Organization of the WSE Group

As at 31 December 2013, the WSE Group was comprised of Warsaw Stock Exchange (the parent entity) and its five subsidiaries. In addition, WSE held shares in two associates.

Subsidiaries and associates of Warsaw Stock Exchange as at 31 December 2013 and the share held by WSE in these companies’ share capital.

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The subsidiaries are fully consolidated from the date on which the control is taken over while the investment in associates is measured with the equity method.

In addition to the above mentioned subsidiaries and associates, as at 31 December 2013, the parent entity held shares also in other companies:

  • Aquis Exchange Ltd.,

  • INNEX PJSC, 

  • S.C. Sibex – Sibiu Stock Exchange S.A.

The Group has no branches or ventures.

In Q2 2013, Instytut Rynku Kapitałowego – WSE Research (IRK) took over media activities from WSEInfoEngine (WSEIE). At this time, the activity of IRK focuses on the provision of IR/PR support services to companies listed on WSE and organisation of capital market training. WSE IE is a trade operator on the commodity market and develops an offer of services for commodity market participants.

WSE COMMODITIES S.A.

In Q3 2013, WSE initiated the reorganisation of the WSE Group by concentrating the commodity market activities within WSE Commodities, a holding 100% controlled by WSE. WSE acquired 100% of shares of WSE Commodities Sp. z o.o. on 28 August 2013. The purchase price of the shares was PLN 13,450. WSE increased the share capital of WSE Commodities Sp. z o.o. by PLN 95,000 to PLN 100,000. WSE Commodities Sp. z o.o. was transformed into a joint-stock company on 3 January 2014.  WSE intends to transfer to WSE Commodities 100% of shares held in PolPX Group companies and WSEInfoEngine. Considering the current and planned scope of activity of PolPX, WSEIE and WCCH, WSE expects that the concentration of these companies within a specially established holding will provide potential business benefits.

Furthermore, with a view to tax optimisation of the reorganisation of the Group and its activity, WSE decided to set up a tax group comprised of WSE and WSE Commodities. Consequently, on 28 August 2013, WSE and WSE Commodities signed an agreement concerning the creation of a tax group for a period of three fiscal years starting on 1 December 2013 and ending on 31 December 2016 (the first fiscal year will be 13 months long). The agreement was registered by the First Tax Office in Warsaw on 3 October 2013.

AQUIS EXCHANGE LIMITED

In Q3 2013, WSE signed an agreement concerning acquisition of new issue ordinary shares of Aquis Exchange Limited. The Company acquired 153,609 shares of Aquis Exchange in August 2013. The acquisition of another 230,416 shares was finalised in February 2014 and was a subject to the following conditions:

  • approval of UK’s Financial Conduct Authority (FCA) for Aquis Exchange to operate as a multilateral trading facility (MTF) – the condition was fulfilled in November 2013; and

  • FCA’s approval for WSE to increase its stake in Aquis Exchange – the condition was fulfilled in February 2014.

As of the publication date of this Report, the Company holds 384,025 Aquis Exchange ordinary shares representing 39.06% of the number of total shares and simultaneously 32.61% of economic and voting rights in Aquis Exchange.

Ultimately, after completion of the process of capital raising by Aquis Exchange, 384,025 shares acquired by the WSE should represent 36.23% of the number of total shares and entitle the WSE to 30.00% of economic and voting rights in Aquis Exchange. The shares acquired entitle WSE to appoint two directors on the Aquis Exchange Board of Directors. As of the publication date of this Report, the representatives of the WSE in the Aquis Exchange Board of Directors are Adam Maciejewski, President & CEO of Warsaw Stock Exchange and Paweł Czupryna, Advisor to the WSE President & CEO.

Aquis Exchange Limited was established in October 2012 to operate a pan-European equities trading exchange (MTF) and to develop and offer state-of-the-art exchange technologies. On 4 November 2013, Aquis Exchange received approval from UK’s Financial Conduct Authority (FCA) to operate as a Multilateral Trading Facility (MTF). Aquis Exchange launched on 26 November 2013 offering trade in blue-chip stocks in London, Paris and Amsterdam. German blue-chip stocks were added on 22 January 2014. Aquis Exchange is planning to add stocks from further West European markets in 2014. Aquis Exchange is set to revolutionise the European trading landscape by its introduction of subscription pricing and innovative order types. The company was founded by Alasdair Haynes, who has more than 30 years of experience on the financial market. He is a former CEO of Chi-X Europe, an MTF which became the European leader  and merged with Europe BATS Global Markets to form Europe’s largest equities trading platform by volume of trade.

REPRESENTATIVE OFFICE IN UKRAINE

Since 2008, the Group has operated a Representative Office in Kiev (Ukraine), which operations focus on promoting WSE amongst Ukrainian investors, issuers and financial intermediaries. The Representative Office has no separate legal personality and does not carry on any profit earning independent business operations. In all its activities, the Representative Office acts on behalf and for WSE to the extent stipulated in the Representative Office’s Statutes and powers of attorney granted by the WSE Management Board, always in compliance with the laws of Ukraine.