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.

Sources

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

Artykuł Analysis of the new rules of the Warsaw Stock Exchange for issuers listed in the NewConnect alternative trading system and methods of delisting a company from NewConnect pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

The Warsaw Stock Exchange (WSE) and NewConnect are key elements of the Polish capital market, enabling investors to trade securities and supporting companies in raising capital for development. The WSE is a regulated market where large and mature companies are listed, while NewConnect serves as an alternative market dedicated to young, dynamically developing companies. Both of these markets have their own specific rules, procedures and requirements that companies applying for a debut must meet.

The aim of this article is to present the differences between WSE and NewConnect, to discuss the conditions and procedures for companies to enter both markets and to present key aspects, such as the role of the prospectus, information obligations, benefits and risks related to being listed on the stock exchange. The article is a compendium of knowledge for both entrepreneurs planning to debut on the capital market and for investors who want to better understand the functioning of these two key financial markets.

What is the Stock Exchange and NewConnect?

Definition and role of the Warsaw Stock Exchange in the Polish economy

How to start investing in the stock market?

Opening a brokerage account

The first step is to choose a brokerage house or investment platform. Then, you need to open an investment account, which requires filling out a registration form and verifying your identity. Many brokerages allow you to set up an account online, which significantly speeds up the process.

Funding your investment account

After opening an account, it is necessary to transfer funds to it. These funds will be used to purchase stocks, bonds or other financial instruments available on the stock exchange.

Placing buy and sell orders

After activating and topping up the account, the investor can place orders to buy or sell financial instruments. Depending on their preferences, the investor can choose company shares, ETF funds, bonds or other securities. The order placement process takes place via a trading platform provided by the broker.

The WSE is a regulated market where we have a transaction of buying and selling the aforementioned financial interests, which consist of securities, shares or bonds. Its role is significant for the economy because it allows companies to obtain funds for the development of their activities by issuing shares and bonds. You can also allocate your capital or read the current value of companies from it, thus allowing investors, managers and market analysts to assess the financial condition of companies.

What is NewConnect ? – Market specifics and its purpose

NewConnect is an alternative securities trading market that was launched on August 30, 2007 by the Warsaw Stock Exchange. It operates outside the regulated market, similar to the AIM markets in London or First North in the Scandinavian OMX group. Its main goal is to enable young, dynamically developing companies – especially in the new technology sector – to obtain capital for the development of their operations.

On the NewConnect market, the decision regarding the selection of the quotation system is made exclusively by the company. There are two order systems, including the “order-driven system”, which allows for continuous or uniform quotation with two fixings. And also the “price-driven system”, where the quotation system is continuous, and maintaining the liquidity of trading is handled by Market Makers, who constantly issue new purchase and sale offers, in which they are a party to the transaction.

Differences between WSE and NewConnect

First of all, the main goal of the Warsaw Stock Exchange is to provide access to capital for large, mature companies and to create a safe market for institutional and individual investors, while NewConnect is a market dedicated primarily to young, in other words new companies that want to develop dynamically. Most often, these are companies from the new technology sector that need to quickly raise capital. The Warsaw Stock Exchange involves high costs, around PLN 4.5 million, while NewConnect is much cheaper, because the cost of entering this alternative market is only PLN 220 thousand. Another important piece of information is the fact that NewConnect does not require a so-called prospectus, i.e. a detailed report submitted to the Polish Financial Supervision Authority in order to obtain approval and enable public trading in the offered financial instruments.

Stock exchange listing conditions and procedures

Basic legal acts of public offering in Poland

Act of 29 July 2005 on public offering

It regulates the principles of conducting a public offering, the conditions for introducing financial instruments to trading on the regulated market and the obligations of issuers and other capital market participants.

Act of 25 July 2005 on Trading in Financial Instruments

It defines the structure and organisation of the capital market in Poland, including obligations related to supervision and participation in trading in financial instruments.

Commercial Companies Code (Act of 15 September 2000)

It contains provisions on the functioning of joint-stock companies, including the procedures for issuing shares and transforming companies in order to obtain the status of an issuer.

Commission Regulation (EC) No 809/2004 of 29 April 2004

It specifies the minimum scope of information contained in prospectuses and their form, publication and method of distribution.

Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003

Harmonizes prospectus requirements in European Union member states.

Formal requirements for companies

The main formal requirement is an appropriate legal form enabling trading in securities on the stock exchange.

Companies that can issue securities are:

Joint-stock companies, a form of business activity in which the share capital is divided into shares. Shareholders are not personally liable for the company’s obligations, and their risk is limited to the value of the shares held. This is a form of company intended mainly for large enterprises, especially those planning to enter the stock exchange. The characteristic features of this company are the minimum share capital, which is PLN 100,000, the obligation to keep full accounting and the requirement to have appropriate bodies.

A limited joint-stock partnership, or a commercial partnership that combines the features of a limited partnership and a joint-stock company. It is a legal form that does not have legal personality, but has legal capacity, which means that it can acquire rights, incur obligations and sue or be sued in its own name. The features are: Share capital of at least PLN 50,000, two groups of partners, including general partners and shareholders, as well as liability with all of their assets by general partners, while shareholders are protected from financial liability beyond the contribution made.

The last company is a simple joint-stock company, which is in force from July 1, 2021.

Its main features are primarily a low share capital of at least PLN 1. Shares in a simple joint-stock company have no nominal value, and contributions to the company can take various forms, including providing work or services. The shareholder register is kept in digital form, which allows for a quick and easy exchange of shares. Thanks to its flexible operating rules, a simple joint-stock company is an attractive form of activity for startups and innovative enterprises.

Stages of introducing a company to the WSE

Listing a company on the Stock Exchange consists of several key steps that are mandatory in order to go through the entire process safely and legally:

The company decides to enter the WSE

The company and its shareholders make the decision to list on the stock exchange, specifying the objectives of the share issue, the scale of the offering and the shareholder structure.

Analysis of the company’s financial situation and preparation of internal procedures.

Preparation of documents

Preparation and approval of the prospectus, which is a key document describing the company’s activities, its financial results, issue objectives and investment risks.

If necessary, the company must change its legal form (e.g. transformation of a limited liability company into a joint-stock company).

The next step is the approval of the prospectus by the Polish Financial Supervision Authority.

Report to the National Depository for Securities (KDPW)

The shares must be registered with the National Depository for Securities (KDPW), which is a necessary condition for their listing on the stock exchange.

Registration involves dematerialization of shares, which means that the shares do not have paper form but function as an electronic record.

After successfully completing the previous steps, the shares are admitted to trading on the WSE and the Stock Exchange Debut takes place, i.e. the first day of trading of the company’s shares on the WSE.

The prospectus and its role

The prospectus is a key document prepared by the issuer of securities when planning to introduce them to stock exchange trading. This document contains detailed information about the company, its activities, management, financial results, development strategy and risk factors related to investing in its securities. The prospectus is prepared to ensure full transparency and allow investors to make an informed decision about buying shares or bonds of the company.

Its role is very easy to understand because it mainly serves as a source of information for investors. Thanks to it, you can assess the risk associated with investing in the shares of a given company. In addition, it is a tool for regulatory control and is also an instrument of trust because it is transparent and clear.

The process of entering NewConnect – simplified rules and procedure

Entering the NewConnect market usually takes from 2-3 months to even 6-9 months, depending on the degree of preparation of the company and its legal form. The entire procedure is less complicated than in the case of the Stock Exchange (GPW), which makes NewConnect more accessible to small and medium-sized enterprises.

First, you need to prepare the company for formal requirements. For example, if you have a limited liability company, you will need to transform it into a joint-stock company.

In the case of NewConnect, the so-called Authorized Advisor is important, who supports the company in completing the formalities, watches over the entire process of its registration. As in the case of the WSE, the company must be registered with the KDPW, i.e. the National Depository for Securities, after which the debut takes place, i.e. as mentioned earlier, the first quotation of shares.

IPO – Obligations of companies during the stock exchange debut and later

IPO (Initial Public Offering) is the first public offering of a company’s shares on the stock exchange, during which investors can acquire shares of that company for the first time. This process involves a number of formal and legal obligations that must be met to enable a safe and transparent debut.

Companies have their own obligations during their debut, i.e.:

– Ensure the liquidity of shares: ensure an appropriate volume of shares on the market, and additionally, actions to stabilize the share price only take place at the time of debut, because their aim is to limit large price fluctuations

– You can also organize a ceremonial debut to promote your company and attract investors.

– Cooperation with legal and financial advisors and auditors

– Announce the first day of its trading.

Companies also have their own obligations throughout the entire listing period. These include:

Publication of current and periodic reports. Current reports concern important events such as changes in the management board, mergers, acquisitions, changes in the shareholder structure, or extraordinary situations that may affect the share price. Periodic reports are published according to a schedule (e.g. quarterly) and present financial results and reports on activities.

Protect confidential information. This is due to the MAR regulation (Market Abuse Regulation). Every significant event in the company (e.g. signing of a large contract) must be disclosed in the form of a current report.

– Ensure compliance with WSE and KNF regulations

– Maintain investor relations

– Organize a general meeting of shareholders at least once a year.

Benefits and risks of being listed on the stock exchange

Benefits of being listed on the stock exchange

A company entering the stock exchange benefits from various advantages. First of all, it is capital for development through the issue of shares. The newly acquired funds can be used for investments, research, or development and expansion into new markets. A public issue of shares increases its price compared to a non-public issue. In addition:

The prestige and credibility of such a company increases among investors, contractors, potential clients and financial institutions. Current reports, despite being mandatory, increase the transparency of the company.

The stock exchange enables the current valuation of a company’s shares, which allows for a precise determination of its market value. This valuation is useful in negotiations with strategic investors or potential buyers of the company.

A stock market debut increases the company’s recognition, as information about it begins to appear in the media and stock market reports. It is worth remembering that media recognition is very important in terms of promoting your services.

The last benefit is also the motivation of employees and the entire management team due to the fact that the shares themselves can be offered as a salary. Such motivational programs increase employee loyalty, bind them to the company for a longer time and motivate them to achieve better financial results. Stock programs are especially popular in technological and innovative companies.

Risks related to the presence on the stock exchange

When entering the stock exchange, a company must also remember about the risks associated with it.

First of all, these are:

– High costs of entry and maintenance on the stock exchange

– Listing a company on the stock exchange involves incurring significant costs, including administrative fees, advisory fees, offer promotion costs and legal fees

– Obligation to publish information about the company

– Entering the stock exchange requires publishing key information about the company’s operations, its financial results, development plans and risks related to its operations. In addition, there are the previously described reports through which the company may be exposed to the disclosure of confidential information.

In addition, it is worth remembering that someone can buy a company through investors, and the company can also be manipulated by the interests of investors. Of course, the volatility of the share price and sensitivity to the financial market are natural, which must be closely watched by specialists.

Risk of exclusion from stock exchange trading

Delisting a company from stock exchange trading is a process in which the company’s shares are no longer listed on the stock exchange. It may be the result of a decision by supervisory authorities (e.g. the Polish Financial Supervision Authority) or the effect of the company’s own actions. Delisting has significant consequences for investors and the company itself.

The reasons for exclusion vary and include, for example, breach of reporting obligations, violation of the rules of the WSE or the Polish Financial Supervision Authority, as well as acting to the detriment of shareholders.

The result may be a loss of share liquidity, a decline in liquidity, limited access to capital, or a loss of prestige and credibility, which may ultimately lead to the risk of the company being taken over.

Summary

The Warsaw Stock Exchange (WSE) and NewConnect are two key capital markets in Poland, enabling companies to raise capital and investors to access a variety of financial instruments. WSE, as a regulated market, is intended primarily for large, stable companies, while NewConnect offers simplified procedures and lower requirements, making it attractive to young, innovative companies.

The process of introducing a company to both markets differs in formal and procedural terms. The WSE requires the preparation of an issue prospectus approved by the Polish Financial Supervision Authority (KNF), while an information document is sufficient for NewConnect . Companies listed on both markets must comply with corporate governance rules and regularly publish financial and current reports.

Being listed on the stock exchange brings companies numerous benefits, such as access to capital, increased prestige and greater recognition. At the same time, companies must face risks, such as the obligation to disclose confidential information, fluctuations in the share price or the risk of a hostile takeover. Delisting a company from the stock exchange is one of the most serious threats, because it is associated with the loss of liquidity of shares and a decrease in their value.

In summary, WSE and NewConnect offer companies unique opportunities for development and capital acquisition. The choice of market depends on the specifics of the company’s business, its size and financial strategy. Both markets play a key role in the development of the Polish capital market, supporting companies and enabling investors to invest in various projects with varying levels of risk.

Artykuł The Polish Stock Exchange and NewConnect pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.