to engage in the brokerage business.

2. Subject to the requirements relating to the protection of professional secrecy referred to in article 1. 147, the Commission shall inform the European Banking Authority of the sanctions imposed in connection with the violation of the provisions of section IV of Chapter 1 of Division 2a or regulation 575/2013, as well as remedies lodged and how their consideration.



Article. 169c. [penalty for the company leading regulated market or investment firm] 1. In the case where a company regulated market or investment company infringes the rules governing the conduct of the auction platform, or pursuit of the activities referred to in article 14(2). 69A paragraph 1. 1, the Commission may, by decision, impose a penalty up to 5 0000 0000 euros for those responsible for violations occurring.

2. The equivalent in gold amounts in euro shall be determined on the basis of the average euro exchange rate announced by the Polish National Bank on 19 November 2010.

3. A decision by the Commission after the completion of the hearing.

Article. 170. [penalty for the national depository] 1. In the case where a national Deposit law violates, fails to comply with the principles of fair trade or prejudice the interests of the participants, the Commission may impose a penalty up to $ 1 0000 0000.

2. following a decision after the hearing.

Article. 170a. [the infringement by the company carrying out the tasks entrusted to the national depository for the part of tasks] 1. In the case where a company, which gave the national depository activities from the scope of the tasks referred to in article 1. paragraph 48. 1 point 1 to 6 or paragraphs. 2 violates the law, does not comply with the principles of fair trade or prejudice the interests of its participants, the Commission may prohibit the exercise of those activities or impose a penalty up to $ 1 0000 0000.

2. following a decision after the hearing.

3. (repealed).

Article. 170b. [the infringement by the company leading the Board of account] 1. In the case where a company Board account violates the law, does not comply with the principles of fair trade or prejudice the interests of its participants, the Commission may revoke the company authorised clearing house or impose a penalty on the company up to $ 1 0000 0000.

2. following a decision after the hearing.

3. (repealed).

Article. 170c [the infringement by the company leading a clearing house] 1. Where company a clearing house violates the law, does not comply with the principles of fair trade or prejudice the interests of its participants, the Commission may revoke the company permission to operate a clearing-house or impose a penalty on the company up to $ 1 0000 0000.

2. following a decision after the hearing.


Article. 170d. [failure to submit information or requests] 1. If the account holder does not transmit bulk information in response to a forwarded to him by the entity conducting the bulk account the request of the Commission, referred to in article 1. 8B paragraph 5. 1, or transmit the information inaccurate or unreliable, the Commission may impose on the holder of the bulk account penalty up to 500 000 zł.

2. where the operator of the account of the account holder does not transmit bulk bulk requests the Commission, as referred to in article 1. 8B paragraph 5. 1 or not, shall communicate to the Commission the information received from the bulk of the account holder in response to the request of the Commission, referred to in article 1. 8B paragraph 5. 1, the Commission may impose on the operator bill summary penalty up to 500 000 zł.

Article. 171. [penalty for other actors] 1. For anyone who does not make the notification referred to in article 1. 24 paragraph 1. 1, art. paragraph 47. 1, art. paragraph 106. 1, art. paragraph 107. 1 or in article 6. 31.3. 2 of regulation 648/2012, or does not perform the operation, acting on behalf of or in the interests of a legal person or an organizational unit does not have legal personality, the Commission may, by decision, impose a penalty up to 500 000 zł.

2. the Commission may, by decision, impose punishment, referred to in paragraph 1. 1, also on a person who: 1) acquires or includes shares in spite of oppositions, as referred to in article 1. 24 paragraph 1. 3 or article. paragraph 47. 3, or 2) acquires or includes shares or rights shares in spite of the opposition of the Declaration referred to in article 2. 106h or in the article. 32 paragraph 1. 2 of regulation 648/2012, or 3) performs the actions referred to in paragraph 1 or 2, acting on behalf of or in the interests of a legal person or an organizational unit does not have a legal personality.

2A. the Commission may, by decision, impose punishment, referred to in paragraph 1. 1, also on a person who: 1) acquires or includes shares before the expiry of the time limit for filing an objection referred to in article 2. 24 paragraph 1. 3 or article. paragraph 47. 3, or 2) acquires or includes shares or rights shares before the expiry of the time limit for filing an objection referred to in article 2. 106h or in the article. 32 paragraph 1. 2 of regulation 648/2012, or three) acquires or actions in violation of the deadline set by the Commission, in which the acquisition or the placing of shares may be made, as referred to in article 1. 24 paragraph 1. 3A paragraph 2 or article. paragraph 47. 3A 2, or 4) acquires or includes shares or rights shares in violation of the deadline set by the Commission, in which the acquisition or the placing of shares or rights shares may be made, as referred to in article 1. 106h paragraph 1. 5 or in article 6. 31.3. 7 of regulation 648/2012, or 5) performs the actions referred to in paragraphs 1 to 4, acting on behalf of or in the interests of a legal person or an organizational unit does not have a legal personality.

3. the decisions referred to in paragraph 1. 1, 2 or 2a, after the hearing.

4. The Commission Decision shall be subject to the notice in the official journal of the Financial Supervision Commission. The Commission may order its announcement in two national newspapers or in any other way at the expense of the party.

Article. 171a. [penalty on lending transactions] 1. For anyone who violates: 1) the restrictions on short-selling, as referred to in article 1. 12 or article. 13 of regulation 236/2012, 2) restrictions on credit default swap transactions for sovereign debt, as referred to in article 1. 14 regulation 236/2012) restrictions on credit default swap transactions for sovereign debt or the value of the credit default swap position opened with the title of sovereign debt, introduced on the basis of article. 21 regulation 236/2012, 4) prohibition of or restrictions on short-selling or to conclude other transactions, in which case the decrease in the price or the value of a financial instrument is associated with obtaining material benefits, introduced on the basis of article. 20 or article. 28 paragraph 1. 1 (b). (b) Regulation 236/2012, 5) the prohibition or restriction on the regulated market or in an alternative trading system short-selling a specific financial instrument or to conclude other transactions for the subject of a specific financial instrument, introduced on the basis of article. 23 of regulation 236/2012-the Commission may, by decision, impose a penalty up to $ 1 0000 0000, or up to ten times the material benefits obtained as a result of the transaction.

2. anyone who does not perform or inadequately performs other than those mentioned in paragraph 1. (1) the duties referred to in regulation 236/2012 or obligations set out in the regulation the Commission delegation (EU) No 918/2012 of July 5, 2012. the complementary regulation of the European Parliament and of the Council (EU) no 236/2012 on the short selling of credit default swaps and certain aspects relating to the definition, calculation of net short positions, covered with credit default swaps of sovereign debt , notification thresholds, liquidity thresholds as regards the suspension of the limitation, significant depreciation of financial instruments and the occurrence of adverse events (OJ. The EU L 274 of 09.10.2012, p. 1), the Commission may, by decision, impose a penalty up to 500 000 zł.

Article. 171b. [rules for determining the amount of fines] when establishing the amount of the penalty referred to in article 1. 171a, account shall be taken in particular of the degree and scope of the infringement, its impact on the proper functioning of the capital market and financial capacity of the entity, which has made.

Article. 172. [penalty for the person making the manipulation] 1. For anyone who makes a market manipulation, referred to in article 14(2). paragraph 39. 2 point 4 (b). (b) or paragraph 8, the Commission may, by decision, impose a penalty up to 200 000 PLN or penalty to the amount of ten times the benefit obtained assets or both these penalties.

2. The same penalty shall be subject to, who enters into an agreement to make the manipulation.

3. following a decision after the hearing.

4. The decision referred to in paragraph 1. 1, the Commission shall, in whole or in part, publish in the official journal of Polish financial supervision authority or directs his announcement in two national newspapers, at the expense of the party, unless it would be incurred by the participants in the marketing communication or damage disproportionate to the serious danger of financial markets.

Article. 173. [penalty] 1. For anyone who performs or arranges for stabilizing the prices of financial instruments in violation of the rules set out in the prospectus or in breach of the provisions referred to in article 1. paragraph 39. 3, paragraph 1, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

2. anyone who acquires shares in breach of the provisions referred to in article 1. paragraph 39. 3, paragraph 1, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

3. anyone who acquires, not being authorized, the company leading the market ticker or company leading OTC market, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

4. anyone who does not communicate the information referred to in article 1. 40, or forward them in breach of the conditions laid down in those provisions, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

5. anyone who does not communicate the information referred to in article 1. 161, or forward them in breach of the conditions laid down in those provisions, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

6. The same penalty shall be subject to, who may be an act referred to in paragraph 1. 1-5, acting on behalf of or in the interests of a legal person or an organizational unit does not have a legal personality.

7. anyone who draws up recommendations concerning financial instruments or issuers intended for distribution among investors or deals with the dissemination of such recommendations, in violation of the provisions of the regulation referred to in article 2. paragraph 42. 2, or does not retain the due diligence or does not provide the accuracy of the reports recommendations either does not reveal an equitable interest, as well as conflicts of interest existing at the time of their preparation or dissemination, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

8. The decision on the imposition of a penalty, the Commission may set a time limit or obligation required steps reexecuted when the provisions whose violation was the basis for the imposition of the penalty. In the event of ineffective expiry of this deadline, the Commission may again issue a decision on the imposition of a penalty payment.

9. following a decision after the hearing.

Article. 173a. [amount of penalty for financial counterparties] 1. On financial counterparties within the meaning of article 3. 2 paragraph 8 of regulation 648/2012, who do not perform or unduly perform the duties referred to in regulation 648/2012, or the regulations issued on its basis, the Commission may, by decision, impose a penalty up to 10 0000 0000 zł, not more than 10% of the revenue reported in the final financial statements which, in the absence of an obligation to study the financial statements of not more than 10% of the income shown in the last approved financial statements.

2. financial counterparties who do not perform or unduly perform the duties referred to in paragraph 1. 1, and who, contrary to the obligation not to initiate or to submit a study of the financial statements, the Commission may, by decision, impose a penalty up to 10 0000 0000 zł.


3. financial counterparties who do not perform or unduly perform the duties referred to in paragraph 1. 1, and who do not have the obligation to draw up the financial statements, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

Article. 173b. [amount of penalty payment for non-financial counterparties] 1. On non-financial counterparties within the meaning of article 3. 2 section 9 of regulation 648/2012, who do not perform or unduly perform the duties referred to in this regulation, or the regulations issued on its basis, the Commission may, by decision, impose a penalty up to 1 0000 0000 zł, not more than 10% of the revenue reported in the final financial statements which, in the absence of an obligation to study the financial statements of not more than 10% of the income shown in the last approved financial statements.

2. non-financial counterparties who do not perform or unduly perform the duties referred to in paragraph 1. 1, and who, contrary to the obligation not to initiate or to submit a study of the financial statements, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

3. non-financial counterparties who do not perform or unduly perform the duties referred to in paragraph 1. 1, and who do not have the obligation to draw up the financial statements, the Commission may, by decision, impose a penalty up to 500 000 zł.

Article. 173c. [penalty for improperly performing the duties] 1. Where: 1) CCP, 2) the applying member within the meaning of article 3. 2 point 14 of regulation 648/2012) client within the meaning of article 3. 2 section 15 of regulation 648/2012, providing indirect billing services, referred to in chapter II of the regulation the Commission delegate (EU) No 149/13 of 19 December 2012. supplementing the regulation of the European Parliament and of the Council (EC) No 648/2012 in relation to the technical standards of the regulatory settlement arrangements, settlement obligation indirect public register, access to the trading system, contractors, non-financial risk mitigation techniques related to derivative contracts that are traded outside regulated market that are not cleared by the central counterparty (OJ. The EU L 52 of 23.02.2013, p. 11), 4), the operator of the trading system within the meaning of article 3. 2 section 4 of the regulation 648/2012-did not perform or inadequately performs the duties referred to in regulation 648/2012 or the regulations issued on its basis, the Commission may, by decision, impose on these entities penalty up to 10 0000 0000 zł, not more than 10% of the revenue reported in the final financial statements which, in the absence of an obligation to study the financial statements of not more than 10% of the income shown in the last approved financial statements.

2. the entities referred to in paragraph 1. 1 points 1-3, which do not perform or unduly perform the duties referred to in that provision, and that, contrary to the obligation does not produce or does not submit the examination of the financial statements, the Commission may, by decision, impose a penalty up to 10 0000 0000 zł.

3. the entities referred to in paragraph 1. 1, which do not perform or unduly perform the duties referred to in that provision, and that do not have the obligation to draw up the financial statements, the Commission may, by decision, impose a penalty up to $ 1 0000 0000.

4. where the entities referred to in paragraph 1. 1, do not perform or unduly perform the duties referred to in paragraph 1. 1, the Commission may by decision impose on the persons responsible for their non-performance or improper performance penalty to the amount of 100 000 zł.

5. the decisions referred to in paragraph 1. 4, after the hearing.

Article. 173d [prohibition of equity investing in the various types of financial instruments and to the clearance of the types of transactions] 1. In the case of circumstances pointing to the risk of non-execution or improper execution by the CCP to its members or to infringement of interests of participants in the market, the Commission shall, after consulting the President of the Polish National Bank may: 1) prohibit for a limited period of not more than 6 months, invest all or part of the equity in all or certain types of financial instruments referred to in article 1. 47 of regulation 648/2012, or require the withholding of profit;

2) prohibit for a limited period of not more than 6 months, the reception to the settlement by the CCP to all or certain types of transactions.

2. in the case of some investments or transactions do not lead to an increase in the risk of non-execution or improper execution by the CCP to its members, or increase the threats the interests of participants in the market, the Commission may, for the duration of the ban to allow to make certain investments or admission to settle certain transactions.

Article. 174. [penalty for executing principal activities during the period closed] 1. The person referred to in article 18(2). paragraph 156. 1 (1) (a). and that during the closed period shall be made of the Act, referred to in article 1. 159 paragraph 1. 1 or 1a, the Commission may, by decision, impose a penalty up to 200 000 zł.

2. following a decision after the hearing.

3. The decision referred to in paragraph 1. 1, the Commission shall publish, in whole or in part, in the official journal of the financial supervisory authority or directs his announcement in two national newspapers, at the expense of the party, unless it would be incurred by the participants in the marketing communication or damage disproportionate to the serious danger of financial markets.

4. the powers of the Commission, referred to in paragraph 1. 1, shall apply in the cases referred to in article 1. paragraph 39. 4. 175. [penalty for individuals who have the obligation to submit information on transactions to acquire or dispose of shares of the issuer] 1. For a person who has not or inadequately performed the obligation referred to in article 2. 160 paragraph 1. 1, the Commission may, by decision, impose a fine of up to 100 000 zł, unless that person is: 1) commissioned the holder company established its portfolio management, brokerage of securities, in such a way that disables the knowledge of the person of the transactions under this management;

2) while maintaining due diligence did not know or could not find out about the transaction.

2. (repealed).

Article. 176. [penalty for the issuer] 1. Where the issuer does not perform or inadequately performs the duties referred to in article 1. 157, 158 or 160, including, in particular, resulting from the rules pursuant to article 114. 160 paragraph 1. 5, the Commission may: 1) issue a decision about the exclusion of securities from trading on a regulated market or 2) impose a penalty up to $ 1 0000 0000, or 3) to issue a decision on exclusion, for a specified period or indefinitely, securities to trading on a regulated market, imposing at the same time penalty referred to in section 2.

2. the provisions of article 3. and article 19. paragraph 96. 5-8, 10 and 11 of the law on public offering shall apply mutatis mutandis.

Article. 176a. [Failure or improper performance of the duties by the issuer or seller] where the issuer or the seller does not perform or improperly executes obligations arising in connection with the article. 5, the Commission may impose a penalty up to $ 1 0000 0000.

Article. 176b gives [the failure of information upon request by the Commission] To anyone who has not surrendered to the Commission in accordance with article 3. paragraph 110. 1-3. paragraph 110z. 1 and 3, the information on the request by the Commission or its authorized representative, the Commission may impose a penalty of up to $ 1 0000 0000. The Commission, in determining the penalty, account shall be taken, in particular, the importance of the requested information for surveillance activities and the financial situation of the entity or person to which it is applied.



SECTION IX civil liability Art. 177. [the responsibility for issuing the certificate invalid] 1. The issuing certificate is liable for damage caused as a result of the issue of the certificate invalid, for the issue of a certificate to a person who is not entitled, or a failure to lock the securities in connection with the issuance of the certificate, unless the damage occurred due to force majeure or solely the fault of the victim or a third person, you exposing assumes no liability.

2. If the issuing certificate of work on behalf of another person, the liability of the issuer and the customer is severally and cannot be limited or excluded from the top.



SECTION X of the criminal Provisions Art. 178. [responsible for the conduct of the business of trading in a financial instrument without the permission of the] who without the required permit or authority given under specific arrangements or without being entitled to do so in any other manner prescribed in the Act, operates in the field of trading in a financial instrument, is subject to a fine of up to $ 5 0000 0000.

Article. 179. [responsibility for use of information professional secrecy] who, being obowiązanym professional secrecy or professional secrecy within the meaning of regulation 236/2012 or regulation 648/2012, discloses or uses financial instruments traded information constituting such a mystery, is subject to a fine up to $ 1 0000 0000 or to imprisonment for 3 years, or both penalties.


Article. 179a [responsible for the disclosure or use of confidential information] who, contrary to the obligation referred to in article 4. 28 paragraph 1. 4, art. paragraph 33. 5, art. 83 or article. 84 regulation 648/2012 reveals confidential information within the meaning of this regulation, or uses such information for purposes other than those referred to in this Regulation shall be subject to a fine up to $ 1 0000 0000 or to imprisonment for 3 years, or both penalties.

Article. 180. [responsibility for disclosure of confidential information] who, contrary to the prohibition referred to in article 2. paragraph 156. 2 section 1, reveals the confidential, is subject to a fine of up to $ 2 0000 0000, or to imprisonment for 3 years, or both penalties.

Article. 181. [the responsibility for the use of confidential information] 1. Who, contrary to the prohibition referred to in article 2. paragraph 156. 1, uses confidential, is subject to a fine of up to $ 5 0000 0000 or imprisonment from 3 months to 5 years, or both penalties.

2. where an act referred to in paragraph 1. (1) a person may be referred to in the article. paragraph 156. 1 (1) (a). and, it is subject to a fine of up to $ 5 0000 0000 or imprisonment from 6 months to 8 years, or both penalties.

Article. 182. [responsibility for inducement to acquire or dispose of financial instruments] who, contrary to the prohibition referred to in article 2. paragraph 156. 2 paragraph 2, give recommendations or urges to acquire or dispose of financial instruments concerned confidential information shall be subject to a fine of up to $ 2 0000 0000, or to imprisonment for 3 years, or both penalties.

Article. 183. [Responsibility for making manipulation] 1. Who makes manipulation, referred to in article 14(2). paragraph 39. 2 points 1-3, paragraph 4 (b). a or section 5-7 shall be subject to a fine of up to $ 5 0000 0000 or imprisonment from 3 months to 5 years, or both penalties.

2. who shall enter into an agreement with another person to manipulation, referred to in article 14(2). paragraph 39. 2 points 1-3, paragraph 4 (b). a or section 5-7 shall be subject to a fine of up to $ 2 0000 0000.

Article. 184. [responsibility for failure to transfer of securities and archiving] 1. Who prevents or makes it difficult to carry out the activities referred to in article 1. 30 paragraph 1. 1-3, art. 37 in conjunction with article 8. 30. 64, art. 88, art. 90 paragraph 1. 2 and 3 and article. 122, shall be punishable by detention, restriction of liberty or a fine.

2. The same penalty shall be subject to who is acting on behalf of or in the interests of a legal person or an organizational unit does not have legal personality: 1) contrary to the subject referred to in article 4. paragraph 89. 4 does not transfer of securities, other financial instruments and cash or documents related to the conduct of those accounts.

2) contrary to the obligation referred to in article 1. 90 paragraph 1. 1, no archive or store any documents or other information related to the brokerage activity or Board of Trustees.

3. Decisions on matters referred to in paragraph 1. 1 and 2 following the provisions of the mode of proceeding in cases of misconduct.



SECTION XI Changes in the provisions of the existing Article. 185. (omitted).



Article. 186. (omitted).



Article. 187. (omitted).



Article. 188. (omitted).



Article. 189. (omitted).



Article. 190. (omitted).



Article. 191. (omitted).



Article. 192. (omitted).



Article. 193. (omitted).



Article. 194 (reference omitted).



Article. 195. (omitted).



Article. 196. (omitted).



Article. 197. (omitted).



Article. 198. (omitted).



Article. 199. (omitted).



Article. 200. (omitted).



Article. 201. (omitted).



Article. 202. (omitted).



Article. 203. (omitted).



Article. 204. (omitted).



Article. 205. (omitted).



Article. 206. (omitted).



Article. 207. (omitted).



Article. 208. (omitted).



Article. 209. (omitted).



Article. 210. (omitted).



Article. 211. (omitted).



Article. 212. (omitted).



Article. 213. (omitted).



SECTION XII transitional and final provisions Article. 214. [the application of the provisions of the Act to the company's activities in Warsaw Stock Exchange S.A.] 1. From the date of entry into force of the law, to the company's activities in Warsaw Stock Exchange S.A. shall apply the provisions of this Act, with the exception of article 5. 25. 165 paragraph 1. 3.2. The Commission shall present to the proper Minister of financial institutions to prohibit a company referred to in paragraph 1. 1, the stock market, where the company carries out this activity with a blatant violation of the law.

3. Securities within the meaning of article 3. 3 paragraphs 1 and 2. 3 and 4 of the Act, referred to in article 14(2). 224, which on the date of entry into force of this law dealt in on a regulated market, become the non-securities financial instruments referred to in article 1. 2 paragraph 1. 1 point 2 (a). (c) and (d).

4. Securities within the meaning of article 3. 3 and 4 of the Act, referred to in article 14(2). 224, which on the date of entry into force of this law dealt in on a regulated market which are not on that day recorded in the securities depository, become non-securities financial instruments referred to in article 1. 2 paragraph 1. 1 point 2 (a). (c) and (d), the date of registration of this deposit, provided that this registration occurs within 30 days of the date of entry into force of this Act.

5. From the date of entry into force of the law, the official stock market organized by the company, referred to in paragraph 1. 1, to satisfy the conditions set out in the rules pursuant to article 114. 90 paragraph 1. 2 of the Act, referred to in article 14(2). 224, becomes the official market quotations referred to in article 2. 16. 2. 215. [the application of the provisions of the Act to the business of leading OTC market] 1. From the date of entry into force of the law, to the business of leading OTC market shall apply the provisions of this Act, with the exception of article 5. 36. 37 paragraph 2. 2. paragraph 166. 1 point 2 and 3.

2. the Commission shall prohibit a company referred to in paragraph 1. 1, over-the-counter, in the case where the company carries out this activity with a blatant violation of the law.

Article. 216. [obligation to adapt their operations to the provisions of the Act] 1. A license to operate a brokerage activity or on the accounts of securities granted by the Commission before the date of entry into force of the Act entitle to perform the acts referred to respectively in article. paragraph 69. 2-4 or in article 6. paragraph 119. 1. in the case of the intention of the exercise by a brokerage house or bank established brokerage operations referred to in article 1. paragraph 69. 2-4, that before the date of entry into force of the Act did not constitute a brokerage activities, the provisions of article 4. 87. paragraph 78. 4 shall apply mutatis mutandis.

2. the Entities operating the brokerage based on authorizations granted by the Commission before the date of entry into force of the Act shall, within six months from the date of its entry into force, to adapt their operations to the conditions required by the provisions of the Act.

3. regulated market companies at the date of entry into force of the Act are required to adapt the content of the regulations, as referred to respectively in article. paragraph 105. 1. 115 paragraph 1. 1 of the Act, referred to in article 14(2). 224 to changes resulting from the provisions of this Act, within 3 months from the date of its entry into force.

4. the issuers of securities admitted to official listing on the basis of the provisions of the Act referred to in article 14(2). 224, who do not have concluded the contract referred to in article 14(2). 70 of this Act, before the date of entry into force of this Act, are required to conclude an agreement referred to in article 14(2). 5 paragraph 1. 3-5, within 14 days from the date of entry into force of this Act.

Article. 217. [preservation of the validity of the entries on the list brokers and advisors] 1. Valid entries on a list of securities brokers and investment advisers made before the date of entry into force of the Act.

2. the agreement shall remain in force and the authorisation granted by the Commission before the date of entry into force of the Act.

Article. 218. [supplementary Exam] 1. Brokers are entered on the list of securities brokers before the date of entry into force of the law in order to obtain permission to perform actions of investment advice are required to pass the exam. This requirement also applies to investment advice in the course of such broker agent operations investment firm.

2. Supplemental Examination is carried out by the examining Board for the brokers. To carry out a supplementary examination shall apply mutatis mutandis to article. paragraph 128. 1, 4, 9 and 10 concerning the examination before the examining Board for brokers, with the proviso that a supplementary exam scope only covers issues related to the implementation of investment advisory activities.

2A. The proper Minister of financial institutions determines by regulation: 1) the amount of supplemental exam fees and terms and conditions for making the return brought the charges, whereas the costs of the examination and the expenditure related to the functioning of the Board;

2) supplementary examination rules, taking into account the need to ensure equal treatment of persons submitting exam confidentiality be given the test and its efficient organization;

3) how to determine and amount of the remuneration of members of the examination Commission for participating in the meetings of the Board, to carry out a supplementary examination, and preparing a supplemental exam questions on projects having regard to the responsibilities of individual members of the Board.

3. in the case of the UNESCO-protected securities brokers broker before the date of entry into force of the law, the requirement of employment referred to in article 2. paragraph 83. 1, paragraph 3, be deemed to be satisfied if he made a follow-up exam with a positive result.

4. The fact that the submission of a supplementary examination referred to in paragraph 1. (1) subject to the notice in the official journal of the Securities and Exchange Commission, referred to in article 1. 7 paragraph 1. 4 the law on supervision.


Article. 219. [the sharing of information necessary for the initiation of administrative proceedings] 1. In cases of the offences referred to in article 1. 167-173 of the Act, referred to in article 14(2). 224, for which criminal proceedings were discontinued or there has been a denial of its opening due to the termination of the criminal offences in connection with the entry into force of this Act, the President of the Commission may apply to the Court or the public prosecutor to provide information or copies of documents relating to those matters, to the extent necessary for the initiation of the administrative procedure by the Commission in cases of offences corresponding to the acts referred to in article 1. paragraph 171. 1, art. 172-174.

2. acts constituting crimes referred to in article 1. 167-173 of the Act, referred to in article 14(2). 224, committed before the date of entry into force of this Act, and revealed after that date, shall apply the provisions of this Act in respect of the acts referred to in article 1. paragraph 171. 1, art. 172-174.

Article. 220. [the application of the provisions of the Act to cases initiated and fully completed before the date of entry into force of the law] 1. For the initiated and fully completed before the date of entry into force of the Act shall apply the provisions of this Act, subject to the provisions of paragraph 2. 2 and 3.

2. Persons who on the date of entry into force of the law, according to the existing legislation, the conditions for obtaining the entry on the list brokers or advisors list, obtain an entry on the list, upon request, with 3-month time limit referred to in article 2. paragraph 129. 1.3. To acts committed before the date of entry into force of this Act will result in a liability under the law referred to in article 14(2). 224, the existing provisions shall apply, unless the provisions of this Act are względniejsze for the offender.

Article. 221. [Security funds investors] until 31 December 2005, the compensation system referred to in the provisions of chapter V of this Law secures the payment of funds investors, referred to in article 1. paragraph 133. 2, up to the equivalent in dollars of euro 3000-100% of the value of the measures covered by the compensation system and 90% of the excess over that amount, except that the upper limit of the measures covered by the system of compensation is the equivalent in gold 11 000 euro calculated according to the average exchange rate of the National Bank of Polish in accordance with the posted exchange rate table, of the existence of the circumstances giving rise to the payment of compensation.

Article. 222. [applicability of the provisions of the existing] until the implementing rules referred to in the Act remain in effect for no longer than 6 months from the date of its entry into force of the implementing rules pursuant to article 114. 23 paragraph 1. 5 and 6, art. 31.3. 2, art. 59c paragraph 1. 2, art. 60 paragraph 1. 1, art. 60 paragraph 1. 3 section 2, art. 60 paragraph 1. 5, art. 90 paragraph 1. 2 and 4, art. 97a paragraph 1. 2. 161 g of the Act, referred to in article 14(2). 224. 223. [the application of the provisions of the Act to determine the amount of the rates in force in the year 2006] to determine by the national Deposit rates in force in the year 2006, for the purpose of determining the amount donated to the compensation system in accordance with article 13. paragraph 121. 6 of the Act, referred to in article 14(2). 224 shall apply the provisions of this Act.

Article. 224. [the provisions repealed] repealed the Act of 21 August 1997-law on publicly traded securities (Journal of laws of 2005, No. 111, item 937, no. 132, item 1108, no. 143, poz. 1199 and No 163, item 1362), with the exception of article 5. 118-123 and article. 123a & 123b. 146a, subject to article 22. 223, shall be repealed with effect from 31 December 2005.

Article. 225. [entry into force], the Act shall enter into force after the expiration of 30 days from the date of the notice.



 

 

1) this Act shall be made in respect of its implementation of the regulation of the following directives: 1) Council Directive 93/6/EEC of 15 March 1993 on the capital adequacy of investment firms and credit institutions (OJ. EC-L 141 of 11.06.1993);

2) of Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field (OJ l. EC-L 141 of 11.06.1993, L 168 of 18.07.1995, L 290 of 17.11.2000 and L 35 of 11.02.2003);

3) Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (OJ. EC-L 84 of 26.03.1997);

4) Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official listing and the information on these securities, which are subject to publication (OJ. EC-L 184 of 06.07.2001, L 96 of 12.04.2003, L 345 of 31.12.2003 and L 390 of 31.12.2004);

5) Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms of a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and directives 98/78/EC and 2000/12/EC of the European Parliament and of the Council (OJ l. EC-L 35 of 11.02.2003);

6) of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (OJ l. EC-L 96 of 12.04.2003);

7) Commission Directive 2003/124/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation (OJ. EC-L 339 24.12.2003 with);

8) Commission Directive 2003/125/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest (OJ. EC-L 339 24.12.2003 with);

9) Commission Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to commodity derivatives, the preparation of lists of people who have access to inside information, the notification of transactions related to the management and reporting of suspicious transactions (OJ. EC L 162 of 30.04.2004).

The data relating to the Declaration of the European Union legislation, in this law-the day of the Republic of Poland's membership of the European Union-relate posts these acts in the official journal of the European Union-Special Edition.

[1] Article. 117 does not contain paragraph 1.

[2] Article. paragraph 129. 2 added fixed by the article. 77 of the law of 22 December 2015 on the basis of the recognition of professional qualifications acquired in Member States of the European Union (OJ from 2016, poz. 65). The amendment entered into force on 18 January 2016.

[3] change resulting from the article. 31 of the Act of June 25, 2015. amending the law on municipal government and certain other laws (OJ item 1045) has not been deposited on the text because of its deprive.

[4] on the basis of article. 120 section 16 of the Act of 12 June 2015 the greenhouse gas emission trading system (OJ reference 1223) article. 149 paragraph 11 was added September 9, 2015; on the basis of article. 51 of the Act of August 5, 2015. for consideration of the complaint by the actors of the financial market and the Financial Ombudsman (OJ poz. 1348) article. 149 paragraph 11 was once again added 11 October 2015. the scope of the regulation of both points is completely different, they were placed in the order in which they were added by the legislature.

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