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5624_rns_2016-10-28_6ff2a755-a61a-49b4-8629-4b88bc89c4b5.pdf

Quarterly Report

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Giełda Papierów Wartościowych w Warszawie S.A. Group

Quarterly Report for Q3 2016

Warsaw, 28 October 2016

I. SELECTED MARKET DATA 3
II. SELECTED FINANCIAL DATA6
III. INFORMATION ABOUT THE GPW GROUP9
1. INFORMATION ABOUT THE GROUP 9
1.1. Background information about the Group 9
1.2.
Organisation of the Group and the effect of changes in its structure 10
1.3.
Ownership 10
2. MAIN RISKS AND THREATS RELATED TO THE REMAINING MONTHS OF 2016 12
Risk factors related to the sector of the Group's business activity 12
Risk factors related to geopolitics and the global economic conditions 12
Risk factors relating to laws and regulations 12
Risk factors related to the business activity of the Group 14
IV. FINANCIAL POSITION AND ASSETS 16
1. SUMMARY OF RESULTS 16
2. PRESENTATION OF THE FINANCIALS 19
REVENUE 19
FINANCIAL MARKET 22
COMMODITY MARKET 26
OPERATING EXPENSES 29
OTHER INCOME AND EXPENSES 33
FINANCIAL INCOME AND EXPENSES 33
SHARE OF PROFIT OF ASSOCIATES 34
INCOME TAX 34
V. ATYPICAL FACTORS AND EVENTS 35
VI. GROUP'S ASSETS AND LIABILITIES STRUCTURE36
ASSETS 36
EQUITY AND LIABILITIES 37
CASH FLOWS 38
CAPITAL EXPENDITURE 39
VII. RATIO ANALYSIS40
VIII. SEASONALITY AND CYCLICALITY OF OPERATIONS 42
IX. OTHER INFORMATION43
X. QUARTERLY FINANCIAL INFORMATION OF THE WARSAW STOCK EXCHANGE FOR Q3 201647
XI. APPENDICES 51

I. Selected market data1

5 2 5 0 5 2 4 9 4 4 4 1 4 9 0 10 20 30 40 50 60 1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 equities (PLN bn)

Session turnover on the Main Market

420 422 424 433 431 430 431 5 1 5 2 5 2 5 4 5 3 5 3 5 3 0 90 180 270 360 450 540 1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 domestic foreign

Number of companies - Main Market

1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016

1 All trading value and volume statistics presented in this Report are single-counted, unless indicated otherwise.

2 Including offerings of dual-listed companies.

3 Two SPOs of Banco Santander S.A. in a total amount of PLN 33 billion took place in Q1 2015.

3 1 3 0 3 0 3 0 2 9 2 8 2 8 2 7 2 6 2 6 2 4 2 3 2 3 2 4 0 10 20 30 40 50 60 Number of data vendors local foreign

1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016

Turnover volume - futures contracts (m contracts)

Catalyst - value of listed non-treasury bond issues (PLN bn)

Number of new listings - NewConnect

Number of companies - NewConnect

1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016

Turnover volume - property rights in certificates of origin of electricity from RES (TWh)

Turnover volume - electricity

Turnover volume - gas (spot + forward; TWh)

1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016

Volume of redeemed certificates of origin of electricity from RES (TWh)

Volume of issued certificates of origin of electricity from RES (TWh)

II. Selected financial data

40.1 45.0 43.3 45.9 46.1 38.0 28.3 0 10 20 30 40 50 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16

Operating expenses (PLN mn)

Operating profit (PLN mn)

EBITDA (PLN mn)

Net profit (PLN mn)

Net profit margin and EBITDA margin

Table 1: Selected data in the consolidated statement of comprehensive income under IFRS, unaudited

Nine - month period ended 30 September
2016 2015 2016 2015
PLN'000 EUR'000 [1]
Sales revenue 229,150 244,071 52,584 58,708
Financial market 134,222 150,965 30,800 36,312
Trading 85,832 103,735 19,696 24,952
Listing 17,790 18,456 4,082 4,439
Information services 30,600 28,774 7,022 6,921
Commodity market 93,687 90,950 21,499 21,877
Trading 44,363 44,909 10,180 10,802
Register of certificates of origin 21,243 18,648 4,875 4,486
Clearing 28,081 27,392 6,444 6,589
Other revenue 1,241 2,157 285 519
Operating expenses 112,419 128,482 25,797 30,904
Other income 445 1,093 102 263
Other expenses 970 2,109 223 507
Operating profit 116,206 114,573 26,666 27,559
Financial income 10,639 8,078 2,441 1,943
Financial expenses 6,162 6,618 1,414 1,592
Share of profit of associates 2,282 187 524 45
Profit before income tax 122,965 116,220 28,217 27,955
Income tax expense 22,335 20,732 5,125 4,987
Profit for the period 100,630 95,488 23,092 22,968
Basic / Diluted earnings per share[2 ]
(PLN, EUR)
2.40 2.28 0.55 0.55
EBITDA[3] 135,914 134,398 31,189 32,327

[1 ] Based on the nine-month average of EUR/PLN exchange rate published by the National Bank of Poland (1 EUR = 4.3578 PLN in the first nine months of 2016 and 1 EUR = 4.1574 PLN in the first nine months of 2015).

[2 ] Based on total net profit.

[3 ] EBITDA = operating profit + depreciation and amortisation.

Source: Condensed Consolidated Interim Financial Statements, Company

Table 2: Selected data in the consolidated statement of financial position under IFRS, unaudited

Selected data in the statement of financial position, consolidated, under IFRS, reviewed

As at
30 September
2016
31 December
2015
30 September
2016
31 December
2015
w PLN'000 EUR'000[1]
Non-current assets 584,694 580,645 135,597 136,254
Property, plant and equipment 119,554 125,229 27,726 29,386
Intangible assets 262,401 261,728 60,854 61,417
Investment in associates 196,025 188,570 45,460 44,250
Deferred tax assets 1,749 - 406 -
Available-for-sale financial assets 288 282 67 66
Non-current prepayments 4,677 4,836 1,085 1,135
Current assets 462,093 442,170 107,164 103,759
Trade and other receivables 38,093 81,273 8,834 19,072
Cash and cash equivalents 423,933 360,393 98,315 84,570
Other current assets 67 504 16 118
TOTAL ASSETS 1,046,787 1,022,815 242,761 240,013
Equity attributable to the shareholders of the
parent entity
722,353 720,721 167,522 169,124
Non-controlling interests 512 546 119 128
Non-current liabilities 137,314 258,799 31,845 60,729
Current liabilities 186,608 42,749 43,276 10,032
TOTAL EQUITY AND LIABILITIES 1,046,787 1,022,815 242,761 240,013

[1 ] Based on the average EUR/PLN exchange rate of the National Bank of Poland as at 30.09.2016 (1 EUR = 4.3120 PLN) and 31.12.2015 (1 EUR = 4.2615 PLN).

Source: Condensed Consolidated Interim Financial Statements, Company

III. Information about the GPW Group

1. Information about the Group

1.1. Background information about the Group

The parent entity of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("the Group", "the GPW Group") is Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna ("Warsaw Stock Exchange", "the Exchange", "GPW", "the Company" or "the parent entity") with its registered office in Warsaw, ul. Książęca 4.

The Warsaw Stock Exchange is a leading financial instruments exchange in Emerging Markets Europe (EME)4 and Central and Eastern Europe (CEE)5 . The markets operated by GPW list stocks and bonds of more than a thousand local and international issuers. The Exchange also offers trading in derivatives and structured products, as well as information services. 25 years of experience, high safety of trading, operational excellence and a broad range of products make GPW one of the most recognised Polish financial institutions in the world.

The GPW Group conducts activity in the following segments:

  • Organization of financial instruments trading and conducting activities related to such trade;
  • Organization of an alternative trading system;
  • operating the wholesale Treasury bond market Treasury Bondspot Poland;
  • operating a commodity exchange;
  • operating an OTC commodity platform;
  • operating a register of certificates of origin;
  • providing the services of trade operator and entity responsible for balancing;
  • operating a clearing house and settlement institution which performs the functions of an exchange clearing house for transactions in exchange commodities;
  • conducting activities in capital market education, promotion and information as well as office space lease.

Basic information about the parent entity:

Name and legal status: Giełda Papierów Wartościowych w Warszawie Spółka
Akcyjna
Abbreviated name: Giełda Papierów Wartościowych w Warszawie S.A.
Registered office and
address:
ul. Książęca 4, 00-498 Warsaw, Poland
Telephone number: +48 (22) 628 32 32
Telefax number: +48 (22) 628 17 54, +48 (22) 537 77 90
Website: www.gpw.pl
E-mail: [email protected]
KRS (registry number): 0000082312
REGON (statistical number): 012021984
NIP (tax identification
number):
526-02-50-972

4 EME – Emerging Markets Europe: Czech Republic, Greece, Hungary, Poland, Russia, Turkey.

5 CEE – Central and Eastern Europe: Czech Republic, Hungary, Poland, Austria, Bulgaria, Romania, Slovakia, Slovenia.

1.2. Organisation of the Group and the effect of changes in its structure

As at 30 September 2016, the parent entity and four consolidated subsidiaries comprised the Giełda Papierów Wartościowych w Warszawie S.A. Group. In addition, GPW held shares in three associates.

Figure 1 GPW Group and associates

Source: Company

The subsidiaries are consolidated using full consolidation as of the date of taking control while the associates are consolidated using equity accounting.

GPW holds 19.98% of InfoStrefa S.A. (formerly Instytut Rynku Kapitałowego WSE Research S.A.), 10% of the Ukrainian stock exchange INNEX PJSC, 1.3% of the Romanian stock exchange S.C. SIBEX – Sibiu Stock Exchange S.A., and has a permanent representative in London.

The Group does not hold any branches or establishments.

1.3. Ownership

As at the date of publication of this Report, the share capital of the Warsaw Stock Exchange was divided into 41,972,000 shares including 14,779,470 Series A preferred registered shares (one share gives two votes) and 27,192,530 Series B ordinary bearer shares.

As at the date of publication of this Report, according to the Company's best knowledge, the State Treasury holds 14,688,470 Series A preferred registered shares, which represent 35.00% of total shares and give 29,376,940 votes, which represents 51.76% of the total vote. The total number of votes from Series A and B shares is 56,751,470.

According to the Company's best knowledge, as at the date of publication of this Report, no shareholders other than the State Treasury held directly or indirectly at least 5% of the total vote in the parent entity. The ownership structure of material blocks of shares (i.e., more than 5%) did not change since the publication of the previous periodic report.

The table below presents GPW shares and allotment certificates held by the Company's and the Group's supervising and managing persons.

Table 3: GPW shares and allotment certificates as well as bonds held by the Company's and the Group's managing and supervising persons as at the date of publication of this Report

As at 30 September 2016, 25 shares were held by the Company's and the Group's managing and supervising persons; all those shares were held by one Member of the Management Board of GPW, Mr Dariusz Kułakowski.

Number of shares
held
Number of allotment
certificates held
Number of bonds
held
Exchange Management Board
Małgorzata Zaleska - - -
Paweł Dziekoński - - -
Michał Cieciórski - - -
Dariusz Kułakowski 25 - -
Exchange Supervisory Board
Adam Miłosz - - -
Ewa Sibrecht-Ośka - - -
Jarosław Grzywiński - - -
Jacek Lewandowski - - -
Marek Słomski - - -
Marek Dietl - - -
Jarosław Dominiak - - -

2. Main risks and threats related to the remaining months of 2016

The operation of the Warsaw Stock Exchange and the GPW Group companies is exposed to external risks related to the market and the legal and regulatory environment, and internal risks related to the operating activities.

The risk factors presented below may impact the operation of GPW in the remaining months of 2016, however the order in which they are presented does not reflect their relative importance for the Group.

Risk factors related to the sector of the Group's business activity

The Group faces competition from other exchanges and alternative trading platforms; their entry to the Polish market may adversely impact the activity of the Group and its subsidiaries, their financial position and results of operations

The global exchange sector is highly competitive. Competition in trading and post-trade services in the European Union has been bolstered by legislative amendments designed to harmonise the regulations of EU member states and to integrate their financial markets. Multilateral trading facilities (MTFs) and other forms of exchange and OTC trading could be competitive to the GPW Group. Their active presence on the Polish market could cause attrition of some part of trading on the platforms operated by the Group and increase the pressure on transaction fees charged.

Risk factors related to geopolitics and the global economic conditions

Adverse developments affecting the global economy may negatively affect the Group's business, financial condition and results of operations

The Group's business is dependent on the conditions on the global financial markets. Trends in the global economy, especially in Europe and the USA, as well as geopolitics in the neighbouring countries impact investors' perception of risks and their activity on financial and commodity markets. Furthermore, as global investors think in terms of geographical regions to look for locations of investments, Poland and GPW may be perceived less favourably despite a stronger macroeconomic position compared to peer countries in the region. Less activity of international investors on the markets operated by the GPW Group could also make them less attractive to other market participants.

Risk factors relating to laws and regulations

The GPW Group operates in a highly regulated industry and regulatory changes may have an adverse effect on the Group's business, financial position and results of operations

GPW Group companies operate primarily in Poland but in addition to national law they are also governed by EU regulations. The legal system and regulatory environment can be subject to frequent and sometimes significant unanticipated changes while laws and regulations applicable in Poland may be subject to conflicting official interpretations. The capital market and the commodity instruments market are subject to broad governmental regulation and may be subject to increasing regulatory scrutiny. Regulatory changes may have an adverse effect on GPW and its subsidiaries and on the current and future users of services of the GPW Group.

MiFID II and its implementing regulations will impact the shape and operation of the European exchange sector, including the activity of the Company.

MiFID II is expected to take effect in January 2018 following its transposition into national legislation as well as the implementation of the implementing regulations. MiFID II modifies the detailed requirements applicable to the provision of investment services, organisational requirements for investment firms, trading platforms and market data service providers, and the rights of supervisory authorities.

The final cost of MiFID II implementation by the Company and the split of the cost between the Company and other market participants is not yet known as at the date of the Prospectus.

There is no guarantee that the cost paid by the Company to implement MiFID II will have no adverse impact on the activity of the Group, its financial position and results, and consequently on the ability of the Company to make payments due under the Bonds and to redeem them at maturity, and on the value of the Bonds.

Amendments of regulations resulting in limitation of the activity of open-ended pension funds or their substitution with other collective investment vehicles and limitation or elimination of cash flows to and from open-ended pension funds could diminish or even discontinue the activity of this investor group on GPW.

Open-ended pension funds are an important group of participants on the markets operated by the Group. As at the end of 2015, they generated ca. 5% of turnover in shares on the GPW Main Market and held shares accounting for 21% of the capitalisation of domestic companies and 43.1% of shares traded on the Main Market (among shareholders holding less than 5% of shares of a public company or being financial investors). Furthermore, they may amplify the risk of a significant oversupply of shares listed on GPW and reduce the interest of other investors in such shares.

As a result, this may affect the turnover in financial instruments, including shares on GPW, the number and value of shares and bonds admitted and introduced to trading on GPW, and consequently the revenue of the Group and its financial results.

Amendments of Polish energy laws concerning the obligation of selling electricity and natural gas on the public market could have an adverse impact on the business of the Polish Power Exchange, its financial position and results of operations

The Energy Law imposes on energy companies which generate electricity the obligation of selling no less than 15% of electricity generated within the year among others on commodity exchanges. A similar obligation of selling no less than 55% of high-methane natural gas introduced to the transmission grid within the year has been imposed on energy companies trading in gas. Amendments or cancellation of these obligations could result in less active presence of certain participants of the Polish Power Exchange, impair the liquidity of trade in electricity and natural gas, and make the commodity market less attractive to other participants.

Furthermore, the Energy Law imposes on energy companies which generate electricity, and which are entitled to receive reimbursement of stranded costs in the event of early termination of longterm contracts for the sale of electric power and energy6 , the obligation of selling the remaining quantity of generated electricity (not subject to the obligation of selling 15% referred to above) in a manner which ensures public equal access to such energy, in an open tender, on a market organised by an operator of a regulated market in the Republic of Poland or on commodity exchanges. The number of companies subject to that obligation is decreasing with time, which may result in their less active presence on the Polish Power Exchange, impair the liquidity of trade in electricity, and make the commodity market less attractive to other participants.

6 Under the Act of 29 June 2007 on Principles of Covering the Cost of Early Termination of Long-term Power and Electricity Sale Contracts Incurred by Producers.

The Renewable Energy Sources Act, effective since May 2015, could have an adverse impact on the business of the Polish Power Exchange, its financial position and results of operations

The Renewable Energy Sources Act of 20 February 2015 implements a new system of support for energy generated from renewable energy sources (RES) as of 2016 based on auctions. The existing system based on green certificates of origin will operate no longer than 31 December 2035. In practice, the system may be completely phased out earlier than that due to the fact that certificates of origin are available within 15 years after the first generation of energy in an installation (confirmed by an issued certificate of origin). For those RES installations which first started generating energy subject to green certificates of origin (in 2005), the period of 15 years under the Act will end in 2020; after that, the existing support system will be gradually phased out over many years. Furthermore, the Act allows companies benefiting from support under certificates of origin to switch to the auction system before the end of 15 years. Consequently, some of them may switch to the auction system at an earlier date (before 2020), which would have an adverse impact on the results of the TGE Group.

In addition, the Act narrows down the scope of entities eligible for support under green certificates (excluding large hydropower installations; over 5 MW) and imposes restrictions on the issuance of certificates of origin for multi-fuel combustion plants.

The aforementioned changes and other provisions of the Renewable Energy Sources Act of 20 February 2015 and its implementing regulations could have an adverse impact on the activity of participants of the Property Rights Market and the Register of Certificates of Origin operated by the Polish Power Exchange and, consequently, on the results of the TGE Group.

Risk factors related to the business activity of the Group

The Company cannot control regulatory fees which represent a significant share of the Group's expenses

The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts has largely extended the list of entities required to finance supervision (by adding, among others, banks, insurers, investment funds, public companies, brokerage houses and foreign investment firms) and increased the amount of contributions of entities. As a result, the cost paid by GPW has been reduced significantly in 2016 compared to PLN 22.0 million in 2015. However, there is a risk that the costs may increase gradually in the coming years.

Following an amendment of regulations governing fees paid to cover the cost of supervision of the capital market and in view of the provisions of an interpretation of the International Financial Reporting Interpretations Committee (IFRIC 21), the GPW Group has decided to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Previously, GPW recognised 1/12 of the annual fee due to PFSA in each month of the year. According to IFRIC 21, an entity recognises a liability for fees due to PFSA at the date of the obligating event. The obligating event is the fact of carrying out a business subject to fees due to PFSA as at 1 January of each year. Consequently, the estimated amount of the annual fees due to PFSA will be charged to the accounts of the GPW Group of the first quarter of each year.

However, the amount of the liability is not yet known at the time when it is recognised and charged because the Chairperson of the Polish Financial Supervision Authority publishes the rates and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.

Consequently, the final amount of the fees due to the Polish Financial Supervision Authority may differ from the amount estimated by the GPW Group companies at the time of recognition.

The rates and the indicators necessary to calculate the fees for 2016 had been published before 30 September 2016. Consequently, as at 30 September 2016, the fees due to PFSA for 2016 had been calculated and paid. The amount of the fees is presented in the section Operating expenses – Fees and charges.

Changing the model of financing the supervision of the Polish capital market has contributed to a reduction of trading fees, to offset the costs for other market participants since the beginning of 2016. There is a risk that the market could put further pressure for a greater reduction of exchange fees, which may result in lowering the revenue of the GPW Group and have an adverse effect on the GPW Group's financial results.

Risks of the considered take-over of the role of fixing organiser

In the nearest future, the Group is planning to expand the scope of its services by taking over the function of organiser of WIBID and WIBOR reference rate fixings from ACI Polska – Polish Financial Markets Association as well as the functions of calculating agent currently performed by Thomson Reuters. Next, it will apply for authorisation as an administrator within the meaning of Regulation 2016/1011. In the opinion of the Company, the foregoing will not involve any material expenses, while any cost of taking over the functions of organiser and cost of harmonisation with the requirements of Regulation 2016/1011 will be paid from the Group's own funds. As at the date of the Prospectus, the Group has incurred no cost of the aforementioned expansion of the scope of its services.

Potential disputes or reservations concerning the performance of the functions of fixing organiser by a Group company may adversely impact its perception by market participants and its reputation, and cause civil liability of the Group. After obtaining the status of an administrator in connection with the application of Regulation 2016/1011 as of the beginning of 2018, any breach of the obligation of the administrator may lead to civil, administrative or criminal liability.

IV. FINANCIAL POSITION AND ASSETS

1. Summary of results

The GPW Group generated EBITDA7 of PLN 135.9 million in the first nine months of 2016, an increase of PLN 1.5 million compared to PLN 134.4 million in the first nine months of 2015.

The GPW Group generated an operating profit of PLN 116.2 million compared to PLN 114.6 million in the first nine months of 2015. The increase of the operating profit by PLN 1.6 million year on year resulted from lower revenue from the financial market segment (a decrease of PLN 16.7 million) combined with higher revenue from the commodity market segment (an increase of PLN 2.7 million) as well as lower operating expenses (a decrease of PLN 16.1 million).

The net profit of the Group stood at PLN 100.7 million in the first nine months of 2016 compared to PLN 95.5 million in the first nine months of 2015.

GPW's EBITDA stood at PLN 68.8 million in the first nine months of 2016, a decrease of PLN 0.24 million compared to PLN 69.1 million in the first nine months of 2015.

GPW generated a separate operating profit of PLN 53.7 million in the first nine months of 2016 compared to PLN 52.9 million in the first nine months of 2015.

The increase of GPW's operating profit year on year was mainly a result of lower operating expenses (a decrease of 18.9% or PLN 17.1 million). The decrease of operating expenses was mainly driven by lower Fees and charges (a decrease of PLN 11.3 million), External service charges (a decrease of PLN 3.2 million) and Depreciation and amortisation (a decrease of PLN 1.1 million).

GPW's net profit was PLN 102.9 million in the first nine months of 2016 compared to PLN 83.6 million the first nine months of 2015. The increase of the net profit year on year was driven by a decrease of operating expenses and an increase (by PLN 18.6 million) of net financial income and expenses owing to a higher dividend income.

GPW's separate net profit was higher than the GPW Group's consolidated net profit in the first nine months of 2016 due to consolidation adjustments (mainly dividends). The total consolidation adjustments in the first nine months of 2016 were greater than the total net profit of subsidiaries in the period.

The TGE Group generated an operating profit of PLN 62.9 million in the first nine months of 2016 compared to PLN 61.9 million in the first nine months of 2015. The net profit of the TGE Group stood at PLN 52.0 million and PLN 51.0 million, respectively, in the periods under review.

BondSpot generated an operating profit of PLN 0.8 million in the first nine months of 2016 compared to PLN 1.6 million in the first nine months of 2015. The net profit stood at PLN 0.84 million and PLN 1.4 million, respectively, in the periods under review.

Detailed information on changes in revenues and expenses is presented in the sections below.

7 Operating profit before depreciation and amortisation.

Table 4: Statement of comprehensive income of GPW Group in 2015 and 2016 by quarter and in the first nine months of the year

2016 2015 2016 2015
PLN'000 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q1-Q3 Q1-Q3
Sales revenue 73,658 74,461 81,031 83,819 78,733 77,171 88,167 229,150 244,071
Financial market 46,763 42,971 44,488 48,990 51,508 49,215 50,242 134,222 150,965
Trading 30,941 26,561 28,330 33,213 36,221 33,142 34,372 85,832 103,735
Listing 5,790 6,129 5,871 6,040 5,683 6,536 6,237 17,790 18,456
Information services 10,032 10,281 10,287 9,737 9,604 9,536 9,633 30,600 28,774
Commodity market 26,642 30,923 36,122 34,243 26,694 26,890 37,365 93,687 90,950
Trading 13,607 14,119 16,637 17,643 12,757 13,623 18,529 44,363 44,909
Register of certificates of origin 5,492 7,797 7,954 5,518 5,535 5,492 7,621 21,243 18,648
Clearing 7,543 9,007 11,531 11,083 8,402 7,775 11,215 28,081 27,392
Other revenue 253 567 421 586 531 1,066 560 1,241 2,157
Operating expenses 28,271 38,026 46,122 45,910 43,344 45,047 40,091 112,419 128,482
Depreciation and amortisation 6,797 6,541 6,370 7,013 7,010 6,619 6,195 19,708 19,824
Salaries 9,060 15,128 13,837 15,552 14,754 14,920 11,437 38,025 41,110
Other employee costs 2,574 2,764 3,192 2,676 2,517 2,958 3,275 8,530 8,750
Rent and maintenance fees 2,425 2,250 2,220 2,258 2,296 2,535 2,696 6,895 7,527
Fees and charges (2,123) 501 11,642 5,011 6,256 6,190 6,170 10,020 18,616
incl. PFSA fees (2,140) 3 11,213 4,605 5,914 5,812 5,717 9,076 17,443
External service charges 8,395 9,456 7,558 11,394 9,313 10,063 8,851 25,409 28,227
Other operating expenses 1,143 1,386 1,303 2,006 1,199 1,761 1,467 3,832 4,427
Other income 101 100 244 203 234 172 687 445 1,093
Other expenses 360 46 564 42 311 1,146 652 970 2,109
Operating profit 45,128 36,489 34,589 38,071 35,312 31,150 48,111 116,206 114,573
Financial income 3,430 5,246 1,963 1,863 1,997 4,406 1,675 10,639 8,078
Financial expenses 2,065 2,022 2,075 2,783 1,940 2,153 2,526 6,162 6,618
Share of profit of associates 2,296 1,354 (1,368) (1,717) 311 (336) 212 2,282 187
Profit before income tax 48,789 41,067 33,109 35,434 35,678 33,069 47,472 122,965 116,220
Income tax expense 8,437 7,127 6,771 7,202 5,566 6,094 9,072 22,335 20,732
Profit for the period 40,352 33,940 26,338 28,232 30,113 26,975 38,400 100,630 95,488

Source: Condensed Consolidated Interim Financial Statements, Company

Table 5: Consolidated statement of financial position of GPW Group by quarter in 2015 and 2016

2016 2015
PLN'000 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Non-current assets 584,694 579,574 577,028 580,645 569,155 572,263 571,429
Property, plant and equipment 119,554 121,539 122,252 125,229 109,831 112,059 116,559
Intangible assets 262,401 258,057 259,870 261,728 263,693 265,565 262,820
Investment in associates 196,025 191,412 187,221 188,570 190,346 190,057 188,352
Deferred tax assets 1,749 3,041 2,947 - - - -
Available-for-sale financial assets 288 290 285 282 287 204 202
Non-current prepayments 4,677 5,235 4,453 4,836 4,998 4,378 3,496
Current assets 462,093 542,795 528,673 442,170 425,652 519,743 484,816
Inventories 67 73 71 135 145 133 180
Corporate income tax receivable 300 234 490 369 213 77 2,808
Trade and other receivables 37,793 40,730 44,174 81,273 73,394 61,380 91,519
Available-for-sale financial assets - - - - 10,616 10,573 10,551
Assets held for sale - - - - - 807 763
Other current assets - - 3 - - - 6
Cash and cash equivalents 423,933 501,758 483,935 360,393 341,284 446,773 378,989
Total assets 1,046,787 1,122,369 1,105,701 1,022,815 994,807 1,092,006 1,056,245
Equity 722,865 682,536 747,631 721,267 694,093 664,044 738,769
Share capital 63,865 63,865 63,865 63,865 63,865 63,865 63,865
Other reserves 1,537 1,560 1,481 1,455 1,401 1,465 1,817
Retained earnings 656,951 616,614 681,732 655,401 627,886 597,769 671,918
Non-controlling interests 512 497 553 546 941 945 1,169
Non-current liabilities 137,314 137,461 134,420 258,799 256,218 255,246 253,516
Liabilities under bond issue 123,733 123,669 123,606 243,800 244,424 244,309 244,193
Employee benefits payable 2,254 4,686 4,400 4,046 2,453 2,327 2,010
Finance lease liabilities 48 58 72 84 99 113 129
Deferred income tax liability 9,055 6,824 6,342 10,869 9,242 8,497 7,184
Other liabilities 2,224 2,224 - - - - -
Current liabilities 186,608 302,372 223,650 42,749 44,496 172,716 63,960
Liabilities under bond issue 123,002 121,047 122,881 682 1,814 - 1,935
Trade payables 2,841 6,288 6,182 8,597 7,879 19,634 9,974
Employee benefits payable 8,872 10,379 7,246 9,457 11,150 9,584 7,632
Finance lease liabilities 61 55 55 55 55 79 186
Corporate income tax payable 11,911 10,920 9,058 2,833 2,463 7,130 2,254
Accruals and deferred income 11,630 31,021 38,966 7,263 10,194 18,054 25,368
Provisions for other liabilities and charges 179 649 649 621 1,236 1,282 1,264
Other current liabilities 28,112 122,013 38,613 13,241 9,705 116,683 15,121
Liabilities held for sale - - - - - 270 226
Total equity and liabilities 1,046,787 1,122,369 1,105,701 1,022,815 994,807 1,092,006 1,056,245

Source: Condensed Consolidated Interim Financial Statements, Company

2. Presentation of the financials

REVENUE

The Group has three revenue-generating segments:

  • financial market,
  • commodity market,
  • other revenues.

Revenues from the financial market include revenues from:

  • trading;
  • listing;
  • information services.

Trading revenue includes fees paid by market participants in respect of:

  • transactions on markets of equities and equity-related instruments;
  • transactions in derivative financial instruments;
  • transactions in debt instruments;
  • transactions in other cash market instruments;
  • other fees paid by market participants.

Revenues from transactions in equities and equity-related securities are the Group's main source of trading revenues and its main source of sales revenues in general.

Revenues from transactions in derivative financial instruments are the second biggest source of trading revenues on the financial market following revenues from transactions in equities. Transactions in WIG20 index futures account for the majority of revenues from transactions in derivatives.

Revenues from other fees paid by market participants include mainly fees for services providing access to the trading system.

Revenues from transactions in debt instruments were the third largest source of trading revenues on the financial market in the first nine months of 2016. Revenues from transactions in debt instruments are generated by the Catalyst market as well as the Treasury BondSpot Poland market operated by BondSpot S.A., a subsidiary of GPW.

Revenues from transactions in other cash market instruments include fees for trading in structured products, investment certificates, warrants and ETF (Exchange Traded Fund) units.

Listing revenues include two elements:

  • one-off fees paid for introduction of shares and other instruments to trading on the exchange;
  • periodic listing fees.

Revenues from information services mainly include fees paid by data vendors for real-time market data as well as historical and statistical data. Real-time data fees include fixed annual fees and monthly fees based on the data vendor's number of subscribers and the scope of data feeds used by a subscriber.

Revenues of the Group in the commodity market segment include revenues of TGE and IRGIT as well as revenues of InfoEngine from its activity as a trade operator, the entity responsible for balancing, and the operation of the OTC commodity platform.

Revenue on the commodity market includes the following:

  • trading,
  • operation of the Register of Certificates of Origin,
  • clearing.

Trading revenue on the commodity market includes:

  • revenue from trading in electricity (spot and forward),
  • revenue from trading in natural gas (spot and forward),
  • revenue from trading in property rights,
  • other fees paid by market participants (members).

Other fees paid by market participants include TGE fees, as well as revenues of InfoEngine as a trade operator, the entity responsible for balancing, and the operation of the OTC commodity platform.

Revenues of the sub-segment "clearing" include revenues of the company IRGIT, which clears and settles exchange transactions concluded on TGE, manages the resources of the clearing guarantee system and determines the amount of credits and debits of IRGIT members resulting from their transactions.

The Group's other revenues include revenues of GPW and the TGE Group, among others, from office space lease and sponsorship. Following the sale of InfoStrefa S.A. (previously: Instytut Rynku Kapitałowego S.A.) to a third party, other revenues decreased starting in Q4 2015.

The Group's sales revenues amounted to PLN 229.2 million in the first nine months of 2016, a decrease of 6.1% (PLN 14.9 million) year on year.

The decrease in sales revenues year on year in the first nine months of 2016 was mainly driven by a decrease of revenues from the financial market by PLN 16.7 million, especially from trading in equities and equity-related instruments. Revenue from trading in debt instruments also decreased. Listing revenues also decreased by PLN 0.7 million or 3.6%. Revenues from the commodity market increased by PLN 2.7 million or 3.0% year on year.

The revenue of the TGE Group stood at PLN 93.5 million in the first nine months of 2016 compared to PLN 90.4 million in the first nine months of 2015. The revenue of BondSpot stood at PLN 8.2 million and PLN 8.8 million, respectively, in the periods under review.

The revenue of the GPW Group by segment is presented below.

Table 6: Consolidated revenues of GPW Group and revenue structure in the first nine months of 2015 and 2016

Nine - month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
PLN'000, % 30 September
2016
% 30 September
2015
% v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Financial market 134,222 59% 150,965 62% (16,743) -11.1%
Trading revenue 85,832 37% 103,735 43% (17,903) -17.3%
Equities and equity-related instruments 63,945 28% 82,034 34% (18,089) -22.1%
Derivative instruments 9,007 4% 8,599 4% 408 4.7%
Other fees paid by market participants 5,073 2% 4,702 2% 371 7.9%
Debt instruments 7,512 3% 8,109 3% (597) -7.4%
Other cash instruments 295 0% 291 0% 4 1.3%
Listing revenue 17,790 8% 18,456 8% (666) -3.6%
Listing fees 14,994 7% 14,487 6% 507 3.5%
Introduction fees, other fees 2,796 1% 3,969 2% (1,173) -29.6%
Information services 30,600 13% 28,774 12% 1,826 6.3%
Real-time information 28,627 12% 26,989 11% 1,638 6.1%
Indices and historical and statistical
information
1,973 1% 1,784 1% 189 10.6%
Commodity market 93,687 41% 90,950 37% 2,737 3.0%
Trading revenue 44,363 19% 44,909 18% (546) -1.2%
Electricity 7,656 3% 9,827 4% (2,171) -22.1%
Spot 2,154 1% 2,047 1% 107 5.2%
Forward 5,502 2% 7,780 3% (2,278) -29.3%
Gas 6,183 3% 6,595 3% (412) -6.3%
Spot 1,638 1% 953 0% 685 71.8%
Forward 4,545 2% 5,642 2% (1,097) -19.4%
Property rights in certificates of origin 24,012 10% 23,212 10% 800 3.4%
Other fees paid by market participants 6,512 3% 5,275 2% 1,237 23.5%
Register of certificates of origin 21,243 9% 18,648 8% 2,595 13.9%
Clearing 28,081 12% 27,392 11% 689 2.5%
Other revenue * 1,241 1% 2,157 1% (915) -42.4%
Total 229,150 100% 244,071 100% (14,921) -6.1%

*-other revenue apply to financial market as well as commodity market

Source: Condensed Consolidated Interim Financial Statements, Company

The Group earns revenue both from domestic and foreign clients. The table below presents quarterly revenue by geographic segment.

Table 7: Consolidated revenues of GPW Group by geographical segment in the first nine months of 2015 and 2016

Nine - month period ended Change Change (%)
PLN'000, % 30
September
2016
% 30
September
2015
% (Q1-Q3 2016
v s
Q1-Q3 2015)
(Q1-Q3 2016
v s
Q1-Q3 2015)
Revenue from foreign customers 51,750 23% 53,735 22% (1,985) -3.7%
Revenue from local customers 177,400 77% 190,337 78% (12,936) -6.8%
Total 229,150 100% 244,071 100% (14,921) -6.1%

Source: Condensed Consolidated Interim Financial Statements, Company

FINANCIAL MARKET

TRADING

The revenues of the Group from trading on the financial market stood at PLN 85.8 million in the first nine months of 2016 compared to PLN 103.7 million in the first nine months of 2015.

Equities and equity-related instruments

Revenues from trading in equities and equity-related instruments amounted to PLN 63.9 million in the first nine months of 2016 compared to PLN 82.0 million in the first nine months of 2015.

The decrease of revenues from trading in equities was mainly a result of a decrease in the value of trading on the Main Market as well as a reduction of trading fees effective as of 1 January 2016. The value of trading decreased by 16.4% year on year in the first nine months of 2016 (including a decrease of the Electronic Order Book by 13.0% and of block trades by 45.1%). In addition, the share of HVP/HVF Programme participants, who pay lower fees, in the total value of trading in equities increased.

The reduction of trading fees results from changes in the financing system of capital market supervision. As of 1 January 2016, GPW reduced the transaction fees on trading in shares, allotment certificates and ETF units in the part charged on the value of an order up to PLN 100 thousand from 0.033% to 0.029% in order to share the savings resulting from the change of the structure of fees paid to PFSA in favour of market participants.

Table 8: Data for the markets in equities and equity-related instruments

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Financial market, trading revenue:
equities and equity-related instruments (PLN million)
63.9 82.0 (18.0) -22.1%
Main Market:
Value of trading (PLN billion) 144.2 172.5 (28.3) -16.4%
Volume of trading (billions of shares) 10.6 12.5 (1.9) -15.0%
NewConnect:
Value of trading (PLN billion) 1.0 1.4 (0.4) -27.7%
Volume of trading (billions of shares) 2.7 2.7 0.1 2.1%

Source: Condensed Consolidated Interim Financial Statements, Company

Derivatives

Revenues of the Group from transactions in derivatives on the financial market amounted to PLN 9.0 million in the first nine months of 2016 compared to PLN 8.6 million in the first nine months of 2015.

Revenues from transactions in derivatives increased by 4.7% year on year in the first nine months of 2016. The total volume of trade in derivatives decreased by 8.1%. The decrease of turnover mainly affected FX futures (down by 52.0%). The volume of trade in WIG20 futures, which account for the majority of revenues from trading in derivatives, increased by 5.9% while the volume of trading in single-stock futures increased by 43.0%.

Table 9: Data for the derivatives market

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Financial market, trading revenue:
derivatives (PLN million)
9.0 8.6 0.4 4.7%
Volume of trading in derivatives (millions of contracts): 5.8 6.3 (0.5) -8.1%
incl.: Volume of trading in WIG20 futures (millions of
contracts)
3.5 3.3 0.1 5.9%

Source: Condensed Consolidated Interim Financial Statements, Company

Other fees paid by market participants

Revenues of the Group from other fees paid by market participants stood at PLN 5.1 million in the first nine months of 2016 compared to PLN 4.7 million in the first nine months of 2015. The fees mainly include fees for access to the trading system (among others, licence fees, connection fees and maintenance fees) as well as fees for use of the system.

Debt instruments

Revenues of the Group from transactions in debt instruments stood at PLN 7.5 million in the first nine months of 2016 compared to PLN 8.1 million in the first nine months of 2015. The majority of the Group's revenues from the debt instruments segment is generated by Treasury BondSpot Poland (TBSP).

The decrease of the revenues year on year in the first nine months of 2016 was a result of a lower value of trade on TBS Poland, which decreased by 8.4% for cash transactions and by 57.9% for conditional transactions. The trading revenue on the TBS Poland market is driven among others by the structure of fees on the market and does not reflect directly changes in the value of trading.

The decrease in the value of trading on TBSP was driven among other things by the reduction of selected items in balance sheets by banks, resulting in less active trading in Treasury bonds (especially in the repo/sell-buy-back segment). There is a higher value of turnover on the conditional transaction market (sell/buy back repo) in Q3 2016 (PLN 58.2 billion), although it's lower than the level recorded in the same period last year (PLN 93.3 billion). It shows that the activity of banks is stabilizing in this segment of the market after a significant decline in the value of turnover in the previous quarters (the value of turnover amounted to PLN 21.0 billion and PLN 33.2 billion respectively, in the first and second quarter) caused by the reduction of balance sheet items in connection with the entry into force of the Act on tax on certain financial institutions.

The value of trading on Catalyst increased by 36.1% year on year in the first nine months of 2016. Revenues from Catalyst have a small share in the Group's total revenues from transactions in debt instruments.

Table 10: Data for the debt instruments market

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September 2016 30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Financial market, trading revenue:
debt instruments (PLN million)
7.5 8.1 (0.5) -7.4%
Catalyst:
Value of trading (PLN billion) 2.4 1.8 0.6 36.1%
incl.: Value of trading in non-Treasury instruments
(PLN billion)
1.7 1.4 0.4 26.4%
Treasury BondSpot Poland, value of trading:
Conditional transactions (PLN billion) 112.5 267.4 (154.9) -57.9%
Cash transactions (PLN billion) 185.2 202.2 (16.9) -8.4%

Source: Condensed Consolidated Interim Financial Statements, Company

Other cash market instruments

Revenues from transactions in other cash market instruments were stable and amounted to PLN 0.3 million in the first nine months of 2016. The revenues include fees for trading in structured products, investment certificates, ETF units and warrants.

LISTING

Listing revenues on the financial market amounted to PLN 17.8 million in the first nine months of 2016 compared to PLN 18.5 million in the first nine months of 2015.

Revenues from listing fees amounted to PLN 15.0 million in the first nine months of 2016 compared to PLN 14.5 million in the first nine months of 2015. The main driver of revenues from listing fees is the number of issuers listed on the GPW markets and their capitalisation at the end of the previous year. The decrease of capitalisation of companies listed on the GPW Main Market year on year as at the end of 2015 did not result in a decrease of listing fees in view of changes in the structure of capitalisation of companies and the structure of fees (the annual listing fee is capped at PLN 70 thousand).

Revenues from fees for introduction and other fees amounted to PLN 2.8 million in the first nine months of 2016 compared to PLN 4.0 million in the first nine months of 2015. The revenues are driven mainly by the number and value of new listings of shares and bonds on the GPW markets.

The listing revenue on the GPW Main Market decreased by 3.6% year on year in the first nine months of 2016. The table below presents the key financial and operating figures.

Table 11: Data for the GPW Main Market

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Main Market
Listing revenue (PLN million) 14.6 15.1 (0.6) -3.8%
Total capitalisation of listed companies (PLN billion) 948.6 1,124.5 (175.9) -15.6%
including: Capitalisation of listed domestic companies 515.7 556.1 (40.4) -7.3%
including: Capitalisation of listed foreign companies 432.9 568.4 (135.5) -23.8%
Total number of listed companies 484 476 8 1.7%
including: Number of listed domestic companies 431 424 7 1.7%
including: Number of listed foreign companies 53 52 1 1.9%
Value of offerings (IPO and SPO) (PLN billion) * 3.8 43.1 (39.3) -91.2%
Number of new listings (in the period) 13 15 (2) -13.3%
Capitalisation of new listings (PLN billion) 3.5 3.4 0.1 3.3%
Number of delistings 17 10 7 70.0%
Capitalisation of delistings** (PLN billion) 5.6 4.3 1.3 29.0%

* including SPOs of Santander Bank at PLN 33.0 billion in Q1 2015

** based on market capitalisation at the time of delisting

Source: Company

Listing revenues from NewConnect decreased by 5.9% year on year in the first nine months of 2016. The table below presents the key financial and operating figures.

Table 12: Data for NewConnect

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
NewConnect
Listing revenue (PLN million) 1.7 1.8 (0.1) -5.9%
Total capitalisation of listed companies (PLN billion) 9.0 9.1 (0.1) -1.0%
including: Capitalisation of listed domestic companies 8.7 8.7 0.0 0.1%
including: Capitalisation of listed foreign companies 0.2 0.3 (0.1) -28.3%
Total number of listed companies 408 431 (23) -5.3%
including: Number of listed domestic companies 399 421 (22) -5.2%
including: Number of listed foreign companies 9 10 (1) -10.0%
Value of offerings (IPO and SPO) (PLN billion) 0.1 0.4 -0.2 -57.3%
Number of new listings (in the period) 12 17 (5) -29.4%
Capitalisation of new listings (PLN billion) 0.4 0.5 (0.1) -15.9%
Number of delistings* 22 17 5 29.4%
Capitalisation of delistings** (PLN billion) 1.3 0.8 0.5 62.0%

* includes companies which transferred to the Main Market

** based on market capitalisation at the time of delisting

Source: Company

Listing revenues from Catalyst stood at PLN 1.5 million in the first nine months of 2016 and were stable year on year. The table below presents the key financial and operating figures.

Table 13: Data for Catalyst

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Catalyst
Listing revenue (PLN million) 1.5 1.5 0.0 0.7%
Number of issuers 181 195 (14) -7.2%
Number of issued instruments 549 537 12 2.2%
including: non-Treasury instruments 512 502 10 2.0%
Value of issued instruments (PLN billion) 688.8 617.7 71.1 11.5%
including: non-Treasury instruments 78.7 70.6 8.1 11.4%

Source: Company

INFORMATION SERVICES

Revenues from information services amounted to PLN 30.6 million in the first nine months of 2016 compared to PLN 28.8 million in the first nine months of 2015. The increase in revenues was driven by an increase of the monthly subscription fee for the top 5 bids/asks paid by institutional subscribers other than exchange members, as well as an increase of the number of agreements with clients who use GPW data in automatic trading and other applications.

Table 14: Data for information services

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Revenues from information services (PLN million) 30.6 28.8 1.8 6.3%
Number of data vendors 52 56 (4) -7.1%
Number of subscribers ('000 subscribers) 220.3 223.1 (2.8) -1.3%

Source: Condensed Consolidated Interim Financial Statements, Company

COMMODITY MARKET

Revenues on the commodity market include mainly the revenues of the TGE Group.

Revenues of the TGE Group are driven mainly by the volume of transactions in electricity, natural gas and property rights, the volume of certificates of origin issued and cancelled by members of the Register of Certificates of Origin, as well as revenues from clearing and settlement of transactions in exchange-traded commodities in the clearing sub-segment operated by IRGIT.

Revenues of the GPW Group on the commodity market stood at PLN 93.7 million in the first nine months of 2016 compared to PLN 90.9 million in the first nine months of 2015.

The increase of revenues on the commodity market year on year in the first nine months of 2016 was mainly driven by an increase in revenues from the operation of the register of certificates of origin, other fees paid by market participants, and clearing. On the other hand, revenues from transactions in electricity decreased, reducing the trading revenue.

TRADING

Trading revenues of the GPW Group on the commodity market amounted to PLN 44.4 million in the first nine months of 2016, including PLN 2.2 million of revenues from spot transactions in electricity, PLN 5.5 million of revenues from forward transactions in electricity, PLN 1.6 million of revenues from spot transactions in gas, PLN 4.5 million of revenues from forward transactions in gas, PLN 24.0 million of revenues from transactions in property rights in certificates of origin of electricity, and PLN 6.5 million of other fees paid by market participants. The trading revenue decreased by PLN 0.5 million year on year in the first nine months of 2016.

The Group's revenues from trading in electricity amounted to PLN 7.7 million in the first nine months of 2016 compared to PLN 9.8 million in the first nine months of 2015. The total volume of trading on the energy markets operated by TGE amounted to 96.0 TWh in the first nine months of 2016 compared to 127.8 TWh in the first nine months of 2015.

The decrease in revenues from trading in electricity year on year in the first nine months of 2016 was due to a lower volume of forward transactions. The volume of forward transactions decreased by 30.9% while the volume of spot transactions increased by 11.3%.

The Group's revenues from trading in gas amounted to PLN 6.2 million in the first nine months of 2016 compared to PLN 6.6 million in the first nine months of 2015. The volume of trade in natural gas on TGE was 77.1 TWh in the first nine months of 2016 compared to 86.4 TWh in the first nine months of 2015.

The Group's revenue from trading in property rights stood at PLN 24.0 million in the first nine months of 2016 compared to PLN 23.2 million in the first nine months of 2015. The volume of trading in property rights stood at 40.4 TWh in the first nine months of 2016 compared to 46.1 TWh in the first nine months of 2015. At the same time a significant increase in trading of the energy efficiency certificates has taken place in the first nine months of 2016., which have a much higher transaction fees than other property rights. This has resulted in the revenue growth during this period under review.

Revenues of the Group from other fees paid by commodity market participants amounted to PLN 6.5 million in the first nine months of 2016 compared to PLN 5.3 million in the first nine months of 2015. Other fees paid by commodity market participants included fees paid by TGE market participants and revenues of InfoEngine from the activity of trading operator.

Other fees paid by market participants are driven mainly by revenues from fixed market participation fees, fees for cancellation of transactions, fees for position transfers, fees for trade reporting under RRM (Registered Reporting Mechanism), fees for access to the system, and fees for management of the resources of the guarantee fund. Other fees paid by market participants depend mainly on the activity of IRGIT Members, in particular the number of transactions, the number of new clients of brokerage houses, and the number of new users accessing the clearing system.

Table 15: Data for the commodity market

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
30 September
2016
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Commodity market - trading revenue (PLN million) 44.4 44.9 (0.5) -1.2%
Volume of trading in electricity
Spot transactions (TWh) 20.3 18.3 2.1 11.3%
Forward transactions (TWh) 75.7 109.5 (33.8) -30.9%
Volume of trading in gas
Spot transactions (TWh) 15.2 8.2 7.0 84.4%
Forward transactions (TWh) 61.9 78.2 (16.3) -20.9%
Volume of trading in property rights (TGE) (TWh) 40.4 46.1 -5.7 -12.3%

Source: Condensed Consolidated Interim Financial Statements, Company

REGISTER OF CERTIFICATES OF ORIGIN

Revenues from the operation of the Register of Certificates of Origin amounted to PLN 21.2 million in the first nine months of 2016 compared to PLN 18.6 million in the first nine months of 2015. The increase in the revenues year on year in the first nine months of 2016 was mainly due to high revenues from the cancellation of property rights, especially green certificates of origin.

Table 16: Data for the Register of Certificates of Origin

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
Commodity market - revenue from operation of
the Register of Certificates of Origin of
electricity (PLN million)
21.2 18.6 2.6 13.9%
Issued property rights (TWh) 22.5 23.8 -1.3 -5.5%
Cancelled property rights (TWh) 43.0 22.3 20.7 92.4%

Source: Condensed Consolidated Interim Financial Statements, Company

CLEARING

The Group earns revenue from the clearing activities of IRGIT, which is a subsidiary of TGE. The revenue stood at PLN 28.1 million in the first nine months of 2016 compared to PLN 27.4 million in the first nine months of 2015.

OTHER REVENUES

The Group's other revenues amounted to PLN 1.2 million in the first nine months of 2016 compared to PLN 2.2 million in the first nine months of 2015. The Group's other revenues include mainly revenues from office space lease and sponsorship.

The decrease of other revenues in the first nine months of 2016 was mainly driven by higher revenues from office space lease and sponsorship generated in 2015.

OPERATING EXPENSES

Total operating expenses of the GPW Group amounted to PLN 112.4 million in the first nine months of 2016, representing a decrease of PLN 16.1 million (12.5%) year on year.

Separate operating expenses of GPW stood at PLN 73.5 million in the first nine months of 2016, representing a decrease of PLN 17.1 million (18.9%) year on year. The decrease of the operating expenses in the first nine months of 2016 was mainly driven by a reduction of the fee paid to PFSA.

Operating expenses of the TGE Group stood at PLN 30.8 million in the first nine months of 2016 compared to PLN 28.5 million in the first nine months of 2015 and increased largely due to changes in the system of fees due to PFSA. Operating expenses of BondSpot stood at PLN 7.3 million and PLN 7.2 million, respectively, in the periods under review.

Table 17: Consolidated operating expenses of GPW Group and structure of operating expenses in the first nine months of 2015 and 2016

Nine - month period ended Change Change (%)
PLN'000, % 30
September
2016
% 30
September
%
2015
(Q1-Q3 2016
v s
Q1-Q3 2015)
(Q1-Q3 2016
v s
Q1-Q3 2015)
Depreciation and amortisation 19,708 18% 19,824 15% (116) -0.6%
Salaries 38,025 34% 41,110 32% (3,085) -7.5%
Other employee costs 8,530 8% 8,750 7% (220) -2.5%
Rent and other maintenance fees 6,895 7% 7,527 6% (633) -8.4%
Fees and charges 10,020 9% 18,616 14% (8,596) -46.2%
including: PFSA fees 9,076 8% 17,443 14% (8,367) -48.0%
External service charges 25,409 23% 28,227 22% (2,818) -10.0%
Other operating expenses 3,832 4% 4,427 3% (595) -13.4%
Total 112,419 100% 128,482 100% (16,063) -12.5%

Source: Condensed Consolidated Interim Financial Statements, Company

The decrease of consolidated expenses year on year in the first nine months of 2016 was mainly driven by lower operating expenses of all categories. Fees and charges decreased the most due to lower market supervision fees paid to PFSA. The second largest decrease by value was reported for Salaries and the third for External service charges.

Table 18: Separate operating expenses of GPW and structure of operating expenses in selected periods of 2015 and 2016

Nine - month period ended Change Change (%)
PLN'000, % 30
September
2016
% 30
September
2015
% (Q1-Q3 2016
v s
Q1-Q3 2015)
(Q1-Q3 2016
v s
Q1-Q3 2015)
Depreciation and amortisation 15,139 21% 16,215 18% (1,076) -6.6%
Salaries 21,794 30% 21,869 24% (75) -0.3%
Other employee costs 5,576 8% 5,857 6% (281) -4.8%
Rent and other maintenance fees 4,596 6% 5,485 6% (889) -16.2%
Fees and charges 6,030 8% 17,351 19% (11,321) -65.2%
including: PFSA fees 5,441 7% 16,816 19% (11,375) -67.6%
External service charges 17,548 24% 20,766 23% (3,219) -15.5%
Other operating expenses 2,775 4% 3,061 3% (286) -9.3%
Total 73,458 100% 90,606 100% (17,147) -18.9%

Source: Company

The comments below concerning operating expenses items are based on consolidated figures of the GPW Group.

Depreciation and amortisation

Depreciation and amortisation charges stood at PLN 19.7 million in the first nine months of 2016 compared to PLN 19.8 million in the first nine months of 2015. The decrease in depreciation and amortisation charges year on year in the first nine months of 2016 resulted from a decrease of depreciation and amortisation charges in GPW by PLN 1.1 million, an increase of depreciation and amortisation charges in TGE by PLN 0.8 million, as well as an increase of depreciation and amortisation charges in BondSpot by PLN 0.2 million.

Salaries and other employee costs

Salaries and other employee costs amounted to PLN 46.6 million in the first nine months of 2016 compared to PLN 49.9 million in the first nine months of 2015.

The lower employee costs of the GPW Group in the current period comparing to the same period of 2015 are the result of lower costs in the TGE Group by PLN 1.6 million, in GPW by PLN 0.4 million, in BondSpot by PLN 0.4 million, and the fact that the employee cost in 2015 included the cost of the company InfoStrefa SA (formerly Instytut Rynku Kapitałowego WSE Research S.A) amounted to PLN 0.6 million. Lower costs in the TGE are mainly the result of the release of provisions for the 2015 awards, the correction of the provision for 2016 by PLN 1.1 million and lower gross salaries by PLN 0.5 million compared to the same period last year. In BondSpot lower salaries are the result of the release of provisions for 2015 awards. In the GPW lower employee costs is an aggregated result of lower employee costs in 2015 by PLN 3.3 million resulting from the changes of the jubilee and the retirement and pension system, and a decrease in employee costs in 2016 which is the result of the release of provisions for 2015 awards amounted to PLN 2.6 million, and lower cost of gross salaries amounted to PLN 0.9 million.

The headcount of the Group was 334 FTEs as at 30 September 2016.

Table 19: Employment in GPW Group

As at
# FTEs 30 September
2016
31 December
2015
30 September
2015
GPW 183 201 197
Subsidiaries 151 150 146
Total 334 351 343

Source: Company

Rent and other maintenance fees

Rent and other maintenance fees amounted to PLN 6.9 million in the first nine months of 2016 compared to PLN 7.5 million in the first nine months of 2015. Rental contracts for NewConnect and Catalyst rooms and an archive space in the Centrum Giełdowe building were terminated at the end of May 2015, reducing the cost of rent and maintenance fees by ca. PLN 100 thousand per month as of June 2015.

Fees and charges

Fees and charges stood at PLN 10.0 million in the first nine months of 2016 compared to PLN 18.6 million in the first nine months of 2015. The main component of fees and charges are capital market supervision fees paid to the Polish Financial Supervision Authority (PFSA) (PLN 9.1 million in the current period). Following a change of the system of financing of the cost of market supervision and a change of the scope of entities contributing towards the financing as of the beginning of 2016, the entire annual fee due to PFSA is recognised in the first nine months of 2016. The amount of the fee in 2016 as compared to 2015 is driven by a decrease of the fees due to PFSA paid by GPW by PLN 11.3 million, an increase of the fees due to PFSA paid by the TGE Group by PLN 2.9 million, and an increase of the fees due to PFSA paid by BondSpot by PLN 0.1 million. It should be noted that the entire annual cost of supervision fees was recognised in the first nine months of 2016 while only the cost attributable to the first nine months of 2015 was recognised in 2015. After the next quarter, the difference of the fees due to the supervision authority will be even bigger in favour of the GPW Group.

The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts has largely extended the list of entities required to finance supervision (by adding, among others, banks, insurers, investment funds, public companies, brokerage houses and foreign investment firms) and increased the amount of contributions of entities. As a result, the cost paid by GPW has been reduced significantly in 2016 compared to PLN 22.0 million in 2015 (approximately by half for the GPW Group compared to 2015). At the same time, as of 1 January 2016, GPW reduced the transaction fees on trading in shares, allotment certificates and ETF units in the part charged on the value of an order up to PLN 100 thousand from 0.033% to 0.029% in order to share the savings resulting from the change of the structure of fees paid to PFSA in favour of market participants. The reduction of the fees paid to PFSA combined with the reduction of the trading fees offered by GPW will result in a commensurate decrease of both revenue and operating expenses of the GPW Group throughout 2016.

Following an amendment of regulations governing fees paid to cover the cost of supervision of the capital market and in view of the provisions of an interpretation of the International Financial Reporting Interpretations Committee (IFRIC 21), the GPW Group has decided to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Previously, GPW recognised 1/12 of the annual fee due to PFSA in each month of the year. Starting in 2016, the GPW Group will recognise the total liabilities and costs in respect of annual fees due to PFSA in the first quarter of each year. As a result of the modified presentation of fees due to PFSA, the GPW Group's operating expenses in the first nine months of 2016 include the entire fee at PLN 9.1 million. However, the GPW Group's operating expenses in Q4 2016 will not include the

annual fee due to PFSA. The modification is a purely presentational movement between different quarters. It will not affect the GPW Group's annual results.

The Chairperson of the Polish Financial Supervision Authority publishes the rates and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year. The fee due to PFSA had been calculated this year before September on the basis of the published indicators necessary to calculate the fee: it is PLN 9.1 million for the Group.

External service charges

External service charges amounted to PLN 25.4 million in the first nine months of 2016 compared to PLN 28.2 million in the first nine months of 2015 (a decrease of 10.0% ie. PLN 2.8 million).

Table 20: Consolidated external service charges of GPW Group and structure of external service charges in the first nine months of 2015 and 2016

Nine - month period ended Change Change (%)
PLN'000, % 30
September
2016
% 30
September
2015
% (Q1-Q3 2016
v s
Q1-Q3 2015)
(Q1-Q3 2016
v s
Q1-Q3 2015)
IT cost: 15,568 61% 14,278 51% 1,290 9.0%
IT infrastructure maintenance 9,830 39% 8,764 31% 1,066 12.2%
TBSP maintenance service 1,135 4% 883 3% 252 28.6%
Data transmission lines 4,464 18% 4,318 15% 146 3.4%
Software modification 139 1% 314 1% (175) -55.7%
Office and office equipment maintenance: 1,994 8% 1,993 7% 1 0.0%
Repair and maintenance of installations 637 3% 643 2% (6) -1.0%
Security 662 3% 610 2% 52 8.6%
Cleaning 372 1% 365 1% 7 1.9%
Phone and mobile phone services 323 1% 375 1% (52) -13.9%
Leasing, rental and maintenance of vehicles 365 1% 289 1% 76 26.4%
Transportation services 121 0% 87 0% 34 39.3%
Promotion, education, market development 2,865 11% 4,455 16% (1,590) -35.7%
Market liquidity support 354 1% 682 2% (328) -48.1%
Advisory (including: audit, legal services, business
consulting)
2,329 9% 3,985 14% (1,656) -41.6%
Information services 585 2% 624 2% (39) -6.3%
Training 307 1% 539 2% (232) -43.0%
Mail fees 59 0% 63 0% (4) -6.1%
Bank fees 109 0% 88 0% 21 23.2%
Translation 179 1% 199 1% (20) -9.8%
Other 574 2% 946 3% (371) -39.3%
Total 25,409 100% 28,227 100% (2,818) -10.0%

Source: Condensed Consolidated Interim Financial Statements

The decrease of external service charges year on year was mainly driven by GPW (a decrease of PLN 3.2 million). The decrease of GPW's expenses was due to a decrease by PLN 0.8 million in the cost of IT infrastructure maintenance, a decrease by PLN 0.8 million in the cost of advisory services, a decrease by PLN 1.0 million in the cost of promotion related to GPW's development and image projects, a decrease by PLN 0.3 million in the cost of supporting market liquidity, and a decrease by PLN 0.3 million each in the cost of training. There has been an increase of the cost of external services in the TGE Group by PLN 0.3 million and BondSpot by PLN 0.5 million. This

year, there is no longer external services cost incurred in the company IRK (PLN 0.3 million) in the comparable period in 2015.

Other operating expenses

Other operating expenses amounted to PLN 3.8 million in the first nine months of 2016 compared to PLN 4.4 million in the first nine months of 2015. The expenses in the first nine months of 2016 included mainly the cost of material and energy consumption at PLN 2.3 million, industry organisation membership fees of PLN 0.4 million, non-life insurance at PLN 0.2 million, business travel at PLN 0.6 million.

The decrease of expenses in the first nine months of 2016 was mainly due to a reduction by PLN 0.4 million in costs of business travel, by PLN 0.2 million in conference participation costs, and by PLN 0.1 million each in costs of membership fees and non-life insurance.

OTHER INCOME AND EXPENSES

Other income of the Group stood at PLN 0.4 million in the first nine months of 2016 compared to PLN 1.1 million in the first nine months of 2015. Other income includes damages received, gains on the sale of property, plant and equipment, reversal of impairment write-downs of receivables.

Other expenses of the Group stood at PLN 1.0 million in the first nine months of 2016 compared to PLN 2.1 million in the first nine months of 2015. Other expenses include donations paid, losses on the sale of property, plant and equipment, impairment write-downs of receivables, and provisions against damages. The cost of donations decreased year on year in 2016.

FINANCIAL INCOME AND EXPENSES

Financial income of the Group stood at PLN 10.6 million in the first nine months of 2016 compared to PLN 8.1 million in the first nine months of 2015. Financial income includes mainly interest on bank deposits, positive FX differences, and the revaluation of shares of the associate Aquis (PLN 5.4 million) resulting from a capital increase.

Financial expenses of the Group stood at PLN 6.2 million in the first nine months of 2016 compared to PLN 6.6 million in the first nine months of 2015. Financial expenses include mainly interest on the issued bonds.

In December 2011 and February 2012, GPW issued bonds with a total nominal value of PLN 245.0 million. The bonds are due for redemption on 2 January 2017. The bonds bear interest at a floating rate equal to WIBOR 6M + 1.17%, interest is paid semi-annually.

On 18 September 2015, GPW announced its intention to buy back series A and B bonds issued by GPW from bond holders for cancellation. On 29 September 2015, the GPW Management Board passed a resolution on the issue of series C unsecured bearer bonds. The bonds were issued on 6 October 2015.

On 6 October 2015, GPW issued 1,250,000 series C bearer bonds in a total nominal amount of PLN 125,000,000. The nominal amount and the issue price was PLN 100 per bond. The series C bonds bear interest at a fixed rate of 3.19% p.a. Interest on the bonds is paid semi-annually. The bonds are due for redemption on 6 October 2022 against the payment of the nominal value to the bond holders. The bonds have been introduced into the alternative trading system on Catalyst.

On 12 October 2015, GPW completed the purchase of its series A and B bonds from bond holders at a price of PLN 101.20 per bond. On 6-12 October 2015, GPW bought back 1,245,163 bonds for a total price of PLN 126,010,495.60. The early redemption of the series A and B bonds was paid for with cash raised by GPW through the issue of series C bonds.

Interest on the outstanding bonds is the main contributor to the financial expenses of the Company. The interest rate on the series A and B bonds is 2.96% p.a. in H2 2016, the same as in H2 2015. The series C bonds bear interest at a fixed rate of 3.19% p.a.

SHARE OF PROFIT OF ASSOCIATES

The Group's share of profit of associates stood at a PLN 2.3 million in the first nine months of 2016 compared to PLN 0.2 million in the first nine months of 2015.

The Group's share of the KDPW Group profit was PLN 5.6 million in the first nine months of 2016 compared to PLN 4.6 million in the first nine months of 2015.

The share in the net profit of Centrum Giełdowe was PLN 0.3 million in the first nine months of 2016 compared to PLN 0.5 million in the first nine months of 2015. The volatility of the profit of Centrum Giełdowe in the periods under review resulted mainly from FX differences and payment amounts and dates of the company's US\$ denominated loan.

The Group's share of the loss of Aquis Exchange Ltd was PLN 3.6 million in the first nine months of 2016 compared to PLN 4.9 million in the first nine months of 2015.

Following a new share issue without the participation of GPW, GPW's share in Aquis measured by the number of shares decreased from 31.01% as at 31 December 2015 to 23.60% as at 30 September 2016. GPW's share in economic and voting rights decreased from 26.33% to 20.79%.

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
PLN'000 30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
KDPW S.A. Group 17,479 13,925 3,554 25.5%
Centrum Giełdowe S.A. 1,107 1,866 (760) -40.7%
Aquis Exchange Ltd (14,638) (17,226) 2,588 -15.0%
Total 3,948 (1,435) 5,383 -375.1%

Table 21: Profit / (Loss) of associates

Source: Company

Table 22: GPW's share of profit / (loss) of associates

Nine-month period ended Change
(Q1-Q3 2016
Change (%)
(Q1-Q3 2016
PLN'000 30 September
2016
30 September
2015
v s
Q1-Q3 2015)
v s
Q1-Q3 2015)
KDPW S.A. Group 5,581 4,642 939 20.2%
Centrum Giełdowe S.A. 274 463 (188) -40.7%
Aquis Exchange Ltd (3,573) (4,918) 1,345 -27.4%
Total 2,282 187 2,095 1121.3%

Source: Company

INCOME TAX

Income tax of the Group was PLN 22.3 million in the first nine months of 2016 compared to PLN 20.7 million in the first nine months of 2015. The effective income tax rate in the periods under review was 18.2% and 17.8%, respectively, as compared to the standard Polish corporate income tax rate of 19%.

Income tax paid by the Group was PLN 16.8 million in the first nine months of 2016 compared to PLN 11.4 million in the first nine months of 2015.

V. Atypical factors and events

CHANGE OF THE SYSTEM OF FINANCING OF CAPITAL MARKET SUPERVISION

The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts has largely extended the list of entities required to finance supervision (by adding, among others, banks, insurers, investment funds, public companies, brokerage houses and foreign investment firms) and increased the amount of contributions of entities. As a result, the cost paid by GPW has been reduced significantly in 2016 compared to PLN 22.0 million in 2015. The Act was signed into law by the President of Poland on 31 July 2015 and promulgated in the Journal of Laws on 31 August 2015. The Regulation of the Minister of Finance which determines among others the calculation method as well as the terms and conditions of the payment of fees by relevant entities took effect as of 1 January 2016. At the same time, as of 1 January 2016, GPW reduced the transaction fees on trade in shares, allotment certificates and ETF units in the part charged on the value of an order up to PLN 100 thousand from 0.033% to 0.029% in order to share the savings resulting from the change of the structure of fees paid to PFSA in favour of market participants. The reduction of the fees paid to PFSA (approximately by half for the GPW Group compared to 2015) combined with the reduction of the trading fees offered by GPW will result in a commensurate decrease of both revenue and operating expenses of the GPW Group throughout 2016.

Following an amendment of regulations governing fees paid to cover the cost of supervision of the capital market and in view of the provisions of an interpretation of the International Financial Reporting Interpretations Committee (IFRIC 21), the GPW Group has decided to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Previously, GPW recognised 1/12 of the annual fee due to PFSA in each month of the year. According to IFRIC 21, an entity recognises a liability for fees due to PFSA at the date of the obligating event. The obligating event is the fact of carrying out a business subject to fees due to PFSA as at 1 January of each year. Consequently, the estimated amount of the annual fees due to PFSA will be charged to the accounts of the GPW Group of the first quarter of each year.

The Chairperson of the Polish Financial Supervision Authority publishes the rates and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.

Following these changes related to the supervision fee due to PFSA, the GPW Group recognised the estimated amount of the fee as a provision at PLN 11.2 million in Q1 2016. When the fees and the indicators necessary to calculate the fees were published, the final annual amount of the supervision fee due to PFSA was calculated and booked in September at PLN 9.1 million for the Group. No supervision fee due to PFSA will be recognised in Q4 2016; however, the fee will be presented in the 4Q 2015 results as it was charged at 1/12 each month. The same concerns the associate KDPW, impacting the GPW Group's share of associates. KDPW's results for the nine months of 2016 also include the entire fee due to PFSA in 2016 at PLN 7.3 million (final amount, paid).

VI. Group's assets and liabilities structure

The balance-sheet total of the Group was PLN 1,046.8 million as at the end of Q3 2016, which was stable compared to PLN 994.8 million as at the end of Q3 2015.

ASSETS

The Group's non-current assets stood at PLN 584.7 million representing 55% of total assets as at 30 September 2016 compared to PLN 580.6 million or 57% of total assets as at 31 December 2015 and PLN 569.2 million or 57% of total assets as at 30 September 2015. The Group's property, plant and equipment increased modestly after the end of 2015 as a result of higher investments in associates.

The Group's current assets stood at PLN 462.1 million representing 45% of total assets as at the end Q3 2016 compared to PLN 442.2 million or 43% of total assets as at the end of 2015 and PLN 425.7 million or 43% of total assets as at the end of Q3 2015. The change in current assets after the end of 2015 was driven among others by the following factors:

  • an increase of the TGE Group's cash by PLN 40.9 million, largely driven by a decrease of trade receivables and partly by generated cash flows from operating activities;
  • an increase of GPW's cash by PLN 23.5 million generated from operating activities (while trade receivables were stable).
  • Table 23: Consolidated statement of financial position of GPW Group at the end of selected periods (assets)
As at
PLN'000 30 September
2016
% 31 December
2015
% 30 September
2015
%
Non-current assets 584,694 55% 580,645 57% 569,155 57%
Property, plant and equipment 119,554 11% 125,229 12% 109,831 11%
Intangible assets 262,401 25% 261,728 26% 263,693 27%
Investment in associates 196,025 19% 188,570 18% 190,346 19%
Deferred tax assets 1,749 0% - - - 0%
Available-for-sale financial assets 288 0% 282 0% 287 0%
Non-current prepayments 4,677 0% 4,836 0% 4,998 1%
Current assets 462,093 45% 442,170 43% 425,652 43%
Inventory 67 0% 135 0% 145 0%
Corporate income tax receivables 300 0% 369 0% 213 0%
Trade and other receivables 37,793 4% 81,273 8% 73,394 7%
Available-for-sale financial assets - 0% - 0% 10,616 1%
Cash and cash equivalents 423,933 40% 360,393 35% 341,284 34%
Total assets 1,046,787 100% 1,022,815 100% 994,807 100%

Source: Condensed Consolidated Interim Financial Statements

EQUITY AND LIABILITIES

The equity of the Group stood at PLN 722.9 million representing 69% of the Group's total equity and liabilities as at the end of Q3 2016 compared to PLN 721.3 million or 71% of total equity and liabilities as at the end of 2015 and PLN 694.1 million or 70% of total equity and liabilities as at the end of Q3 2015.

Non-current liabilities of the Group stood at PLN 137.3 million representing 13% of the Group's total equity and liabilities as at the end of Q3 2016 compared to PLN 258.8 million or 25% of total equity and liabilities as at the end of Q4 2015 and PLN 256.2 million or 26% of total equity and liabilities as at the end of Q3 2015. Non-current liabilities of the Group include mainly liabilities of GPW under issued bonds. The decrease in non-current liabilities after the end of 2015 was due to the reclassification of liabilities in respect of issued series A and B bonds to current liabilities in view of their maturity date which falls on 2 January 2017.

Current liabilities of the Group stood at PLN 186,6 million representing 18% of the Group's total equity and liabilities as at the end of Q3 2016 compared to PLN 42.7 million or 4% of total equity and liabilities as at the end of 2015 and PLN 44.5 million or 4% of total equity and liabilities as at the end of Q3 2015. The liability under the bond issue increased after the end of 2015 following the reclassification of liabilities in respect of issued series A and B bonds to current liabilities in view of their maturity date which falls on 2 January 2017. Furthermore, the TGE Group's other current VAT liabilities increased due to the profile of its transactions. The increase of accruals and deferred income was driven by annual fees paid by issuers, which are booked in the first quarter of the year and recognised over time. The increase of liabilities from income tax on 30.09.2016 is associated with the GPW simplified method of monthly advance income tax payments, ie. in the amount of 1/12 of the tax due for 2014. However, in 2015 the GPW did not use the simplified method and paid in the advance income tax based on the actual taxable income for the current period in the form of advances, while the income tax due is higher. Furthermore, tax amortisation in GPW was higher than the balance-sheet amortisation in 2015.

Table 24: Consolidated statement of financial position of GPW Group at the end of selected periods (equity
and liabilities)
As at
PLN'000 30 September
2016
% 31 December
2015
% 30 September
2015
%
Equity 722,865 69% 721,267 71% 694,093 70%
Share capital 63,865 6% 63,865 6% 63,865 6%
Other reserves 1,537 0% 1,455 0% 1,401 0%
Retained earnings 656,951 63% 655,401 64% 627,886 63%
Non-controlling interests 512 0% 546 0% 941 0%
Non-current liabilities 137,314 13% 258,799 25% 256,218 26%
Liabilities under bond issue 123,733 12% 243,800 24% 244,424 25%
Employee benefits payable 2,254 0% 4,046 0% 2,453 0%
Finance lease liabilities 48 0% 84 0% 99 0%
Deferred income tax liability 9,055 1% 10,869 1% 9,242 1%
Other liabilities 2,224 0% - - - -
Current liabilities 186,608 18% 42,749 4% 44,496 4%
Liabilities under bond issue 123,002 12% 682 0% 1,814 0%
Trade payables 2,841 0% 8,597 1% 7,879 1%
Employee benefits payable 8,872 1% 9,457 1% 11,150 1%
Finance lease liabilities 61 0% 55 0% 55 0%
Deferred income tax liability 11,911 1% 2,833 0% 2,463 0%
Accruals and deferred income 11,630 1% 7,263 1% 10,194 1%
Provisions for other liabilities and charges 179 0% 621 0% 1,236 0%
Other current liabilities 28,112 3% 13,241 1% 9,705 1%
Total equity and liabilities 1,046,787 100% 1,022,815 100% 994,807 100%

Source: Condensed Consolidated Interim Financial Statements

CASH FLOWS

The Group generated positive cash flows from operating activities at PLN 169,0 million in the first nine months of 2016 compared to positive cash flows of PLN 61.4 million in the first nine months of 2015. The higher cash flows from operating activities year on year in the first nine months of 2016 were mainly driven by a positive change in current assets and liabilities including a decrease in trade receivables of TGE.

The cash flows from investing activities were negative at PLN 2,9 million in the first nine months of 2016 compared to negative cash flows at PLN 4.5 million in the first nine months of 2015.

The cash flows from financing activities were negative at PLN 102.9 million in the first nine months of 2016 compared to negative cash flows in the amount of PLN 104.8 million in the first nine months of 2015. The negative cash flows mainly related to dividend paid and interest paid on issued bonds.

Table 25: Consolidated cash flows

period ended 30 September Cash flows for the nine-month
PLN'000 2016 2015
Cash flows from operating activities 169,036 61,367
Cash flows from investing activities (2,868) (4,484)
Cash flows from financing activities (102,934) (104,840)
Net increase / (decrease) in cash 63,234 (47,958)
Impact of change of fx rates on cash balances in foreign currencies 306 200
Cash and cash equivalents - opening balance 360,393 389,042
Cash and cash equivalents - closing balance 423,933 341,284

Source: Condensed Consolidated Interim Financial Statements

CAPITAL EXPENDITURE

The Group's total capital expenditure in the first nine months of 2016 amounted to PLN 8.2 million including expenditure for property, plant and equipment at PLN 5.9 million and expenditure for intangible assets at PLN 2.3 million. By comparison, the Group's total capital expenditure in the first nine months of 2015 amounted to PLN 10.6 million including expenditure for property, plant and equipment at PLN 6.4 million and expenditure for intangible assets at PLN 4.2 million.

The value of contracted investment commitments for property, plant and equipment was PLN 811 thousand as at 30 September 2016, mainly for refurbishment of GPW premises.

The value of contracted investment commitments for intangible assets was PLN 499 thousand as at 30 September 2016, mainly including the following:

  • electronic document flow,
  • implementation of the financial and accounting system AX 2012 with new modules: consolidation and budgeting in GPW.

VII. Ratio analysis

DEBT AND FINANCING RATIOS

In the period under review, the debt of the Group posed no threat to its going concern and capacity to meet liabilities on time. The ratio of net debt to EBITDA remained negative in the periods under review as liquid assets of the GPW Group were greater than interest-bearing liabilities (net debt less than 0). The debt to equity ratio decreased moderately year on year at the end of Q3 2016 due to an increase in equity. The Group did not raise additional borrowed capital in the first nine months of 2016.

LIQUIDITY RATIOS

The current liquidity ratio was 2.5 as at the end of Q3 2016; its decrease was due to the reclassification of liabilities in respect of issued series A and B bonds to current liabilities. However, the ratio remains safe.

The coverage ratio of interest costs under the bond issue increased year on year at the end of Q3 2016 due to the Group's higher EBITDA. The Group generated cash flows from operating activities which were several times higher than necessary to cover current liabilities under the bond issue.

PROFITABILITY RATIOS

The profitability ratios increased year on year at the end of Q3 2016 due to an increase in profits despite a decrease in sales revenue. The higher level of return on assets (ROA) year on year at the end of Q3 2016 was due to a higher net profit of the Group in the last 12 months.

Table 26: Key financial indicators of GPW Group

As at / For the nine-month period
ended
30 September 2016 30 September 2015
Debt and financing ratios
Net debt / EBITDA 1), 2) (1.3) (0.8)
Debt to equity 3) 34.1% 35.5%
Liquidity ratios
Current liquidity 4) 2.5 9.6
Coverage of interest on bonds 5) 24.0 23.4
Return ratios
EBITDA margin 6) 59.3% 55.1%
Operating profit margin 7) 50.7% 46.9%
Net profit margin 8) 43.9% 39.1%
Cost / income 9) 49.1% 52.6%
ROE 10) 18.2% 17.5%
ROA 11) 12.6% 12.1%

1) Net debt = interest-bearing liabilities less liquid assets of GPW Group (as at balance-sheet date)

2) EBITDA = GPW Group operating profit + depreciation and amortisation (for a period of 9 months; net of the share of profit of associates)

3) Debt to equity = interest-bearing liabilities / equity (as at balance-sheet date)

4) Current liquidity = current assets / current liabilities (as at balance-sheet date)

5) Coverage of interest on bonds = EBITDA / interest on bonds (interest paid and accrued for a period of 9 months)

6) EBITDA margin = EBITDA / GPW Group revenue (for a period of 9 months)

7) Operating profit margin = GPW Group operating profit / GPW Group revenue (for a period of 9 months)

8) Net profit margin = GPW Group net profit / GPW Group revenue (for a period of 9 months)

9) Cost / income = GPW Group operating expenses / GPW Group revenue (for a period of 9 months)

10) ROE = GPW Group net profit (for a period of 12 months) / Average equity at the beginning and at the end of the last 12 month period

11) ROA = GPW Group net profit (for a period of 12 months) / Average total assets at the beginning and at the end of the last 12 month period

VIII. SEASONALITY AND CYCLICALITY OF OPERATIONS

Share prices and the value of trading are significantly influenced by local, regional and global trends impacting the capital markets, which determines the number and size of new issues of financial instruments and the activity of investors on GPW. As a result, the revenue of the Group is cyclical.

Trading in certificates of origin on TGE is subject to some seasonality. The volume of trade in property rights on the property rights market operated by TGE and the activity of participants of the register of certificates of origin are largely determined by the obligation imposed on energy companies which sell electricity to final consumers and have to cancel a certain quantity of certificates of origin in relation to the volume of electricity sold in the year. The percentage of certificates of origin which must be cancelled is fixed for every year in regulations of the Minister of the Economy.

According to the Energy Law applicable until April 2015, the obligation had to be performed until 31 March of the year following the year of the obligation. The Act of 20 February 2015 on renewable energy sources changed the deadlines, whereby green certificates of origin of renewable energy sources (or payment of a replacement fee) for the period from 1 January 2015 to 3 April 2015 was only possible until 31 March 2016. However, the obligation for the period from 4 April 2015 to 31 December 2015 could be performed until 30 June 2016. In subsequent years, the entire obligation will be performed until 30 June. For cogeneration (red, yellow, and purple certificates), as of 2015, the obligation can also be performed by 30 June of the year for the previous year (previously: until 31 March). As a result, trading in the first half of the year is relatively higher than in the second half of the year.

The issuance of certificates of origin also intensifies in Q1 and in Q4 of each year. Certificates of origin are subject to mandatory cancellation within time limits set in the energy market regulations.

Trading in energy on the Commodity Derivatives Market operated by TGE is not distributed evenly over the year. It is seasonal in that trading is relatively low in the first half of the year compared to the second half of the year. This is because the supply side is awaiting information about the costs of electricity generation (including the cost of fuel) in the first half of the year. The demand side, in turn, needs time to determine its demand for the next year based on the demand of its clients.

IX. Other information

CONTINGENT LIABILITIES AND INVESTMENT COMMITMENTS

The GPW Group had no contingent liabilities or contingent assets as at 30 September 2016.

PENDING LITIGATION

According to the Company's best knowledge, there is no litigation pending against the parent entity or other companies of the Group before a court, an arbitration body or a public administration body concerning liabilities or debt with a value of at least 10% of the Company's equity.

RELATED PARTY TRANSACTIONS

In the first nine months of 2016, GPW and the associates of GPW did not make any other significant transactions on terms other than at arm's length.

On 25 May 2016, the Ordinary General Meeting of BondSpot S.A. resolved to allocate PLN 2 million from the 2015 net profit for the payment of dividend to the shareholders. The dividend due to GPW according to the number of shares held at the date of the resolution was PLN 1,940.0 thousand. The dividend payment date was 19 July 2016.

On 22 June 2016, the Ordinary General Meeting of Centrum Giełdowe S.A. resolved to allocate PLN 606 thousand from the 2015 net profit for the payment of dividend to the shareholders. The dividend due to GPW was PLN 150 thousand. The dividend payment date was 30 June 2016.

On 10 June 2016, GPW and the other shareholders of Aquis Exchange signed an agreement concerning shares of Aquis Exchange Limited. Under the annex to the shareholders' agreement, GPW agreed to conditionally sell the entire package of Aquis shares held at GBP 37 per share. The call option may be exercised by Aquis shareholders upon a negative decision of GPW concerning an initial public offering (IPO) or a negative decision of GPW concerning potential restructuring of Aquis Exchange necessary to complete an IPO. The call option is valid until the end of November 2017 and then expires.

In H1 2016, Aquis Exchange Limited issued shares at GBP 18.50 per share, which is more than the price paid by GPW (GBP 13.02 per share). Following the share issue without the participation of GPW, GPW's share in Aquis measured by the number of shares decreased from 31.01% as at 31 December 2015 to 26.89% as at 30 June 2016. GPW's share in economic and voting rights decreased from 26.33% to 23.30%. In Q3 2016, Aquis completed three further share issues, each case at GBP 18.50 per share; as a result, GPW's share measured by the number of shares decreased to 23.60% while GPW's share in economic and voting rights decreased to 20.79%.

In May 2016, TGE granted a short-term loan of PLN 300 thousand to the subsidiary InfoEngine S.A. The purpose of the loan was to finance current activities of the company. The interest rate on the loan was 2.00% p.a. The loan was granted for a period ending on 31 March 2017.

DIVIDEND

On 22 June 2016, the Ordinary General Meeting of GPW resolved to pay out a dividend of PLN 99,054 thousand, including PLN 96,536 thousand to be paid from the profit of 2015 and the remainder, i.e. PLN 2,518 thousand, to be paid from reserves. The dividend per share was PLN 2.36. The dividend record date was 20 July 2016 and the dividend payment date was 4 August 2016.

The dividend due to the State Treasury was PLN 34,665 thousand.

GUARANTIES AND SURETIES GRANTED

The Group granted no guarantees and sureties in the first nine months of 2016.

FEASIBILITY OF PREVIOUSLY PUBLISHED FORECASTS

The Group did not publish any forecasts of 2016 results.

EVENTS AFTER THE BALANCE-SHEET DATE WHICH COULD SIGNIFICANTLY IMPACT THE FUTURE FINANCIAL RESULTS OF THE ISSUER

On 13 October 2016, the GPW Management Board adopted Resolution No. 1058/2016 concerning an issue of 1,200,000 (in words: one million two hundred thousand) bearer bonds with a nominal value of PLN 100 (in words: one hundred zlotys) per bond and a total nominal value of PLN 120,000,000 (in words: one hundred twenty million zlotys) ("Bonds").

The Bonds will be issued in two series:

• series D with a total nominal value of up to PLN 60,000,000 (in words: sixty million zlotys) ("Series D Bonds"), and

• series E with a total nominal value of up to PLN 60,000,000 (in words: sixty million zlotys) ("Series E Bonds").

The Bonds will bear interest at a variable rate equal to the reference rate WIBOR 6M plus a margin. The margin on the Bonds will be set in a separate Resolution of the GPW Management Board. The interest on the Bonds will be paid semi-annually. The Bonds are due for redemption on 31 January 2022.

In October 2016 Aquis Exchange Limited issued shares and increased its capital by another GBP 0.8 million without the participation of GPW.

There were no other events after the balance-sheet date which could significantly impact the future financial results of the issuer.

FACTORS WHICH WILL IMPACT THE RESULTS AT LEAST IN THE NEXT QUARTER

  • as a result of the modified presentation of fees due to PFSA, the GPW Group's operating expenses in the first nine months of 2016 include the entire annual fee due to PFSA. The relevant provision of PLN 11.2 million set up in Q1 2016 was released in September 2016. The final calculated supervision fee due to PFSA for 2016 is PLN 9.1 million for 2016, which is less than estimated in Q1 2016. The operating expenses of Q4 2016 will not include a supervision fee due to PFSA.
  • the Markets in Financial Instruments Directive II (MiFID II) drafted by the European Commission, which imposes new requirements on financial institutions. The harmonisation of the trading system and activity of the GPW Group with those regulations will require some additional capital expenditures and operating expenses in 2016 – 2017. The GPW Group is analysing the necessary resources, expenses and business opportunities of the implementation of MiFID II.
  • on 5 October 2015, the multilateral trading facility (MTF) Turquoise in London started to offer trade in Polish shares participating in WIG30. It cannot be ruled out that some investors will trade in shares of Polish companies on Turquoise.
  • start of trade on the financial commodity market, which increases operating expenses and capital expenditure and should gradually increase revenue.
  • the development of the financial instruments market on TGE: this will require IRGIT to obtain the status of central counterparty (CCP). IRGIT has to comply with capital requirements under the Commission Regulation on OTC derivatives, central counterparties and trade repositories (EMIR). In the opinion of the company, the capital requirements under EMIR are met; hence, the Company does not expect any material capital increase.
  • the Act of 20 February 2015 on renewable energy sources introduces as of 2016 a new system of support for the production of energy from renewable energy sources (RES) based on auctions. Under the Act, entities previously benefiting from support in the form of certificates of origin may switch to the auction system, which would have an adverse impact on volumes on the Property Rights Market and in the Register of Certificates of Origin. In addition, the Act narrows down the group of entities eligible for support in the form of green certificates (excluding large hydropower installations above 5 MW) and imposes restrictions on the issuance of certificates of origin for multi-fuel combustion plants, which may largely limit the number of property rights to green certificates of origin issued by the Register. Furthermore, the Energy Law requires energy companies which produce electricity and are entitled to compensation (to cover stranded costs) for early termination of long-term power and electricity sale contracts to "publicly" sell generated electricity. The number of entities subject to the formal obligation diminishes over time.
  • investment projects implemented in subsequent quarters.

OTHER MATERIAL INFORMATION

On 12 January 2016, the General Meeting of the Warsaw Stock Exchange resolved to appoint Ms Małgorzata Zaleska as President of the Exchange Management Board.

The Polish Financial Supervision Authority ("PFSA") at its meeting on 9 February 2016 approved the change on the Exchange Management Board appointing Małgorzata Zaleska as President of the Exchange Management Board. The change on the Exchange Management Board is effective as of the date of delivery of the PFSA decision to the Company, i.e., 10 February 2016.

On 16 March 2016, Mr Karol Półtorak, Vice-President of the Management Board of GPW, resigned from his function.

At its meeting on 16 March 2016, the GPW Supervisory Board decided to appoint Mr Paweł Dziekoński as Vice-President of the Management Board of GPW.

The Polish Financial Supervision Authority at its meeting on 19 April 2016 approved the change on the Exchange Management Board appointing Mr Paweł Dziekoński as Vice-President of the Management Board of GPW. The change on the Exchange Management Board is effective as of the date of delivery of the PFSA decision to the Company, i.e., 20 April 2016.

On 23 May 2016, Mr Grzegorz Zawada, Vice-President of the Management Board of GPW, resigned from his function effective as of 23 May 2016. At its meeting on 23 May 2016, the GPW Supervisory Board decided to appoint Mr Michał Cieciórski as Member of the Management Board of GPW.

The Polish Financial Supervision Authority at its meeting on 27 September 2016 approved the change on the Exchange Management Board appointing Mr Michał Cieciórski as Member of the Management Board of GPW.

In the opinion of the Company, in the first nine months of 2016, there were no significant events or circumstances, other than those presented in this Report, which would be material to an evaluation of the Company's or the Group's position with regard to its human resources, assets, financial position, financial results and capacity to meet obligations.

X. Quarterly financial information of the Warsaw Stock Exchange for Q3 2016

This quarterly financial information of the Warsaw Stock Exchange has been prepared in accordance with the accounting policy principles binding for the Condensed Consolidated Interim Financial Statements for the nine-month period ended 30 September 2016. The estimates did not change substantially in the nine-month period ended 30 September 2016, including adjustments of provisions, deferred tax provisions and deferred tax assets mentioned in the IFRS, and there were no significant asset revaluation write-offs. In the period under review, the Company and its subsidiaries did not make one or more significant transactions with related parties on terms other than at arm's length, and neither did they grant credit or loan sureties other than the surety and the loan described in section IX.

Table 27: Separate statement of comprehensive income (PLN'000)

Nine-month
period ended
30.09.2016
Nine-month
period ended
30.09.2015
Three-month
period ended
30.09.2016
Three-month
period ended
30.09.2015
Revenue 127,825 144,464 44,608 49,618
Operating expenses (73,458) (90,606) (18,580) (30,972)
Other income 252 436 63 61
Other expenses (914) (1,430) (343) 3
Operating profit 53,705 52,864 25,748 18,710
Financial income 65,069 46,987 60,092 1,220
Financial expenses (6,034) (6,591) (2,023) (1,959)
Profit before income tax 112,739 93,261 83,817 17,972
Income tax expense (9,881) (9,670) (4,655) (3,527)
Profit for the period 102,858 83,591 79,161 14,444
Other comprehensive income: - - - -
Net change of fair value of available-for-sale financial assets - (184) - (88)
Effective portion of change of fair value of cash flow hedges 163 29 - 47
Income to be reclassified as gains or losses 163 (155) - (41)
Actuarial gains / (losses) on provisions for employee benefits
after the term of service
- 14 - -
Income not to be reclassified as gains or losses - 14 - -
Other comprehensive income after tax 163 (141) - (41)
Total comprehensive income 103,022 69,005 79,161 14,403
Basic / Diluted earnings per share (PLN) 2.45 1.99 1.89 0.34

Table 28: Separate statement of financial position (PLN'000)

ASSETS 30.09.2016 31.12.2015 30.09.2015
Non-current assets 463,407 472,253 472,153
Property, plant and equipment 91,303 94,773 94,316
Intangible assets 76,079 81,601 82,931
Investment in associates 36,959 36,959 36,959
Investment in subsidiaries 254,984 254,985 253,889
Available-for-sale financial assets 287 282 287
Non-current prepayments 3,795 3,653 3,772
Current assets 283,452 261,770 252,543
Inventory 62 119 119
Trade and other receivables 24,296 26,091 25,167
Available-for-sale financial assets - - 10,616
Cash and cash equivalents 259,094 235,560 216,641
TOTAL ASSETS 746,859 734,023 724,696
EQUITY AND LIABILITIES 30.09.2016 31.12.2015 30.09.2015
Equity 458,849 454,881 441,445
Share capital 63,865 63,865 63,865
Other reserves (141) (304) (425)
Retained earnings 395,124 391,320 378,005
Non-current liabilities 136,199 258,242 257,680
Liabilities under bond issue 123,733 243,800 244,424
Employee benefits payable 1,187 2,382 2,248
Deferred tax liability 9,055 12,060 11,009
Other liabilities 2,224 - -
Current liabilities 151,811 20,900 25,570
Liabilities under bond issue 123,003 682 1,814
Trade payables 1,511 6,599 5,290
Employee benefits payable 4,924 7,023 6,089
Deferred tax liability 11,473 1,976 1,412
Accruals and deferred income 9,151 1,776 8,543
Other liabilities 1,748 2,844 2,421
TOTAL EQUITY AND LIABILITIES 746,859 734,023 724,696

Table 29: Separate cash flow statement (PLN'000)

Nine-month
period ended
30.09.2016
Nine-month
period ended
30.09.2015
Cash flows from operating activities 67,797 69,910
Cash generated from operating activities 71,224 67,699
Income tax (paid)/refunded (3,427) 2,212
Cash flows from investing activities 58,256 43,130
Purchase of property, plant and equipment (4,224) (1,631)
Purchase of intangible assets (2,347) (2,093)
Proceeds from sale of property, plant and equipment and intangible
assets
51 45
Investment in subsidiaries - (1,215)
Loans granted - (100)
Interest received 3,186 3,452
Dividends received 61,590 43,072
Cash flows from financing activities (102,825) (104,635)
Paid dividend (99,054) (100,715)
Paid interest (3,771) (3,920)
Net (decrease) / increase in cash and cash equivalents 23,228 8,405
Impact of change of fx rates on cash balances in foreign currencies 306 200
Cash and cash equivalents - opening balance 235,560 208,035
Cash and cash equivalents - closing balance 259,094 216,641

Table 30: Separate statement of changes in equity (PLN'000)

Attributable to the shareholders of the entity Total equity
Share capital Other reserves Retained earnings
As at 31 December 2014 63,865 (243) 395,147 458,769
Dividends - - (100,733) (100,733)
Transactions with owners recognised directly in equity - - (100,733) (100,733)
Net profit for the nine-month period ended 30 September 2015
Other comprehensive income
-
-
-
(182)
83,591
-
83,591
(182)
Total comprehensive income for the nine-month period
ended 30 September 2015
- (182) 83,591 83,409
As at 30 September 2015 (unaudited) 63,865 (425) 378,004 441,445
As at 31 December 2014 63,865 (243) 395,147 458,769
Dividends - - (100,733) (100,733)
Transactions with owners shown directly in equity - - (100,733) (100,733)
Net profit for the year ended 31 December 2015 - - 96,905 96,905
Other comprehensive income - (61) - (61)
Total comprehensive income for the year
ended 31 December 2015
- (61) 96,905 96,844
As at 31 December 2015 63,865 (304) 391,320 454,881
As at 31 December 2015 63,865 (304) 391,320 454,881
Net profit for the nine-month period ended 30 September 2016
Other comprehensive income
-
-
-
163
102,858
-
102,858
163
Total comprehensive income for the nine-month period
ended 30 September 2016
- 163 102,858 103,021
As at 30 September 2016 (unaudited) 63,865 (141) 395,124 458,849

XI. Appendices

Condensed Consolidated Interim Financial Statements for the ninemonth period ended 30 September 2016 and the auditor's review report

Condensed Consolidated Interim Financial Statements of the Giełda Papierów Wartościowych w Warszawie S.A. Group

for the nine-month period ended on 30 September 2016

October 2016

TABLE OF CONTENTS

I. CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2
II. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
III. CONSOLIDATED STATEMENT OF CASH FLOWS 5
IV. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
V. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 9
1. GENERAL 9
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 10
3. PROPERTY, PLANT AND EQUIPMENT 11
4. INTANGIBLE ASSETS 12
5. INVESTMENT IN ASSOCIATES 12
6. TRADE AND OTHER RECEIVABLES 14
7. PROVISIONS AND IMPAIRMENT LOSSES FOR ASSETS 14
8. CASH AND CASH EQUIVALENTS 15
9. BOND ISSUE LIABILITIES 15
10. ACCRUALS AND DEFERRED INCOME 16
11. OTHER LIABILITIES 16
12.
INCOME TAX 17
13.
RELATED PARTY TRANSACTIONS 18
14. DIVIDEND 20
15. SEASONALITY 21
16. SEGMENT REPORTING 21
17. IRGIT - CLEARING GUARANTEE SYSTEM 27
18. EVENTS AFTER THE BALANCE SHEET DATE 28

I. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 September
2016
(unaudited)
31 December
2015
Non-current assets 584,694 580,645
Property, plant and equipment 3 119,554 125,229
Intangible assets 4 262,401 261,728
Investment in associates 5 196,025 188,570
Deferred tax asset 1,749 -
Available-for-sale financial assets 288 282
Long-term prepayments 4,677 4,836
Current assets 462,093 442,170
Inventories 67 135
Corporate income tax receivable 300 369
Trade and other receivables 6 37,793 81,273
Cash and cash equivalents 8 423,933 360,393
TOTAL ASSETS 1,046,787 1,022,815

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

As at
Note 30 September
2016
(unaudited)
31 December
2015
Equity 722,865 721,267
Equity of the shareholders of the parent entity 722,353 720,721
Share capital 63,865 63,865
Other reserves 1,537 1,455
Retained earnings 656,951 655,401
Non-controlling interests 512 546
Non-current liabilities 137,314 258,799
Liabilities on bonds issue 9 123,733 243,800
Employee benefits payable 2,254 4,046
Finance lease liabilities 48 84
Deferred tax liability 9,055 10,869
Other liabilities 2,224 -
Current liabilities 186,608 42,749
Liabilities on bonds issue 9 123,002 682
Trade payables 2,841 8,597
Employee benefits payable 8,872 9,457
Finance lease liabilities 61 55
Corporate income tax payable 11,911 2,833
Accruals and deferred income 10 11,630 7,263
Provisions for other liabilities and charges 179 621
Other liabilities 11 28,112 13,241
TOTAL EQUITY AND LIABILITIES 1,046,787 1,022,815

II. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three-month period
Nine-month period ended
ended
Note 30 September
2016
(unaudited)
30 September
2015
(unaudited)
30 September
2016
(unaudited)
30 September
2015
(unaudited)
Revenue 73,658 78,733 229,150 244,071
Operating expenses (28,270) (43,344) (112,419) (128,482)
Other income 101 234 445 1,093
Other expenses (360) (311) (970) (2,109)
Operating profit 45,129 35,312 116,206 114,573
Financial income 3,430 1,997 10,639 8,078
Financial expenses (2,065) (1,940) (6,162) (6,618)
Share of profit/ (loss) of associates 5 2,296 311 2,282 187
Profit before income tax 48,789 35,678 122,965 116,220
Income tax expense 12 (8,437) (5,566) (22,335) (20,732)
Profit for the period 40,352 30,113 100,630 95,488
Net change of fair value of available
for-sale financial assets
- (88) - (271)
Effective portion of change of fair
value of cash flow hedges
- 47 163 75
Gains / (losses) on valuation of
available-for-sale financial assets of
associates
(23) (22) (81) (347)
Items that are or may be reclassified
subsequently to profit or loss
(23) (63) 82 (543)
Actuarial gains / (losses) on
provisions for employee benefits
after termination
- - - 14
Items that will not be reclassified
subsequently to profit or loss
- - - 14
Other comprehensive income after tax (23) (63) 82 (529)
Total comprehensive income 40,329 30,049 100,712 94,959
Profit for the period attributable to
shareholders of the parent entity
40,337 30,113 100,604 95,408
Profit for the period attributable to non
controlling interests
15 - 26 80
Total profit for the period 40,352 30,113 100,630 95,488
Comprehensive income attributable to
shareholders of the parent entity
40,314 30,049 100,686 94,879
Comprehensive income attributable to
non-controlling interests
15 - 26 80
Total comprehensive income 40,329 30,049 100,712 94,959
Basic / Diluted earnings per share (PLN) 0.96 0.72 2.40 2.28

III. CONSOLIDATED STATEMENT OF CASH FLOWS

Nine-month period ended
Note 30 September
2016
(unaudited)
30 September
2015
(unaudited)
Cash flows from operating activities: 169,036 61,367
Cash generated from operation before tax 185,821 72,793
Net profit of the period 100,630 95,488
Adjustments: 85,191 (22,695)
Income tax 22,335 20,732
Depreciation of property, plant and equipment 3 10,466 10,973
Amortisation of intangible assets 4 9,242 8,851
Foreign exchange (gains)/losses (306) (200)
(Profit) / Loss on sale of property, plant and equipment
and intangible assets
370 398
(Profit) / Loss on investment activity - (340)
Reveluation of investment in other entities - 409
Financial (income) / expense of available-for-sale financial
assets
- (448)
Gains on dilution of shares in an associate (5,404) (2,754)
Income from interest on deposits (4,707) (4,824)
Interest, cost and premium on issued bonds 6,025 6,080
Net change of provisions for other liabilities and charges (442) (110)
Change of long-term prepayments 159 (1,383)
Share of (profit)/loss of associates (2,282) (187)
Other 212 (105)
Change in current assets and liabilities: 49,522 (59,786)
(Increase) / Decrease of inventories 68 (25)
(Increase) / Decrease of trade and other
receivables
43,480 (30,412)
Increase / (Decrease) of trade payables (5,761) (5,442)
Increase / (Decrease) of employee benefits
payable
(2,377) (1,870)
Increase / (Decrease) of accruals and deferred
income
4,367 5,079
Increase / (Decrease) of other liabilities
(excluding dividend payable and investment
liabilities)
9,745 (27,116)
Income tax (paid) (16,785) (11,426)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

Nine-month period ended
Note 30 September
2016
(unaudited)
30 September
2015
(unaudited)
Cash flows from investing activities: (2,868) (4,484)
Purchase of property, plant and equipment (5,922) (6,404)
Purchase of intangible assets (2,278) (4,220)
Proceeds from sale of property, plant and equipment and
intangible assets
475 963
Interest received 4,707 4,824
Dividend received 150 352
Cash flows from financing activities: (102,934) (104,840)
Dividend paid (99,114) (100,715)
Interest paid (3,770) (3,920)
Payment of finance lease liabilities (50) (205)
Net (decrease) / increase in cash and cash equivalents 63,234 (47,958)
Impact of fx rates on cash balance in currencies 306 200
Cash and cash equivalents - opening balance 360,393 389,042
Cash and cash equivalents - closing balance 423,933 341,284

IV. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to the shareholders of the parent
entity
Non
Share
capital
Other
reserves
Retained
earnings
Total controlling
interests
Total
equity
As at 31 December 2015 63,865 1,455 655,401 720,721 546 721,267
Dividends - - (99,054) (99,054) (60) (99,114)
Transactions with owners
recognised directly in equity
- - (99,054) (99,054) (60) (99,114)
Profit for the nine-month
period ended
30 September 2016
- - 100,604 100,604 26 100,630
Other comprehensive income - 82 - 82 - 82
Total comprehensive income for
the nine-month period ended 30
September 2016
- 82 100,604 100,687 26 100,713
As at 30 September 2016
(unaudited)
63,865 1,537 656,951 722,353 512 722,865
Attributable to the shareholders of the parent
entity
Non
Share
capital
Other
reserves
Retained
earnings
Total controlling
interests
Total
equity
As at 31 December 2014 63,865 1,930 633,555 699,350 1,116 700,466
Acquisition of non-controlling
interests
- - (1,074) (1,074) (637) (1,711)
Dividends - - (100,733) (100,733) - (100,733)
Transactions with owners
recognised directly in equity
- - (101,807) (101,807) (637) (102,444)
Profit for the year ended
31 December 2015
- - 123,652 123,652 67 123,719
Other comprehensive income - (475) - (475) - (475)
Total comprehensive income for
the year ended 31 December
2015
- (475) 123,652 123,177 67 123,244
As at 31 December 2015 63,865 1,455 655,401 720,721 546 721,267

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Attributable to the shareholders of the parent
entity
Non Total
Share
capital
Other
reserves
Retained
earnings
Total controlling
interests
equity
As at 31 December 2014 63,865 1,930 633,555 699,350 1,116 700,466
Acquisition of non-controlling
interests
- - (360) (360) (255) (615)
Dividends - - (100,733) (100,733) - (100,733)
Transactions with owners
recognised directly in equity
- - (101,093) (101,093) (255) (101,348)
Profit for the nine
month period ended
30 September 2015
- - 95,408 95,408 80 95,488
Other comprehensive income - (529) - (529) - (529)
Total comprehensive income for
the nine-month period ended 30
September 2015
- (529) 95,408 94,879 80 94,959
Other changes in equity - - 16 16 - 16
As at 30 September 2015
(unaudited)
63,865 1,401 627,886 693,152 941 694,093

V. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

1. General

1.1. Legal status and scope of operations of the entity

The parent entity of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("the Group") is Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna ("Warsaw Stock Exchange", "the Exchange", "GPW", "the Company" or "parent entity") with its registered office in Warsaw, ul. Książęca 4. The Company was established by Notarial Deed on 12 April 1991 and registered in the Commercial Court in Warsaw on 25 April 1991, entry no. KRS 0000082312, Tax Identification Number 526-025-09-72, Regon 012021984. GPW has been listed on GPW's Main Market since 9 November 2010.

The core activities of the Group include organising exchange trading in financial instruments and activities related to such trading. At the same time, the Group pursues activities in education, promotion and information concerning the capital market and organises an alternative trading system. The Group is active on the following markets:

  • GPW Main Market (trade in equities, other equity-related financial instruments and other cash markets instruments as well as derivatives);
  • NewConnect (trade in equities and other equity-related financial instruments of small and mediumsized enterprises);
  • Catalyst (trade in corporate, municipal, co-operative, Treasury and mortgage bonds operated by GPW and BondSpot);
  • Treasury BondSpot Poland (wholesale trade in Treasury bonds operated by BondSpot).

The Group also organises and operates trade on the markets operated by Towarowa Giełda Energii S.A. ("the Polish Power Exchange", "PolPX") and InfoEngine S.A.:

  • Energy Markets (trade in electricity on the Intra-Day Market, Day-Ahead Market, Commodity Forward Instruments Market, Electricity Auctions),
  • Gas Market (trade in natural gas with physical delivery on the Intra-Day and Day-Ahead Market and the Commodity Forward Instruments Market),
  • Property Rights Market (trade in property rights in certificates of origin of electricity),
  • CO2 Emission Allowances Market (trade in CO2 emission allowances),
  • OTC (Over-the-Counter) commodity trade platform (complements the offer with OTC commodity trade in electricity, energy biomass and property rights in certificates of origin).

On 23 February 2015, PolPX received a decision of the Minister of Finance authorising PolPX to operate an exchange and start trade on the Financial Instruments Market. The Financial Instruments Market has been operating since 4 November 2015.

The GPW Group also operates:

  • Clearing House and Settlement System (performing the functions of an exchange settlement system for transactions in exchange-traded commodities),
  • Trade Operator and Balancing Entity services both types of services are offered by InfoEngine S.A., balancing involves the submission of power sale contracts for execution and clearing of nonbalancing with the grid operator (differences between actual power production or consumption and power sale contracts accepted for execution).

GPW is also present in Ukraine through the Warsaw Stock Exchange Representation Office and in London through an appointed permanent representative of GPW whose mission is to support acquisition on the London market, in particular the acquisition of new investors and Exchange Members.

1.2. Approval of the financial statements

The Condensed Consolidated Interim Financial Statements were authorised for issuance by the Management Board of the parent entity on 25 October 2016.

1.3. Composition and activity of the Group

The Warsaw Stock Exchange and its following subsidiaries:

  • Towarowa Giełda Energii S.A. Group ("Polish Power Exchange Group");
  • BondSpot S.A. ("BondSpot"),
  • GPW Centrum Usług S.A. ("GPW CU"), formerly WSE Services S.A.,
  • Instytut Analiz i Ratingu S.A. ("IAiR")

comprise the Warsaw Stock Exchange Group.

The following are the associates over which the Group exerts significant influence:

  • KDPW S.A. Group ("KDPW"),
  • Centrum Giełdowe S.A. ("CG"),
  • Aquis Exchange Limited ("Aquis").

2. Basis of preparation of the financial statements

These Condensed Consolidated Interim Financial Statements of the Giełda Papierów Wartościowych w Warszawie S.A. Group have been prepared according to the International Accounting Standard 34 "Interim Financial Reporting" approved by the European Union.

In the opinion of the Management Board of the parent entity, in the notes to the Condensed Consolidated Interim Financial Statements of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("Group"), GPW included all material information necessary for the proper assessment of the assets and the financial position of the Group as at 30 September 2016 and its financial results in the period from 1 January 2016 to 30 September 2016.

These Condensed Consolidated Interim Financial Statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future. As at the date of preparation of these Condensed Consolidated Interim Financial Statements, in the opinion of the Management Board of the parent entity, there are no circumstances indicating any threats to the Group's ability to continue operations.

The Group has prepared the Condensed Consolidated Interim Financial Statements in accordance with the same accounting policies as those described in the audited Financial Statements for the year ended 31 December 2015 other than for changes resulting from the application of new standards as described below.

The Condensed Consolidated Interim Financial Statements for the nine-month period ended 30 September 2016 should be read in conjunction with the audited Consolidated Financial Statements for the year ended 31 December 2015.

The following amendments of existing standards adopted by the European Union are effective for the financial statements of the Group for the financial year started on 1 January 2016:

  • 1) Amendments to IFRS 11 Joint Arrangements Accounting for Acquisitions of Interests in Joint Operations;
  • 2) Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets Clarification of Acceptable Methods of Depreciation and Amortisation;
  • 3) Improvements to IFRS (2012-2014);
  • 4) Amendments to IAS 1 Presentation of Financial Statements Disclosure initiative;
  • 5) Amendments to IAS 27 Separate Financial Statements Equity Method in Separate Financial Statements.

According to the Group's assessment, these amendments to the standards have no material impact on the Condensed Consolidated Interim Financial Statements.

The critical accounting estimates and judgements used by the Management Board of the parent entity in the application of the Group's accounting policy and the key sources of uncertainty were the same as those used in the audited Consolidated Financial Statements as at 31 December 2015, other than the judgements concerning fees covering the cost of capital market supervision described in Note 13.1.

3. Property, plant and equipment

Table 1: Change of the net carrying value of property, plant and equipment by category
Period of
9 months ended
30 September
2016
(unaudited)
12 months ended
31 December 2015
Net carrying value - opening balance 125,229 119,762
Additions 5,922 23,813
Reclassification (333) (2,655)
Other adjustments - 78
Disposals (798) (773)
Depreciation charge (10,466) (14,996)
Net carrying value - closing balance 119,554 125,229

Contracted investment commitments for property, plant and equipment were PLN 811 thousand as at 30 September 2016, including mainly restructuring of GPW offices.

Contracted investment commitments for property, plant and equipment were PLN 1,094 thousand as at 31 December 2015, including mainly restructuring of GPW offices.

4. Intangible assets

Table 2: Change of the net carrying value of intangible assets by category

Period of
9 months ended
12 months ended
30 September
31 December
2016
(unaudited)
Net carrying value - opening balance 261,728 261,019
Additions 9,626 10,315
Reclassification 329 2,655
Impairment - (93)
Disposals (40) (327)
Amortisation charge (9,242) (11,841)
Net carrying value - closing balance 262,401
261,728

Contracted investment commitments for intangible assets amounted to PLN 499 thousand as at 30 September 2016 and related mainly to:

  • electronic document flow;
  • implementation of the financial and accounting system AX 2012 with the new consolidation and budgeting modules in GPW.

Contracted investment commitments for intangible assets amounted to PLN 13,884 thousand as at 31 December 2015 and related mainly to:

  • UTP-Derivatives systems;
  • electronic document flow;
  • Microsoft product licences in GPW;
  • X-Stream Trading system in PolPX;
  • implementation of the financial and accounting system AX 2012 with the new consolidation and budgeting modules in GPW Centrum Usług S.A.

5. Investment in associates

As at 30 September 2016, the parent entity held interest in the following associates:

  • KDPW S.A. Group;
  • Centrum Giełdowe S.A.;
  • Aquis Exchange Limited.

Table 3: Carrying value of share of profit of associates

As at
30 September 2016
(unaudited)
31 December 2015
KDPW S.A. Group 162,865 157,365
Centrum Giełdowe S.A. 16,385 16,261
Aquis Exchange Limited 16,775 14,944
Total 196,025 188,570

Table 4: Change of the value of investment in associates

As at/Period of
9 months ended
30 September 2016
(unaudited)
12 months ended
31 December 2015
Opening balance 188,570 188,104
Gains on dilution of shares of
Aquis Exchange Limited
5,404 2,754
Dividends (150) (352)
Share of profit/ (loss) after tax 2,282 (1,530)
Share in other comprehensive income (81) (405)
Closing balance 196,025 188,570

On 10 June 2016, GPW and the other shareholders of Aquis signed an agreement concerning shares of Aquis Exchange Limited. Under the annex to the shareholders' agreement, GPW agreed to conditionally sell the entire package of Aquis shares held at GBP 37 per share. The call option may be exercised by Aquis shareholders upon a negative decision of GPW concerning an initial public offering (IPO) or a negative decision of GPW concerning potential restructuring of Aquis Exchange necessary to complete an IPO. The call option is valid until the end of November 2017 and then expires.

In Q1-Q3 2016, Aquis Exchange Limited issued shares in four tranches: in May, July, August, and September. The purchase price of new issue shares was GBP 18.50 per share, which is more than the price paid by GPW for Aquis shares (GBP 13.02 per share). As the price of the new issue shares was significantly higher than the price at which GPW acquired shares, the value of GPW's investment in Aquis increased and GPW realised gain on dilution amounting to PLN 5,404 thousand, even though GPW's stake in Aquis decreased. Following the share issues without the participation of GPW, GPW's share in Aquis measured by the number of shares decreased from 31.01% as at 31 December 2015 to 23.60% as at 30 September 2016. GPW's share in economic and voting rights decreased from 26.33% to 20.79%.

The table below presents a detailed calculation of GPW's gains on the dilution of the stake in Aquis.

Table 5: Dilution of shares of Aquis in 2016

May
2016
July
2016
August
2016
September
2016
Total
GPW's share in economic and voting
rights of Aquis:
before the share issue 26.33% 23.30% 21.37% 21.11% N/A
after the share issue 23.30% 21.37% 21.11% 20.79% N/A
Cash contributed by new shareholders of
Aquis
19,482 14,275 2,091 2,629 38,477
GPW's gains on dilution of Aquis shares 3,064 1,808 238 294 5,404

The gains on the dilution of shares of Aquis are recognised in the financial income of the Group.

6. Trade and other receivables

Table 6: Trade and other receivables

As at
30 September
2016
(unaudited)
31 December
2015
Gross trade receivables 32,967 39,164
Impairment allowances for receivables (1,983) (1,716)
Total trade receivables 30,984 37,448
Short-term prepayments 5,606 4,203
Other receivables and advance payments 1,073 1,655
Receivables in respect of tax settlements 130 37,967
Total other receivables 6,809 43,825
Total trade and other receivables 37,793 81,273

7. Provisions and impairment losses for assets

In the period from 1 January 2016 to 30 September 2016, impairment losses for assets were adjusted as follows:

impairment allowances for receivables: an increase of PLN 268 thousand (provision additions of PLN 517 thousand, releases of PLN 160 thousand, receivables written off PLN 90 thousand).

Furthermore, in the period from 1 January 2016 to 30 September 2016, there were the following changes in estimates relating to provisions:

  • litigation and other provisions were reduced by PLN 470 thousand;
  • provisions against employee benefits (mainly annual bonuses) were reduced by PLN 2,377 thousand (releases of PLN 4,023 thousand, usage of PLN 7,341 thousand, provision additions of PLN 8,991 thousand).

8. Cash and cash equivalents

Table 7: Cash and cash equivalents

As at
30 September
2016
(unaudited)
31 December
2015
Cash 27 4
Current accounts 269,926 123,066
Bank deposits 153,980 237,323
Total cash and cash equivalents 423,933 360,393

9. Bond issue liabilities

Table 8: Bond issue liabilities

As at
30 September
2016
(unaudited)
31 December
2015
Liabilities under bond issue - non-current: 123,733 243,800
Series A and B bonds - 120,257
Series C bonds 123,733 123,543
Liabilities under bond issue - current: 123,002 682
Series A and B bonds 121,323 -
Series C bonds 1,679 682
Total liabilities under bond issue 246,735 244,482

Series A and B bonds

On 5 December 2011, the GPW Management Board adopted a resolution concerning an issue of series A and B bearer bonds. The goal of the issue was to finance GPW's projects including institutional consolidation of the exchange commodity market and expansion of the list of products available to investors on the market, as well as technology projects on the financial markets and the commodity market.

The issue of series A bonds with a nominal value of PLN 170,000 thousand addressed only to qualified investors took place on 23 December 2011.

Series B bonds with a nominal value of PLN 75,000 thousand were offered in a public offering on 10 February 2012. The series B bonds were issued on 15 February 2012.

The series A and B bonds have been introduced to trading on the Catalyst market operated by GPW and Bondspot, which offers trade in corporate, municipal, co-operative, Treasury and mortgage bonds. The nominal value of the bonds was PLN 100 per bond. The GPW bonds are unsecured bonds at a floating

interest rate. The interest rate is fixed within each interest period at WIBOR 6M plus a margin of 117 basis points.

The redemption date of the series A and B bonds is 2 January 2017. Series A and B bonds were partly redeemed before maturity in October 2015 in the nominal amount of PLN 124,516 thousand.

Series C bonds

On 6 October 2015, GPW issued 1,250,000 series C bearer bonds in a total nominal amount of PLN 125,000 thousand. The nominal amount and the issue price was PLN 100 per bond. The proceeds from the issue were used for a partial redemption of series A and B bonds. The series C bonds bear interest at a fixed rate of 3.19 percent per annum. Interest on the bonds is paid semi-annually. The bonds are due for redemption on 6 October 2022 against the payment of the nominal value to the bond holders.

The series C bonds have been introduced to the alternative trading system on Catalyst.

In August 2016, GPW announced a potential issue of new issue bonds. The planned issue relates to the refinancing of the redemption of series A and B bonds issued by GPW due on 2 January 2017. On 13 October 2016, the GPW Management Board resolved to issue 1,200,000 series D and E unsecured bearer bonds with a nominal value of PLN 100 per bond and a total nominal value of PLN 120,000 thousand. The expected date of the issue of series D bonds is 2 January 2017 and the expected date of the issue of series E bonds is 18 January 2017. The details of the issue of series D and E bonds are presented in the Note "Events after the balance sheet date".

10. Accruals and deferred income

As at
30 September
2016
(unaudited)
31 December
2015
Total financial market 7,718 -
Total commodity market 1,665 4,461
Other income 494 286
Deferred income 9,877
4,747
Accruals 1,753 2,516
Total accruals and deferred income 11,630 7,263

Table 9: Accruals and deferred income

Accruals and deferred income of the financial market and the commodity market include annual and quarterly fees payable by market participants.

11. Other liabilities

Other current liabilities as at 30 September 2016 include among other things VAT liabilities and capex liabilities.

12. Income tax

Table 10: Income tax by current and deferred tax

Three-month period ended Nine-month period ended
30 September
2016
(unaudited)
30 September
2015
(unaudited)
30 September
2016
(unaudited)
30 September
2015
(unaudited)
Current income tax 4,914 4,810 25,936 21,021
Deferred tax 3,523 756 (3,601) (289)
Total income tax 8,437 5,566 22,335 20,732

As required by the Polish tax regulations, the tax rate applicable in 2016 and 2015 is 19%.

Table 11: Reconciliation of the theoretical amount of tax arising from profit before tax and the statutory tax rate with the income tax expense presented in the statement of comprehensive income

Three-month period ended Nine-month period ended
30 September
2016
(unaudited)
30 September
2015
(unaudited)
30 September
2016
(unaudited)
30 September
2015
(unaudited)
Profit before income tax 48,789 35,678 122,965 116,220
Income tax rate 19% 19% 19% 19%
Income tax at the statutory tax rate 9,270 6,779 23,363 22,082
Tax effect: (833) (1,213) (1,029) (1,349)
Non-tax-deductible expenses 13 137 222 211
Realized tax loss* - (1,291) - (1,291)
Additional taxable income (14) - (8) -
Gain on dilution of Aquis shares (445) - (1,027) -
Tax losses of subsidiaries not
recognised in deferred tax
69 89 218 378
Share of profit of associates free from
taxation
(436) 12 (434) 35
Other adjustments (20) (160) - (682)
Total income tax 8,437 5,566 22,335 20,732

* Relates to a tax loss realized on the sale of a subsidary for which no deferred tax asset was recognized in the prior periods.

13. Related party transactions

Related parties of the Group include its associates (KDPW S.A. Group, Centrum Giełdowe S.A. and Aquis Exchange Limited) and the State Treasury as the parent entity (holding 35.00% of the share capital and 51.76% of the total number of voting rights as at 30 September 2016), entities controlled and jointly controlled by the State Treasury and entities on which the State Treasury has significant influence. Furthermore, related parties include the key management personnel of the Group.

13.1. Information about transactions with companies which are related parties of the State Treasury

The Group keeps no records which would clearly identify and aggregate transactions with all entities which are related parties of the State Treasury.

Companies with a stake held by the State Treasury

Companies with a stake held by the State Treasury, with which the parent entity enters into transactions, include issuers (from which GPW charges introduction and listing fees) and Exchange Members (from which GPW charges fees for access to trade on the exchange market, fees for access to the GPW IT systems, and fees for trade in financial instruments).

Of the biggest clients of the parent entity, Powszechna Kasa Oszczędności Bank Polski S.A. was the only entity with a stake held by the State Treasury with which GPW entered into individually material transactions, identified on the basis of a list of companies supervised by the Ministry of Treasury as published by the Ministry of Treasury. The total sale to that company was PLN 7,072 thousand in the nine-month period ended on 30 September 2016 and PLN 8,723 thousand in the nine-month period ended on 30 September 2015.

Companies with a stake held by the State Treasury, with which PolPX and IRGIT enter into transactions, include members of the markets operated by PolPX and members of the Clearing House. Fees are charged from such entities for participation and for trade on the markets operated by PolPX, for issuance and cancellation of property rights in certificates of origin, and for clearing.

Of the biggest clients of the PolPX Group, the following companies with a stake held by the State Treasury entered individually into material transactions with the PolPX Group: Polskie Górnictwo Naftowe i Gazownictwo S.A. (Polish Oil and Gas Company, "PGNiG"). The total revenue of PolPX and IRGIT from PGNiG was PLN 8,566 thousand in the nine-month period ended on 30 September 2016 and PLN 7,409 thousand in the nine-month period ended on 30 September 2015. PGNiG is a participant of the markets operated by PolPX and a member of IRGIT.

No other companies with a stake held by the State Treasury which entered into individually or collectively material transactions with the Group were identified among suppliers of the Group.

All trade transactions with entities with a stake held by the State Treasury are concluded in the normal course of business and are carried out on an arm's length basis. According to the Group's estimates, the individual and aggregate impact of other trade transactions with entities with a stake held by the State Treasury was immaterial in the nine-month period ended on 30 September 2016.

In accordance with the Polish law, the Group's companies are subject to tax obligations. Hence, they pay tax to the State Treasury, which is a related party. The rules and regulations applicable to the Group's companies in this regard are the same as those applicable to other entities which are not related parties.

Polish Financial Supervision Authority

The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts has largely extended the list of entities required to finance supervision and increased the amount of contributions of entities. The Regulation of the Minister of Finance which determines among others the calculation method as well as the terms and conditions of the payment of fees by relevant entities took effect as of 1 January 2016. As a result, the cost paid by the GPW Group will be reduced significantly in 2016 and beyond compared to PLN 22.0 million in 2015.

Following these amendments of regulations, the GPW Group has decided in 2016 to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Previously, the GPW Group recognised 1/12 of the annual fee due to PFSA in each month of the year. Starting in 2016, the estimated amount of the entire annual fee due to PFSA is charged to the accounts of the GPW Group of the first quarter of each year.

As a result of the change in the presentation of the fee due to PFSA, the GPW Group's operating expenses in the nine-month period ended on 30 September 2016 include an annual fee of PLN 9,076 thousand (the final payment for 2016 based on the announcement of the PFSA's Chairman from 30 August 2016). The fees in the first nine months of 2015 stood at PLN 17,443 thousand.

Details about the changes of fees due to PFSA are presented in the GPW Group's financial statements for the three-month period ended on 31 March 2016.

13.2. Transactions with associates

As at
30 September 2016
(unaudited)
Three-month period
ended 30 September
2016
(unaudited)
Nine-month period
ended 30 September
2016
(unaudited)
Receivables Liabilities Sales revenue Operating
expenses
Sales revenue Operating
expenses
KDPW S.A. Group - - - 33 - 39
Centrum Giełdowe S.A. - 56 - 264 45 480
Aquis Exchange Limited 6 - 6 - 21 -
Total 6 56 6 298 66 519

Table 13: Transactions of GPW Group companies with associates

As at
31 December 2015
Three-month period
ended 30 Septemner
2015
(unaudited)
Nine-month period
ended 30 September
2015
(unaudited)
Receivables Liabilities Sales revenue Operating
expenses
Sales revenue Operating
expenses
KDPW S.A. Group 1 1 38 23 80 33
Centrum Giełdowe S.A. - 146 2 243 2 854
Aquis Exchange Limited 7 - 9 - 9 -
Total 8 147 49 266 91 887

During the first nine months of 2016 and 2015, there were no write-offs or material impairment allowances created for receivables from associates.

As owner and lessee of office space in the Centrum Giełdowe building, GPW pays rent and service charges, including for joint property, to the building manager, Centrum Giełdowe S.A.

In 2015 and 2016, GPW also concluded transactions with the Książęca 4 Street Housing Cooperative of which it is a member. The expenses amounted to PLN 2,500 thousand in the first nine months of 2016 and PLN 2,656 thousand in the first nine months of 2015.

13.3. Information on remuneration and benefits of the key management personnel

The management personnel of the Group includes the Exchange Management Board and the Exchange Supervisory Board. The data presented in the table below are for all (current and former) members of the Exchange Management Board and the Exchange Supervisory Board who were in office in 2015 and 2016, respectively.

The table does not present social security contributions paid by the employer.

Table 14: Remuneration and benefits to the key management personnel of the Group

Three-month period
ended 30 September
(unaudited)
Nine-month period
ended 30 September
(unaudited)
2016 2015 2016 2015
Base salary 688 865 2,338 2,599
Holiday leave equivalent - - 80 -
Bonus - Bonus Bank* (844) 225 (585) 1,072
Bonus - one-off payment* (633) 168 (460) 804
Bonus - phantom shares* (606) 168 (460) 804
Other benefits 20 46 71 123
Benefits after termination 37 145 217 774
Total remuneration of the Exchange
Management Board
(1,338) 1,618 1,201 6,176
Remuneration of the Exchange
Supervisory Board
141 139 398 406
Total remuneration of the key
management personnel
(1,197) 1,757 1,599 6,582

* Negative bonuses in 2016 result from a release of 2015 provisions for bonuses for the Management Board amounting to PLN 2.4 million (including: PLN 0.7 million for one-off payment, PLN 1.0 million for Bonus Bank and PLN 0.7 million for phantom shares).

In 2015 the release of provisions totalled PLN 0.4 million.

14. Dividend

On 22 June 2016, the Ordinary General Meeting of GPW resolved to distribute the Company's profit of 2015, including an allocation of PLN 99,054 thousand to the payment of a dividend. The dividend per share was PLN 2.36. The dividend record date was 20 July 2016 and the dividend payment date was 4 August 2016. The dividend due to the State Treasury was PLN 34,665 thousand.

15. Seasonality

The activity of the Group shows no significant seasonality except for the revenue from the Commodity Market which shows seasonality during the year (the revenue of the first months of the year is higher than the revenue for the other quarters of the year).

16. Segment reporting

These Condensed Consolidated Interim Financial Statements disclose information on segments based on components of the entity which are monitored by managers to make operating decisions. Operating segments are components of the entity for which discrete financial information is available and whose operating results are reviewed regularly by the entity's key decision makers who are responsible for allocation of the resources to the segments and assessment of the Group's performance.

For management purposes, the Group is divided into segments based on the type of services provided. Three main reporting segments are as follows:

1) Financial Market segment, which covers the activity of the Group including organising trade in financial instruments on the exchange as well as related activities. The Group also engages in capital market education, promotion and information activities and organises an alternative trading system.

The Financial Market includes three subsegments:

  • Trading (mainly revenue from trading fees which depends on turnover on the exchange, fees for access to exchange systems);
  • Listing (revenue from annual securities listing fees and one-off fees, e.g., for introduction of securities to trading on the exchange);
  • Information services (mainly revenue from information services for data vendors, historical data).

The Financial Market segment includes the companies GPW and BondSpot.

2) Commodity Market segment, which covers the activity of the Group including organising trade in commodities as well as related activities. The Group provides clearing and settlement on the commodity market through the company Commodity Clearing House ("IRGiT") and offers exchange trade in commodities (electricity, gas) and property rights and operates the Register of Certificates of Origin of electricity through the company PolPX. The GPW Group also earns revenues from the activity of a trade operator on the electricity market.

The Commodity Market includes the following sub-segments:

  • Trading (mainly revenue on the Energy Market from spot and forward transactions in electricity, revenue from spot and forward transactions in natural gas, revenue on the Property Rights Market from trade in certificates of origin of electricity);
  • Operation of the Register of Certificates of Origin of electricity (mainly revenue from issuance of property rights in certificates of origin of electricity and cancellation of certificates of origin);
  • CO2 Allowances Market (trade in property rights in certificates of origin of electricity);
  • Clearing (revenue from other fees paid by market participants (members)).

The Commodity Market segment includes the PolPX Group.

3) The segment Other includes the companies IAiR and GPW Centrum Usług.

The accounting policies for the business segments are the same as the accounting policies of the GPW Group.

The Management Board monitors separately the operating results of the segments to make decisions about resources to be allocated and assess the results of their allocation and performance. Each segment is assessed up to the level of net profit or loss.

Transaction prices of transactions between the business segments are set at arm's length, as for transactions with non-related parties.

The Group's business segments focus their activities on the territory of Poland.

The tables below present a reconciliation of the data analysed by the Management Board of the parent entity with the data shown in these Condensed Consolidated Interim Financial Statements.

Table 15: Business segments: Revenue

Nine-month period ended 30 September 2016
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales to external clients 134,954 94,196 - - 229,150
Sales between segments and intra
Group transactions
1,060 164 144 (1,368) -
Sales revenues 136,014 94,360 144 (1,368) 229,150

Table 16: Business segments: Statement of comprehensive income

Nine-month period ended 30 September 2016
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales revenues 136,014 94,360 144 (1,368) 229,150
Operation expenses (80,807) (32,369) (613) 1,370 (112,419)
incl. depreciation and amortisation (15,782) (3,831) (97) - (19,710)
Profit/(loss) on sales 55,207 61,991 (469) 2 116,731
Profit / (loss) on other operations (657) 132 39 (39) (525)
Operating profit / (loss) 54,550 62,123 (430) (37) 116,206
Profit / (loss) on financial
operations*, incl.
59,250 1,386 27 (56,186) 4,477
interest income 3,357 1,322 27 - 4,706
dividend income 61,590 - - (61,590) -
interest expenses (5,666) (5) - - (5,671)
Share of profit/ (loss) of associates - - - 2,282 2,282
Profit before income tax 113,800 63,509 (403) (53,940) 122,965
Income tax expense (10,095) (12,240) - - (22,335)
Profit for the period 103,705 51,269 (403) (53,940) 100,630

* The amount of "exclusions and adjustments" includes gain on dilution of an interest in Aquis of PLN 5,404 thousand

Table 17: Business segments: Statement of financial position

As at 30 September 2016
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Total assets* 764,747 206,630 3,823 71,588 1,046,787
Total liabilities 289,115 35,321 15 (529) 323,922
Net assets (assets less liabilities) 475,632 171,309 3,808 72,116 722,865

* The amount of "exclusions and adjustments" includes mainly the adjustment of the value of investments in associates recognised at cost in the financial segment to equity method accounting (PLN 159 million) less impact of consolidation adjustments (PLN 87 million).

Table 18: Business segments: Revenue

Nine-month period ended 30 September 2015
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales to external clients 152,109 91,261 701 - 244,071
Sales between segments and intra
Group transactions
1,189 80 411 (1,680) -
Sales revenues 153,298 91,341 1,112 (1,680) 244,071

Table 19: Business segments: Statement of comprehensive income

Nine-month period ended 30 September 2015
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales revenues 153,298 91,341 1,112 (1,680) 244,071
Operation expenses (97,040) (29,674) (2,042) 274 (128,482)
incl. depreciation and amortisation (16,662) (3,039) (123) - (19,824)
Profit/(loss) on sales 56,259 61,666 (930) (1,406) 115,589
Profit / (loss) on other operations (1,002) (11) (3) - (1,016)
Operating profit / (loss) 55,257 61,655 (933) (1,406) 114,573
Profit / (loss) on financial
operations*, incl.
40,583 1,106 38 (40,267) 1,460
interest income 3,651 1,132 41 - 4,824
dividend income 43,072 - - (43,072) -
interest expenses (5,734) - - - (5,734)
Share of profit/ (loss) of associates - - - 186 186
Profit before income tax 95,840 62,761 (895) (41,487) 116,220
Income tax expense (10,045) (12,029) - 1,342 (20,732)
Profit for the period 85,795 50,732 (895) (40,145) 95,488

* The amount of "exclusions and adjustments" includes gain on dilution of an interest in Aquis of PLN 2,754 thousand

Table 20: Business segments: Statement of financial position

As at 31 December 2015
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Total assets* 753,251 202,002 4,270 63,293 1,022,815
Total liabilities 280,584 22,281 75 (1,392) 301,548
Net assets (assets less liabilities) 472,667 179,720 4,195 64,684 721,267

* The amount of "exclusions and adjustments" includes mainly the adjustment of the value of investments in associates recognised at cost in the financial segment to equity method accounting (PLN 152 million) less impact of consolidation adjustments (PLN 87 million).

Table 21: Business segments: Revenue

Three-month period ended 30 September 2016
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales to external clients 46,970 26,688 -
-
73,658
Sales between segments and intra
Group transactions
396 61 (455)
-
-
Sales revenues 47,366 26,749 (455)
-
73,658

Table 22: Business segments: Statement of comprehensive income

Three-month period ended 30 September 2016
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales revenues 47,366 26,749 - (457) 73,658
Operation expenses (20,796) (7,758) (172) 456 (28,270)
incl. depreciation and amortisation (5,452) (1,347) - - (6,799)
Profit/(loss) on sales 26,570 18,991 (172) (1) 45,387
Profit / (loss) on other operations (277) 23 (5) - (259)
Operating profit / (loss) 26,293 19,014 (177) (1) 45,129
Profit / (loss) on financial operations,
incl.
58,126 392 7 (57,160) 1,365
interest income 962 403 7 - 1,372
dividend income 59,500 - - (61,590) (2,090)
interest expenses (1,900) (3) - - (1,903)
Share of profit/ (loss) of associates - - - 2,296 2,296
Profit before income tax 84,419 19,406 (170) (54,865) 48,789
Income tax expense (4,768) (3,669) - - (8,437)
Profit for the period 79,652 15,737 (170) (54,865) 40,352

Table 23: Business segments: Revenue

Three-month period ended 30 September 2015
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales to external clients 51,863 26,694 175 - 78,733
Sales between segments and intra
Group transactions
425 29 141 (595) -
Sales revenues 52,288 26,724 316 (595) 78,733

Table 24: Business segments: Statement of comprehensive income

Three-month period ended 30 September 2015
(unaudited)
Financial
Market
Commodity
Market
Other Exclusions
and
adjustments
Total GPW
Group
Sales revenues 52,288 26,724 316 (595) 78,733
Operation expenses (33,011) (9,853) (628) 148 (43,344)
incl. depreciation and amortisation (5,499) (1,441) (70) - (7,010)
Profit/(loss) on sales 19,278 16,869 (312) (447) 35,388
Profit / (loss) on other operations 49 (125) - - (76)
Operating profit / (loss) 19,327 16,744 (312) (447) 35,312
Profit / (loss) on financial operations,
incl.
(681) 676 10 51 56
interest income 1,121 692 11 - 1,825
dividend income 43,072 - - (43,072) -
interest expenses (1,814) - - - (1,814)
Share of profit/ (loss) of associates - - - 310 310
Profit before income tax 18,646 17,420 (302) (86) 35,678
Income tax expense (3,612) (3,321) - 1,365 (5,566)
Profit for the period 15,034 14,099 (302) 1,280 30,113

17. IRGIT - Clearing Guarantee System

The clearing guarantee system operated by IRGIT includes:

  • Transaction deposits which cover cash settlement;
  • Margins which cover positions in forward instruments;
  • Guarantee funds which guarantee the clearing of transactions concluded on forward markets in the event of a shortage of transaction deposits and margins posted by a member;
  • Margin monitoring system which compares the amount of liabilities of a IRGIT clearing member under exchange transactions and margins with the amount of posted transaction deposits and margins.

Table 25: Cash posted as transaction deposits and margins and contributions to the guarantee funds

As at
30 September 2016
(unaudited)
As at
31 December 2015
Cash in
IRGiT
accounts
Cash in
clients
accounts
Total Cash in
IRGiT
accounts
Cash in
clients
accounts
Total
Transaction deposits 427,614 250,105 677,719 573,617 408,672 982,289
Margins 116,325 88,917 205,241 109,943 382,013 491,956
Guarantee funds 144,686 40,452 185,137 192,446 44,005 236,451
Total 688,625 379,474 1,068,099 876,007 834,690 1,710,697

Non-cash collateral credited to margins stood at PLN 358,713 thousand as at 30 September 2016 and PLN 325,988 thousand as at 31 December 2015.

Cash of guarantee funds and transaction deposits and margins is not recognized as assets in the Group's statement of financial position as substantially all risks and rewards relating to the cash posted with the clearing guarantee system remain with the IRGIT Members.

Benefits from the management of the resources of the guarantee system are added to contributions of members to individual elements of the clearing guarantee system. Such benefits are debited with management fees in amounts set by the IRGIT Management Board.

18. Events after the balance sheet date

On 13 October 2016, the GPW Management Board resolved to issue 1,200,000 unsecured bearer bonds with a nominal value of PLN 100 per bond and a total nominal value of PLN 120 million. The bonds will be issued in two series: series D with a total nominal value of up to PLN 60 million and series E with a total nominal value of up to PLN 60 million. The bonds will bear interest at a variable rate equal to the reference rate WIBOR 6M plus a margin. The margin on the bonds will be set in a separate Resolution of the GPW Management Board. The interest on the bonds will be paid semi-annually. The bonds are due for redemption on 31 January 2022.

In October 2016 Aquis Exchange Limited issued shares and increased its capital by another GBP 0.8 million without the participation of GPW.

The Condensed Consolidated Interim Financial Statements are presented by the Management Board of the Warsaw Stock Exchange:

Małgorzata Zaleska – President of the Management Board ………………………………………

Paweł Dziekoński – Vice-President of the Management Board ………………………………………

Michał Cieciórski – Member of the Management Board ………………………………………

Dariusz Kułakowski – Member of the Management Board ………………………………………

Signature of the person responsible for keeping the accounting records:

Sylwia Sawicka – Chief Accountant ………………………………………

Warsaw, 25 October 2016

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