The CEE Stock Exchange Group

Transcription

1 The CEE Stock Exchange Group and 2012: its Annual Capital Report Markets 2012/13

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3 Table of Contents Company Profile 2 Company Activities 4 Financial Results 5 Report of the Supervisory Board 6 Report on Relationships 8 Financial Part 13 Auditor s Report on the Annual Report 30 Contact 32 1

4 Company Profile CENTRAL COUNTERPARTY, a.s. (CCP), a wholly owned subsidiary of the Prague Stock Exchange, is an important part of the trading system at POWER EXCHANGE CENTRAL EUROPE (PXE). CCP acquired an electricity trading licence from the Energy Regulatory Office on 18 May Since 2007, its main activities have included serving as the central counterparty for all trading participants on PXE in the settlement and physical delivery of electricity. The central counterparty provides the following benefits: elimination of risks for trading participants, guarantee of anonymity for trading and clearance, standardized and transparent European model, and direct supervision of the entire process by PXE. 2

5 Contractual Relationships of CCP acting as Central Counterparty with PXE Trading Participants POWER EXCHANGE CENTRAL EUROPE PXE Information Information Daily registration of deliveries for OTE Transmission Operator TSO Trades, limits, participants positions CCP Settlement of differences Daily registration of deliveries for SEPS, MAVIR Information, data stream Information Information, limits Central Securities Depository Prague CSDP Mark-to-market settlement EUR Clearing Bank Entering of orders, registration of OTC trades Deviation clearing Administration of EUR accounts Trading Participant Clearing, administration of accounts Clearing Bank 3

6 Company Activities CCP has successfully continued its main activities as the central counterparty that it commenced in Its success is further evidenced in CCP s financial results and the development of monitored performance indicators. Anticipated future development CCP expects that it will continue to conduct its main operations as the central counterparty for physical delivery of electricity for trades concluded at PXE. Objectives and methods of managing currency risks associated with financial flows Given that contracts for physical delivery of electricity are concluded in euro and that the company maintains its accounting in Czech crowns, exchange rate differences arising during settlement of reciprocal delivery and consumption of electricity result in significant financial gains and losses. These are influenced by: strengthening and weakening of the CZK/EUR exchange rate, the volume of physical delivery and consumption (MWh), and the unit price realized for physical delivery and consumption of electricity at PXE. CCP uses currency derivatives to eliminate the impact of fluctuations in the CZK/EUR exchange rate in connection with the time difference occurring in the settlement of accounts receivable and payable. 4

7 Financial Results Income Statement Revenues from business activities 533 1,240 1,276 Operating expenses Operating profit (+)/loss (-) (267) Net financial income (+)/expense (-) 4,954 (1,281) (403) Profit (+)/loss (-) before income tax 4,687 (947) (72) Income tax deferred 203 (167) 0 Net profit (+)/loss (-) 4,484 (780) (72) Statement of Changes in Equity and Financial Position Share capital 3,000 3,000 3,000 Shareholder s equity 14,381 9,897 10,677 Statutory reserve fund Rentained earnings 11,081 6,597 7,377 5

8 Minutes of the Meeting of the Supervisory Board of CENTRAL COUNTERPARTY, a.s. held on 16 April 2013 Agenda: 1. Report of the Supervisory Board for Discussion of the Report of the Board of Directors on Relationships between Affiliated Undertakings 3. Discussion of the Report on the Financial Results, including the Auditor s Report and the Proposal for the Settlement of Losses The meeting of the Supervisory Board of CENTRAL COUNTERPARTY, a.s. was opened and directed by its member Ing. Petr Koblic with all the other Supervisory Board members present. The meeting was also attended by Mgr. Radan Marek, LLM and Ing. Petr Horáček. 1. The Supervisory Board prepared this Report on the Activities of the Supervisory Board for 2012 and will submit it to Burza cenných papírů Praha, a.s.the Supervisory Board met once in 2012: see the Minutes of the Supervisory Board Meeting of 5 April The Supervisory Board of CENTRAL COUNTERPARTY, a.s. reviewed the Report of the Board of Directors on Relationships between Affiliated Undertakings in Fiscal Year 2012, in which Burza cenných papírů Praha, a.s. is stated as the controlling undertaking and CENTRAL COUNTERPARTY a.s. as the controlled undertaking. The affiliated undertakings include POWER EXCHANGE CENTRAL EUROPE, a.s., Centrální depozitář cenných papírů, a.s., Energy Clearing Counterparty, a.s. and Central Clearing Counterparty, a.s.the Supervisory Board did not identify any circumstances that would suggest that during fiscal year 2012 CENTRAL COUNTERPARTY, a.s. acted - in relation to the controlling undertaking or other affiliated undertakings - in conflict with the generally binding legal regulations, the Articles of Association or the decisions of the sole shareholder, and the Supervisory Board therefore recommends that Burza cenných papírů Praha, a.s., acting as the sole shareholder of CENTRAL COUNTERPARTY, a.s., approve the report. 3. The Supervisory Board discussed the Report on the Financial Results for 2012.The Supervisory Board also studied the auditor s methods and the Auditor s Report for the Shareholders of CENTRAL COUNTERPARTY, a.s. prepared by KPMG Česká republika Audit, s.r.o. The Supervisory Board recommends that the report be approved by Burza cenných papírů Praha, a.s. as the sole shareholder. The Board also recommends the approval of the regular Financial Statements and the Board of Directors proposal for the distribution of profit. The Supervisory Board proposed that the 2012 profit of CZK 4,484,000 and the retained profit of CZK 6,597 be used as follows: CZK 225,000 for the statutory allocation to the reserve fund; CZK 10,854,000 for dividends for 2012, i.e. CZK 3,618 per share. 6

9 After the payment of dividends for 2012, the total undistributed retained profit will amount to CZK 2,000. The date of the next meeting of the Supervisory Board will be determined by the Supervisory Board s chairperson as required. Prague, 16 April 2012 Ing. Petr Koblic Chairperson of the Supervisory Board File number: B kept by the register court in Prague Company name: CENTRAL COUNTERPARTY, a.s. Company ID No.: Registered office: Rybná 682/14, Praha 1 7

10 CCP Report on Relationships between Affiliated Undertakings in Fiscal Year 2012 Report on Relationships between Controlling and Controlled Undertaking and Relationships between Controlled Undertaking and other Undertakings Controlled by the Same Controlling Undertaking in Fiscal Year 2012 In accordance with the provisions of Art. 66a (9) of Act 513/1991 Coll., the Commercial Code, as amended (hereinafter the ComCo ), the Board of Directors of CENTRAL COUNTERPARTY, a.s. hereby issues this Report on the Relationships between the Controlling Undertaking Burza cenných papírů Praha, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert 1773 (hereinafter the Controlling Undertaking or Prague Stock Exchange ) a Controlled undertaking CENTRAL COUNTERPARTY, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert 9145 (hereinafter the Controlled Undertaking or CCP ) for the 2012 fiscal year. The report also provides information on the relationships between the Controlled Undertaking and other affiliated undertakings. These are: - Energy Clearing Counterparty, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert (hereinafter EnCC ); - POWER EXCHANGE CENTRAL EUROPE, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert (hereinafter PXE ); - Central Clearing Counterparty, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert (hereinafter CCC ); - Centrální depozitář cenných papírů, a.s., with its registered office at Rybná 14/682, Prague 1, ID , entered in the Commercial Register kept on file at the Municipal Court in Prague, Section B, Insert 4308 (hereinafter Central Securities Depository ). The Controlling Undertaking holds a 100% stake in the Controlled Undertaking and in EnCC, CCC, and the Central Securities Depository. The Controlling Undertaking, the Controlled Undertaking, and the Central Securities Depository each hold a 33.33% stake in PXE. The report provides a list of agreements entered into between there undertakings during the 2012 fiscal year, other legal steps between the affiliated undertakings in 8

11 CCP Report on Relationships between Affiliated Undertakings in Fiscal Year 2012 their interest, and a list of all measures adopted or executed by the Controlled Undertaking in the interest of or upon request from such undertakings. This report is issued in writing and is included in the Annual Report, in accordance with the applicable regulations. Agreements The business relationships between the Controlling and Controlled Undertakings were regulated by the following agreements during the 2012 fiscal year; on the basis of the agreements the following payments were made to the Controlling Undertaking: Agreement entered into on Agreement title Description Payments (including VAT) 10 April 2008 Agreement on Cooperation in Connection with the Agreement on Services entered into with T- SOFT, spol. s r.o.., as amended by Amendment No. 1 of 30 June 2009 Share of the costs incurred by the Prague Stock Exchange in connection with the development of the ISMS information safety management system according to ČSN ISO/IEC 27001, and a 10% share in the joint ownership of the EMOFF software. - The actual expenses reached amounted to TCZK 0 - Depreciation of intangible assets - EMOFF software, TCZK 8 31 December 2008 Agreement on the Sublease of Non- Residential Premises, in the wording of Amendment No. 1 and 2 The sublease of non-residential premises which the Prague Stock Exchange leases from Burzovní Palác Investment s.r.o., including the lease-rented services and the settlement of the outstanding balance - Total payment of TCZK February 2009 Loan Agreement Provision of a short-term revolving loan for the purpose of payment of VAT to the suppliers of electrical power to PXE, up to the amount of MCZK 300, with the solidarity of the creditors Central Securities Depository, PXE and Prague Stock Exchange. Annual PRIBOR (EURIBOR) % p.a. interest paid of TCZK 86 Share of Prague Stock Exchange credit line of MCZK 240 Furthermore, expenses were re-invoiced between these two entities for consultancy services, the insurance of statutory bodies and liability arising from activities, consultations, and modifications of accounting software, training and the use of a time stamp provided by the Prague Stock Exchange. The re-invoiced expenses amounted to TCZK 12. 9

12 CCP Report on Relationships between Affiliated Undertakings in Fiscal Year 2012 The business relationships between PXE and the Controlled Undertaking were regulated by the following agreements during the 2012 fiscal year; on the basis of the agreements the following payments were made: Agreement entered into on Agreement title Description Payments (including VAT) 1 September 2007 Agreement on the Provision of Services of the Central Counterparty in Connection with Trades Concluded at the Prague Energy Exchange, as amended by Amendment No. 1 of 1 October 2008 Provision of Central Counterparty services CCP claims a share of selected fees collected by PXE for the registration of daily diagrams with TSO, in the amount of 50 % - Total payment of TCZK February 2009 Loan Agreement Provision of a short-term revolving loan for the purpose of payment of VAT to the suppliers of electrical power to PXE, up to the amount of MCZK 300, with the solidarity of the creditors Central Securities Depository, PXE a Prague Stock Exchange. Annual PRIBOR (EURIBOR) % p.a. interest paid of TCZK 38 Share of PXE credit line of MCZK 30 The business relationships between the Central Securities Depository and the Controlled Undertakings were regulated by the following agreements during 2012 fiscal year: Agreement entered into on Agreement title Description Payments (including VAT) 10 February 2009 Loan Agreement Provision of a short-term revolving loan for the purpose of payment of VAT to the suppliers of electrical power to PXE, up to the amount of MCZK 300, with the solidarity of the creditors Central Securities Depository, PXE a Prague Stock Exchange. The loan has not been drawn. Share of Central Securities Depository credit line of MCZK 30 No agreements were entered into between the Controlled Undertaking and EnCC or CCC during the 2012 fiscal year. 10

13 CCP Report on Relationships between Affiliated Undertakings in Fiscal Year 2012 Legal Acts and other Measures On 26 April 2012 the Controlling Undertaking approved, in the form of a decision adopted by the sole shareholder, acting in the capacity of the General Meeting of Shareholders held pursuant to Art. 190 (1) of ComCo, the 2011 Financial Statements of the company and a proposal for the settlement of the loss generated in In addition, it decided to appoint an auditor and re-elected Petr Horáček as a member of the Supervisory Board of the Controlling Undertaking. The 2011 Financial Statements were reviewed by the Supervisory Board, in accordance with the Articles of Association. The member of the Board of Directors of CCP declares on behalf of the Board of Directors that the Controlled Undertaking did not suffer any detriment from the agreements specified above, other measures and steps, or from any other fulfillments accepted or provided. Prague, on 28 March Helena Čacká Member of the Board of Directors 11

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15 Financial Part Translation note This version of the accompanying documents is a translation from the original, which was prepared in Czech. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. 13

16 Balance Sheet as at 31 December December December 2011 Gross Adjustment Net Net TOTAL ASSETS 59,734 (23) 59,711 84,069 B. Fixed assets 20,024 (23) 20,001 20,009 I. Dlouhodobý nehmotný majetek 24 (23) Software 24 (23) 1 9 III. Non-current financial assets 20,000 20,000 20, Equity investments in associates 20,000 20,000 20,000 C. Current assets 39,670 39,670 63,892 II. Long-term receivables Deferred tax asset 204 III. Short-term receivables 39,600 39,600 63, Trade receivables 2,800 2,800 17, Receivables from partners, cooperative members and group entities 30,381 30,381 28, State tax receivables 1,419 1,419 7, Other receivables 5,000 5,000 9,786 IV. Short-term financial assets Cash in hand Cash at bank D. I. Accruals and deferrals Prepaid expenses Accrued income

17 EQUITY AND LIABILITIES 31 December December 2011 TOTAL EQUITY AND LIABILITIES 59,711 84,069 A. Equity 14,381 9,897 I. Share capital 3,000 3, Share capital 3,000 3,000 III. Reserve funds, undistributable fund and other funds from profit Statutory reserve fund IV. Retained earnings 6,597 7, Retained earnings 6,597 7,377 V. Profit or loss for the current period 4,484 (780) B. Liabilities 45,330 74,172 III. Short-term liabilities 45,330 74, Trade payables 23,759 70, Liabilities group undertakings 18,253 3, Liabilities associated companies 2, Payables to employees Social security and health insurance payables State tax payables and subsidies Estimated payables Other payables C. I. Accruals and deferrals 15

18 Income Statement for the year ended 31 December 2012 Year ended 31 December 2012 Year ended 31 December 2011 II. Revenue from production 533 1, Revenue from own products and services 533 1,235 B. Cost of sales Consumed material and energy 1 2. Services Added value C. Personnel expenses Wages and salaries Remuneration of board members Social security and health insurance costs D. Taxes and charges 1 E. Depreciation of intangible and tangible assets 8 8 IV. Other operating income 5 H. Other operating expenses * Operating profit or loss (267) 334 VII. Revenue from long-term investments 5, Revenue from investments in group undertakings and associated companies 5,100 VIII. Income from short-term investments 13 IX. Gain on revaluation of securities and derivatives 3,222 2,837 L. Loss from the revaluation of securities and derivatives 3,902 1,286 X. Interest income N. Interest expenses XI. Other financial income 4,672 9,049 O. Other financial expenses 3,668 12,142 * Financial profit or loss 4,954 (1,281) Q. Income tax on ordinary activities 203 (167) 2. deferred 203 (167) *** Profit or loss for the current period (+/-) 4,484 (780) **** Profit or loss before tax 4,687 (947) 16

19 Statement of Changes in Equity for the year ended 31 December 2012 Share capital Reserve funds, undistributable fund and other funds from profit Retained earnings Accumulated losses Profit/(Loss) for the current period Total equity Balance at 31 December , ,449 (72) 10,677 Distribution of current year profit (loss) Payment of loss from previous years (72) (72) Dividends paid Decrease in share capital Proposed decrease in share capital Deferred tax booked in the first year Profit (loss) for the accounting period (780) (780) Balance at 31 December , ,377 (780) 9,897 Distribution of current year profit (loss) Payment of loss from previous years (780) (780) Dividends paid Decrease in share capital Proposed decrease in share capital Deferred tax booked in the first year Profit (loss) for the accounting period 4,484 4,484 Balance at 31 December , ,597 4,484 14,381 17

20 Cash Flow Statement for the year ended 31 December 2012 Year ended 31 December 2012 Year ended 31 December 2011 P. Opening balance of cash and cash equivalents Cash flows from ordinary activities Z. Profit or loss from ordinary activities before tax 4,687 (947) A.1 Adjustments for non-cash transactions (4,622) (240) A.1.1. Depreciation of fixed assets 8 8 A.1.4. Dividend income and profit shares (5,100) A.1.5. Interest expense and interest income 470 (248) A.* Net operating cash flow before changes in working capital 65 (1,187) A.2. Change in working capital (22,550) 973 A.2.1. Change in operating receivables and other assets 24,114 18,606 A.2.2. Change in operating payables and other liabilities (46,664) (17,633) A.** Net cash flow from operations before tax and extraordinary items (22,485) (214) A.3. Interest paid (173) (8) A.4. Interest received A.5. Income tax paid on ordinary income and change in deferred tax A.7. Dividend income and profit shares 5,100 A.*** Net operating cash flows (17,548) 31 Cash flows from investing activities B.1. Fixed assets expenditures (1) B.*** Net investment cash flows (1) Cash flows from financing activities C.1. Change in payables from financing 17,515 C.*** Net cash flows from financing activities 17,515 F. Net increase or decrease in cash and cash equivalents (33) 30 R. Closing balance of cash and cash equivalents

21 Notes to the Czech Statutory Financial Statements for the year ended 31 December GENERAL INFORMATION 1.1. Incorporation and description of the business Centrální depozitář, a.s. with its registered office at Prague 1, Rybná 14, was incorporated through a deed of foundation dated 21 November Burza cenných papírů Praha, a.s. ( BCPP ), registered by the Municipal Court in Prague, File B, Insert 1773 is its sole founder. Centrální depozitář, a.s. was entered in the Commercial Register maintained by the Municipal Court for Prague 1 on 3 March 2004 and the corporate details of the Company are maintained in the Commercial Register held at the Municipal Court in Prague, File B, Insert On 20 June 2007 the name of Centrální depozitář, a.s. was changed in the Commercial Register to CENTRAL COUNTERPARTY, a.s. ( the Company ). The Company s business activities comprise trading in electricity and activities of entrepreneurial, financial, organizational and economic advisors. Wiener securities exchange CEESEG AG is the majority shareholder of Burza cenných papírů Praha, a.s. The composition of the Board of Directors as at 31 December 2012 was as follows: Helena Čacká Position Sole member of the board of directors with the competency of Board of Directors The composition of the Supervisory Board as at 31 December 2012 was as follows: Petr Koblic Radan Marek Petr Horáček Position Member Member Member There were no changes in statutory bodies in Organizational structure The Company is represented by its statutory body. 2. ACCOUNTING POLICIES These financial statements have been prepared in accordance with generally accepted accounting principles in the Czech Republic and have been prepared under the historical cost convention. Derivatives, securities and investments (except for investments in controlled entities/subsidiaries and associates) are shown at fair value. Data in these financial statements are presented in thousands of Czech crowns (TCZK) unless stated otherwise Investments in associates Investments in associates represent enterprises over which the Company has significant influence, i.e. the power to participate in the financial and operating policy decisions, but not control ( the associate ). Investments in associates are recorded at acquisition cost less an impairment provision, if applicable. 19

22 2.2. Other securities and investments The Company classifies all debt securities as held-to-maturity. Investments with a fixed maturity that management has the intent and ability to hold to maturity are classified as held-to-maturity and are included in non-current assets, unless the date of maturity falls within 12 months of the balance sheet date. All securities and investments are initially recorded at cost, including transaction costs. Held-to-maturity investments are subsequently accounted for at amortized cost Receivables Receivables are stated at their nominal values less impairment provision for bad debts. A provision for bad debts is created on the basis of an ageing analysis and individual evaluation of the recoverability of the receivables Cash and cash equivalents Cash and cash equivalents include cash in hand, stamps and vouchers and cash in banks, including bank overdrafts. Cash equivalents are short-term highly liquid investments that can be exchanged for a predictable amount of cash and no significant changes of value over time are expected. Cash equivalents include deposits with a maturity of less than three months from the date of acquisition and liquid commercial paper traded in public markets Foreign currency translation Transactions denominated in a foreign currency are translated and recorded at the exchange rate prevailing as at the transaction date. Trades in electricity, whose settlement is done in EUR, are translated using the daily exchange rate of the Czech National Bank valid at 14:30 local time on the day of physical delivery of electricity. Cash, receivables and liabilities balances denominated in foreign currencies have been translated at the exchange rate published by the Czech National Bank as at the balance sheet date. All exchange gains and losses on cash, receivables and liabilities balances are recorded in the income statement Derivative financial instruments Derivative financial instruments including foreign exchange contracts, currency swaps and other derivative financial instruments are initially recognized in the balance sheet at cost and subsequently re-measured at their fair value. Fair values are obtained from quoted market prices, discounted cash flow models and option pricing models, as appropriate. All derivatives are presented in Other receivables or in Other payables when their fair value is positive or negative, respectively. Changes in the fair value of derivatives held for trading are included in Other financial income and Other financial expenses Revenues Revenues are recognized when services are provided net of discounts and Value Added Tax Interest expense All interest expenses are accrued and expensed. 20

23 2.9. Deferred tax Deferred tax is recognized on all temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Deferred tax assets are recognized if it is probable that sufficient future taxable profits will be available against which the assets can be utilized Related parties The following are considered to be the Company s related parties: shareholder, of which the Company is a subsidiary or an associate, directly or indirectly, and subsidiaries and associates of this shareholder; members of the Company s statutory and supervisory bodies and management and parties close to such members, including entities in which they have a controlling or significant influence; subsidiaries and associates. Material transactions and outstanding balances with related parties are disclosed in Notes Cash Flow Statement The Company has prepared a cash flow statement following the indirect method. Cash equivalents represent short-term liquid investments, which are readily convertible for a known amount of cash Subsequent events The effects of events, which occurred between the balance sheet date and the date of preparation of the financial statements, are recognized in the financial statements if these events provide further evidence of conditions that existed as at the balance sheet date. Where significant events occur subsequent to the balance sheet date but prior to the preparation of the financial statements, which are indicative of conditions that arose subsequent to the balance sheet date, the effects of these events are disclosed, but are not themselves recognized in the financial statements Changes in accounting policies The Company made no changes in accounting policies in 2012 and Used abbreviations BCPP PXE CDCP Burza cenných papírů Praha, a.s. POWER EXCHANGE CENTRAL EUROPE, a.s. Centrální depozitář cenných papírů, a.s. 3. ADDITIONAL INFORMATION ON THE BALANCE SHEET AND INCOME STATEMENT 3.1. Fixed assets Intangible fixed assets Investments in associated companies The Company owns a 33% share in POWER EXCHANGE CENTRAL EUROPE, a.s. ( PXE ) with its registered office at Rybná 682/14, Praha 1. The registered capital of PXE amounts to TCZK 60,000 and its profit for 2012 amounts to TCZK 5,872 (profit for 2011 of TCZK 11,566). Intangible fixed assets software The Company owns a 10% share in EMOFF software co-ownership amounting to TCZK 23 and 1% share in co-ownership of software for data boxes. The total value of intangible fixed assets is TCZK 24 as at 31 December 2012 (2011: TCZK 24), and accumulated depreciation amounts to TCZK 23 (2011: TCZK 15). The net book value amounts to TCZK 1 (2011: TCZK 9). 21

24 Fixed assets can be analysed as follows: 31 December December 2011 Fixed assets 20,001 20,009 Software 1 9 Investments in associated companies 20,000 20, Leased assets The Company has the following contractual payables from operating leases and rent: As at 31 December 2012 As at 31 December 2011 Due within 1 year Due in 1 to 5 year Due in more than 5 years Total As at 31 December 2012 the Company has concluded an agreement for rent of the premises. The total amount of rent paid in 2012 was TCZK 83 (2011: TCZK 78) Long-term receivables Long-term receivables can be analysed as follows: 31 December December 2011 Long-term receivables 204 Deferred tax asset 204 In 2012 the Company released the deferred tax receivable from the tax losses from previous periods as the Company does not expect to use it. As at 31 December 2012 this receivable amounts to TCZK Short-term receivables Short-term receivables can be analysed as follows: 31 December December 2011 Trade receivables 2,800 17,827 State tax receivables 1,419 7,663 Receivables due from VAT group 30,381 28,309 Other receivables 5,000 9,786 Receivables from fixed term operations (FX swap, FX forward) 269 Receivables from related parties (CDCP) 4,517 Available financial collateral in OTE 5,000 5,000 Total short-term receivables 39,600 63,585 No trade receivables are overdue, their remaining time to maturity does not exceed five years and they are not secured. Item State tax receivables contains VAT from received payments. These payments were received after 1 January 2013 and will be recorded in the VAT return for January

25 The Company is member of a VAT group since 1 January Receivables due from the VAT group are formed by excess VAT deductions of TCZK 14,992 in November 2012 and TCZK 15,389 in December 2012 (2011: in November TCZK 13,445 and in December TCZK 14,864). The group representative is BCPP Short-term financial assets Short-term financial assets can be analysed as follows: 31 December December 2011 Cash in hand and cash in transit 4 1 Cash at bank out of which: current account in CZK current account in EUR 3 7 Total cash and cash equivalents Accruals and deferrals 31 December December 2011 Prepaid expenses Insurance Other expenses Accrued income 8 4 Total accruals and deferrals Equity The Company s share capital of TCZK 3,000 recorded in the Commercial Register is split into 3,000 registered shares with a nominal value of TCZK 1,000 each. The Company is fully owned by Burza cenných papírů Praha, a.s. The statutory reserve fund is created from the profit of the Company according to law and may not be distributed to shareholders, but may be used to offset losses. The statutory reserve fund amounts to TCZK 300. According to the sole shareholder decision s, which constituted a resolution of the Company s General meeting, the 2011 loss amounting to TCZK 780 was reimbursed by the decrease of Retained earnings from previous years. Retained earnings (after decrease by the 2011 loss) amount to TCZK 6,597. The Company incurred a profit of TCZK 4,484 for the 2012 accounting period Long-term liabilities The Company had no long-term liabilities. 23

26 3.8. Short-term liabilities Short-term liabilities can be analysed as follows: Category 31 December December 2011 Trade payables 23,759 70,491 Liabilities group undertakings (BCPP) 18,253 3,651 Liabilities associated companies (PXE) 2,913 Payables to employees 6 6 Social security and health insurance payables 4 3 Tax payables 2 2 Estimated liabilities Other payables Total short-term liabilities 45,330 74,172 Trade payables represent mainly payables to electric power suppliers (physical electric power supply traded at PXE). The Company has a general loan agreement with BCPP, CDCP and PXE. As at 31 December 2012 the Company drew a loan from BCPP of TCZK 18,253 including interest expenses (2011: TCZK 3,651) and loan from PXE of TCZK 2,913 (2011: TCZK 0) including interest expenses. All payables are due Income Tax With respect to a realized loss in 2010 and 2011, the Company did not reimburse any income tax advances in The Company realized a profit in 2012 because of dividend received from PXE. Without this dividend the Company would have a tax loss in the amount of TCZK Bank loans and other borrowings The Company has a general agreement with Komerční banka, a.s. to provide financial services, including a facility with a credit limit of TCZK 100,000. The Company did not draw an overdraft loan as at the end of 2012 and Financial derivatives Changes in the fair value of trading derivatives are recorded in the income statement. Certain derivative transactions, although providing effective economic hedges under the Company s risk management positions, do not qualify for hedge accounting under the Czech accounting rules. Therefore, they are presented as trading derivatives. 24

27 Foreign exchange derivatives can be analysed as follows: Positive fair value Negative fair value 31 December December 2011 Notional amount Positive fair value Negative fair value Notional amount Trading financial derivatives FX forwards ,957 FX swaps , ,455 Total , , Revenues from ordinary activities Revenues from ordinary activities consist of the following: Year 2012 Year 2011 Central counterparty services 533 1,235 Total revenues from own services 533 1,235 Revenues represent fees for central counterparty services provided to POWER EXCHANGE CENTRAL EUROPE, a.s. All revenues from ordinary activities were realized in the Czech Republic Financial income Financial income consists of the following: Year 2012 Year 2011 Dividends paid from PXE 5,100 Revenue from short-term financial investments 13 Gains on revaluation of securities and derivatives 3,222 2,837 Interest income from bank accounts and available collateral in OTE Other financial income foreign exchange gains 4,672 9,049 Total financial income 13,004 12,156 Foreign exchange gains arise mainly from deliveries of electricity paid in EUR. 25

28 3.14. Cost of sales Cost of sales consists of the following: Year 2012 Year 2011 Rental of non-residential premises Services relating to rental of non-residential premises Advisory services 2 Audit services Payroll services Settlement of differences with OTE Other services Total cost of sales Fees paid and payable to the auditor are disclosed in Note Financial expenses Financial expenses consist of the following: Year 2012 Year 2011 Losses from revaluation of securities and derivatives 3,902 1,286 Interest expense BCPP, PXE, CDCP loan Interest expense credit line drawing 48 5 Other financial expenses foreign exchange losses 3,598 12,073 Other financial expenses bank charges, charges for bank guarantee Total financial expense 8,050 13,437 Foreign exchange losses arise mainly from deliveries of electricity paid in EUR Employee analysis Average number for year 2012 Average number for year 2011 Board of Directors 1 1 Other employees 4 4 Total 5 5 Employees work in the Company based on agreements to perform work. Personnel expenses consist of the following: Year 2012 Year 2011 Personnel expenses of employees Personnel expenses of Board of Directors and Supervisory Board Social security and health insurance expenses Total personnel expenses Members of the Board of Directors and Supervisory Board were not granted loans, borrowings or other benefits. 26

29 3.17. Related party transactions All material transactions with related parties were realized based on the arm s length principle. Related party Year 2012 Year 2011 Billed expenses Cleaning and other services BCPP Interest expense BCPP Interest expense PXE 42 1 Total billed expenses Billed revenues Sales of own products and services PXE 533 1,235 Total billed revenues 533 1,235 Related party 31 December December 2011 Receivables Trade receivables PXE Receivables due from VAT group BCPP 30,381 28,309 Other receivables CDCP 4,517 Prepaid expenses BCPP Accrued revenues PXE 8 Total receivables and accruals 30,461 32,970 Liabilities Trade payables BCPP 1 Other payables CDCP 242 Estimated payables BCPP 8 10 Short-term borrowings incl. interest expense BCPP 18,253 3,651 Short-term borrowings incl. interest expense PXE 2,913 Total liabilities 21,416 3,662 Receivables due from the VAT group or its BCPP representative are formed by excess VAT deductions for November and December 2012, see paragraph 3.3. Other receivables represented EUR bank accounts, which are administered by Centrální depozitář cenných papírů, a.s. for the purposes of settlement of payables and receivables from the electrical energy supply. 27

30 4. AUDIT FEE Information about the audit fee due to the company KPMG Česká republika Audit, s.r.o. are disclosed in the notes to the consolidated financial statement of the parent company, Burza cenných papírů Praha, a.s. 5. CONTINGENT LIABILITIES The Company obtained a bank guarantee of TCZK 20,000 from Komerční banka. The guarantee was granted in order to fulfil conditions set by the Contract of Deviations settlement and Contract with OTE, a.s. for access to the electricity market. The management of the Company is not aware of any other significant unrecorded contingent liabilities as at 31 December POST BALANCE SHEET EVENTS No events have occurred since the balance sheet date that would have a material impact on the financial statements as at 31 December Prague, 15 March 2013 Helena Čacká Member of the Board of Directors 28

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34 Contact CENTRAL COUNTERPARTY Rybná Praha 1 Czech Republic 32

35 Consulting of content and production: B.I.G. Prague,

36 CENTRAL COUNTERPARTY, Rybná 14, Praha 1, Czech Republic