GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Notice of Dividend Amount • Mar 29, 2019

Current Report No. 5/2019Date: 29 March 2019Topic: Motion of theGPW Management Board to the Exchange Supervisory Board for its opinionon the proposed distribution of the Company's profit for 2018Legalbasis: Article 17(1) of MAR - inside informationContent:TheManagement Board of the Warsaw Stock Exchange ("Exchange", "GPW","Company") hereby announces that it intends to request the ExchangeSupervisory Board's opinion on the motion concerning the distribution ofthe profit for the financial year 2018 which provides for the payment ofa dividend of PLN 133,470,960.00 (in words: one hundred thirty threemillions four hundred seventy thousand nine hundred sixty zloty).Theproposed dividend payment of PLN 133,470,960.00 implies a dividend ofPLN 3.18 per share. The dividend payout ratio will be 72,7% of theconsolidated profit (77.1% of the net profit attributable to theshareholders of the parent entity adjusted for the share of profit ofassociates) and the dividend yield will be 8.15% based on GPW'scapitalisation as at 26 March 2019.The recommendation of theExchange Management Board and the opinion of the Exchange SupervisoryBoard on that matter are in line with GPW's dividend policy, whichprovides for the payment of dividend, depending on the profitability andfinancial capacity of GPW, above 60% of the consolidated net profit ofthe GPW Group of the financial year attributable to the shareholders ofGPW adjusted for the share of profit of associates.In issuing apositive opinion on the proposal of the Exchange Management Boardconcerning the proposed dividend amount, the Exchange Supervisory Boardhas taken into consideration among others the following material factorsindicated by the Exchange Management Board:• very food financialresults reported by the GPW Group in 2018;• Guidelines for Companiesof the State Treasury which Prepare Financial Statements for 2018,approved by the Chancellery of the Prime Minister in September 2018;•consistently high and rising return ratios: ROE (21.7%) and ROA (15.5%),consistently high current liquidity (11.1), high and growing financialresources, and no risk to the payment of debt (negative net debt);•gains on the sale of Aquis Exchange PLC at PLN 45.4 million before taxon a consolidated basis and PLN 32.2 million before tax on a separatebasis;• investment needs derived from the implementation of the GPWGroup's strategy #2022;• the dividend yield and the payoutratios used by comparable companies;• liquidity needs of the GPWGroup depending on actual and expected market and regulatory conditions,current operating expenses and debt service, and optimisation of thestructure of financing of the GPW Group.The General Meeting isthe Company's body exclusively competent to decide about profitdistributions, including dividend payments.The Management Boardof the Warsaw Stock Exchange ("Exchange", "GPW", "Company") herebyannounces that it has modified the dividend policy in connection withthe update of the financial targets of the GPW Group by replacing theprevious policy, i.e.:It is the intention of the GPW ManagementBoard to recommend that the General Meeting pay dividend depending onthe profitability and the financial capacity of GPW, above 60% of theconsolidated net profit of the GPW Group for the financial yearattributable to the shareholders of GPW adjusted for the share of profitof associates. The dividend is to be paid annually upon the approval ofthe Company's financial statements by the GPW General Meeting. Todetermine the final amount of dividend to be recommended to the GeneralMeeting, the Exchange Management Board will consider among others thefollowing factors:• investment needs derived from the implementationof the strategy of the GPW Group;• actions necessary to develop thePolish capital market infrastructure;• the dividend yield and thepayout ratios used by peer companies;• liquidity requirements of theGPW Group depending on actual and expected market and regulatoryconditions, current operating expenses and debt service, andoptimisation of the structure of financing of the GPW Group.withthe following policy:It is the intention of the GPW ManagementBoard to recommend that the General Meeting pay dividend depending onthe profitability and the financial capacity of GPW as follows:•from the 2019 profit - no less than PLN 2.4 per share;• annualincrease in the dividend from the 2020-2022 profits by at least PLN 0.1per share;however, the dividend will be no less than 60% of theannual consolidated net profit of the GPW Group attributable to the GPWshareholders, adjusted for the share of profit of associates.Thedividend is to be paid annually upon the approval of the Company'sfinancial statements by the General Meeting. To determine the finalamount of dividend to be recommended to the General Meeting, theExchange Management Board will consider among others the followingfactors:• investment needs derived from the implementation of thestrategy of the GPW Group;• actions necessary to develop the Polishcapital market infrastructure;• the dividend yield and the payoutratios used by peer companies;• liquidity requirements of the GPWGroup depending on actual and expected market and regulatory conditions,current operating expenses and debt service, and optimisation of thestructure of financing of the GPW Group.Legal basis: Article17(1) of Regulation (EU) 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC (EU Official Journal L 173) ("MAR").