National Depository for Securities (KDPW)

1. National Depository for Securities (KDPW)

2. Overview of the Polish Capital Market Polish Financial Supervision Authority (KNF) National Depository for Securities (KDPW) Markets National Bank of Poland(Clearing Bank) Financialinstitutions & Intermediaries Institutional investors Issuers Individual investors

3. KDPW – history & ownership • 1991 – 1994: An integral part of the Warsaw Stock Exchange • 1994 – Present : Independent joint - stock company • 1997 – Clearing of derivatives • 1998 – Multilateralcashnetting for exchange and non-exchange market • 2002 – RTGS introduced • 2003 – First foreign shareslisted and settled • 2009 – New Depository Clearing & Settlement System (NSDR) Current shareholders (since 1999) • The State Treasury - 1/3 • The Warsaw Stock Exchange - 1/3 • The National Bank of Poland - 1/3

4. Main KDPW Responsibilities • Custody of all securities admitted to trading following public issue • Reconciliation and monitoring • Clearing and settlement of transactions executed on regulated markets: the Warsaw Stock Exchange and BondSpot; and outside the regulated markets (New Connect, MTS-Poland) • Processing of corporate actions • Assigning ISIN codes for Polish issues (National Numbering Agency) • Risk management –management of: • Settlement Guarantee Fund covering regulated markets & ATS • Collateral system for derivatives, • Collateralisation of security loans in automatic securities lending - borrowing system

5. Other KDPW Responsibilities Additional Services: • Management of the Investor Compensation Scheme For the Polish Social Security System: • Transfer payments between open-end pension funds • Management of the Pension Guarantee Fund Other: • Membership of European and international associations and working groups • Education, promotion, sponsorship

6. Securities registered in KDPW • All securities admitted to trading in the regulated market must be registered in KDPW • Currently, the following securities are recorded in the KDPW system: • Shares (foreign and domestic) • Bonds (Treasury, Central Bank, Corporate, Municipal, Convertible, EIB, with priorities rights, non-public bonds, mortgage bonds) • Investment Fund Certificates • Derivatives • Futures Contracts (WIG20 index, currency, share) • Index Participation Units • Options (European style), (WIG20 index,share) • Exception:Treasury bills - custody, clearing and settlement inthe National Bank of Poland system

7. Basic principles of Clearing and Settlement • All securities settled in KDPW are dematerialised and transfers are made by book-entrybetween KDPW participant accounts • Mandatory asset segregation (own assets, client assets) • Change of ownership at the moment of book-entryin securities account • DvP Settlement model: • BIS model I, BIS model II • Settlement : • T+2, T+3 - for regulated - market trades – SE, Bond Spot • T+0 to T+n - for non-regulated market transactions – OTC • Two settlement channels: • RTGS DVP 8.00-17.00, FOP 8.00-18.00 • Multiple batch system 7.30-19.00 • Cash leg settlement • CBM - in the National Bank of Poland for PLN and Euro • CLB for other currencies • Settlement liquidity facilities • securities L&B automatic and on-request • repo • buy-in, sell-out

8. Number of investementaccountsoperated by KDPW Participants

9. KDPW inFigures - January 2010

10. KDPW inFigures (2) January 2010

11. Basic principles • Daily settlement schedule: multibatch and RTGS - 6 settlement sessions a day with intra-day finality after each session BATCHES RTGS 7.30 10.30 13.00 15.30 18.30 19.00 Technical 8.00 DVP FOP DVP FOP 17.00 18.30 FOP FOP Technical

12. KDPW in the Polish capital market Post-trading processing flow Seller Buyer Markets Trade Trade Trade execution Trade execution Trade feed = Already matched for settlement Securitiesaccounts of theSeller/ seller’s custodian Securities accounts of the Buyer / buyer’s custodian Cash accounts of the Buyer/ buyer’s custodian cash clearer in NBP Cash accounts of theseller/ seller’s custodian cash clearer in NBP

13. Linkswith foreign CSDs Links created with foreign CSDs (FOP links) in connection with the dual listing of shares on the WSE. More FOP and DVP links planned. Euroclear Sweden EVK

14. Basic principles of dual listing • Foreign sharesquoted on WSE in PLN • Clearing and settlementin KDPW in PLN • Dividendspaid to Polishshareholdersin foreign currency • Transaction finality – entry on the participant’s KDPW account • Sharesneed to be registered on KDPW accountin foreign CSD to be traded on the WSE • The transfer may be settled intra-day (RTGS in KDPW)

15. Principles of KDPW cross-borderlinksFree of Paymenttransfers The links work on a Free of Payment (FOP) basis, which means that securities will be transferred without a corresponding transfer of cash. The links may in future be upgraded to a bilateral DVP link, once a relevant business case has been identified and the appropriate legal conditions have been met.

16. Linkswith foreign CSDs * ** Clearstream Banking Luxembourg *** Euroclear Bank

17. Plans for thefuture 2010

18. KDPW Vision Build a robust capital group by 2013: • Anticipatecompetitivechallenges; • Build a service portfoliobased on state-of-the-art, innovativetechnologies and solutionscreatingvalue for capital market participants; • Supportthe development of a regionalcentrein Warsaw inactiveco-operationwithotherPolish and foreign market participantswith KDPW as themaindepository-settlementinstitutionin Central and Eastern Europe

19. KDPW StrategicGoals

20. www.kdpw.pl