Stock exchange

M&A and corporate finance glossary: 55 entries in English and Polish

M&A and corporate finance glossary: stock exchange

The entries in this section explain how a company goes public and how it operates as a public company. They cover share and bond offerings, the prospectus and the information memorandum, the regulated market and NewConnect, tender offers, squeeze-outs and sell-outs, disclosure duties under MAR, notifications of major holdings, and corporate governance rules.

Prepared by the Capital One Advisers team. Entries last reviewed: November 12, 2026.

Entries from A to Z (55):

Accelerated bookbuild, ABB
Acting in concert
Admission and introduction to trading
Authorized Adviser
Authorized capital
Best Practice for WSE Listed Companies
Book building
Catalyst
Central Securities Depository of Poland, KDPW, and dematerialization
Closed period
Conditional share capital increase
Continuous trading and single-price auctions
Convertible bonds
Corporate bonds
Current and periodic reports, ESPI, EBI
Delayed disclosure of inside information
Delisting
Dividend record date
Free float
Greenshoe and stabilization
Information memorandum, public offering
Initial public offering, IPO
Inside information, MAR
Insider dealing and market manipulation
Insider list
Investment firm
Investor relations, IR
IPO lock-up
Managers’ transactions, PDMR dealings
Market capitalization
Market maker
Market sounding
Multilateral trading facility, MTF
NewConnect
Notification of major holdings
Polish Financial Supervision Authority, KNF
Preemptive right
Primary follow-on offering, FPO
Private, closed, and open subscription
Prospectus
Public and private offering
Public company
Record date for the general meeting
Regulated market
Rights to shares, PDA
Sell-out
Share allocation and scaling back of subscriptions
Share buyback
Squeeze-out
Subscription warrants
Tender offer
Tender offer price
Transfer from NewConnect to the regulated market
Warsaw Stock Exchange, WSE
WSE stock indices, WIG20, mWIG40, sWIG80

Accelerated bookbuild, ABB

Polish: przyspieszona budowa księgi popytu

An accelerated bookbuild (ABB) is a fast offering of a block of shares in a listed company, aimed at institutional investors and typically completed overnight or within a day. It is used when a large shareholder sells shares or when the company issues new ones. A new issue requires the exclusion of preemptive rights, for example by the management board under authorized capital if the articles of association authorize it to do so with the supervisory board’s consent (Article 447 § 1 KSH). The price is usually below the market price, and the size of the discount depends on the size of the block and on demand.

Acting in concert

Polish: porozumienie akcjonariuszy / działanie w porozumieniu

Under Article 87(1)(5) of the Polish Public Offering Act, acting in concert means a written or oral agreement on acquiring shares in a public company, voting together at the general meeting, or pursuing a lasting policy toward the company. The notification and tender offer duties then apply jointly to all parties, even if only one of them acted. The parties’ votes are added up, so crossing 50% together may trigger the duty to announce a tender offer. The Act presumes such an agreement in certain cases, for example between spouses.

Admission and introduction to trading

Polish: dopuszczenie i wprowadzenie do obrotu

Admission to trading is the decision of a regulated market operator that shares or other financial instruments meet the conditions for trading on that market. Introduction to trading is the next step, after which trading begins. On the WSE Main Market, the exchange’s management board makes both decisions under the exchange rules, and trading starts after the shares are registered with the Central Securities Depository of Poland (KDPW). On a multilateral trading facility such as NewConnect, instruments are introduced directly, without admission. For this reason, Polish law refers to shares admitted to a regulated market or introduced to an MTF.

Authorized Adviser

Polish: Autoryzowany Doradca

An Authorized Adviser is a firm entered by the Warsaw Stock Exchange on its list of Authorized Advisers, with which an issuer works when bringing financial instruments to the multilateral trading facility on NewConnect or Catalyst. Under the exchange’s Alternative Trading System Rules, the adviser checks whether the information document meets the requirements and, after the debut, advises the issuer and monitors how it meets its disclosure obligations. The rules provide exceptions, for example when the instruments are also listed on a regulated market. Investment firms and other entities that meet the exchange’s requirements perform this role.

Authorized capital

Polish: kapitał docelowy

Authorized capital is an authorization, granted in the articles of association, for the management board of a Polish joint-stock company to increase the share capital without a separate shareholder resolution for each issue (Article 444 KSH). The authorization may be granted for up to three years, and its amount may not exceed three-quarters of the share capital on the date it is granted. The board may issue shares for in-kind contributions only if the authorization allows it. Authorized capital lets a listed company issue shares quickly, for example through an accelerated bookbuild.

Best Practice for WSE Listed Companies

Polish: Dobre Praktyki Spółek Notowanych na GPW

The Best Practice for WSE Listed Companies is the set of corporate governance principles that the Warsaw Stock Exchange applies to issuers of shares on the WSE Main Market. The current edition, DPSN2021, has applied since July 1, 2021. It covers disclosure policy, the management and supervisory boards, internal systems and functions, the general meeting, conflicts of interest, and remuneration. It works on a comply-or-explain basis: a company that does not apply a principle publishes a report explaining why. NewConnect has a separate set of best practices.

Book building

Polish: budowa księgi popytu

Book building is the process in which the investment firm managing an offering collects bids from investors, mainly institutional ones, stating how many shares they want and what price they are willing to pay. On that basis, the final price and the allocation of shares in the institutional tranche are set, usually within a price range or up to a maximum price announced earlier. The book also shows the structure of demand, for example the share of long-term and foreign investors, which helps decide who receives shares.

Catalyst

Polish: Catalyst

Catalyst is the market for debt instruments run by the Warsaw Stock Exchange and BondSpot, a company in its group, mainly bonds issued by companies, local governments, and the State Treasury, as well as covered bonds. It includes segments operated as a regulated market and as a multilateral trading facility, and the choice of segment determines the entry requirements and the scope of the issuer’s disclosure obligations. Listing bonds on Catalyst makes it easier for investors to sell them before maturity and gives the bonds publicly available quotes, although it does not guarantee liquidity. A bond issuer on the multilateral trading facility usually works with an Authorized Adviser.

Central Securities Depository of Poland, KDPW, and dematerialization

Polish: Krajowy Depozyt Papierów Wartościowych i dematerializacja akcji

The Central Securities Depository of Poland (KDPW) operates Poland’s central securities depository and settles exchange trades. Clearing of these trades is handled by the clearing house KDPW_CCP. Dematerialization means that shares have no paper form, and the rights attached to shares registered with the depository arise when they are first recorded in a securities account. Shares of non-public companies are recorded in a shareholder register or, if a general meeting resolution so provides, in the securities depository (Articles 328¹ and 328¹¹ KSH). Shares and bonds that are to be traded on the Warsaw Stock Exchange must first be registered with KDPW. Investors’ accounts are kept by investment firms and banks that participate in the depository.

Closed period

Polish: okres zamknięty

A closed period is the 30 calendar days before the announcement of an interim or year-end financial report, during which a person discharging managerial responsibilities at an issuer may not trade, directly or indirectly, on their own account or for a third party in its shares or debt instruments or in derivatives or other financial instruments linked to them (Article 19(11) of the Market Abuse Regulation, MAR). The issuer may allow a trade in exceptional circumstances or under employee schemes, and must allow it in certain cases, including when it involves no active investment decision (Article 19(12) and (12a)). The ban applies whether or not the person has inside information. Not to be confused with a contractual IPO lock-up.

Polish: warunkowe podwyższenie kapitału zakładowego

A conditional share capital increase is an increase approved by the general meeting of a Polish joint-stock company on the condition that the persons granted rights to take up shares exercise them on the terms set in the resolution (Article 448 § 1 KSH). The resolution is adopted to grant rights to take up shares to holders of convertible bonds or bonds with priority rights, to employees and members of the management or supervisory board in exchange for in-kind contributions consisting of claims arising from acquired rights to a share in the profits of the company or its subsidiary, or to holders of subscription warrants. The nominal value of such an increase may not exceed twice the share capital at the time of the resolution. Companies use it in incentive plans and with convertible bonds.

Not to be confused with: authorized capital.

Continuous trading and single-price auctions

Polish: notowania ciągłe i jednolite

Continuous trading and single-price auctions are the two trading systems on the Warsaw Stock Exchange. In continuous trading, trades are executed during the continuous trading phase as soon as buy and sell orders match, and the price changes in real time; the system also includes opening and closing auctions (fixing). In the single-price auction system, the price is set at fixed times (fixing) on the basis of the orders collected up to that point; this system is used for less liquid shares. The exchange assigns shares to a trading system under its rules.

Convertible bonds

Polish: obligacje zamienne na akcje

Convertible bonds are bonds that entitle the bondholder to take up the issuer’s shares in exchange for the bonds (Article 19 of the Polish Bonds Act). A company may issue them if its articles of association allow it, and may not issue them below their nominal value. In a joint-stock company, a conditional increase in share capital secures the right to the shares, and the issuing resolution sets the method for converting the bonds into shares; the conversion period may not end later than the bonds’ maturity (Article 19(4) and (5)). The investor can benefit from a rise in the value of the shares, so the coupon, if the terms provide for one, is often lower than on straight bonds.

Corporate bonds

Polish: obligacje korporacyjne

Corporate bonds are securities issued in series by companies, under which the issuer acknowledges a debt to the bondholder and undertakes to perform a specified obligation, usually to pay interest and redeem the bonds at maturity. The Polish Bonds Act governs the issue, and the terms and conditions set the issuer’s obligations, including the maturity, and, where provided, the interest rate, security, and covenants. Bonds are offered in public or private offerings and, after issue, can be introduced to trading on Catalyst. For a company, they complement or replace bank loans.

See also: Catalyst, covenants, convertible bonds.

Current and periodic reports, ESPI, EBI

Polish: raporty bieżące i okresowe

Current and periodic reports are the information a listed company makes public. Periodic reports contain financial results; on the WSE Main Market they are annual, semiannual, and quarterly reports, while the MTF rules set the reports required there. Current reports cover corporate events, such as changes in the management board or general meeting resolutions, and the company discloses inside information in the same way, for example on the signing of a material contract. Companies on the regulated market send them through the ESPI system, which delivers them at the same time to the Polish Financial Supervision Authority (KNF), the exchange, and a news agency. Companies on NewConnect and on Catalyst’s multilateral trading facility send reports required by the market rules through EBI and, among other things, inside information and information from the major holding notifications they receive through ESPI.

More in the article “The importance of the new ASO rules for the safety of the NewConnect market”.

Delayed disclosure of inside information

Polish: opóźnienie publikacji informacji poufnej

Delayed disclosure of inside information is the option under Article 17(4) of the Market Abuse Regulation (MAR) for an issuer to postpone, on its own responsibility, the disclosure of inside information. It requires that immediate disclosure is likely to prejudice the issuer’s legitimate interests, that the delayed information does not contradict the issuer’s latest public announcement or other communication on the same matter, and that the issuer can ensure confidentiality. After disclosure, the issuer informs the Polish Financial Supervision Authority (KNF) of the delay. If confidentiality can no longer be ensured, for example after a leak, the information must be disclosed as soon as possible.

Delisting

Polish: wycofanie akcji z obrotu

Delisting is the end of trading in a public company’s shares on a regulated market or a multilateral trading facility at the company’s request. As a rule, the KNF grants permission if the general meeting has passed a delisting resolution by a 9/10 majority of votes cast, with shareholders holding at least half of the share capital present (Article 91 of the Public Offering Act). No permission is needed, among other cases, when shares are withdrawn from an MTF upon their admission to a regulated market (Article 91(18)). Shareholders who request that the matter be put on the agenda must first announce a tender offer for the other shareholders’ shares, unless all shareholders make the request (Article 91(10)). The exchange may also exclude shares from trading on grounds set out in the law and its rules.

Dividend record date

Polish: dzień dywidendy

The dividend record date is the date that determines who is entitled to the dividend for a given financial year. In a public company, and in a company whose shares are registered in a securities depository, the annual general meeting sets this date between five days and three months after the profit distribution resolution (Article 348 § 3–4 KSH). If the resolution does not set the date, the record date falls five days after the resolution. The dividend goes to shareholders who hold the shares in their accounts on the record date, so, because of settlement, the shares must be bought earlier. The dividend payment date comes later.

Not to be confused with: record date for the general meeting.

Free float

Polish: akcje w wolnym obrocie

Free float is the part of a listed company’s shares that investors can trade freely, that is, shares outside blocks held by major shareholders, strategic investors, or the State Treasury that the methodology of a given index or analysis excludes from the free float. How it is measured depends on the purpose: GPW Benchmark applies its own methodology when it weights companies in the exchange’s indices. A low free float limits liquidity and lowers a company’s weight in an index. At an IPO, investors and the exchange assess whether the shares will be spread widely enough for liquid trading.

Greenshoe and stabilization

Polish: opcja dodatkowego przydziału i stabilizacja

A greenshoe, or overallotment option, is the right of the investment firm managing an offering to buy additional shares at the offer price to cover an allotment above the base offering. The overallotment is usually made possible by a share loan from a major shareholder. If the price falls below the offer price after the debut, the stabilization manager may buy shares in the market to return them to the lender. If the price rises, it may exercise the option and uses the shares to repay the loan. Stabilization benefits from an exemption under the Market Abuse Regulation (MAR) if it meets the regulation’s conditions, including limits on duration and price.

Information memorandum, public offering

Polish: memorandum informacyjne (oferta publiczna)

An information memorandum is a simplified offering document that replaces the prospectus in smaller public offerings. Under Article 37b of the Polish Public Offering Act and a UKNF position of May 22, 2026, a public offering whose value is at least EUR 1 million and below EUR 5 million, also when added to offerings over the previous 12 months aggregated under Article 3(2c) of Regulation 2017/1129, needs no prospectus if the issuer or offeror publishes an information memorandum. The KNF must be notified of the offering at least 7 business days before the memorandum is published, and the memorandum is valid for no more than 12 months. A draft amendment to the Act would raise the upper limit to EUR 12 million. A ministerial regulation of June 2, 2026, sets out its content. It should not be confused with the information memorandum used in the sale of a company.

Not to be confused with: confidential information memorandum, CIM.

More in the article “Types of offerings of financial instruments”.

Initial public offering, IPO

Polish: pierwsza oferta publiczna

An initial public offering (IPO) is a company’s first offer of its shares to the public, usually combined with admitting the shares to trading on a regulated market or introducing them to a multilateral trading facility. The offering can include new shares, whose proceeds go to the company, shares sold by existing shareholders, or both. It requires a prospectus unless the rules exempt the offering; the Polish Financial Supervision Authority (KNF) generally approves the prospectus of a Polish issuer. The share price is often set through book building, and an investment firm usually manages the offering.

Inside information, MAR

Polish: informacja poufna

Under Article 7 of the Market Abuse Regulation (MAR), inside information is information of a precise nature that has not been made public, relates to an issuer or its financial instruments, and, if made public, would be likely to have a significant effect on their prices. The issuer must disclose inside information that directly concerns it as soon as possible unless it delays disclosure under the conditions of Article 17. Since June 5, 2026, in a protracted process such as acquisition talks, the issuer generally discloses only the final event, and discloses intermediate steps only if their confidentiality can no longer be ensured.

Insider dealing and market manipulation

Polish: wykorzystanie informacji poufnej i manipulacja na rynku

Insider dealing and market manipulation are forms of market abuse prohibited by the Market Abuse Regulation (MAR). Insider dealing means trading, or amending or canceling orders, on the basis of inside information (Article 8 of MAR). Recommending or inducing others to engage in it and unlawfully disclosing inside information are also prohibited (Article 14). Market manipulation covers conduct that gives, or is likely to give, false or misleading signals about the supply of, demand for, or price of an instrument, or secures its price at an abnormal or artificial level, such as wash trades or spreading false information. Violations carry administrative penalties imposed by the Polish Financial Supervision Authority (KNF) and criminal liability.

Insider list

Polish: lista osób mających dostęp do informacji poufnych

An insider list is a list, drawn up separately by the issuer and by each person acting on its behalf or account, of all people who work for the issuer or perform tasks for it that give them access to inside information, for example advisers, accountants, or credit rating agencies (Article 18 of the Market Abuse Regulation, MAR). The issuer and each person acting on its behalf or account must promptly update their lists and provide them to the Polish Financial Supervision Authority (KNF) on request. Issuers on an SME growth market, such as NewConnect, may include only persons with regular access to inside information, unless a member state imposes a broader duty. The list must be updated, for example, when a new adviser gains access to inside information about takeover negotiations (Article 18(4)).

Investment firm

Polish: firma inwestycyjna

An investment firm is an entity authorized to provide brokerage services; in Poland, this can be a brokerage house, a bank that runs a brokerage business, a foreign investment firm doing brokerage business in Poland, or a legal entity from outside the European Union that does brokerage business in Poland (Article 3(33) of the Act on Trading in Financial Instruments). In a share offering, it acts as the offering agent, an intermediary: it prepares the offering with the issuer or the selling shareholders, runs the book building, accepts subscriptions, and takes part in allocating the shares. Polish prospectuses often call it the oferujący, although the Public Offering Act uses that term for the person offering the securities (Article 4(7a)). As a rule, an offer of securities to the public must be made through an investment firm or a state-owned bank that runs a brokerage business (Article 19(1)(2)), with exceptions in the Act on Trading in Financial Instruments, for example for offerings with proceeds below EUR 1 million, also when added to offerings over the previous 12 months. Depending on the scope of its license, the investment firm also keeps investors’ securities accounts and executes their orders.

Investor relations, IR

Polish: relacje inwestorskie

Investor relations (IR) is a listed company’s communication with shareholders, investors, and analysts. It includes current and periodic reports, results presentations, investor meetings, an investor relations section of the company’s website, and answers to investors’ questions. The Best Practice for WSE Listed Companies provides, among other things, for investor meetings, held once a quarter in companies included in the WIG20, mWIG40, and sWIG80 indices. Communication must respect the Market Abuse Regulation (MAR), so the company may not unlawfully disclose inside information to selected investors. The regulation allows such disclosure in narrowly defined cases, for example in a market sounding.

IPO lock-up

Polish: zakaz sprzedaży akcji po IPO

An IPO lock-up is a contractual undertaking by existing shareholders not to sell shares for a set period after the debut without the consent of the investment firm managing the offering. The company often gives a similar undertaking not to issue new shares. The duration and exceptions are set in the agreement, which the prospectus usually describes. A lock-up reduces the risk that a large supply of shares will hit the market right after the debut, although it does not protect against a fall in the price for other reasons. It should not be confused with a general restriction on transferring shares in a shareholders’ agreement.

Managers’ transactions, PDMR dealings

Polish: transakcje osób pełniących obowiązki zarządcze

Managers’ transactions are transactions in an issuer’s shares or debt instruments or in derivatives or other financial instruments linked to them, made on their own account by members of the management and supervisory boards and other senior executives who have regular access to inside information about the issuer and the power to take managerial decisions affecting its future development and prospects, as well as by persons closely associated with them (Article 19 of the Market Abuse Regulation, MAR). Once the total value of a person’s transactions in a calendar year, added up without netting purchases against sales, reaches a threshold, that transaction and every later one must be notified to the issuer and the Polish Financial Supervision Authority (KNF) promptly and no later than three business days after the transaction (Articles 19(1) and 19(8)). Since December 2024, the threshold has been EUR 20,000. The issuer makes the information public within two business days of receiving the notification.

Market capitalization

Polish: kapitalizacja rynkowa

Market capitalization is the value of all of a listed company’s shares at the current market price, that is, the number of shares multiplied by the share price. It shows how the market values the company’s equity on a given day and is the reference point for equity value. It is also the starting point for enterprise value, which is reached by adding net debt and other adjustments, for example for noncontrolling interests. The exchange’s indices weight companies by the capitalization of their free float. The price in a takeover of a listed company may exceed its market capitalization by a control premium.

Market maker

Polish: animator rynku

A market maker is a firm that, under an agreement with the exchange or an MTF operator, continuously places buy and sell orders for its own account in a given issuer’s financial instruments, for example shares or bonds. This narrows the spread between bids and offers and supports trading liquidity. On the WSE Main Market, the market maker signs a market-making agreement with the exchange, and the company may separately hire an issuer’s market maker. On NewConnect, an application to introduce shares to trading generally includes a statement from the market maker, so the company uses one from its debut.

Market sounding

Polish: badanie rynku

A market sounding is the communication of information, before the announcement of a transaction, if any, to at least one potential investor in order to gauge interest in the transaction and its terms, such as size or price (Article 11 of the Market Abuse Regulation, MAR). It is carried out by an issuer, a shareholder selling a large block of shares, or an investment firm acting for them, for example before an accelerated bookbuild. A disclosure of inside information to securityholders by a party planning a takeover bid or merger is also a market sounding if they need the information to assess whether to tender their securities and their willingness to do so is reasonably required for the decision to make the bid or merger (Article 11(2) of MAR). If inside information is passed on, its disclosure is deemed legitimate when the market participant, among other things, obtains the recipient’s consent to receive it and informs the recipient that using it is prohibited. Without these conditions, the disclosure may be unlawful.

Multilateral trading facility, MTF

Polish: alternatywny system obrotu

A multilateral trading facility (MTF), called an alternative trading system (ASO) in Polish law, is a trading venue for financial instruments that operates under lighter rules than a regulated market. The Warsaw Stock Exchange runs NewConnect and part of Catalyst as MTFs. Instruments are usually introduced to an MTF without a prospectus, and the issuer’s disclosure obligations follow from the Alternative Trading System Rules and the Market Abuse Regulation (MAR). A company whose shares trade on an MTF in Poland is a public company. Not to be confused with a regulated market.

More in the article “The importance of the new ASO rules for the safety of the NewConnect market”.

NewConnect

Polish: NewConnect

NewConnect is a multilateral trading facility for shares of smaller companies, run by the Warsaw Stock Exchange and registered as an SME growth market. It is not a regulated market, so the entry requirements and disclosure obligations are lighter than on the WSE Main Market. Shares usually begin trading on NewConnect after a private placement and the publication of an information document, with the help of an Authorized Adviser and a market maker. Companies are subject to the Market Abuse Regulation (MAR): they publish inside information through the ESPI system and reports required by the market rules through the EBI system. The exchange divides listed shares into the NewConnect Focus, Base, and Alert segments.

Not to be confused with: regulated market.

More in the article “The importance of the new ASO rules for the safety of the NewConnect market”.

Notification of major holdings

Polish: zawiadomienie o zmianie udziału w ogólnej liczbie głosów

A notification of major holdings is the duty of a shareholder in a Polish public company who reaches or exceeds 5%, 10%, 15%, 20%, 25%, 33%, 33⅓%, 50%, 75%, or 90% of the total votes, or whose holding falls to or below such a threshold (Article 69 of the Public Offering Act). The shareholder notifies the KNF and the company promptly, within 4 business days of the day the shareholder learned of the change or, with due diligence, could have learned of it, or within 6 trading days of a trade on a regulated market or an MTF that caused it. The duty also applies when a stake above 10% changes by at least 2% of the total votes on the official listing market or by at least 5% on another regulated market or an MTF, and when a stake above 33% changes by at least 1%. Votes of subsidiaries and parties acting in concert count too. The duty also covers financial instruments that give the right to acquire shares or have a similar economic effect (Article 69b).

Polish Financial Supervision Authority, KNF

Polish: Komisja Nadzoru Finansowego

The Polish Financial Supervision Authority (KNF) supervises the financial market in Poland, including the banking, capital, insurance, and pension markets. In the capital market, it approves prospectuses, oversees the disclosure obligations of public companies, receives notifications of major holdings, grants permission to delist shares, and imposes penalties for market abuse. It acts through the Office of the Polish Financial Supervision Authority (UKNF), which also publishes positions explaining how the rules apply.

Preemptive right

Polish: prawo poboru

A preemptive right is the priority right of existing shareholders to subscribe for new shares in proportion to the shares they hold (Article 433 § 1 of the Polish Commercial Companies Code, KSH). It protects them from dilution of their stake and voting power. In the company’s interest, the general meeting may deprive shareholders of the preemptive right in whole or in part, and the resolution requires at least a four-fifths majority of votes. In a listed company, preemptive rights can be traded on the exchange; if they have been introduced to trading, a shareholder who does not want to subscribe can sell them.

Primary follow-on offering, FPO

Polish: kolejna emisja akcji, SPO

A primary follow-on offering, called SPO in Polish practice, is an issue of new shares by a company whose shares are already listed. It raises capital for growth, acquisitions, or debt repayment. It can be addressed to existing shareholders with preemptive rights, to selected investors, or to a broad group of investors. An issue without preemptive rights requires a shareholder resolution passed by at least a four-fifths majority or a management board decision under authorized capital if the articles of association authorize the board to exclude preemptive rights. Polish practice also calls a public sale of existing shares by shareholders an SPO, although it is not an issue; in the US, it is called a secondary offering.

More in the article “Types of offerings of financial instruments”.

Private, closed, and open subscription

Polish: subskrypcja prywatna, zamknięta i otwarta

Private, closed, and open subscription are the three ways of taking up new shares when a Polish joint-stock company increases its share capital (Article 431 § 2 KSH). In a private subscription, the company makes an offer to a named addressee, who accepts it in writing. In a closed subscription, the shares are offered only to shareholders who hold preemptive rights. In an open subscription, the shares are offered by public announcement to persons without preemptive rights. Any of these methods can also be an offer to the public if it meets that definition.

More in the article “Types of offerings of financial instruments”.

Prospectus

Polish: prospekt emisyjny

A prospectus is the document required for an offer of securities to the public and for their admission to trading on a regulated market, unless an exemption applies. It describes the issuer, its financial position, risk factors, the securities, and the terms of the offering under Regulation (EU) 2017/1129. The Polish Financial Supervision Authority (KNF) generally approves the prospectus of a Polish issuer. For certain non-equity securities, such as bonds with a denomination of at least EUR 1,000, the issuer may choose the authority of another member state where it offers them or seeks their admission to trading (Article 2(m) of the Regulation). From June 5, 2026, Regulation 2024/2809 (the Listing Act) raised the EU exemption threshold to EUR 12 million over 12 months and allowed member states to lower it to EUR 5 million. According to a KNF Office (UKNF) position of May 22, 2026, Poland applies a EUR 5 million threshold during the transition period.

Not to be confused with: information memorandum, public offering.

More in the article “Types of offerings of financial instruments”.

Public and private offering

Polish: oferta publiczna i oferta prywatna

Under Regulation (EU) 2017/1129, an offer of securities to the public is a communication to persons that presents enough information on the terms of the offer and the securities for an investor to decide whether to buy them, while a private offering in Polish practice is an offering exempt from the prospectus requirement because of whom it targets. The exemption covers, for example, offerings to qualified investors only or fewer than 150 persons per member state, not counting qualified investors. Formally, such an offering can still be an offer to the public.

More in the article “Types of offerings of financial instruments”.

Public company

Polish: spółka publiczna

Under Article 4(20) of the Polish Public Offering Act, a public company is a company with at least one share admitted to trading on a regulated market or introduced to trading on a multilateral trading facility in Poland. This status brings disclosure obligations, the rules on notifications of major holdings and on tender offers, and special rules for calling general meetings. The mandatory tender offer after crossing 50% of the votes does not apply, however, to companies whose shares trade only on an MTF (Article 75(3)(1)). A joint-stock company whose shares are not listed is not a public company, even if it has many shareholders.

Record date for the general meeting

Polish: dzień rejestracji uczestnictwa w walnym zgromadzeniu

The record date for the general meeting falls sixteen days before the general meeting of a Polish public company, and the right to attend belongs to persons who are shareholders on that day and to pledgees and usufructuaries with voting rights whose rights are registered in the securities account on that day (Articles 406¹ § 1 and 406² KSH). Selling shares after the record date does not remove the right to attend, and buying them does not grant it. A shareholder whose shares are recorded in an account requests a certificate of the right to attend from the entity that keeps the account, no earlier than the announcement of the meeting and no later than the first weekday (dzień powszedni) after the record date. A public company must announce the meeting at least 26 days in advance.

Not to be confused with: dividend record date.

Regulated market

Polish: rynek regulowany

A regulated market is a trading venue for financial instruments that operates under the MiFID II directive and the Polish Act on Trading in Financial Instruments and is supervised by the Polish Financial Supervision Authority (KNF). In Poland, the Warsaw Stock Exchange runs the regulated market for shares as the WSE Main Market. Admission of shares to this market generally requires a prospectus. The issuer has full disclosure obligations, reports through the ESPI system, applies the Best Practice for WSE Listed Companies or explains any departures from it, and generally prepares any consolidated financial statements under IFRS.

Rights to shares, PDA

Polish: prawo do akcji

Rights to shares (PDA, from the Polish prawa do akcji) are securities that entitle the holder to receive dematerialized new shares of a Polish public company (Article 3(29) of the Act on Trading in Financial Instruments). They arise when the shares are allotted. They expire when the shares are registered with the securities depository or when a court decision refusing to register the share capital increase becomes final. Trading in PDAs lets investors trade rights to the new shares before the court registers the capital increase. In offerings of new shares on the Warsaw Stock Exchange, PDAs are often listed first and the shares after registration.

Sell-out

Polish: przymusowy odkup

A sell-out is the right of a shareholder in a Polish public company to require a shareholder who has reached or exceeded 95% of the total votes to buy that shareholder’s shares (Article 83 of the Public Offering Act). The demand must be made in writing within three months after the threshold is reached or, if this was not made public, after the shareholder learned of it or could have learned of it with due diligence (Article 83(1a)). The majority shareholder, its subsidiaries and parent entities, and parties acting in concert that together hold at least 95% of the votes must jointly and severally meet the demand within 30 days. The price may not be lower than the minimum under the tender offer pricing rules (Articles 79 and 79a, and for shares traded only on an MTF also Article 91(6)–(8)). If the threshold was reached through a tender offer for all remaining shares, it may not be lower than that tender offer price (Article 83(4)–(5)).

Squeeze-out

Polish: przymusowy wykup

A squeeze-out is the right of a shareholder in a Polish public company who, alone or together with subsidiaries, parent entities, and parties acting in concert, has reached at least 95% of the total votes to require the remaining shareholders to sell all their shares (Article 82 of the Public Offering Act). The right may be exercised within three months after reaching the threshold. The shares are acquired without the minority’s consent. The price is set under Article 82(2), which refers to the tender offer pricing rules (Articles 79 and 79a, and for shares traded only on an MTF also Article 91(6)–(8)). If the threshold was reached through a tender offer for all remaining shares, the price may not be lower than the tender offer price. The demand may be announced only once collateral of at least 100% of the shares’ value is in place.

Subscription warrants

Polish: warranty subskrypcyjne

Subscription warrants are securities that entitle the holder to subscribe for or take up shares, with preemptive rights excluded, issued in connection with a conditional increase or an authorized capital increase of a Polish joint-stock company (Article 453 § 2 KSH). The issuing resolution specifies who is entitled to take up the warrants, the issue price of the warrant or how it is set if the warrants are issued for consideration, the number of shares per warrant, and the exercise deadline, which may not exceed 10 years (Article 453 § 3). Warrants issued by the management board under authorized capital must be exercised before the authorization expires (Article 444 § 7). Companies use them in incentive plans, alongside bond issues, and in agreements with investors who will take up shares later.

Tender offer

Polish: wezwanie do zapisywania się na sprzedaż lub zamianę akcji

A tender offer is a public offer to acquire shares of a Polish public company for cash or in exchange for other securities, announced under the Public Offering Act. A shareholder who exceeds 50% of the total votes must, within three months, announce a tender offer for all remaining shares (Article 73), unless its stake falls to 50% or less in that time through a capital increase, an amendment to the articles, or the expiry of share preferences. The duty does not arise, among other cases, in a company whose shares trade only on an MTF or when the threshold is crossed through a voluntary tender offer (Articles 73(5) and 75(3)). In a company whose shares are on a regulated market, a voluntary tender offer is also possible (Article 72a). The announcement requires collateral of at least 100% of the value of the shares sought.

Tender offer price

Polish: cena w wezwaniu

The tender offer price is the price a bidder offers per share of a Polish public company. For shares listed on a regulated market, it may not be lower than the average market price over both the 3 and the 6 months before the tender offer notice, or over a shorter trading period if the shares have traded for less time (Article 79 of the Public Offering Act). Nor may it be lower than the highest price, or the highest value of other assets or rights, that the bidder, its subsidiaries and parent entities, and parties acting in concert paid or gave, or agreed to pay or give, for those shares in the 12 months before the notice. If a market price cannot be set, the company is in restructuring or bankruptcy, or trading in the shares was thin within the meaning of Article 79(3a), the price may not be lower than fair value. The bidder may agree on a lower price with a shareholder from whom it will acquire at least 5% of the company’s shares in the tender offer, but only for that shareholder’s shares (Article 79(4)). Separately, the KNF may approve a lower tender offer price in the cases listed in Article 79(4a) if it is not below fair value (Article 79(4b)).

Transfer from NewConnect to the regulated market

Polish: przeniesienie z NewConnect na rynek regulowany

A transfer from NewConnect to the regulated market is the admission and introduction to trading on the WSE Main Market of shares of a company that has traded on the multilateral trading facility. It requires meeting the admission conditions in the exchange rules, including those on the value and dispersion of the shares, and, as a rule, a prospectus approved by the Polish Financial Supervision Authority (KNF), unless an exemption applies. After the transfer, the company reports through the ESPI system, applies the Best Practice for WSE Listed Companies or explains any departures from it, and generally prepares any consolidated financial statements under IFRS.

More in the article “The importance of the new ASO rules for the safety of the NewConnect market”.

Warsaw Stock Exchange, WSE

Polish: Giełda Papierów Wartościowych w Warszawie

The Warsaw Stock Exchange (WSE, in Polish GPW) is a joint-stock company that operates Poland’s regulated market for shares and other financial instruments, known as the WSE Main Market, as well as the NewConnect market and, jointly with BondSpot, the Catalyst market. It sets the trading rules, the conditions for admission and introduction to trading, and the corporate governance principles for listed companies. GPW Benchmark, a company in the exchange’s group, administers the exchange’s indices and interest rate benchmarks, including WIBOR and POLSTR. The WSE itself is a public company listed on its own market.

WSE stock indices, WIG20, mWIG40, sWIG80

Polish: indeksy giełdowe

Stock indices track changes in the value of a portfolio of shares of a selected group of companies. For the WSE Main Market, GPW Benchmark calculates, among others, the broad WIG index, WIG20 for the 20 largest and most liquid companies, mWIG40 for mid-sized companies, and sWIG80 for smaller ones. Free-float capitalization and trading value determine membership, and the weight of a single company in WIG20 is capped. Index membership attracts funds that track the index. Some principles of the Best Practice for WSE Listed Companies also depend on index membership.

If you are preparing a company for a stock market listing or a bond issue, see the service pages IPO on the WSE and Bonds/Catalyst.

Other sections of the glossary: Deal basics and types, Sale process and documents, Due diligence, Valuation, Price and settlement, SPA and risk allocation, Shareholders and investor rights, Financial statements and metrics, Corporate banking. Index of all entries: M&A and corporate finance glossary.

M&A and corporate finance glossary: stock exchange

Accelerated bookbuild, ABB

Acting in concert

Admission and introduction to trading

Authorized Adviser

Authorized capital

Best Practice for WSE Listed Companies

Book building

Catalyst

Central Securities Depository of Poland, KDPW, and dematerialization

Closed period

Conditional share capital increase

Continuous trading and single-price auctions

Convertible bonds

Corporate bonds

Current and periodic reports, ESPI, EBI

Delayed disclosure of inside information

Delisting

Dividend record date

Free float

Greenshoe and stabilization

Information memorandum, public offering

Initial public offering, IPO

Inside information, MAR

Insider dealing and market manipulation

Insider list

Investment firm

Investor relations, IR

IPO lock-up

Managers’ transactions, PDMR dealings

Market capitalization

Market maker

Market sounding

Multilateral trading facility, MTF

NewConnect

Notification of major holdings

Polish Financial Supervision Authority, KNF

Preemptive right

Primary follow-on offering, FPO

Private, closed, and open subscription

Prospectus

Public and private offering

Public company

Record date for the general meeting

Regulated market

Rights to shares, PDA

Sell-out

Share allocation and scaling back of subscriptions

Share buyback

Squeeze-out

Subscription warrants

Tender offer

Tender offer price

Transfer from NewConnect to the regulated market

Warsaw Stock Exchange, WSE

WSE stock indices, WIG20, mWIG40, sWIG80