October 14, 2010
Attention: Kathryn McDonald
Gielda Papierów Wartosciowych w Warszawie S.A. -- the Warsaw Stock Exchange (the "Issuer")
Request for Permission under s. 38(3) of the Securities Act (Ontario)
Further to your letter of October 7, 2010 and email of October 13, 2010 (collectively, the "Letter"), we understand that:
1. A selling shareholder is proposing to make an offering of ordinary bearer series B shares of the Issuer (the "Shares") to, among others, certain institutional investors in Poland, the United States and elsewhere outside the United States, including Ontario, Canada.
2. Prospective Ontario purchasers, who must be Accredited Investors and/or Permitted Clients in Ontario, will receive a Canadian offering memorandum that includes an international offering circular (the "Offering Circular") and a Canadian supplement.
3. The managers for the offering will rely on appropriate exemptions from the prospectus requirements, and will either rely on the "international dealer" exemption to the registration requirements, or will be appropriately registered under the Securities Act (Ontario), when distributing securities to residents of Ontario.
4. The Issuer intends to make application to the Warsaw Stock Exchange (the "WSE") for admission and introduction of the Shares on WSE's Main Market and for their listing on WSE in the continuous trading system.
5. The Offering Circular will contain one or more representations identical or substantially similar to the following (the "Listing Representations"): "The Company intends to apply for the admission and introduction of up to 26,786,530 ordinary bearer series B shares, including all of the Sale Shares, on WSE's Main Market and for their listing on WSE in the continuous trading system. It is the Company's intention that trading in the Shares on WSE will commence on November 9, 2010."
6. The WSE has not granted approval for the admission and introduction of the Shares to WSE's Main Market or for their listing on WSE in the continuous trading system, conditional or otherwise, nor have they consented to, nor indicated that they do not object to the Listing Representations.
7. The Offering Circular discloses that all dealings in the Shares on the WSE are conditional on admission of the Shares to the WSE.
8. The Issuer seeks permission to include the Listing Representation in the Offering Circular to be provided to or made available to prospective Ontario purchasers.
Based upon the representations above and the representations contained in the Letter, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representation in the Offering Circular to be provided to or made available to prospective Ontario purchasers.
Yours very truly,