GPW - Giełda Papierów Wartościowych w Warszawie S.A.

Audit Report / Information • Feb 25, 2016

Giełda Papierów Wartościowych w Warszawie S.A.

Opinion and Report of the Independent Auditor Financial Year ended 31 December 2015

The opinion contains 2 pages The supplementary report contains 9 pages Opinion of the independent auditor and supplementary report on the audit of the separate financial statements for the financial year ended 31 December 2015

KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. ul. Inflancka 4A 00-189 Warszawa Poland

Telefon +48.22.528.11.00 +48 22 528 10 09 Fax E-mail kpmg@kpmg.pl Internet www.kpmg.pl

This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation.

OPINION OF THE INDEPENDENT AUDITOR

To the General Meeting of Giełda Papierów Wartościowych w Warszawie S.A.

Opinion on the Separate Financial Statements

We have audited the accompanying separate financial statements of Gielda Papierów Wartościowych w Warszawie S.A., with its registered office in Warsaw, ul. Książęca 4 ("the Company"), which comprise the separate statement of financial position as at 31 December 2015, the separate statement of comprehensive income, the separate statement of changes in equity and the separate statement of cash flows for the year then ended and notes comprising a summary of significant accounting policies and other explanatory information.

Management's and Supervisory Board's Responsibility for the Financial Statements

Management of the Company is responsible for the accuracy of the accounting records and the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union and with other applicable regulations and preparation of the report on the Company's activities. Management of the Company is also responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

According to the Accounting Act dated 29 September 1994 (Official Journal from 2013, item 330 with amendments) ("the Accounting Act"), Management of the Company and members of the Supervisory Board are required to ensure that the financial statements and the report on the Company's activities are in compliance with the requirements set forth in the Accounting Act.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements and whether the financial statements are derived from properly maintained accounting records based on our audit. We conducted our audit in accordance with section 7 of the Accounting Act and International Standards on Auditing as adopted by the National Council of Certified Auditors as the National Standards on Assurance. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements and the accounting records from which they are derived are free of material misstatements.

KPMG Audyt Spółka z ograniczoną odpowiedzialnością k. jest polską spółką komandytową i członkiem
ci KPMG składającej się z niezależnych spółek członkowskich stowarzyszonych z KPMG International Cooperative ("KPMG Intemational"), podmiotem prawa szwajcarskiego.

Spółka zarejestrowana w Sadzie Rejonowyn dla m.st. Warszawy w Warszawie, XII Wydział Gospodarczy Krajowego Rejestru Sądowego.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected devend on our uncoment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management of the Company, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the accompanying separate financial statements of Gielda Papierów Wartosciowych w Warszawie S.A. have been prepared and present fairly, in all material respects, the unconsolidated financial position of the Company as at 31 December 2015 and its unconsolidated financial performance and its unconsolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, are in compliance with the respective regulations and the provisions of the Company's articles of association that apply to the Company's separate financial statements and have been prepared from accounting records, that, in all material respects, have been properly maintained.

Specific Comments on Other Legal and Regulatory Requirements

Report on the Company's Activities

As required under the Accounting Act, we report that the accompanying report on the Company's activities includes, in all material respects, the information required by Art. 49 of the Accounting Act and by the Decree of the Ministry of Finance dated 19 February 2009 on current and mariodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State (Official Journal from 2014, item 133) and the information is consistent with the financial statements.

On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. Registration No. 3546 ul. Inflancka 4A 00-189 Warsaw

Signed on the Polish original

Mirosław Matusik Key Certified Auditor Registration No. 90048 Limited Liability Partner with power of attorney

22 February 2016

TRANSLATION

Giełda Papierów Wartościowych w Warszawie S.A.

Supplementary report on the audit of the separate financial statements Financial Year ended 31 December 2015

The supplementary report contains 9 pages The supplementary report on the audit of the separate financial statements for the financial year ended 31 December 2015

Giełda Papierów Wartościowych w Warszawie S.A.

The supplementary report on the audit of the separate financial statements for the financial year ended 31 December 2015

This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation

Contents

1.	General	3
1.1.	General information about the Company	3
1.1.1.	Company name	3
1.1.2.	Registered office	3
	Registration in the register of entrepreneurs of the National Court
1.1.3.		3
	Register	3
1.1.4.	Management of the Company
1.2.	Key Certified Auditor and Audit Firm Information	3
	1.2.1. Key Certified Auditor information	3
1.2.2.	Audit Firm information	3
1.3.	Prior period financial statements	4
1.4.	Audit scope and responsibilities	4
2.	Financial analysis of the Company	6
2.1.	Summary analysis of the separate financial statements	б
2.1.1.	Separate statement of financial position	б
2.1.2.	Separate statement of comprehensive income	7
2.2.	Selected financial ratios	8
3.	Detailed report	9
		9
3.1.	Accounting system	9
3.2.	Notes to the separate financial statements
3.3.	Report on the Company's activities	9

1. General

1.1. General information about the Company

1.1.1. Company name

Giełda Papierów Wartościowych w Warszawie S.A.

1.1.2. Registered office

ul. Książęca 4 00-498 Warsaw

1.1.3. Registration in the register of entrepreneurs of the National Court Register

Registration court:	District Court for the Capital City of Warsaw in Warsaw,
	XII Commercial Department of the National Court Register
Date:	17 January 2002
Registration number:	KRS 0000082312
Share capital as at
the end of reporting period: PLN 41,972,000

1.1.4. Management of the Company

The Management Board is responsible for management of the Company.

As at 31 December 2015, the Management Board of the Company was comprised of the following members:

· Dariusz Kułakowski	- Vice President of the Management Board,
A CHACGOND 197210 do	Vice Duagidant of the Management Decur

• Grzegorz Zawada - Vice President of the Management Board,
• Karol Półtorak - Vice President of the Management Board.

On 2 July 2015, Mr. Mirosław Szczepański resigned from the position of Vice President of the Management Board, effective 2 July 2015.

On 3 December 2015 Mr. Pawel Tamborski resigned from the position of President of the Management Board.

According to the resolution of General Meeting dated 12 January 2016 Mrs. Malgorzata Zaleska was appointed to the position of President of the Management Board.

1.2. Key Certified Auditor and Audit Firm Information

1.2.1. Key Certified Auditor information

Name and surname:	Mirosław Matusik
Registration number:	90048

1.2.2. Audit Firm information

Name:	KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
Address of registered office:	ul. Inflancka 4A, 00-189 Warsaw
Registration number:	KRS 0000339379
Registration court:	District Court for the Capital City of Warsaw in Warsaw,
	XII Commercial Department of the National Court Register
NIP number:	527-26-15-362

KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. is entered into the register of audit firms, maintained by the National Council of Certified Auditors, under number 3546.

1.3. Prior period financial statements

The separate financial statements for the financial year ended 31 December 2014 were audited rno sopac. Jej spółka z ograniczoną odpowiedzialnością sp.k. and received an unmodified opinion.

The separate financial statements were approved at the General Meeting on 25 June 2015 where it was resolved to allocate the net profit for the prior financial year of PLN 52.907 thousand as follows:

• · PLN 52.885 thousand to be paid as a dividend,
• · PLN 22 thousand to reserve capital.

The separate financial statements were submitted to the Registry Court on 7 July 2015.

1.4. Audit scope and responsibilities

This report was prepared for the General Meeting of Gielda Papierów Wartościowych w Warszawie S.A. with its registered office in Warsaw, ul. Książęca 4 and relates to the separate financial statements comprising: the separate statement of financial position as at 31 December 2015, the separate statement of comprehensive income, the separate statement of changes in equity and the separate statement of cash flows for the year then ended and notes comprising a summary of significant accounting policies and other explanatory information.

The audited Company prepares its separate financial statements in accordance with International Financial Reporting Standards as adopted by the European Union on the basis of the decision of General Meeting dated 30 July 2010.

The separate financial statements were audited in accordance with the contract dated 21 October 2015, concluded on the basis of the resolution of the Supervisory Board dated 2 July 2015 on the appointment of the auditor.

We conducted the audit in accordance with section 7 of the Accounting Act dated 29 September 1994 (Official Journal from 2013, item 330 with amendments) ("the Accounting Act") and the National Standards on Assurance as aligned with the International Standards on Auditing issued by the International Auditing and Assurance Standards Board.

We audited the separate financial statements at the Company during the period from 25 January 2016 to 19 February 2016.

Management of the Company is responsible for the accuracy of the accounting records and the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with other applicable regulations and preparation of the report on the Company's activities.

Our responsibility is to express an opinion and to prepare a supplementary report on the audit of the separate financial statements and whether the financial statements are derived from properly maintained accounting records based on our audit.

Management of the Company submitted a statement dated as at the same date as this report as to the true and fair presentation of the accompanying separate financial statements, which confirmed that there were no undisclosed matters which could significantly influence the information presented in the separate financial statements.

All required statements, explanations and information were provided to us by Management of the Company and all our requests for additional documents and information necessary for expressing our opinion and preparing the report have been fulfilled.

The scope of the work planned and performed has not been limited in any way. The method and scope of our audit is detailed in working papers prepared by us and retained in the offices of the Audit Firm.

The Key Certified Auditor and the Audit Firm fulfill the independence requirements as described in Art. 56 points 3 and 4 of the Act on Certified Auditors and their Self-Governance, Audit Firms authorized to Audit Financial Statements and Public Oversight dated 7 May 2009 (Official Journal from 2015, item 1011 with amendments).

2. Financial analysis of the Company

2.1. Summary analysis of the separate financial statements

2.1.1. Separate statement of financial position

ASSETS	31.12.2015 PLN '000	% of total	31.12 2014 PON '000	% of total
Non-current assets
Property, plant and equipment	94,773	12.9	101,291	13.8
Intangible assets	81,601	11.2	85.496	11.7
Investments in associates	36,959	5.0	36,959	5.1
Investments in subsidiaries	254,985	34.7	252,673	34.5
Available-for-sale financial assets	282		207
Prepayments	3.653	0.5	3.461	0.5
Total non-current assets	472,253	64.3	480,087	65.6
Current assets
Inventories	119		114
Income tax receivable		-	8,378	1.2
Trade and other receivables	26,091	3.6	22,569	3.1
Available-for-sale financial assets			10,503	1.4
Assets held for sale			2,037	03
Cash and cash equivalents	235,560	32.1	208,035	28.4
Total current assets	261,770	35.7	251,636	34.4
TOTAL ASSETS	734.023	100.0	731.723	100.0

EQUITY AND LIABILITIES	31.122015 PON '000	% of total	31.12.2014 PLN '000	% of total
Equity
Share capital	63.865	8.7	63,865	8.7
Other capitals	(304)		(243)
Retained earnings	391,320	53.3	395,147	54.0
Total equity	454.881	62.0	458.769	62.7
Non-current liabilities
Liabilities from bonds issue	243,800	33.2	244,078	33.4
Employee benefits payable	2.382	0.3	5,357	0.7
Deferred tax liabilities	12,060	1.6	9,166	1.3
Total non-current liabilities	258,242	35.1	258,601	35.4
Current liabilities
Liabilities from bonds issue	682	0.1
Trade and other payables	6,599	0.9	3,673	0.5
Employee benefits payable	7,023	0.9	7,745	1.0
Income tax payable	1,976	0.3
Employee benefits payable	1,776	0.2	943	0.1
Other liabilities	2,844	0.5	1,992	0.3
Total current liabilities	20,900	2.9	14,353	1.9
Total liabilities	279,142	38.0	272,954	37.3
TOTAL EQUITY AND LIABILITIES	734,023	100.0	731,723	100.0

2.1.2. Separate statement of comprehensive income

	1.01.2015- 31.12.2015 Zł 000	% of total sales	1.01.2014- 31.12.2014 2 000	% of total sales
Revenue	191.781	100.0	189,996	100.0
Operating expenses	(120,354)	62.7	(130,644)	68.8
Other operating income Other operating expenses	497 (1,345)	0.2 0.7	580 (920)	0.3 0.5
Results from operating activities	70,579	36.8	59,012	31.0
Finance income Finance expenses	48.153 (8,965)	25.1 4.7	21.165 (17,888)	11.1 9.4
Profit before income tax	109,768	57.2	62,289	32.7
Income tax expense	(12,863)	6.7	(9,382)	4.9
Profit for the period	96,905	50.5	52,907	27.8
Net change in fair value of available-for-sale financial assets	(294)	0.2	(170)	0.1
Effective portion of changes in fair value of cash flow hedges	100	0.1	195	0.2
Post-employmnet provisions actuarial gains/(losses)	138	10.1	(280)	0.1
Total comprehensive income	96,844	50.5	52.652	27.8
Basic/diluted earnings per share (in PLN)	231		1.26

2.2. Selected financial ratios

		2015	2014	2013
1.	Return on sales
	profit for the period x 100% revenue	50.5%	27,8%	52.2%
2.	Return on equity
	profit for the period x 100% equity - profit for the period	27,1%	13,0%	28,6%
3.	Debtors' days
	average trade receivables (gross) x 365 days revenue	40 days	42 days	42 days
4.	Debt ratio
	liabilities x 100% equity and liabilities	38,0%	37,3%	36,8%
s.	Current ratio
	current assets current liabilities	12,5	17,4	14,1

· Revenue includes revenue from sales of finished products, merchandise and raw materials.

· Average trade receivables represent the average of trade receivables at the beginning and at the end of the period, with no deduction made for allowances.

3. Detailed report

3.1. Accounting system

The Company maintains current documentation describing the applied accounting principles adopted by the Management Board to the extent required by Art. 10 of the Accounting Act.

During the audit of the separate financial statements, we tested, on a sample basis, the operation of the accounting system.

On the basis of the work performed, we have not identified any material irregularities in the accounting system, which have not been corrected and that could have a material effect on the separate financial statements. Our audit was not conducted for the purpose of expressing a comprehensive opinion on the operation of the accounting system.

The Company performed a physical verification of its assets in accordance with the requirements and time frame specified in Art. 26 of the Accounting Act, and reconciled and recorded the result thereof in the accounting records.

3.2. Notes to the separate financial statements

All information included in the notes to the separate financial statements, comprising of a summary of significant accounting policies and other explanatory notes, is, in all material respects, presented accurately and completely. This information should be read in conjunction with the separate financial statements.

3.3. Report on the Company's activities

The report on the Company's activities includes, in all material respects, information required by Art. 49 of the Accounting Act and by the Decree of the Ministry of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State (Official Journal from 2014, item 133) and the information is consistent with the separate financial statements.

On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. Registration No. 3546 ul. Inflancka 4A 00-189 Warsaw

Signed on the Polish original

Mirosław Matusik Key Certified Auditor Registration No. 90048 Limited Liability Partner with power of attorney

22 February 2016