Prezentacja programu PowerPointThe ompany [s corporate bodies are the General Meeting, the Supervisory Board, and the Management Board. General Meeting In 2015, Krajowy Depozyt Papierów

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ANNUAL REPORT

2015

TABLE OF CONTENTS

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LETTER FROM THE CEO 3 KEY CORPORATE INFORMATION 4 Core business 4 Corporate bodies 5 Legal basis of the Company’s business 7 CURRENT OPERATING PERFORMANCE 9 Cash and derivatives clearing 9 OTC clearing 11 Clearing guarantee system fund management 12 RELATIONS WITH MARKET PARTICIPANTS 15 Relations with the KDPW_CCP Risk Committee 15 Relations with Participants 17 KEY AREAS OF DEVELOPMENT IN 2015 18 Launch of KDPW_CCP’s PLN OTC derivatives clearing 18 Implementation of functionalities supporting clearing of OTC derivatives in foreign currencies 19 KDPW_CCP’s authorisation under EMIR for clearing of EUR instruments 20 Participation in the EBRD Project “Regional CCP” 21 Implementation of functionalities supporting clearing and guaranteeing of transactions in bonds on TBSP in KDPW_CCP 22 First foreign entity becomes a KDPW_CCP participant 23 PARTICIPATION IN DRAFTING OF CAPITAL MARKET REGULATIONS 24 National regulations 24 International regulations 26 INTERNATIONAL RELATIONS 27 PROMOTION & INFORMATION ACTIVITIES 28 PLANNED DEVELOPMENT IN 2016 30 KEY STATISTICS 31 BALANCE SHEET 38 PROFIT & LOSS ACCOUNT 42 AUDITOR’S OPINION 43

LETTER FROM THE CEO

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Dear Sirs, We have the pleasure to present this Annual Report 2015.

In the past year, we cleared the first OTC derivatives transactions in PLN. OTC_clearing allows banks active in Poland to use the services of a local clearing house for this class of instruments. To expand our offer in the segment, KDPW_CCP applied to the Polish Financial Supervision Authority for the authorisation for EUR instruments. The Polish Financial Supervision Authority approved the extended authorisation on 9 August 2016.

We are active beyond the local market as well. KDPW_CCP participated in a project of the European Bank for Reconstruction and Development (EBRD) exploring the option of creating a regional CCP in Central and Eastern Europe. KDPW_CCP is ready to create a regional CCP thanks to its strengths including the biggest market in the region, high own capital, clearing members who represent international capital, a broad scope of the European authorisation, a trade repository and a numbering agency as a part of the Group, as well as a proprietary, stable and flexible IT system and experience in the development of international relations.

Our offer enjoys confidence of clients, as demonstrated by the first foreign clearing member joining KDPW_CCP. ABN AMRO Clearing Bank N.V. was the first foreign entity to become a participant of the KDPW_CCP clearing system for the regulated market.

In 2016, we will continue our focused efforts to develop new solutions and improve the quality of existing functionalities. In all of our projects, we will be listening attentively to the opinions of our existing and prospective participants in order to deliver top quality service addressing expectations of the market. Dr Iwona Sroka President & CEO of KDPW_CCP

According to applicable legislation and the KDPW_CCP Statute, the core business of the Company includes: to clear transactions concluded in financial instruments; to operate a transaction clearing liquidity guarantee system; to promote information and perform educational activities concerning the capital

market. Furthermore, under the Statute, the Company may conduct activities involving : performance of functions of an exchange clearing house for transactions concluded on

commodity markets; other forms of lending – cash loans outside of the banking system; other financial services not classified elsewhere, excluding insurance and pension funds

– other financial intermediation related mainly to distribution of cash other than by lending, concluding hedging transactions.

KEY CORPORATE INFORMATION

Core business

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The Company’s corporate bodies are the General Meeting, the Supervisory Board, and the Management Board. General Meeting In 2015, Krajowy Depozyt Papierów Wartościowych was the sole shareholder of the Company. Supervisory Board In 2015, the Supervisory Board of KDPW_CCP was comprised of: Karol Półtorak (Chairman) Dr Piotr Szpunar (Deputy Chairman) Norbert Jeziolowicz (Independent Member) Iwona Lewińska prof. Witold Małecki (Independent Member), Dariusz Witkowski (Independent Member) (until 3 November 2015) Michał Rumiński (Independent Member) (from 10 November 2015) Committees of the Supervisory Board Audit Committee In 2015, the Audit Committee was comprised of: Norbert Jeziolowicz (Chairman), Iwona Lewińska, Dariusz Witkowski (until 3 November 2015) Michał Rumiński (from 16 December 2015) Remuneration Committee In 2015, the Remuneration Committee was comprised of : Karol Półtorak (Chairman), Professor Witold Małecki Dr Piotr Szpunar


Corporate bodies

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The Company’s corporate bodies are the General Meeting, the Supervisory Board, and the Management Board .

Management Board The Management Board of KDPW_CCP in 2015 was comprised of: Dr Iwona Sroka (President & CEO) Sławomir Panasiuk (Vice President) Michał Stępniewski (Member)


Corporate bodies

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Legal acts which govern the procedures of conducting the operating activity: Act on Trading in Financial Instruments, Act on Capital Market Supervision, the Act on the finality of

settlement in payment systems and securities settlement systems and on the terms of supervision over such systems;

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (EMIR), and the regulatory technical standards issued under the Regulation including Delegated Commission Regulation (EU) No 153/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on requirements for central counterparties;

Legal acts governing the financial market, including: Regulation No 575/2013 of the European Parliament and of the Council of 26 June 2014 on

prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;

Regulation of the European Parliament and of the Council (EU) No 236/2012 of 14 March 2012 on short selling and certain aspects of credit default swaps;

Rules of Transaction Clearing (organised trading); Regulations issued under the Rules of Transaction Clearing (organised trading):

KDPW_CCP Detailed Rules of Transaction Clearing; Clearing Fund Rules;

Rules of Transaction Clearing (non-organised trading), including Rules of the OTC Guarantee Fund; Regulations issued under the Rules of Transaction Clearing (non-organised trading):

Detailed Rules of the OTC Clearing System; Rules of the GPW BondSpot ATS Guarantee Fund


Legal basis of the Company’s business

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The Company’s corporate regulations: Commercial Companies Code; KDPW_CCP Statute; Rules of the KDPW_CCP Supervisory Board; Rules of the Audit Committee; Rules of the Remuneration Committee; Rules of the Risk Committee; Rules of the KDPW_CCP Management Board; KDPW_CCP Organisational Rules. other internal regulations adopted by the Company including the conflict of interest

prevention policy, the compliance policy, the risk management policy, the remuneration policy, the rules of exercising audit and control functions in the Company, the rules of management of the Company’s own resources.

Furthermore, KDPW_CCP operates in accordance with the authorisation to provide clearing services as a CCP issued under the decision of the Polish Financial Supervision Authority of 8 April 2014.


Legal basis of the Company’s business

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In 2015, KDPW_CCP cleared transactions on regulated markets and in alternative trading systems covered by the clearing guarantee system based on a multi-tiered SPAN risk management system. 16,660,582 guaranteed transactions on the regulated cash market (GPW and BondSpot) were cleared in 2015, an increase of 19.54% year on year (13,937,619 transactions cleared in 2014). 1,147,479 transactions in the alternative trading systems organised by GPW and BondSpot were cleared in aggregate, an increase of 25.86% year on year (911,678 transactions cleared in 2014). 2,916,951 transactions on the derivatives market operated by GPW were cleared, a modest increase of 0.02% year on year (2,916,255 transactions cleared in 2014).

CURRENT OPERATING PERFORMANCE

Cash and derivatives clearing

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As at 2015 year-end, the following instruments were in trading on GPW: 4 series of WIG20 futures with a multiplier of 20; 266 WIG20 options; 3 series of mWIG40 futures; 6 series of each of currency futures (USD, EUR, CHF); 3 series of each of the futures on stocks of 27 companies; 29 series of WIBOR futures; 3 series of each of 3 bond baskets. The volumes of trading in all derivatives decreased modestly year on year in 2015. The trading volumes were as follows: The volume of trading in WIG20 and WIG40 futures was 4,563,690 contracts, a decrease of ca. 25.9%

year on year (6,159,158 contracts in 2014). The volume of trading in WIG20 options was 438,206 contracts, a decrease of 8.52% year on year

(479,020 contracts in 2014). The volume of trading in WIBOR futures was 1,718 contracts, a decrease of 58.93% year on year (4,183

contracts in 2014). The volume of trading in currency futures was 2,167,603 contracts, a decrease of 3.9% year on year

(2,255,517 contracts in 2014). The volume of trading in single-stock futures was 1,033,300 contracts, an increase of ca. 78.1% year on

year (580,185 contracts in 2014). In summary, the number of transactions cleared on the cash and derivatives market increased year on year in 2015 while the volume of trade (number of cleared contracts) on the derivatives market decreased.


Cash and derivatives clearing

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On 29 May 2015, KDPW_CCP cleared the first OTC transactions denominated in PLN. OTC transactions are cleared and guaranteed in the dedicated system kdpw_otc, developed by KDPW_CCP in collaboration with Poland’s biggest banks present on the interbank market. KDPW_CCP clears the following types of OTC transactions in PLN: Forward Rate Agreement (FRA) Interest Rate Swap (IRS) Overnight Index Swap (OIS) Basis Swap REPO and sell/buy-back (in Polish Treasury bonds)


OTC clearing

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Value of cleared transactions PLN 34,136 mn

Number of cleared transactions 258

Instrument Number Value

FRA 36 PLN 15 331 mn

Swap 215 PLN 16 860 mn

OisSwap 7 PLN 1 945 mn

Clearing Fund management In 2015, KDPW_CCP organised and executed updates of contributions to the basic resources of the Clearing Fund at the last day of each month in which transactions on the regulated market were cleared. The Clearing Fund guarantees the clearing of transactions on the regulated market operated by the Warsaw Stock Exchange (GPW) and BondSpot. Contributions to Complex A (regulated market) were adjusted timely in 2015 at the last day of each month in which transactions were cleared in KDPW_CCP. The total contributions of KDPW_CCP participants to Complex A as at 31 December 2015 and 31 December 2014 were as follows: Total participant contributions Total participant contributions as at 2014 year-end as at 2015 year-end PLN 220 777 595.63 PLN 232 844 847.38 As at 2015 year-end, Complex A included 37 KDPW_CCP participants.


Clearing guarantee

system fund

management

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Guarantee Fund management GPW BondSpot ATS Guarantee Fund Contributions to the GPW BondSpot ATS Guarantee Fund (Complex F) were adjusted timely in 2015 at the last day of each month in which transactions were cleared in KDPW_CCP. The total contributions of KDPW_CCP participants to Complex F as at 30 December 2015 were as follows: Total participant contributions Total participant contributions as at 2014 year-end as at 2015 year-end PLN 2 915 717.11 PLN 3 467 229.18 As at 2015 year-end, Complex F included 35 KDPW_CCP participants.


Clearing guarantee

system fund

management

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Guarantee Fund management OTC Guarantee Fund Contributions to the OTC Guarantee Fund (Complex D) were adjusted timely in 2015 at the last day of each month in which transactions were cleared in KDPW_CCP. The total contributions of KDPW_CCP participants to Complex D as at 30 December 2015 were as follows: Total participant contributions Total participant contributions as at 2014 year-end as at 2015 year-end PLN 0 PLN 62 610 818.03 As at 2015 year-end, Complex D included 13 KDPW_CCP participants.


Clearing guarantee

system fund

management

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According to Article 28 of EMIR and Article 16 of the KDPW_CCP Statute, the Risk Committee provides opinions and advice to KDPW_CCP on all matters which may impact CCP risk management, including major changes of the risk model, clearing member default procedures, criteria of granting clearing member status, clearing of new classes of instruments, outsourcing of CCP functions. In 2015, the Risk Committee was comprised of: Norbert Jeziolowicz (Chairperson) – Independent Member of the KDPW_CCP Supervisory

Board Agnieszka Rostkowska (Deputy Chairperson) – representative of the Chamber of Brokerage

Houses Jarosław Dominiak – representative of the Association of Individual Investors Janusz Łaski – representative of the Council of Custodian Banks Maciej Łoziński – representative of the Chamber of Fund and Asset Management Artur Maliszewski – representative of the Chamber of Pension Fund Companies Professor Witold Małecki – Independent Member of the KDPW_CCP Supervisory Board Michał Rumiński – Independent Member of the KDPW_CCP Supervisory Board (appointed

on 10 November 2015 following the resignation of Dariusz Witkowski on 3 November 2015)

Bartłomiej Wieczorek – representative of the Polish Bank Association

RELATIONS WITH MARKET PARTICIPANTS

Relations with the

KDPW_CCP Risk

Committee

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In 2015, the Risk Committee prepared 11 opinions on draft amendments to KDPW_CCP regulations. The Committee’s opinions covered among other things the following: amendment of the Rules of Transaction Clearing (organised trading), amendment of the Rules of Transaction Clearing (non-organised trading), amendment of the Rules of the GPW BondSpot ATS Guarantee Fund, the KDPW_CCP Detailed Rules of Transaction Clearing, the Detailed Rules of the OTC Clearing System, the KDPW_CCP clearing member default procedure, the liquidity plan, the procedure for determining and monitoring position concentration limits on the derivatives market (organised trading), the procedure for monitoring of KDPW_CCP transaction limits, the terms of determining margins (organised trading), as well as other procedures, algorithms and methodologies followed by KDPW_CCP in risk management.


Relations with the

KDPW_CCP Risk

Committee

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Working meetings with participants play a key role in the operations and development of KDPW and KDPW_CCP. KDPW Group companies actively consult the participant community on an on-going basis on matters concerning their business operations. In 2015, the meetings were mainly dedicated to issues concerning new services under development scheduled to be launched in 2015. The topics of the meetings focused on the trade reporting service of the Trade Repository provided by KDPW_CCP at the request of clearing members, as well as the legal entity identifier (LEI) issuance service KDPW_LEI. In connection with the central counterparty clearing solutions implemented in KDPW_CCP, a workshop was offered to present all processes related to OTC central counterparty clearing. Furthermore, to address the expectation of participants, a meeting was held in September 2015 to present projects scheduled for implementation in 2016, as well as projects well advanced in 2016. In addition, with a view to effective implementation of modifications to participants’ IT systems, KDPW_CCP offered to follow three implementation windows per year when projects will be rolled out, and the initiative was welcomed by the participants.


Relations with

Participants

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On 29 May 2015, KDPW_CCP cleared the first OTC derivatives transactions in PLN between the banks Citi Handlowy and mBank. In November 2015, Poland’s biggest bank, PKO Bank Polski, joined the group of KDPW_CCP participants active in this segment. The launch of the OTC derivatives clearing service followed a crisis of confidence on the interbank market. Under EMIR, OTC transactions in classes of instruments listed by the European Commission must be cleared in a clearing house authorised under EMIR. KDPW_CCP was authorised to provide CCP clearing services on 8 April 2014 r. OTC transactions are guaranteed in the dedicated system kdpw_otc. KDPW_CCP clears transactions in PLN-denominated instruments: Forward Rate Agreements (FRA), Interest Rate Swaps (IRS), Overnight Index Swaps (OIS), Basis Swaps. The functionalities provided by KDPW_CCP on the Polish market (where KDPW_CCP becomes a counterparty to each transaction through novation, provides a multi-tier clearing guarantee system based on a state-of-the-art risk management system, and offers the reporting of trades to the trade repository) improve not only the safety of the national financial system but also the safety of each bank. The credit risk of the original counterparties is taken over by the CCP, which maintains EMIR-compliant clearing guarantee mechanisms securing against clearing member default. Furthermore, under CRD IV/CRR, the capital requirements for exposure under derivatives cleared by an auhorised CCP are much lower than for bilateral clearing. The launch of PLN-denominated OTC derivatives clearing by KDPW_CCP included the drafting of an execution agreement between banks wishing to have transactions cleared in a CCP, completed in April 2015. Client clearing documentation was also drafted, including an agreement which defines the terms of client transaction clearing.

KEY AREAS OF DEVELOPMENT IN 2015

Launch of

KDPW_CCP’s PLN

OTC derivatives

clearing

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In December 2015, KDPW_CCP implemented a full range of functionalities necessary to process the clearing of EUR-denominated OTC transactions. The service complements the clearing of PLN derivatives. Interest rate futures will be available in the first place. Cash flows from interest rate derivatives will be denominated in EUR. The available instruments include FRA, OIS, Basis Swap, IRS. Transactions will be settled in TARGET2-NBP. Marking-to-Market, the Variation Margin, interest on the accrued Variation Margin, interest payments and adjustments for such contracts will be only denominated in the contract currency, different from margin requirements and contributions to the OTC Guarantee Fund, which will be provided in PLN including FX risk. It should be noted that the project implementing the clearing of OTC instruments in the foreign currency followed the terms of reference developed together with KDPW_CCP participants (banks). The partnership defined a list of instruments and a clearing model, as well as modifications to the systems kdpw_otc, kdpw_stream and ERP. As an important part of the project, a EUR account was opened for KDPW_CCP in TARGET2-NBP (June 2015) and access to liquidity in EUR was secured (credit line from a commercial bank). The project included efforts dedicated to expand the list of financial instruments accepted as collateral (EUR cash and EUR bonds) and the management of collateral posted in the new instruments. For this purpose, the kdpw_stream messages used to process collateral were modified. Clearstream and Euroclear were consulted on the systemic modifications necessary to post collateral with foreign CSDs.


Implementation

of functionalities

supporting

clearing of OTC

derivatives in

foreign currencies

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KDPW_CCP filed its application for the authorisation for EUR clearing with the Polish Financial Supervision Authority on 18 December 2014. The Polish Financial Supervision Authority issued a positive decision extending the scope of authorisation on 9 August 2016. The project designed to extend the scope of KDPW_CCP’s authorisation included validation of the risk management model with the participation of a third-party consultancy. A report was drafted concerning the review, assessment and validation of the models, the model methodologies and the risk management framework for the clearing and guaranteeing of transactions cleared by KDPW_CCP in the OTC clearing system and the validation of the risk parameter methodologies for derivatives on Treasury bonds and WIBOR reference rates. According to the application review procedure under EMIR, the Polish Financial Supervision Authority carried out a detailed assessment and drafted a risk assessment report, which was tabled to an international College. The supervisory College issued an opinion, followed by the final authorisation decision of the Polish Financial Supervision Authority . KDPW_CCP’s authorisation for EUR clearing strengthens the position of the clearing house both domestically and internationally. The authorisation for EUR clearing confirms that KDPW_CCP is ready to clear EUR trade across the European Union under the EU standards, and allows entities required to clear specific classes of OTC derivatives in EUR in a CCP to meet this obligation.


KDPW_CCP’s

authorisation

under EMIR for

clearing of EUR

instruments

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KDPW_CCP participated in a project of the European Bank for Reconstruction and Development (EBRD) exploring the option of creating a regional CCP in Central and Eastern Europe. The goal of the project was to give financial markets in the region (including smaller markets unable to create a CCP under EMIR requirements) access to clearing in a modern, safe clearing house. The project envisaged expansion of the activity of one or more local CCPs operating in the region and authorised under EMIR (KDPW_CCP, CCP.Austria, KELER CCP and AthexCLEAR) into those markets of the region which currently have no CCP. The implementation of the EBRD project would require a range of realignments, including clearing for direct holding markets, clearing in an environment of multiple currencies, national regulatory systems and financial market and supervisory infrastructures, as well as potential opening of the ownership of the CCP to shareholders representing the markets of the region. The EBRD released a report which argues in favour of such an institution. The report suggests that the access of local financial markets to a regional CCP would enhance their diversity and depth by attracting foreign investors, improving liquidity, and strengthening the safety of their financial systems. This, in turn, would drive local economic growth. However, consultations with market participants identified actual hurdles to the creation of a single regional CCP by way of merging existing clearing houses, growing one existing CCP, or establishing a new entity. KDPW_CCP is ready to create a regional CCP thanks to its strengths including the biggest market in the region, high own capital, clearing members who represent international capital, a broad scope of the European authorisation, a trade repository and a numbering agency as a part of the Group, as well as a proprietary, stable and flexible IT system and experience in the development of international relations.


Participation in

the EBRD Project

“Regional CCP”

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On 30 June 2015, KDPW_CCP launched solutions supporting the clearing and guaranteeing of repo and sell buy/back transactions in bonds on Treasury BondSpot Poland (TBSP) – a full range of functionalities necessary to process repo, sell buy/back and outright OTC trades. The project involved the development of new functionalities in co-ordination with TBSP (the operator of the biggest electronic T-bond market in Central Europe). A range of meetings were held with TBSP and with participants. A detailed functional specification was developed for the TBSP bond transaction guarantee system, together with a risk management model. The KDPW_CCP regulations were amended accordingly. The IT systems and external applications of kdpw_otc were aligned with the new functionality. Following successful testing, the service was implemented on KDPW_CCP side. KDPW_CCP’s participation in the clearing of OTC transactions in bonds may help to mitigate counterparty credit risk thanks to CCP guarantees in the clearing of transactions. The lower risk weights available for transactions novated in KDPW_CCP will help to improve the liquidity of trade.


Implementation

of functionalities

supporting

clearing and

guaranteeing of

transactions in

bonds on TBSP in

KDPW_CCP

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ABN AMRO Clearing Bank N.V. was the first foreign entity to become a participant of the KDPW_CCP clearing system on the regulated market. ABN AMRO Clearing is a global market player and daily clears 16 million transactions on 90 exchanges around the world. ABN AMRO Clearing is the first clearing member of KDPW_CCP which is also a participant of KDPW. It is represented by BNP Paribas Securities Services as settlement agent. Consequently, the KDPW Group has developed new functionalities which copy messages in real time and send them both to the clearing member and the settlement agent. The new stream copy functionality allows the settlement agent to manage its risks by using copies of messages sent by KDPW_CCP to the clearing member. The acquisition of new participants of the clearing house is a part of initiatives pursued by KDPW_CCP to ensure stability of the financial system and liquidity on the Polish market. The initiatives corroborate that the Polish CCP offers a comprehensive range of clearing services which conform to the highest international standards and address the requirements of international and domestic clients.


First foreign

entity becomes a

KDPW_CCP

participant

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In 2015, KDPW_CCP (as part of the KDPW Group) participated in a number of legislative projects concerning the Polish capital market. KDPW_CCP as a part of the KDPW Group participated in the work on the following: draft Act amending the Act on Trading in Financial Instruments and certain other Acts, designed to eliminate the

division of the regulated market into the exchange market and the non-exchange market; draft amendment of the Act on Public Offering and Conditions of Introducing Financial Instruments to the

Organised Trading System, and on Public Companies, designed to implement Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading

draft Act on the Bank Guarantee Fund, deposit guarantee system and mandatory resolution, designed to implement Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (BRRD) and 2014/49/UE 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes;

Act amending the Act on Capital Market Supervision and certain other Acts, which modifies the terms of financing of the Polish Financial Supervision Authority;

draft Act amending the Act on Investment Funds and certain other Acts, designed to implement Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions (UCITS V);

draft Act amending the Act on Payment Services and certain other Acts.

PARTICIPATION IN DRAFTING OF CAPITAL MARKET REGULATIONS

National law

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Furthermore, KDPW_CCP as a member of the KDPW Group participated in the drafting of secondary legislation governing the Polish capital market including: Regulation of the Minister of Finance on documents accompanying a notification of an

intention to purchase or take up shares or rights to shares of a CCP or an intention to become the holding entity of a CCP;

draft Regulation amending the Regulation of the Minister of Finance on the terms and conditions of actions taken by investment firms, banks referred to in Article 70(2) of the Act on Trading in Financial Instruments, and custodian banks;

draft Regulation of the Minister of Finance on detailed conditions to be met by a regulated market and an auction facility;

draft Regulation of the Minister of Finance on fees covering the costs of supervision of the capital market.


National

regulations

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To ensure KDPW_CCP’s legal compliance and to design necessary harmonisation measures, KDPW_CCP analysed draft European regulations in 2015. Furthermore, KDPW_CCP participated in the drafting of European legislation governing the financial market, including an active contribution to opinions on legislative drafts prepared in collaboration with industry organisations, the national administration and supervisory authorities. Acting single-handedly or as a part of EACH, KDPW_CCP analysed and issued opinions on draft European legislation and participated in related activities including: EMIR Review; consultations on future regulations on Recovery and Resolution of CCPs; consultations on obligatory CCP clearing of OTC derivatives in PLN; consultations on the financial transaction tax (FTT); consultations on the regulatory technical standards and technical advice relating to MiFID

II/MiFIR; ESMA consultations on indirect clearing solutions under EMIR and MiFIR; Green Paper – Building a Capital Markets Union and the Action Plan on Building a Capital

Markets Union.


International

regulations

26

Representatives of KDPW_CCP are members of international organisations and associations and their working groups which discuss and issue opinions on draft legislation, recommendations and proposed modifications to clearing and settlement and help to implement international standards applied on European and global markets. EACH (European Association of Central Counterparty Clearing Houses) The European Association of Central Counterparty Clearing Houses develops standards for CCP services of clearing institutions. Representatives of KDPW_CCP take active part in the work of the Association and its four Working Groups. CCP12 (The Global Association of Central Counterparties) CCP12 is an international organisation with a membership encompassing clearing houses from all over the world aiming to exchange information and experience in the clearing of financial instruments. KDPW_CCP representatives participate in the CCP12 Regulatory Working Group 2. ISDA (International Swaps and Derivatives Association) The International Swaps and Derivatives Association was founded to establish the rules of trade in OTC instruments. The organisation has standardised all derivatives contracts, helping their widespread promotion.

INTERNATIONAL RELATIONS

27

Promotion and marketing activities in 2015 focused on the promotion of the interbank derivatives clearing service, which is key to the development of the clearing house, as well as the acquisition of new clearing members, both on the regulated market and in OTC trade. Furthermore, the activities helped to create the image of KDPW_CCP as the entity ensuring the safety of the clearing system, and to reinforce its position as the leading and most advanced clearing house in the CEE region. The promotion of the OTC_clearing service resulted in KDPW_CCP’s clearing of the first OTC transactions of banks: mBank, Citi Bank, as well as Bank Pekao. Banks cleared 258 OTC transactions worth more than PLN 34 billion in June-December 2015. The clearing house won its first foreign clearing member (ABN AMRO). KDPW_CCP supported initiatives which helped to develop an optimised legal framework for such transactions (master agreement). Information activities and co-operation with third parties were appreciated by the market: the KDPW Group received a special award at the Bulls&Bears Gala of Gazeta Giełdy Parkiet for its unmatched contribution to the development of the Polish capital market by launching services which comply with international standards and greatly improve the quality of the Polish post-trade infrastructure.

PROMOTION & INFORMATION ACTIVITIES

28

The Capital Market Congress, a project focused on relations between business and research, organised for several years now in partnership with the Department of Management, University of Warsaw, took place on 3 December in Warsaw. The Congress is where participants can confront theory and practice of the capital market, and researchers and students present their papers and results of research on the capital market. According to the Competition Panel, the papers submitted in 2015 were of very high quality and will be distributed to interested parties on the Polish financial market. The three award-winning papers were published in Gazeta Giełdy Parkiet, and all papers submitted for the contest and delivered by the speakers will be published by the University of Warsaw in the periodical Problemy Zarządzania. This year’s edition of the Congress brought together representatives of more than 30 academic centres in Poland and abroad including the University of Gdańsk, the University of Łódź, the Silesian University, the University of Warsaw, the Warsaw School of Economics, the Universities of Economics in Katowice, Kraków, Poznań and Wrocław, the Institute of Economic Sciences of the Polish Academy of Sciences, the University of Urban Economy in Kharkiv, the Kozminski University, the University of Finance and Management in Warsaw.

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PROMOTION & INFORMATION ACTIVITIES

In 2016, the scope of services provided by KDPW_CCP and its organisational and technical infrastructure will continue to develop in pursuit of the strategic goals defined in the KDPW Group Strategy for 2014 – 2016. The overarching strategic goal of the Group in 2014-2016 is to diversify its business by unlocking the specificity and the potential of the Polish financial market and to prepare it for stronger international competition in co-operation with the institutions and participants of the Polish capital market. The competitiveness of the Group will be enhanced by improving the quality and effectiveness of existing services and by launching new services to create a comprehensive offer for the Polish market. Furthermore, operational interaction with European infrastructure institutions will be expanded in order to facilitate foreign investor access to the Polish market and services provided to Polish participants active on international markets. These initiatives will be combined with reinforcement of the corporate model of the KDPW Group. Thus, steps will be taken to further stabilise the business model which involves synergies and co-existence of both companies, development of new services and improvement of the quality of existing services, ensuring their compliance with international standards and effectiveness by maximising the use of available resources and developing a successful financial strategy. The initiatives will focus on strategic projects of key importance to the corporate value of KDPW_CCP and KDPW and their competitive position.

PLANNED DEVELOPMENT IN 2016

30

KEY STATISTICS

31

42 42

39

38 38

36

37

38

39

40

41

42

43

2011* 2012 2013 2014 2015

Number of clearing members (organised trading)

* Data combined for two periods: until 30.06.2011, when KDPW was the clearing house, and after 01.07.2011, when KDPW_CCP was spun off

KEY STATISTICS

32

85 97

146 141 156

0

50

100

150

200

2011* 2012 2013 2014 2015

Number of futures (ISIN codes)

115,00 122,55

156,00

119,10 92,65

0,00

50,00

100,00

150,00

200,00

2011* 2012 2013 2014 2015

Number of open interest in futures (‘000)

KEY STATISTICS

33

360 476 480

1 936 1 816

0

500

1000

1500

2000

2500

2011* 2012 2013 2014 2015

Number of options (ISIN codes)

17,52 14,46

39,23

18,84

11,59

0,00

10,00

20,00

30,00

40,00

50,00

2011* 2012 2013 2014 2015

Number of open interest in options (‘000)

KEY STATISTICS

34

15,11 12,36

13,69 14,89

17,81

0

5

10

15

20

2011* 2012 2013 2014 2015

Number of guaranteed transactions cleared on the secondary market (organised trading) – cash market (PLN mn)

4,59

3,20 3,21 2,92 2,92

0

1

2

3

4

5

2011* 2012 2013 2014 2015

Number of guaranteed transactions cleared on the secondary market (organised trading) – derivatives market (PLN mn)

KEY STATISTICS

35

509,68

379,76 450,94 419,98 416,83

0

100

200

300

400

500

600

2011* 2012 2013 2014 2015

Value of guaranteed transactions cleared on the secondary market (organised trading) – cash market (PLN bn)

723,97

433,26 438,08 460,56 433,74

0

200

400

600

800

2011* 2012 2013 2014 2015

Value of guaranteed transactions cleared on the secondary market (organised trading) – derivatives market (PLN bn)

KEY STATISTICS

36

14,61 10,59

12,62 9,48 8,21

0

5

10

15

20

2011* 2012 2013 2014 2015

Volume of derivatives cleared on the derivatives market by KDPW_CCP (organised trading) (mn)

19,78

15,56 16,97 17,86 20,77

0

5

10

15

20

25

2011* 2012 2013 2014 2015

Total number of operations cleared by KDPW_CCP (organised trading) (mn)

KEY STATISTICS

37

616,82

406,51 444,30 440,28 425,28

0

100

200

300

400

500

600

700

2011* 2012 2013 2014 2015

Total value of operations cleared by KDPW_CCP (organised trading) (PLN bn)

BALANCE SHEET AS AT 31 DECEMBER 2015

38

Assets As at 31.12.2015 As at

31.12.2014

Non-current assets 64 454 561.26 60 648 136.71

Intangible assets 14 923 503.85 17 245 972.57

Other intangible assets 14 923 503.85 17 245 972.57

Fixed assets 20 268.29 22 932.62

Fixed assets 20 268.29 21 705.08

buildings, premises, civil and water engineering structures

14 630.79 15 391.08

other fixed assets 5 637.50 6 314.00

Fixed assets under construction 0.00 1 227.54

Long-term investments 48 032 350.00 42 586 620.00

Long-term financial assets 48 032 350.00 42 586 620.00

in related parties 0.00 0.00

- other long-term financial assets 0.00 0.00

in other entities 48 032 350.00 42 586 620.00

- other securities 48 032 350.00 42 586 620.00

Long-term prepayments 1 478 439.12 792 611.52

Deferred tax assets 580 200.96 516 451.81

Other prepayments 898 238.16 276 159.71

Current assets 185 060 965.11 192 828 167.98

Short-term receivables 35 475 696.26 92 411 347.23

Receivables from related parties 0.00 0.00

- other 0.00 0.00

Receivables from other entities 35 475 696.26 92 411 347.23

trade receivables, maturing: 4 282 473.03 4 203 747.98

- up to 12 months 4 282 473.03 4 203 747.98

tax, subsidy, customs, social security, health insurance and other benefits

2 797 776.57 17.60

other 28 395 446.66 88 207 581.65


39

Assets As at 31.12.2015 As at 31.12.2014

Short-term investments 149 189 770.70 100 049 009.28

Short-term financial assets 149 189 770.70 100 049 009.28

in related parties 132 011 766.52 71 331 200.05

- other short-term financial assets 132 011 766.52 71 331 200.05

in other entities 16 994 900.00 28 566 730.89

- other securities 16 994 900.00 28 566 730.89

cash and other pecuniary assets 183 104.18 151 078.34

- cash in hand and at bank 183 104.18 151 078.34

Short-term prepayments 395 498.15 367 811.47

Other assets 1 182 206 151.50 1 110 297 726.88

Assets of the Clearing Fund 200 691 809.84 224 485 237.14

Assets of the ATS Guarantee Fund 2 891 518.87 2 410 453.66

Assets of ATS Additional Margins 0.00 0.00

Assets of the BondSpot ATS Guarantee Fund 0.00 0.00

Assets of BondSpot ATS Additional Margins 0.00 0.00

Assets of Initial Margins 434 248 678.15 552 323 307.05

Assets of Initial Deposits 369 511 709.85 331 078 729.03

Assets of the OTC Guarantee Fund 62 850 912.13 0.00

Assets of OTC Margins 112 011 522.66 0.00

Other 0.00 0.00

Total assets 1 431 721 677.87 1 363 774 031.57


40

Equity and liabilities As at 31.12.2015 As at 31.12.2014

Equity 227 107 109.07 228 152 470.79

Share capital 190 000 000.00 190 000 000.00

Supplementary capital 2 917 797.87 2 595 364.87

Revaluation reserve 2 669 993.94 3 279 310.19

Other reserve capitals 18 410 453.14 15 142 482.72

Reserve capital to cover losses caused by participant default under transactions accepted for clearing by the Company (dedicated resources) including:

13 104 909.59 13 104 909.59

- part of dedicated resources proportionate to the size of the clearing fund

10 239 113.76 12 985 342.48

- part of dedicated resources proportionate to the size of ATS guarantee fund

126 903.46 119 567.11

- part of dedicated resources proportionate to the size of OTC guarantee fund

2 738 892.37 0.00

Previous years' profit (loss) 0.00 0.00

Net profit (loss) 3 954.53 4 030 403.42

Liabilities and provisions for liabilities 22 408 417.30 25 323 833.90

Provisions for liabilities 2 651 096.54 2 714 437.28

Provision for deferred income tax 907 719.42 987 591.19

Provision for retirement and similar benefits 1 701 625.76 1 705 813.09

- long-term 1 084 229.00 1 079 274.00

- short-term 617 396.76 626 539.09

Other provisions 41 751.36 21 033.00

- short-term 41 751.36 21 033.00


41

Equity and liabilities As at 31.12.2015 As at 31.12.2014

Long-term liabilities 13 757 880.80 15 884 156.13

To related parties 13 757 880.80 15 884 156.13

other financial liabilities 13 757 880.80 15 884 156.13

Short-term liabilities 5 999 439.96 6 725 240.49

To related parties 5 567 382.50 5 940 378.97

trade liabilities, maturing: 3 441 107.14 3 932 580.97

- up to 12 months 3 441 107.14 3 932 580.97

other financial liabilities 2 126 275.36 2 007 798.00

To related parties 218 948.95 656 088.03

trade liabilities, maturing: 112 582.05 136 175.04

- up to 12 months 112 582.05 136 175.04

tax, customs, insurance and other liabilities 105 058.17 513 982.99

salaries 0.00 2 463.00

other 1 308.73 3 467.00

Special funds 213 108.51 128 773.49

Accruals 0.00 0.00

Other liabilities 1 182 206 151.50 1 110 297 726.88

Liabilities to participants of the Clearing Fund 200 691 809.84 224 485 237.14

Liabilities under the ATS Guarantee Fund 2 891 518.87 2 410 453.66

Liabilities under the BondSpot ATS Guarantee Fund 0.00 0.00

Liabilities under BondSpot ATS Additional Margins 0.00 0.00

Liabilities under the GPW ATS Guarantee Fund 0.00 0.00

Liabilities under GPW ATS Additional Margins 0.00 0.00

Liabilities under Initial Margins 434 248 678.15 552 323 307.05

Liabilities under Initial Deposits 369 511 709.85 331 078 729.03

Liabilities under the OTC Guarantee Fund 62 850 912.13 0.00

Liabilities under OTC Margins 112 011 522.66 0.00

Other 0.00 0.00

Total equity and liabilities 1 431 721 677.87 1 363 774 031.57

PROFIT & LOSS ACCOUNT FOR THE PERIOD 01.01.2015 - 31.12.2015

42

Item 01.01.2015 - 31.12.2015

01.01.2014 - 31.12.2014

Net revenues from sales and equivalent, including revenues: 29 184 623.19 29 481 409.16

- from related parties 0.00 0.00

Net revenues from sales of products 29 184 623.19 29 481 409.16

Operating expenses 32 962 510.65 29 847 321.27

Amortisation and depreciation 2 332 926.18 1 020 095.29

Consumption of materials and energy 34 773.99 59 901.61

External services 24 664 620.90 22 083 919.97

Taxes and charges 210 748.09 143 772.55

Payroll 3 740 250.81 4 089 024.36

Social security and other benefits 1 201 516.94 1 154 334.49

Other costs by type 777 673.74 1 296 273.00

Profit (loss) on sales -3 777 887.46 -365 912.11

Other operating revenues 86 085.17 4 542.79

Gains on the sale of non-financial non-current assets 441.43 0.00

Other operating revenues 85 643.74 4 542.79

Other operating expenses 197 434.45 14 662.46

Other operating expenses 197 434.45 14 662.46

Operating profit (loss) -3 889 236.74 -376 031.78

Financial revenues 4 827 802.38 6 349 497.88

Interest 4 827 797.00 6 349 493.33

Other 5.38 4.55

Financial expenses 823 568.99 503 433.99

Interest, including: 808 238.65 482 872.15

- for related parties 795 486.33 482 694.85

Other 15 330.34 20 561.84

Profit on business activities 114 996.65 5 470 032.11

Profit (loss) before tax 114 996.65 5 470 032.11

Income tax 111 042.12 1 439 628.69

Net profit (loss) 3 954.53 4 030 403.42

AUDITOR’S OPINION

43

44

KDPW_CCP Spółka Akcyjna ul. Książęca 4

00-498 Warsaw, Poland

Documents

Prezentacja programu PowerPointThe ompany [s corporate bodies are the General Meeting, the Supervisory Board, and the Management Board. General Meeting In 2015, Krajowy Depozyt Papierów