Resolution No. 480/2014
of the Warsaw Stock Exchange Management Board
dated 18 April 2014
concerning the admission to exchange trading on the WSE Main List of
the ordinary shares of the company TALANX AKTIENGESELLSCHAFT
with its registered office in Hannover (Federal Republic of Germany)
§ 1
Pursuant to § 3.1, § 3.2, 3.3, § 3.5 and § 3.6 of the WSE Rules, the WSE Management Board resolves to admit to exchange trading on the main market 252,797,634 ordinary shares of the company TALANX AKTIENGESELLSCHAFT.
§ 2
This Resolution shall take effect on the date of adoption.
Justification
Pursuant to the provisions of § 3.3 in connection with § 10(5) of the WSE Rules, if justified the WSE Management Board may resign from the application of requirements set forth in § 3.3(2) of the WSE Rules, i.e., the requirements concerning the need to ensure adequate dispersion of shares concerned by the application for admission to exchange trading, if it has decided that it does not jeopardize the interests of the trading participants. In applying the exception, the WSE Management Board should especially take into account the requirements referred to in § 10(5) of the WSE Rules, i.e., the safety of exchange trading and interests of trading participants.
In the opinion of the WSE Management Board, the information presented by the company TALANX AKTIENGESELLSCHAFT in connection with seeking admission of the ordinary shares of the company to exchange trading on the main market give sufficient grounds to conclude that the admission to trading of the shares of the company for which the requirement set in § 3.3(2)(a) of the WSE Rules is not fulfilled, does not jeopardize the safety of exchange trading and the interests of the trading participants. This conclusion is supported in particular by a significant number of shares held by small shareholders, each of whom is entitled to exercise no more than 5% of votes at the general meeting, i.e., 36,604,192 (such shares represent 14.5% of the shares of the company concerned by the application for admission). The value of such shares (calculated at the average trading price of such shares on the Frankfurt Stock Exchange and on the Hannover Stock Exchange in the last three months prior to the date of submission of the application for admission - EUR 24.816) is EUR 908 million, which exceeds the threshold set in § 3.2(2)(b) of the WSE Rules and the threshold set in § 2.2(2) of the Regulation of the Minister of Finance dated 12 May 2010 concerning specific conditions to be fulfilled by a market of official exchange listing and issuers of securities admitted to trading on such market (Journal of Laws No. 84, item 547).
The shares of the company TALANX AKTIENGESELLSCHAFT are listed on the regulated market of the Frankfurt Stock Exchange (regulated market segment Prime Standard) and on the regulated market of the Hannover Stock Exchange. On 12 December 2012, the Hannover Stock Exchange classified the shares of the company in the MDAX index (mid-cap companies index).
Considering the foregoing, the WSE Management Board has decided to resign from the application of requirement set forth in § 3.2(2)(a) of the WSE Rules with respect to the shares of the company TALANX AKTIENGESELLSCHAFT and to approve the application for their admission to exchange trading on the main market.
Further to the foregoing, the WSE Management Board has decided as stated in the resolution.
Gielda Papierow Wartosciowych w Warszawie SA (Warsaw Stock Exchange, GPW) is a Poland-based stock exchange. It is a parent entity of WSE Group that offers products and services within its trading markets of equity, derivate, fixed income and structured products. It also distributes market data. The Company has two business lines: Financial market, which includes trading in equities, derivatives, fixed-income and other instruments, listing, and information services; and Commodity market, which includes trading in electricity and property rights in certificates of origin, operation of a register of certificates of origin, clearing, trade and technical trade operator services. As of December 31, 2011, it operates two wholly owned subsidiaries, WSEInfoEngine SA, providing data transmission and information services; and Instytut Rynku Kapitalowego WSE Research SA, engaged in publishing; as well as 92.47%-owned BondSpot SA.
GIELDA PAPIERÓW WARTOSCIOWYCH W WARSZAWIE S.A. 
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