April 2, 2013 FY 2012 Earnings Presentation
Disclaimer NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. This presentation has been prepared and issued by Open Joint Stock Company "MICEX-RTS" (the Company ). Unless otherwise stated, the Company is the source for all data contained in this document. Such data is provided as at the date of this document and is subject to change without notice. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions as defined in Regulation S under the US Securities Act 1933, as amended (the Securities Act), except to qualified institutional buyers as defined in Rule 144A under the Securities Act. Any failure to comply with this restriction may constitute a violation of United States securities laws. The presentation is not an offer or sale of securities in the United States. Moscow Exchange Group has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States. This presentation does not constitute an advertisement or a public offer of securities in any jurisdiction. It is not intended to be publicly distributed in any jurisdiction. This document is only being made available to interested parties on the basis that: (A) if they are UK persons, they are persons falling within Articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (B) they are outside the United Kingdom and are eligible under local law to receive this document. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements. This document does not constitute or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. The information in this document has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information or opinions contained herein. None of the Company, or any of its subsidiaries or affiliates or any of such person's directors, officers or employees, advisers or other representatives, accepts any liability whatsoever (whether in negligence or otherwise) arising, directly or indirectly, from the use of this document or otherwise arising in connection therewith. This presentation includes forward-looking statements. All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, achievements or industry results to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause our actual results, performance, achievements or industry results to differ materially from those in the forward-looking statements include, among other factors: perception of market services offered by the Company and its subsidiaries; volatility (a) of the Russian economy and the securities market and (b) sectors with a high level of competition that the Company and its subsidiaries operate; changes in (a) domestic and international legislation and tax regulation and (b) state policies related to financial markets and securities markets; competition increase from new players on the Russian market; the ability to keep pace with rapid changes in science and technology environment, including the ability to use advanced features that are popular with the Company's and its subsidiaries' customers; the ability to maintain continuity of the process of introduction of new competitive products and services, while keeping the competitiveness; the ability to attract new customers on the domestic market and in foreign jurisdictions; the ability to increase the offer of products in foreign jurisdictions. Forward-looking statements speak only as of the date of this presentation and we expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation as a result of any change in our expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. 2
Group Financial Results: Operating Income and Net Profit Growth 2012 was a challenging year for Moscow Exchange Group Continued global economic uncertainty Decrease in domestic market capitalisation and equities trading volume Challenges of the integration process but the Group showed strong financial results 1 : Operating income: RUB 21,5bn, +27% 2 Expenses: RUB 9,4bn, +23% 2 Net Profit: RUB 8,2bn, +22% 2 Earnings per share: RUB 3,86, +23% 2 EBITDA: RUB 13,7bn, +32% 2 EBITDA margin: 64%, growth vs. 61% in 2011 Operating income, RUB bn +24% 21,5 16,9 11,2 11,1 Expenses, RUB bn +34% 7,7 4,9 3,9 9,4 Net Profit, RUB bn +12% 6,7 5,8 4,8 8,2 Earnings per share, RUB 3,33 2,78 3,14 3,86 2009 2010 3 3 3 2009 2010 2009 2010 2009 2010 3 1 IFRS statements 2 2012 compared to 2011 3 Merger with RTS took place on June 29, 2011 for IFRS purposes +XX% CAGR 2009 2012 3
Unlike Most Peers, Moscow Exchange Showed Operating Income and Net Profit Growth in 2012 Major worldwide exchanges income (revenue) dynamics, USD m -18% 4 552 3749-9% 3 430 3119 2011 2012-10% -7% 1 288 1 163 1 141 1 061 +20% 1 577 693-11% -8% 190 169 91 84 NYSE EURONEXT NASDAQ OMX LSE BM&FBovespa ME JSE WSE Changes in the net profit 2012 vs. 2011-44% -9% n/a 2-12% +20% 1-22% -28% Most exchanges worldwide faced their income (revenue) and net profit fall during the period of decreasing equities trading volumes Due to significant diversification Moscow Exchange is an exception as its 2012 operating income and net profit have increased by 20% 1 Source: Bloomberg (as of April 1, 2013), Moscow Exchange 1 According to the consolidated financial statement (IFRS ) in USD converted at average annual CBR rate for 2011 and 2012 2 There is no quarterly disclosure for LSE net profit (not yet disclosed for 2012FY either) 4
Group Operating Income Breakdown and Dynamics Moscow Exchange operating income structure by key sources, RUB bn Fee&commission and other income 18.5 4,1 4,4 4,6 1,7 1,8 1,7 5,4 2,2 +17% 21.6 5,0 5,9 4,9 5,8 2,4 2,0 Interest income 3,0 2,6 2,4 2,6 2,9 3,2 2,6 2,9 2,9 3,3 Due to significant diversification, Moscow Exchange operating income has increased by 17% despite decreasing securities market trading volumes and velocity Even on decreasing securities market total Fee & commission income increased due to diversification Fee & commission income by market, RUB m, % Securities market Money market FX market Derivatives market Settlement and depositary services +1,4% In 2012, Fee & commission income grew by 1.4%. Lower income from securities (-28%) and derivatives markets (-9%) was offset by strong FX (+31%) and Money Market (+108%) performance 2 264 21% 11% 13% 8% 48% 10213 10359 2 886 2 698 2 536 2 640 2 365 17% 2 336 18% 18% 18% 21% 13% 15% 20% 13% 13% 14% 18% 17% 12% 21% 21% 14% 9% 12% 19% 9% 11% 19% 22% 43% 41% 40% 38% 28% 27% 2 847 18% 11% 18% 25% 28% Source: management accounts 5
Group Interest Income Investment portfolio (average assets volume), RUB bn Investment portfolio structure as of 31.12.2012 +12% RUB286 bn 16% Correspondent accounts in Russian Roubles 245 260 207 213 242 269 291 234 Moscow Exchange Group interest income dynamics, RUB bn 43% 14% 4% 23% Категория 1 Foreign currency deposits and correspondent accounts Deposits in Russian Roubles Securities denominated in a foreign currency Securities denominated in Russian Roubles 2,8 Interest Income RUONIA 2.9% 3,5 4,0 1,7 1,8 1,7 XX% 5,1 4,7 +34% 2,2 2,4 2,0 Return on Group investment portfolio in 2011 and 2012 5,5 5,4 7.4 10.0 3.8% 3,0 6,1 2,6 In 2012 interest income increased by 34% driven mainly by: increase of Group investment portfolio volume by 12% due to the deposited volume of clients funds increase Increase of Russian Rouble interest rates (growth of Group investment portfolio returns from 2.9% to 3.8%) Source: management accounts 6
Securities Market: Trading Volumes, Fee & Commission Income Securities market trading volumes 1, RUB trn, MICEX Index, points 1 763 Equities Bonds MICEX Index 1 653 1 575 1 470 1 412 1 346 1 403 1 461 7,6 7,4 3,0 3,1 8,1 7,5 2,8 2,2 4,7 4,3 5,3 5,3-21% 30,6 24,1 6,4 2,6 5,4 5,8 6,5 2,2 3,3 4,5 3,8 3,1 2,6 2,1 Securities market fee & commission income, RUB m -28% 4 340 3 120 1 078 1 096 1 155 1 011 16 34 61 30 335 252 239 887 800 324 32 720 713 260 78 44 43 185 252 382 726 810 855 658 595 492 418 340 Other Bonds Equities Moscow Exchange was ranked among world's Top- 20 for equity trading volumes and Top-10 for bond trading volumes 2 Securities market trading volumes decreased by 21% compared to 2011, which reflects trends in equity trading on other major exchanges with overall reduction of more than 20% 2 In 2012, securities market income fell by 28% compared to 2011 Major growth drivers in 2013: Increase in foreign investors trading activity as a result of an infrastructure enhancement, which among other things allowed access to bond exchange market for Euroclear and Clearstream Progress in reforms aimed at stimulating demand from domestic investors Privatisation program in the domestic market Entry into force of legislative amendments (in January 2013) to simplify the issuance procedure for exchange traded bonds, which will provide for higher volumes of such bonds placements Source: management accounts 1 Bonds trading volume includes placements 2 Moscow Exchange calculations for WFE member exchanges based on WFE data 3 Other income includes listing and placement fees, admission and membership fees, transaction fees 7
Derivatives Market: Trading Volumes, Fee & Commission Income Derivatives trading volumes, millions of contracts interest rates commodities currencies securities indices 328 313 290 289 251 267 206 124 121 216 101 90 80 99 74 85 105 108 76 57 55 79 80 59 45 59 86 75 100 128 122 63 8 12 11 6 5 5 7 6 250 330 417 377-3% 1 098 1 061 Derivatives market fee & commission income, RUB m -9% 1 374 1 257 280 342 330 305 Source: management accounts 1 Moscow Exchange calculations based on Futures Industry Association data Derivatives trading volumes, millions of contracts 493 +32% 649 +69% -3% 1098 1061 2009 2010 Unfavourable situation in global markets led to lower trading volumes: 9 out of 10 world largest derivatives exchanges have seen their trading volumes fell, their aggregate volumes fell by 33% 1 Low volatility and a steep drop in securities market trading volumes caused reduction in derivatives market trading volumes (number of contracts down by 3%). 2011 was marked by a very significant growth in trading volumes (+69%) so keeping that level in 2012 was a good result. Major growth drivers in 2013: Liberalisation of investment rules for pension and mutual funds Increased activity of foreign investors leading to higher trading volumes in securities and derivatives markets Broadening of instruments list, admission of foreign currency as acceptable collateral Launch of OTC derivatives clearing 8
Money Market: Trading Volumes, Fee & Commission Income Money market trading volumes (including repo with CBR), RUB trn 3,2 Inter-dealer repo Direct repo with CBR MosPrime rate, % 3,8 4,6 5,6 +45% 122,8 178,7 56,5 42,5 44,9 47,6 32,5 33,8 26,5 29,7 1,8 19,9 22,6 25,3 21,4 0,1 5,3 0,0 21,4 26,4 30,6 22,6 24,4 22,2 22,3 22,7 5,3 6,1 Money market fee & commission income, RUB m Direct repo with CBR Inter-dealer repo (equities, bonds) and other +108% 964 2 006 700 570 487 345 483 177 205 237 249 0 0 10 156 320 388 54 177 205 227 189 194 167 182 217 5,6 6,5 Liquidity deterioration and rising interest rates (MosPrime rate has grown from 5,3% in Q1 2012 to 6,5% in Q4 2012) led to an increase in repo market trading volumes especially in direct repo with the CBR in H2 2012 Market liquidity was stimulated by a new repo tariff model introduced in April 2012 Russian Federal Treasury started to place funds on bank deposits via exchange infrastructure in July 2012, it resulted in trading volumes increase in H2 2012 Major growth drivers in 2013: Development of repo with the CCP Exchange repo with collateral management provided by NSD Development of deposit and credit operations, including orders selection services for the Russian Pension Fund assets placement on bank deposits Source: management accounting 9
FX Market: Trading Volumes, Fee & Commission Income FX market trading volumes, RUB trn Курс USD/RUB ЦБ USD CBR RUB exchange rate +34% 87 117 32,1 31,1 Swap Spot 28,3 28,7 24,6 25,0 18,4 14,7 15,7 12,7 12,9 16,2 10,9 11,6 7,4 8,9 8,3 9,5 13,7 15,6 13,5 15,9 17,4 14,9 FX market fee & commission income, RUB m Swap Spot +31% 1 573 2 062 97 114 125 144 96 92 78 65 354 414 362 413 437 384 218 250 33 31 29 27 Increase in trading volumes as a result of favourable market environment due to high volatility of exchange rates for major currencies (primarily USD/RUB) Broadening of client base due to two-tiered access in February 2012 resulted in increase in the number of participants and trading volumes growth Market liquidity was stimulated by optimisation of fee scheme (new tariffs for spot segment) implemented in April 2012 Introduction of new instruments in April 2012 (long-term FX swaps) resulted in increase in trading volumes as well Major growth drivers in 2013: New clients and participants as a result of allowing access to FX market for nonbank brokers and non-residents (as clearing participants) Source: management accounting 10
NSD: Securities in Deposit Volume, Fee & Commission Income Assets in deposit, RUB trn Corporate and regional bonds Securities (DCC and reduced tariff) Other 11,7 11,7 0,2 0,2 1,8 1,6 2,7 2,7 3,0 3,2 +8,7% OBR / OFZ NSD equities 10,9 11,1 10,9 11,0 11,4 0,3 0,3 0,3 0,3 0,3 1,7 1,5 1,4 1,4 1,5 12,1 2,6 2,9 2,9 2,9 2,9 2,8 3,1 3,2 3,0 3,1 3,1 3,2 3,9 4,0 3,3 3,3 3,3 3,5 3,6 3,9 Fee & commission income, RUB m Securities safekeeping Inventory operations Services for issuers Other -1,1% 1 958 1 937 527 485 497 484 492 472 466 473 39 33 29 26 39 49 59 44 32 47 38 30 77 44 38 50 113 110 120 116 103 96 98 98 289 299 293 290 292 294 295 312 0,4 1,7 Source: management accounting OBR Bank of Russia bonds (obligacii banka rossii) In 2012 the volume of assets in deposit increased by 8,7% compared to 2011 Fee & commission income fell by 1,1% mainly due to drop in market activity Major growth drivers in 2013: Since CSD was launched in Russia in November 2012 there are no safekeeping risks for foreign investors in Russian local securities CSD has exclusive rights to open nominee accounts in registrars Foreign Nominee concept: investors participate directly in corporate actions Finality of settlement: issue solved Lower costs: transparent settlement fees (no more high bps registrar fees) 17f-7 eligibility => green light for US funds Euroclear opened nominee account in December 27, 2012, Clearstream in February 13, 2013: Provide settlement services for OFZ transactions Corporate bonds are expected to be added in March-April 2013, equities in 2014 11
Other Income Breakdown and Dynamics Other income, RUB m Software and technical services Information services Commodities market MICEX-IT fees&commissions (ETP) 166 155 159 56 84 65 66 84 87 199 +48% 679 1 002 84 112 101 93 51 43 25 0 3 3 6 7 7 4 8 8 7 211 268 115 93 241 121 112 281 122 110 In 2012 other income grew by 48% and was largely received from information services (41%) as well as software and technical services (47%) All items contributing to other income showed growth in 2012 compared to 2011: income from information services grew by 15%, from software and technical services - by 73%, from commodities market - by 174% and ETP fees & commissions - by 60% Other income breakdown, RUB m +60% 17 27 35 +174% 96 +15% 356 408 +73% 271 470 MICEX-IT fees&commissions (ETP) Commodities market Information services Software and technical services Source: management accounting 12
Group Operating Expenses Breakdown and Dynamics Expenses, RUB m 7 690 +23% Headcount as of year end +9% 8617 9 423 2011 2011 pro-forma 1 2012 In 2012 Group operating expenses according to IFRS have grew by 23% compared to 2011, while proforma results (inclusion RTS results starting 01.01.2011) by 9% Major expense item - personnel expenses - grew by 35% compared to 2011 due to a introduction of stock options programme, payments related to personnel headcount optimization, bonuses related to merger between MICEX and RTS 1 752-6% 1 648 As the merger deal between MICEX and RTS was closed in 2011, there was a significant reduction in professional services expenses (-26%) in 2012 Major expense items, RUB m Synergies were reached in 2012 in rent and office maintenance expenses ( 3%), as well as in advertising and marketing costs ( 3%) 3 598 4 840 1 016 1 116 826 555 International M&A experience shows that synergies are usually achieved during several years after the deal is completed 506 492 496 519 311 362 305 366 219 337 281 273 303 390 Personnel expenses Amortisation of intangible assets Professional services Rent and office maintenance Depreciation of property and equipment Market makers fees Equipment and intangible assets maintenance Taxes, other than income tax Advertising and marketing costs Other Source: IFRS statements 1 Pro-forma under the condition of consolidation with RTS starting 01.01.2011 13
Capital Expenditure Capex, RUB m 589 586 586 regular capex 1224 2012 commissioning of NSD building 1810 2012 Total Most of 2012 capex relates to modernization and renovation costs of new office building on Spartakovskaya sq, which totalled RUB 1,2 bn The key use of capital in 2013 is capitalization of NCC, the CCP for all markets, to meet growing REPO and derivatives trading volumes. Expected additional capital is RUB 9 bn Another medium term capital item is IT CAPEX (Data Centre and unified Trading system development). The total expected investment for the next three years is RUB 1.5 bln for each project. Source: IFRS statements 14
Trading volumes on Moscow Exchange Group markets in Q1 2013 Securities market trading volumes 1, RUB trn, bonds equities -7,3% Derivatives trading volumes, millions of contracts interest rates commodities currencies securities indices +22% 6,4 5,9 3,8 2,0 2,6 3,9 Q1 2012 Q1 2013 263 216 72 85 71 59 110 63 5 8 Q1 2012 Q1 2013 Money market trading volumes (including repo with CBR), RUB trn inter-dealer repo direct repo with CBR Ряд3 FX market trading volumes, RUB trn spot swap Assets in custody, RUB trn bonds equities other +29% +10% +56% 29,7 5,3 38,3 18,9 25,0 27,5 11,6 15,7 11,1 0,3 4,3 17,3 0,4 9,3 24,4 19,4 13,5 11,9 6,5 7,6 Q1 2012 Q1 2013 Q1 2012 Q1 2013 March 2012 March 2013 1 Bonds trading volume includes placements 15
Appendix 16
Shareholder structure Shareholders holding 5% or more of the Ordinary Shares as of February 27, 2013 CBR and a group of state-owned companies own the majority stake of 46% while non-state investors control 54% in Moscow Exchange 32,10% 22,50% Non-state investors are highly diversified and represented by market participants and private equity investors 5,40% 5,40% 5,50% 9,60% 8,00% 5,80% 5,70% Current corporate governance arrangements provide non proportional representation of the non-state shareholders in the Supervisory Board 5 independent directors are represented in the Supervisory Board Central Bank of the Russian Federation Vnesheconombank (VEB) Unicredit Bank VTB Bank Others (including free float) Sberbank EBRD MICEX-Finance* Shengdong Investment Corporation Total amount of shares is 2,378,489,153 Number of treasury shares owned by MICEX-Finance is 157,988,486 (including 58,135,826 option shares) * 100% owned subsidiary of the Moscow Exchange 17
Dividend Policy In Feb 2013 the Company announced its dividend policy: no less than 30% of the IFRS consolidated net profit in respect of the year ended December 31, 2012 no less than 40% in respect of the year ended December 31, 2013 no less than 50% in respect of the year ended December 31, 2014 Based on adopted dividend policy the estimated amount of dividends to be paid in 2013 will be at least RUB 2,5 bn* *subject to corporate approvals 18
Projects Completed in 2012 Attainment of CSD status by NSD Roll out of SPECTRA trading engine for derivatives market Two-tier access to FX market Central Counterparty in all markets DVP settlement for cash transfers through a foreign bank Increased datacentre capacity and dedicated colocation facility Connectivity Point of Presence in London (LD4) Long-term swaps trading on FX market Integration of FX and interest rate derivatives markets of MICEX and FORTS 2013+ Strong Base for further revenue growth Repository services for OTC market Major upgrade of Equities and FX markets trading systems resiliency capability Development of derivatives market product line: equity options, currency options, derivatives on BRICS indices 19
Key projects 2013 T+2 with partial prefunding on securities market Listing modernization REPO with pool of securities Next generation trading and clearing platform (to be completed in 2015) Clearing of OTC derivatives OTC Repository Collateral management system 20