ACT ON TRADING IN FINANCIAL INSTRUMENTS - ebrd.com

1 POLAND ACT ON TRADING IN FINANCIAL INSTRUMENTS Important Disclaimer This translation has been generously provided by the Polish FINANCIAL Supervision Authority. This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in the translation. The text should be used for information purposes only and appropriate legal advice should be sought as and when appropriate. The present English text is furnished for information purposes original Polish text published in the Journal of Laws is binding in all TRADING in FINANCIAL Instruments1)dated July 29th 2005 1) This Act implements, within the scope of its regulation, the following Directives:1) Council Directive 93/6/EEC of March 15th 1993 on the capital adequacy of investment firms andcredit institutions (OJ L 141, )2) Council Directive 93/22/EEC of May 10th 1993 on investment services in the securities field (OJL 141, ; OJ L 168, ; OJ L 290, ; and OJ L 35, ).

2 3) Directive 97/9/EC of the European Parliament and of the Council of March 3rd 1997 on investor-compensation schemes (OJ L 84, );4) Directive 2001/34/EC of the European Parliament and of the Council of May 28th 2001 on theadmission of securities to official stock-exchange listing and information to be published on thosesecurities (OJ L 184, ; OJ L 96, ; OJ L 345, ; and OJ L 390, );5) Directive 2002/87/EC of the European Parliament and of the Council of December 16th 2002 on thesupplementary supervision of credit institutions, insurance undertakings and investment firms in afinancial 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 EuropeanParliament and of the Council (OJ L 35, );6) Directive 2003/6/EC of the European Parliament and Council of January 28th 2003 on insiderdealing and market manipulation (market abuse) (OJ L 96, ).

3 7) Commission Directive 2003/124/EC of December 22nd 2003, implementing Directive 2003/6/ECof the European Parliament and of the Council as regards the definition and public disclosure ofinside information and the definition of market manipulation (OJ L 339, );8) Council Directive 2003/125/EC of December 22nd 2003 implementing Directive 2003/6/EC of theEuropean Parliament and of the Council, as regards the fair presentation of investmentrecommendations and the disclosure of conflicts of interest (OJ L 339, );9) Commission Directive 2004/72/EC of April 29th 2004 implementing Directive 2003/6/EC of theEuropean Parliament and of the Council as regards accepted market practices, the definition ofinside information in relation to derivatives on commodities, the drawing up of lists of insiders, thenotification of managers transactions and the notification of suspicious transactions (OJ L 162, ).

4 The data contained herein and relating to the promulgation of EU legal acts relate as of the date ofPoland s accession to the European Union to the promulgation of such legal acts in the Official Journal ofthe European Union special Act amends the following statutes: Act on Acquisition of Real Estate by Foreign Nationals ofMarch 24th 1920, Code of Civil Procedure of November 17th 1964, Act on Administrative EnforcementProcedure of June 17th 1966, Personal Income Tax Act of July 26th 1991, Corporate Income Tax Act ofFebruary 15th 1992, Act on the Banking Guarantee Fund of December 14th 1994, Bond Act of June 29th1995, Act on Tax Offices and Chambers of June 21st 1996, Act on Rules Governing the Exercise of StateTreasury s Rights of August 8th 1996, Act on the Registered Pledge and the Pledge Register ofDecember 6th 1996.

5 Act on Sureties and Guarantees Issued by the State Treasury and Certain LegalPersons of May 8th 1997, Act on the Organisation and Operation of Pension Funds of August 28th 1997,Act on Court Enforcement Officers and Enforcement Proceedings of August 29th 1997, Banking Law ofAugust 29th 1997, Act on the Social Security System of October 13th 1998, Commercial CompaniesCode of September 15th 2000, Commodity Exchange Act of October 26th 2000, Act on StorageWarehouses and on Amending the Civil Code, Code of Civil Procedure and Other Statutes of November16th 2000, Act on Prevention of Money Laundering Practices and Financing of Terrorism of November16th 2000, Act on the Final Nature of Settlements in Payment Systems and Securities Clearing Systems,and Rules of Supervision over Such Systems of August 24th 2001, Act on Responsibility of Group2 Part IGeneral ProvisionsArt.

6 This Act defines the rules, manner and conditions for commencing and conductingbusiness which involves TRADING in securities and other FINANCIAL INSTRUMENTS , therights and obligations of entities engaged in such TRADING and the The provisions of this Act shall not apply to promissory notes and cheques withinthe meaning of the Promissory Note and Cheque Within the meaning of this Act, FINANCIAL INSTRUMENTS shall include:1) securities;2) any of the following INSTRUMENTS other than securities:a) units in collective investment undertakings,b) money market INSTRUMENTS ,c) futures contracts and other equivalent cash-settled FINANCIAL INSTRUMENTS ,forward interest-rate agreements, equity, interest-rate and currency swaps,d) options to buy or sell any FINANCIAL INSTRUMENTS , interest rate options,currency options, options on such options and other equivalent cash-settled FINANCIAL INSTRUMENTS .

7 E) property rights whose price depends whether directly or indirectly, on thevalue of items of specified type, specified types of energy, measurementsand allowances of production or pollution emissions (derivatives oncommodities)f) any other INSTRUMENTS admitted or sought to be admitted to TRADING ona regulated market in the territory of a Member Broker-traded FINANCIAL INSTRUMENTS shall be the FINANCIAL INSTRUMENTS referred to inArt. and Art. reference in this Act to: Entities for Prohibited Acts Subject to Penalty of October 28th 2002, Bankruptcy and Recovery Law ofFebruary 28th 2003, Insurance Activities Act of May 22nd 2003, Insurance Brokerage Act of May 22nd2003, Act on Certain Types of FINANCIAL Collateral of April 2nd 2004, Act on Personal Pension Accountsof April 20th 2004, Act on Investment Funds of May 27th 2004, Act on Freedom of Business of July 2nd2004 and Act on European Grouping of Economic Interests and on the European Company of March )

8 Securities shall mean:a) shares, pre-emptive rights within the meaning of the CommercialCompanies Code of September 15th 2000 ( No. 94, item 1037, asamended2)), rights to shares, subscription warrants, depositary receipts,bonds, mortgage bonds, investment certificates and other transferablesecurities, including securities incorporating property rights equivalent torights attached to shares or debt, issued under pertinent provisions ofPolish or foreign laws;b) other transferable property rights created by issuance, which incorporate aright to acquire or subscribe for securities referred to in Art.

9 Or areexercisable by way of cash settlement (derivative rights);2) alternative TRADING system shall mean a multilateral TRADING system organisedby an investment firm or a company operating a regulated market, which isused for TRADING in securities and money market INSTRUMENTS outside aregulated market and ensures concentration of supply and demand so as toenable transactions between participants of the system; a market organisedunder and in accordance with an agreement with an issuer of securities shallnot be deemed an alternative TRADING system if the issuer is the State Treasuryor the National Bank of Poland;3) units in collective investment undertakings shall mean securities andfinancial INSTRUMENTS other than securities, which represent property rights ofunit holders of collective investment undertakings, including in particularinvestment fund units, issued under pertinent provisions of Polish or foreignlaws.

10 4) Public Offering Act shall mean the Act on Public Offering, ConditionsGoverning the Introduction of FINANCIAL INSTRUMENTS to Organised TRADING ,and Public Companies of July 29th 2005 ( of 2005, No 184, item 1539)5) public offering shall mean a public offering as defined in the PublicOffering Act, which concerns securities governed by the provisions of thePublic Offering Act;6) primary TRADING shall mean primary TRADING as defined in the Public OfferingAct;7) secondary TRADING shall mean:a) a public offering made by an entity other than an issuer or a firmcommitment underwriter, or acquisition of securities from such entity, orb) an offer of FINANCIAL INSTRUMENTS other than securities made by an entityother than an issuer in accordance with Art.