Publication date: January 13, 2026
The NewConnect exchange operates as an alternative trading system operated by the Warsaw Stock Exchange. It was established to create a space for small and medium-sized companies with high potential, which can be tapped thanks to the capital injection NewConnect seeks to offer. In November 2025, the WSE announced changes to the regulations of this exchange, as well as the Catalyst exchange. However, it is widely known that the change will primarily affect NewConnect. It is intended to increase the transparency of companies listed there and ensure the attractiveness of the exchange. This is one of the first steps towards the “revitalization of NewConnect.” Nevertheless, companies continue to withdraw from NewConnect or seek to migrate to the regulated market.
Although announced in 2025, the change will come into effect on May 7, 2026, until then, companies have the opportunity to ensure that the new rules will not result in their exclusion. The new §12b section 1 of the Alternative Trading System Rules, together with annexes, in the wording adopted by Resolution No. 147/2007 of the WSE Management Board dated March 1, 2007, including the introduced ones, specifies that the Alternative Trading System reserves the right to exclude an issuer’s financial instruments if it fails to publish annual reports (or consolidated reports) for at least the last two financial years. Under §12b section 1, non-publication is also considered to be (a) publication of a report without an audit report on the financial statements prepared by an audit firm; (b) publication of a report containing financial statements on which the audit firm has issued an adverse opinion; (c) publication of a report containing financial statements on which the audit firm refused to issue an opinion.
§12b.2 clarifies that when making an exclusion decision, the Organizer is obligated to justify it and immediately notify it electronically (to the last email address provided) to the issuer. If this is not possible, the decision becomes effective on the date of its publication on the website. Within 10 days of receiving the exclusion decision, the issuer may submit a request for reconsideration of the decision (§12b.3). Such a request may be submitted electronically or in paper form. The Organizer has 30 days to consider such a request, having first sought the opinion of the Exchange Supervisory Board (§12b.4). If additional information is required, the deadline begins on the date of receipt of this information. If the Organizer determines that the request is fully justified, it may rescind the decision without involving the Exchange Supervisory Board. This is only possible if the issuer publishes all outstanding annual reports before considering the request (§12b.4). This means that even if companies fail to submit their reports by May 7, 2026, they will not be excluded if they manage to do so before the application review period expires. Effectively, if a company receives an exclusion decision on May 7, they have 10 days (May 17) to appeal and then have until July 3 to attempt to submit the outstanding reports (assuming the Organizer uses all available time to consider the decision).
The decision to delist from trading is enforceable within 5 business days of the deadline for submitting a review application or 5 business days after the review is considered (§12b, section 5). Until then, trading in the financial instruments in question is suspended (§12b, section 6). Therefore, even if a company receives a delisting decision on May 7, 2026, the instrument will initially be suspended and the delisting will only take place around May 22, 2026.
One of the major restrictions introduced by the new section of the regulations is the time after which an issuer will be able to apply for reintroduction to trading. Such an application for reintroduction to trading in the alternative trading system of instruments of an issuer whose instruments have been excluded under §12b may be submitted no earlier than 12 months from the date of submission of the resolution on exclusion or 12 months from the date of submission to the issuer of the resolution upholding such a decision (in the case of an application for reconsideration). This is therefore a significant period during which the issuer will be unable to use NewConnect. Furthermore, the regulation does not specify whether the ban applies only to the same instruments (or type) or to any instruments originating from the issuer. Although a limited number of instruments from a single issuer typically appear on NewConnect, due to the exchange’s primary purpose as a venue for raising financing for young companies.
The new rules do not introduce new obligations for issuers, who were already required to submit reports in accordance with Appendix 3 to the Alternative Trading System Rules. However, many companies were persistently late in submitting them, which resulted in lower investor confidence, hence the need to introduce more stringent sanctions. The requirements for reports and the information they should contain are contained in Appendix 3, where §5 primarily concerns annual reports, referred to in §12b of the Alternative Trading System Rules. Issuers are required to submit annual and quarterly reports (§5 sec. 1). Additionally, if the issuer is a parent entity, it must submit consolidated reports (§5 sec. 2). According to §5 sec. 6.1., the annual report must include at least: a letter outlining the issuer’s most important achievements or failures and business development prospects for the coming financial year, selected financial data, a description of the capital group’s organization, an annual financial statement prepared in accordance with applicable accounting principles and audited by an audit firm, a report on the issuer’s activities, and other accounting-related elements dependent on the capital group’s organization. Furthermore, in accordance with §5.6.2., all data included in the annual financial statement must be accompanied by comparable data for the previous financial year. Pursuant to §5.6.3., the annual report should also include information on the issuer’s compliance with the corporate governance rules applicable to issuers of shares introduced to the alternative trading system on the NewConnect market. Additional rules apply to consolidated reports and they must be submitted no later than 5 months from the balance sheet date as of which the annual financial statements were prepared, and no later than on the date of convening the issuer’s annual general meeting approving the annual financial statements included in the annual report (§5 section 6.11).
While the obligation to publish reports is not new, the Warsaw Stock Exchange (GPW) predicts that over 30 NewConnect companies failed to publish their reports by December 2025. It should be noted that issuers must submit reports from at least the last two years to avoid exclusion. Therefore, all companies will be required to prepare their reports, including overdue ones, by May 7, 2026. However, as previously stated, failure to meet all requirements by this deadline does not mean immediate exclusion of the instruments.
This is not the only way trading in financial instruments can be suspended or withdrawn; Chapter IV of the ATS Rules governs such cases. Suspensions are regulated in §11 and can result from various events. They may occur, among others: at the request of the issuer (§11 sec. 1 item 1)), if the Organizer determines that the security of trading or the interests of its participants so require (§11 sec. 1 item 2)), and if the issuer violates the regulations applicable in the alternative system (§11 sec. 1 item 3)). When suspending trading, the Organizer sets a period until which the suspension applies, which may be extended at the request of the issuer or if the Organizer concludes that the above-mentioned conditions persist (§11 sec. 1a)). Additionally, suspension of trading in instruments may be caused by other legal provisions (§11 sec. 2). The Organiser will also suspend trading in instruments immediately after receiving information about the suspension of trading in given instruments on the regulated market or in the alternative trading system operated by BondSpot SA, if such suspension is related to specific issues, unless such suspension could cause serious damage to the interests of investors or the proper functioning of the market (§ 11 section 3).
The exclusion of financial instruments from trading is described in §12, and many of the rules overlap with those concerning suspension. The organizer may exclude instruments at the request of the issuer if the shares have been admitted to a regulated market, at the request of the issuer of other financial instruments (§12 sec. 1 item 1a)), if it determines that the safety of trading or the interests of trading participants so require (§12 sec. 1 item 2)), if the issuer persistently violates the provisions applicable in the alternative system (§12 sec. 1 item 3)), as a result of the opening of liquidation of the issuer (§12 sec. 1 item 4)), and as a result of a decision to merge the issuer with another entity, divide it, or transform it (§12 sec. 1 item 5)). Additionally, the Organizer may exclude or withdraw financial instruments from trading in cases specified by law (granting of a permit by the Polish Financial Supervision Authority (§12 sec. 2 item 1) letter a)) and in the case of shares and debt financial instruments – after 6 months in the event of the issuer’s bankruptcy (§12 sec. 2 item 1) letter b); §12 sec. 2 item 4)), if the transferability of these instruments has become restricted (§12 sec. 2 item 2)) and in the event of abolition of dematerialization of these instruments (§12 sec. 2 item 3)). The Organizer may suspend trading in instruments before their exclusion, even before the decision on exclusion is made (§12 sec. 3). The rules for exclusion based on such decisions on markets operated by BondSpot SA are analogous to those for suspension (§12 sec. 4). §12a specifies the timeframe within which the exclusion or suspension process is to take place, as well as the method of informing the issuer and the method of appealing against the decision. All provisions specified in §12a are analogous to the principles described above in §12b. The stock exchange is required to immediately notify the Polish Financial Supervision Authority (KNF) of the suspension, resumption of trading, or delisting of financial instruments (§12c). It must also disclose this information to the public (§13). This means that an issuer’s instruments may be delisted or suspended for many reasons, including at the issuer’s request. Crucially, however, if an issuer voluntarily requests the delisting of its financial instruments, it must transfer them to a regulated market or obtain the KNF’s consent.
The rules for obtaining the PFSA’s consent to allow shares to be restored to their document form are set forth in Article 91 of the Act of July 29, 2005, on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. Pursuant to this provision, the PFSA, at the issuer’s request, grants permission to abolish the dematerialization of shares (Article 91, section 1). This results in the cessation of the obligations arising from the Act or in the admission of the shares to trading on a regulated market, which occurs within the time limit specified by the Commission, but no later than one month (Article 91, section 2). Submitting an application is permissible if the company’s general meeting adopts a resolution to abolish the dematerialization of shares (by a ⅘ majority in the presence of shareholders representing at least half of the share capital). The Commercial Companies Code (Act of September 15, 2000, the Commercial Companies Code, Journal of Laws of 2000, No. 94, item 1037) governs how resolutions related to such a request should be placed on the agenda of the general meeting. If shareholders wish to have such a resolution placed on the agenda, additional rules apply, particularly regarding the sale and purchase of shares (Article 91, paragraphs 6, 7, and 8). Article 91, paragraph 9, describes situations involving company bankruptcy, where compliance with the above obligations is not required, and the effect described in Article 91, paragraph 2, occurs six months after the bankruptcy decision becomes final. Abolishing the dematerialization of a company’s shares requires the completion of further steps, including transformation into a non-joint-stock company and delisting the company’s shares (Article 92).
The process of voluntary delisting a company from the stock exchange, including NewConnect, requires permission from the Polish Financial Supervision Authority (KNF), although suspension of trading in instruments can occur at the company’s own request. Nevertheless, companies continue to delist from NewConnect, primarily due to the growing crowdfunding and private equity markets in Poland. This is one of the reasons for the revitalization of NewConnect, one of the first steps of which is the new rule of excluding instruments due to the lack of annual reports, which will come into effect on May 7, 2026.
Act of 29 July 2005 on public offering and conditions for introducing financial instruments to organised trading and on public companies
The Rules of the Alternative Trading System, together with annexes, in the wording adopted by Resolution No. 147/2007 of the Stock Exchange Management Board of 1 March 2007, as amended .
Appendix No. 3 to the Alternative Trading System Rules