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Guidebook for foreign issuers of securities

 Introduction of shares to an organised market by a foreign issuer

Resolution concerning a public offering in Poland and introduction of shares to trading on the organised market in Poland

In order to carry out a public offering and/or introduce shares to trading on the organised market, the competent authority of the issuer should pass relevant resolutions. In addition, an issuer which is not a public company in Poland, i.e., issuer whose shares are not registered in KDPW, must pass a resolution authorising the issuer’s Management Board to execute a shares registration agreement with KDPW S.A.

Execution of an agreement concerning registration of shares in KDPW requires an authorisation granted in a resolution of the issuer’s decision-making authority and, for an issuer which is a joint-stock company, a resolution of the general meeting. For foreign companies, the authority competent to grant the authorisation is the authority which is competent to grant the authorisation according to the regulations applicable in the country of the registered office of the issuer. The resolution granting such authorisation should:
- specify the shares concerned (series, type, number);
- specify the market to which the shares are to be introduced as well as the market operator;
- provide that the shares specified therein are to be registered in KDPW. 

If shares to be introduced to the Polish market have been or are to be registered in another foreign CSD (central securities depository), KDPW will be the secondary depository. In that case, follow the guidelines set out below in this presentation.

If such shares are not required to be registered in a depository in the country of the registered office of the issuer and if such shares are not to be dual-listed (i.e., listed on the home market and in Poland), then the shares of the company may be registered directly in KDPW, which will then be the home depository.

KDPW has established direct operational links with a number of foreign depository-settlement institutions, thanks to which KDPW supports trade in foreign securities on the organised market in Poland: 

  • Clearstream Banking SA Luxembourg (ICSD),
  • Euroclear Bank SA/NV (ICSD),
  • Nasdaq CSD SE (Baltic CSD),
  • Centralny Depozitar AD (Bulgarian CSD, via Unicredit Bulbank AD),
  • KDD (Slovenian CSD, via Nova Ljubljanska banka d.d.),
  • Keler Rt. (Hungarian CSD),
  • OeKB AG (Austrian CSD).


KDPW registers shares of issues whose registered office is among others in Australia, Austria, Bulgaria, Canada, Cyprus, Czech Republic, Estonia, Estonia, France, Germany, Hungary, Italy, Lithuania, Luxembourg, Netherlands, Slovakia, Slovenia, Spain, Sweden, UK, USA.

If shares are required to be registered in a central depository in the country of the registered office of the issuer or if such shares are to be dual-listed, then the shares are registered in KDPW as a secondary depository. The issuer should contact KDPW to confirm whether KDPW has executed an agreement establishing an operational link with a depository in the country of the registered office of the issuer. If so, it will be possible to begin the process of registration of the shares in KDPW.
 
If KDPW has not yet executed an agreement establishing an operational link with a depository in the country of the registered office of the issuer, please contact us.

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