Material agreements

UTP Trading System

In October 2010, the Company and NYSE Technologies SAS executed IT Agreements concerning the delivery of UTP. The IT Agreements of October 2010 cover the following issues:

UTP Delivery Agreement – this agreement provides for a final specification of the system elements enabling cash market and derivative instruments trading, as well as a system delivery and implementation timetable;

Software License Agreement – in this agreement, WSE was granted an exclusive license for an indefinite period to use UTP software developed by NYSE in Poland and in the following countries: Austria, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Lithuania, Latvia, Macedonia, Montenegro, Romania, Serbia, Slovakia, Slovenia, and Ukraine, as well as the right to grant further licenses to the extent set out in the agreement. WSE was granted exclusivity for so long as it will operate its markets with the use of UTP (on the terms and conditions as set out in the agreement), however no longer than 15 years;

Software Maintenance Agreement – this agreement sets out the scope of, and conditions for, the obligations of NYSE Technologies SAS in terms of maintenance and technical support for UTP. The maintenance agreement was executed for 7 years with a 2-year extension option on the part of WSE. Extension of the agreement for further periods of 2 years required an agreement of the parties.

PolPX Shares Sale Agreement of November 8, 2011

On November 8, 2011, WSE signed an agreement to acquire a block of 80.33% of shares of the Polish Power Exchange for PLN 179.4 million; the agreement was finalized on February 24, 2012 when WSE took over a controlling block of PolPX shares.

Under the agreement, the State Treasury, PGE Polska Grupa Energetyczna S.A., PGE Elektrownia Opole S.A., PGE Górnictwo i Energetyka Konwencjonalna S.A., Elektrim S.A., Elektrim-VOLT S.A., Zespół Elektrowni Pątnów–Adamów–Konin S.A., ENERGA S.A., E.ON Energy Trading S.E. (jointly Sellers) sold to WSE 1,164,750 PolPX shares which jointly represent 80.33% of the share capital of PolPX for PLN 154 per share. The total price for all shares representing 80.33% of the share capital of PolPX was PLN 179.4 million.

As at the balance-sheet date of December 31, 2012 and as at the date of preparation of this Report, WSE is the only shareholder of PolPX. WSE paid PLN 213.9 million for 97.67% of PolPX shares acquired in 2012, which implies the company’s aggregate valuation of PLN 219.0 million.

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