Bucharest Stock Exchange Presentation

Investment positives
Operator of the leading Romanian cash & derivatives markets

Integrated Group: Trading, Clearing, Settlement and Registry Systems

Market cap of approx. EUR 34.6mn, cash equals 45% of the Market Cap

100% free-float, no major shareholder

Rich cash position, close to zero leverage

Stable dividend policy with 100% payout ratio, after legal reserves

Stock price close to historical lows, but with good perspectives in privatization process

www.bvb.ro

Markets operated by BVB

Regulated spot market

Shares and rights (issued by local and international entities) Corporate and municipal bonds Government securities

Alternative trading system

Securities issued by Romanian companies not qualified for the regulated market

Bucharest Stock Exchange

Foreign stocks listed on developed markets and traded at BVB

Structured products
Fund units Tradable UCITS (ETFs)

Regulated derivatives market

Futures contracts with shares, indices, commodities and exchange rates as underlying assets

RASDAQ market
Shares and rights issued by Romanian entities are traded, most of them coming from the mass privatization programme

BVB indices
BET
Reference index for BVB

BET-BK
Most liquid 25 listed companies

BET-C
All companies listed on BVBs regulated market, 1st and 2nd Tier, excepting the SIFs

Most liquid 10 listed companies

Can be used as a benchmark by fund managers

BET-FI
Sectorial index including the 5 SIFs and Fondul Proprietatea

BET-NG
Sectorial index for energy and utilities

BET-XT
Blue chip index Most liquid 25 listed companies

ROTX
Developed by BVB together with Wiener Boerse Follows the same principles as the CECE Index family Includes most liquid blue chip stocks traded at the BVB

BVB Group
Bucharest Stock Exchange Cash & Derivatives Trading

BVB Shareholding Structure as of June 30, 2013

Romanian institutional investors, 69.33%

Romanian private individuals, 17.72%

69%

52.5%

62.3%

100%

International institutional investors, 11.03% International private individuals, 1.92%

Central Depositary
Cash Market Clearing Settlement Registration

Bucharest Clearing House

Derivatives Market Clearing

Investors Compensation Fund

Corporate Governance Institute

According to the current provisions of the law, BVB shareholders may not own more than 5% of the total voting rights (directly or indirectly). The intention to acquire more than 5% should be disclosed to the Stock Exchange and the market Regulator

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Board of Governors & CEO

Unitary management system

Board of Governors
Lucian Anghel (BCR) President

Chief Executive Officer

Ludwik Sobolewski

Adrian Lupsan Vice-President Dan Paul (Brokers Association) Vice-President Robert Pana (Swiss Capital) Secretary General Valerian Ionescu (BCR) Member Matjaz Schroll (Franklin Templeton) Member Narcisa Oprea (Schoenherr & Associates) Member Stere Farmache Member Octavian Molnar (SSIF IFB Finwest) Member

Appointed by the Board of Governors on July 1 st Mandate to start after FSA endorsement Former President and CEO of the Warsaw Stock Exchange between 2006 and 2013 Former Executive VicePresident of the National Depository (and Clearing House), also serving as chairman of Supervisory Boards of, among others, the National Depository for Securities, the Polish Power Exchange and BondSpot (a company organizing market for government bonds)

Strategic priorities
1.

Support the successful closing of the state companies public offers

2.

List new companies on the Bucharest Stock Exchange and increase number of active investors

3.

Develop capabilities, products and services offered by the Bucharest Stock Exchange Group

4.

Improve the corporate governance and functioning of the Bucharest Stock Exchange as a Group

5.

Simplify and improve the regulations, reduce bureaucracy and apply international best practices
Increase the visibility of the Bucharest Stock Exchange and of the issuers, along with increasing the awareness of the important role that the Romanian capital market is playing Develop dialog between the Bucharest Stock Exchange and relevant institutions/authorities

6.

7.

8.

Increase the educational role of the Bucharest Stock Exchange

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Main current projects

The establishment of a Central Counterparty (a joint project along with the Central Depositary and Sibex) the opportunity of a foreign CCP is currently being analyzed The clarification of RASDAQ markets status the process is in an advanced stage, with several draft laws submitted to the Romanian Parliament Encouraging short selling and securities lending (a joint project with the Central Depositary) The separation of the trading environment from post-trading and aligning to international standards (joint project with the Central Depositary) advanced stage The improvement in coordination of operations at BVB Group level incipient stage Corporate Governance project along with EBRD, aimed at developing corporate governance and reporting practices for Romanian listed companies recently launched Promotion of corporate governance and post-listing transparency for state-owned companies to be privatized through the capital market Promotion of financing alternatives, a program targeting Romanian SMEs (events, oneon-one meetings, informative materials, editorial project with wall-street.ro Romania Discovers the Stock Exchange)

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Corporate Governance
CG at the Bucharest Stock Exchange
BVBs Articles of Incorporation include all matters related to Corporate Governance, including shareholders rights, management, functioning, shareholder meetings, special committees an so on. There have been requests from BVBs shareholders to change the current unitary management system into a dual system. The proposals are being analyzed by the Board, according to the legal framework in force.

In 2011, BVB adhered to The Corporate Governance Code and included a dedicated chapter in the Annual Report, while last year BVB started preparing the Comply or Explain Statement.

CG among market participants

BVB also supports the improvement of Corporate Governance practices among participants on the capital market. Such efforts materialized into a cooperation agreement with OPSPI (the Office of State Ownership and Privatisation in Industry), through which BVB, through its Corporate Governance Institute, would provide state-owned companies with consultancy services to prepare them in view of their privatization/listing. Moreover, a 2-year joint project with EBRD started this year, focusing on the development of the corporate governance and reporting practices of local listed companies, under the review and implementation of the Romanian CG Code.

BVB in the region

Domestic Market Cap (EURbn) - Main market (end-Jun 13)
123.8 66.6 4.8 CEESEG Ljubljana 5.4 Bulgarian Stock Exchange 11.9 BVB 15.6 CEESEG Budapest 22.0 CEESEG Prague Athens Exchange CEESEG Vienna Warsaw Stock Exchange 75.6

Market Cap change

Exchange Athens Exchange Bulgarian Stock Exchange CEESEG Budapest BVB CEESEG Ljubljana CEESEG Vienna Warsaw Stock Exchange 2012 30.8% -21.1% 7.6% 11.7% 0.8% 22.4% 25.4% -3.5% 2013* 95.7% 7.4% -0.6% -1.5% -2.2% -6.0% -8.1% -21.9%

Number of listed companies - Main market (end-Jun 13)

257

330

28 CEESEG Prague

52

61

80

98

103

CEESEG Budapest

CEESEG Ljubljana

BVB

Bulgarian Stock Exchange

CEESEG Vienna

Athens Exchange

Warsaw Stock Exchange

Main stock market turnover in Jan-Jun 2013 (EURmn/day)

258.6

74.0 1.2 CEESEG Ljubljana 3.1 Bulgarian Stock Exchange 6.2 BVB 21.2 CEESEG Prague 30.4 CEESEG Budapest Athens Exchange

77.8

CEESEG Prague
Warsaw Stock Exchange

CEESEG Vienna

*Data for Jan-Jun 2013. Calculations in EUR terms

Source: BVB, FESE

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Trading activity statistics

Most traded companies (YTD*) Average daily turnover (EURmn)
Symbol
0.4 0.5 0.6 1.3 2.5 1.2 9.2 7.7 6.7 4.8

Company
Fondul Proprietatea OMV Petrom

% of Avg. daily turnover turnover (EURmn) 46.8% 9.6% 3.16 0.66

FP
0.6

SNP
1.3

BRD TLV SIF3

BRD Groupe Soc. Gen.

Banca Transilvania SIF Transilvania Erste Group Bank AG SIF Oltenia SIF Moldova S.N.T.G.N. Transgaz SIF Banat Crisana

6.3%
5.9% 5.1% 4.8% 4.2% 4.0% 3.1% 2.9%

0.43
0.41 0.34 0.32 0.29 0.27 0.21 0.19

EBS
SIF5 SIF2 TGN SIF1

5.3

*until July 15, 2013. Public offers are not included. 2009 2010 2011 Bonds 2012 2013 YTD

Shares/Fund Units *until July 15, 2013

Structured products

With the listing of Fondul Proprietatea, BVB achieved in 2011 one of the highest ADT growth rates in Europe. In 2012, ADT declined on macro and political uncertainties. The structured products segment was the most dynamic at BVB: ADT tripled in 2011 yoy (from a small base) and increased by 50% yoy in 2012.

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Turnaround trades
The turnaround settlement for OTC transactions was implemented in March 2012, possible for all listed shares on BVB

As OTC turnaround trades are linked to at least one correspondent trade concluded on BVB, such service delivers substantial efficiencies to the market players by creating further opportunities for non-resident investors, with an easier access to Romanian financial instruments, including those which are subject to public offerings.
Thus, it is easier to access domestic financial instruments, allowing international market players to expand their global business with the Romanian securities. The launch of the turnaround settlement service adds significant value to the new infrastructure improvements delivered by BVB Group in recent years (such as omnibus accounts), striving to be fully aligned to European industry standards and paving the way to increased market accessibility an important step in increasing liquidity. As a result, EUR 78mn worth of trades were settled in H1 2013, accounting for approx. 6% of all settlements made by the Central Depositary during the same period. In the region, turnaround trades account for 40-45% of all settlements on average, therefore there is significant potential for the local market to grow in terms of liquidity, supported by such trades.

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Estimated Romanian privatization agenda

Company Sector Market Cap/ Fair value (EURmn) 534 Gov. stake 73.5% Stake of the public offering 15% Offering value (EURmn) What is for sale Status

Transgaz1

Gas transmission
Power generation Gas production Electricity distribution Power generation

Approx. EUR 72mn

>80 >250

Existing shares

Finalized 4 16 April 2013

Expected in Q3 2013 Expected until end-October 2013 Expected in Q4 2013

Nuclearelectrica2 Romgaz3

90.3% 85.0%

10% 15%

Capital increase Existing shares Capital increase by 105%

Electrica
CE Oltenia

100%
77.2%

105%5
12%5

>100
>70

Capital increase Expected in Q4 2013 by 15.29% Q1 2014 Postponed after the company exits insolvency (which took place in Jun 2013). Expected in Q1-Q2 2014

Hidroelectrica4

Power generation

80.1%

10%5

>250

Capital increase by 12.49%

1. Consortium intermediating the offering: Raiffeisen Capital & Investment, Wood & Company Financial Services and BT Securities 2. Consortium intermediating the offering: Swiss Capital and BT Securities 3. Consortium intermediating the offering: Goldman Sachs, Erste Group Bank, BCR, Raiffeisen Capital & Investment and Intercapital Invest 4. Consortium intermediating the offering: Citigroup, Societe Generale, BRD-GSG and Intercapital Invest 5. Percent of the share capital before the share capital increase Source: Government, BVB

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Recent events
Subscriptions breakdown by geography
Domestic 31%

15% stake sold by the Romanian State SPO period: 4-16 April 2013 Worth of approx. EUR 72mn 2-week roadshow, with more than 100 investors contacted 3 tranches: one for institutional investors (85% of the offer), two for retail investors, with discounts for the small subscriptions tranche (3% and 5%, depending on the day when the subscription was made) SPO price for institutionals: RON 179/share Closed book for the institutional tranche Significant oversubscription for the two retail tranches
Source: Raiffeisen Capital & Investment

International 69%

The notable oversubscription for all three tranches, as well as the resulting 5 times increase in average daily turnover after offer was finalized, proved once again the significant interest in new shares that reach the market. By extrapolation, any new companies listed at BVB, be either state-owned or private, will attract similar attention, if not higher, given the new flavor they would represent and investors significant need to diversify their portfolios.

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Corporate bonds at BVB

5-year, RON-denominated corporate bonds, maturing on 30 Oct 2017 Interest rate: 7.40%/annum Public offer period: 17-23 October 2012 Started trading at BVB on 20 November 2012 Offer value: RON 250mn (approx. EUR 55mn) First time the closed book mechanism was used by BVB for public offers

5-year, RON-denominated corporate bonds, maturing on 15 Jun 2018 Interest rate: 6.35%/annum Public offer period: 14-21 June 2013 Started trading at BVB on 2 July 2013 Offer value: RON 550mn (approx. EUR 123mn) following the significant oversubscription (by 10%) Closed book mechanism, with subscriptions of more than 30 local and international institutional investors, including EBRD and IFC, investment funds, pension funds, insurance companies, banks

Both BVB and the Financial Supervisory Authority (FSA) have acknowledged the importance of bond issues as alternatives to traditional financing through bank loans and as gateways to the capital market, and thus both institutions have taken steps to decrease related costs with a view to encouraging such public offers, as follows: BVB has suspended its fee for applied to the buy value for the initial sale offers, to the primary sale public offers, to the other primary methods for bond sale, during Jun 1, 2013 Dec 31, 2014, and FSA has suspended the fee for bond offers until the end of 2013.

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BVBs alternative trading system

Created in 2010 to provide SMEs a flexible and simplified alternative of listing and access to financing through capital market mechanisms. Currently, there are 2 companies listed on ATS, described below, and other companies may follow suit, given the tighter requirements for accessing bank loans and other types of financing.

Provider of professional cleaning & maintenance services for hotels, offices, commercial facilities First Romanian company listed on BVBs ATS, Equity Sector, Base Tier Shares Started trading at BVB on 3 October 2013

Provider of financial services, such as leasing, loans, bancassurance, foreign exchange Included in the 1st Tier of the ATS (Equity Sector) Started trading at BVB on 11 July 2013

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Investor accounts on the local capital market

Number of investor accounts on the local market
87,664 92,865

94,545
86,453 88,143 81,559 78,253

31.12.2007

31.12.2008

31.12.2009

31.12.2010

31.12.2011

31.12.2012

31.03.2013 Total investors

Fully compensated investors

Ceiling compensated investors

Excluded investors

The current compensation limit is EUR 20,000, in line with EU directives More than 90% of investor accounts have portfolios below EUR 20,000 and are fully compensated The number of investor accounts includes the total number of accounts on the Romanian capital market, regardless if an investor has accounts with several brokers
Source: Investors Compensation Fund

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BVBs pricing policy

Current pricing policy
Participants annual maintaining fee Issuers annual maintaining fee RON 1,500, including VAT btw. RON 3,600 and RON 21,000, without VAT

Historical trading fees

Cash Equity Market
Jan 2006 - May 2007 June 2007 - Sep 2008 Oct 2008 - February 2009 After March 2009

Sell
15 bps 14bps 13bps 11.7bps

Buy*
7bps 6bps 5bps 4.5bps

Trading fees
Shares, Fund Units Main Market + Deal Structured products

Sell
11.7bps 12 bps

Buy
4.5bps* 5bps*

Bonds T-bills
Futures

2.16 bps
0.08 bps, btw RON 1 and 81 An average of RON 0.1 per contract **

*plus 8 bps CNVM fee on the value of a buy trade; **plus RON 0.1 CNVM fee on each traded futures contract. Note: Fees in basis points (bps) are charged on the value, to both counterparties (buy & sell); BVB and CNVM fees do not refer to Market Makers.

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Financial performance
RONmn Sales revenues Operating revenues Operating expenses EBITDA Operating result Financial result Net income EPS
*RAS figures, acc. to EU Directive No 4

2009 12.4 12.4 13.9 -0.1 -1.5 11.1 8.5 1.1

2010 13.1 13.2 12.9 1.0 0.3 6.2 5.7 0.7

2011 21.7 21.7 15.3 7.1 6.4 12.4 17.0 2.2

2012 17.4 17.5 13.4 4.7 4.1 6.0 9.0 1.2

Q1.2013 4.1 4.1 3.4 0.8 0.7 1.1 1.5 0.2

The Bucharest Stock Exchange reported a net profit of RON 1.5mn in Q1.2013, despite the lower trading activity during the first two months of the year. In March, also influenced by the positive sentiment on developed markets, trading values registered a notable increase, as investors accumulated stakes in some issuers before reference dates for annual shareholders general meetings. Sales revenues reached RON 4.1mn during the quarter, up by approx. 20% vs. the previous quarter, due to a revival in volumes traded, but compared to the year-ago period (which was one of the best quarters of the last 5 years, partly due to the SPO for Transelectrica) the turnover registered a decline by a similar percentage. Operating expenses were RON 3.4mn during Q1.2013, resulting in an operating profit of RON 0.7mn, compared to an operating loss of RON 0.7mn in the previous quarter. The financial result amounted to RON 1.1mn in Q1.2013 (comprising interest revenues, as well as unrealized foreign exchange gains), down by 8% y-o-y but significantly higher compared to Q4.2012.

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Breakdown of quarterly results

Quarterly sales revenue and operating result (RONmn)

6.0 4.8 2.5 1.5 Q3.2011 1.7 -0.4 Q4.2011 5.0 4.9 3.7 4.0 1.1 1.0 Q3.2012

3.4
0.2 -0.7 Q4.2012

4.1 0.7 1.1 Q1.2013

1.9

1.2

1.7 Q2.2012 Operating result

Q1.2012 Sales revenue

Financial result

BVBs Q1.2013 sales revenues were mostly driven, as usual, by trading revenues which have the highest weight in total operating revenues (27% higher q-o-q but 20% lower y-o-y). The data vending segment and maintenance fees charged to issuers displayed a downward trend vs. both Q1.2012 and Q4.2012. The operating result improved from Q4.2012, when losses were reported, but vs. Q1.2012 a significant decline was registered because of lower revenues. BVB ended Q1.2013 with a net profit of RON 1.53mn, resulting mainly from financial activities (interest earned and unrealized foreign exchange gains).

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Individual balance sheet overview

RONmn Non-current assets Current assets o/w: cash, cash equivalents and securities Prepaid expenses Total assets Shareholders equity Short-term debt Long-term debt Prepaid revenues Provisions Total equity and liabilities 2009 25.4 67.2 64.6 0.3 92.5 90.2 2.2 0.01 0.5 0 92.5 2010 25.4 64.6 63.3 0.1 90.1 88.0 1.5 0 0.6 0 2011 28.7 77.5 73.8 0.1 106.2 102.0 2.6 0 0.7 0.9 2012 28.6 69.3 65.0 0.1 98.0 94.6 2.4 0 0.7 0.3 End-Mar 2013 29.2 70.7 64.9
1.30

Ordinary dividend (RON/share)

2.14

0.1 100.0 96.1 3.0 0 0.7 0.2

2009

1.02 0.70

1.12

2010

2011

2012

2013

* Gross amounts, year paid

90.1

106.2

98.0

100.0

*RAS figures acc. to EU Directive No 4

Starting 2009 BVB had a stable dividend policy, with a payout ratio of 100%, after legal reserves. For the following years, BVB intends to maintain the policy of distributing cash dividends.

Debt-free capital structure The decrease in cash position in 2012 reflects the highest dividends ever paid to BVB shareholders

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2013 budget and projections for 2014-2015

RONmn Sales revenues Operating revenues Operating expenses EBITDA Operating result Financial result Net Income EPS
*RAS figures

2012 17.4 17.5 13.4 4.7 4.1 6.0 9.0 1.2

2013 Budget 18.8 18.8 15.5 4.2 3.4 2.1 4.6 0.6

y-o-y change 8% 8% 16% -11% -18% -64% -49% -49%

2014 Projection 25.6 25.6 15.9 10.6 9.7 1.0 9.0 1.2

y-o-y change 36% 36% 3% 151% 189% -53% 97% 97%

2015 Projection 32.0 32.0 17.0 16.0 15.1 2.1 14.6 1.9

y-o-y change 25% 25% 7% 51% 55% 107% 61% 61%

2013 is expected to bring about a process of modernization and improved efficiency for BVB, following the implementation of a new organizational structure. Thus absolutely necessary expenses were accounted for, and projects were planned (which should lead to the future development of the stock exchange as a financing alternative for the economy), all leading to modernization and increased efficiency. BVB will be involved in a series of projects related to the capital market architecture (such as the Central Counterparty project), which will require significant investments with implications on the 2013 budget and also for the future years projections. Even though BVBs profitability for 2013 will be affected, all these measures and projects would set grounds for a sustainable organic development which will be reflected in the future years financial results. Thus, the operating result for 2014 and 2015 is estimated to compensate for the declines in previous years and to exceed the 10% growth rate set as target by BVBs Board of Governors.

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BVB share data and statistics

Symbol ISIN Reuters Bloomberg Bloomberg BBGID Share price (15 July) Market Cap (15 July) Outstanding shares Free float Included in several indices: FTSE Mondo Visione Exchanges Index (Nov 9, 2010) BET Index (Mar 21, 2011) Dow Jones Global Exchanges Index (Jun 17, 2011) ROTX Index (Sep 19, 2011) BET-BK (Jul 3, 2012) BVB ROBVBAACNOR0 ROBVB.BX BVB.RO BBG000BBWMN3 RON 19.96 EUR 34.6mn 7,674,198 100%
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Turnover velocity
(value traded average market cap)

Liquidity
(shares traded shares outstanding)

2010 2011 2012 2010 2011 2012

154% 42% 40% 104% 32% 37%

BVB share evolution (12 months)

25
23 21

24.39 22.93 22.48

21.97

Analyst coverage
Analyst (Company) Vlad Vasilescu (NBG Securities) Raluca Negoescu (Alpha Bank) Andrei Radulescu (SSIF Broker) Roxana Dascalu (SSIF IEBA Trust) 12M TP (Recommendation) 22.0 (Outperform) 18.0 (Hold) 24.96 (Buy) 22.64 (Hold) Last report Jul 8, 2013 May 7, 2013

21.9 19.96

19 17 15

19.66

20.27

2012 dividend: RON 1.12/share Registration date: 15 May Ex-divi date: 13 May 17.27

Feb 13, 2013 Jan 31, 2013

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Financial calendar and Contact info

Financial Calendar
2/11/2013 2012 Preliminary results & Earnings Conference Call 4/24/2013 - 4/25/2013 GSM 5/10/2013 Q1.2012 Results & Earnings Conference Call 8/12/2013 Q2.2012 Results & Earnings Conference Call 11/12/2013 Q3.2012 Results & Earnings Conference Call

Bursa de Valori Bucuresti S.A.

34 - 36 Carol I Boulevard, 14th Floor Bucharest, District 2, Romania Tel: (+40)(21) 307 95 00 Fax: (+40)(21) 307 95 19 www.bvb.ro ir@bvb.ro Contact person: Anca Olteanu

Disclaimer
This presentation was prepared by Bursa de Valori Bucuresti. The information contained in this document has not been independently verified and no representation or warranty expressed or implied is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctness of this information. Past performance is no guarantee of future results. This document does not constitute an offer or invitation to purchase any shares. Certain statements contained in this document may be statements of future expectations and other forward-looking statements that are based on the managements current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. The exchange rate used for the average daily turnover is the official exchange rate announced by the National Bank of Romania.

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