SPB Exchange Announces the Launch of Its Initial Public Offering on the SPB Exchange

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE UNITED KINGDOM, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OF SECURITIES OR OTHER MEASURES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES MENTIONED IN THIS ANNOUNCEMENT IN THE UNITED STATES, IF AND WHEN MADE, WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

SPB Exchange Announces the Launch of Its Initial Public Offering on the SPB Exchange

Moscow, November 9, 2021 – Public Joint-Stock Company “SPB Exchange” (“SPB Exchange” or the “Company”), the leading exchange for international securities in the Russian financial market, following the announcement on October 18, 2021 of  its intention to consider an initial public offering of ordinary shares of the Company (the “Shares”) on the SPB Exchange (the “IPO” or the “ Offering”), today announces the launch of the Offering of up to approximately 14.3 million Shares to be issued by the Company (the “Offering Shares”). The price per Offering Share is expected to range between $10.50 and $11.50.

The IPO will be structured as a primary offering of newly issued Shares of SPB Exchange to raise gross proceeds of approximately $150 million assuming the Repurchase Option is not exercised. Based on the indicative price range, the implied equity value of the company corresponds to $1.2 — $1.3 billion on a pre-money basis. SPB Exchange intends to use the net proceeds from the IPO for general corporate purposes, including the increase of capital of its key operating subsidiaries, PJSC Best Efforts Bank ( “SPB Bank ”) and MFB Clearing Center (JSC) ( “SPB Clearing ”).

The IPO consists of offering the Shares to investors in the Russian Federation and to certain other qualified investors located outside of the United States in “offshore transactions” to non-“U.S. persons,” as each such term is defined in, and in reliance on, Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”). The full details of the planned IPO will be included in the offering memorandum which is expected to be published by the Company on the Company’s website at: https://spbexchange.ru (the “Offering Memorandum”).

The final price per Offering Share will be determined following a bookbuilding process and is expected to be announced on or around November 19, 2021. The Shares are expected to begin trading on the SPB Exchange under the ticker symbol “ SPBE” and ISIN RU000A0JQ9P9 on or around November 19, 2021, and to be delivered to investors on or around November 23, 2021, subject to customary closing conditions.

Roman Goryunov, Chief Executive Officer and Member of the Board of Directors of SPB Exchange, said:

“We at SPB Exchange have long believed in the potential of the retail investing in Russia. Today we are proud to be the leading trading venue in Russia when it comes to international equities trading thanks to our deep liquidity, thin spreads, best execution capabilities and around-the-clock trading.”

“We have seen the rapid growth of retail investing in Russia over the recent years and continue to see a strong momentum in our business. We are looking to raise growth capital with listing on our trading platform because , as a retail focused exchange , it fits our profile and at the same time will support our growth trajectory, thereby enabling retail investors to be among the first to invest in SPB Exchange and participate in the next phase of the Company’s value creation.”

“In addition, we are confident that SPB Exchange’s IPO will enhance the profile of our trading platform as a potential venue for other Russian issuers considering going public, while also increasing our visibility among institutional investors and counterparties. We remain committed to contributing to the development of the Russian financial markets through our leadership as one of Russia’s leading exchanges and our status as a public company.”

Offering highlights

  • The price per Offering Share is expected to be between $10.50 and $11.50. In connection with the IPO, the Company expects to issue new Shares representing up to an additional 12.5% of its current share capital, raising approximately $150 million of gross proceeds , assuming the Repurchase Option is not exercised and before Offering expenses. The proceeds will be used for general corporate purposes, including the increase of capital of SPB Bank and SPB Clearing.
  • The final price per Offering Share will be determined following a bookbuilding process and is expected to be announced on or around November 19, 2021. The Shares are expected to begin trading on the SPB Exchange under the ticker symbol “SPBE” on or around November 19, 2021, and to be delivered to investors on or around November 23, 2021, subject to customary closing conditions.
  • Stabilization activities may be performed on the SPB Exchange trading platform during the 30-day period following the IPO subject to a maximum amount of up to 15% of shares sold in the Offering. In connection with the Offering, a wholly-owned subsidiary of the Company, JSC “Voskhod” (the “Subsidiary”), will grant the stabilization manager an option to require such Subsidiary to repurchase any shares acquired in stabilization activities, as further described in the Offering Memorandum. Such shares (if, and in the amount repurchased) will be held by the Subsidiary as quasi-treasury stock.
  • The Company , its executive officers and directors, the Subsidiary and majority of the pre-IPO shareholders holding an aggregate of more than 75 % of the Shares are expected to be subject to 180-day lock-up arrangements , subject to customary exemptions.
  • VTB Capital is acting as Senior Global Coordinator of the IPO. VTB Capital, Tinkoff and Alfa CIB are acting as Joint Global Coordinators, and together with Aton LLC, Bank GPB International S.A., BCS Global Markets, Investment Company FINAM JSC, Investment Company Freedom Finance LLC, Public Joint Stock Company “Bank Otkritie Financial Corporation”, Sova Capital Limited and PJSC Sovcombank are acting as Joint Bookrunners of the IPO.
  • The shares will be offered to (i) investors in the Russian Federation and (ii) otherwise to non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
  • Additional details about the Offering will be disclosed in the Company’s Offering Memorandum, which will be made available on the Company’s website at : https://spbexchange.ru.

SPB Exchange’s highlights

  • Global Markets Gateway for Retail Investors. SPB Exchange offers investors in Russia and beyond access to trading and investing in international securities, through their brokerage service providers, on a highly efficient and convenient securities trading platform that provides substantial value to them in the form of deep liquidity in foreign equity securities, trade execution under the “Best Execution” principle, extended trading hours, price quotes and trade settlement in the currencies of the securities’ primary listing venues.
  • Focus on Retail Investors. SPB Exchange’s B2B2C business model is strategically focused on retail investors who access the Company’s platform via their brokerage accounts with financial intermediaries. In 2020, retail investors accounted for 99% of all Company’s trades (excluding market makers trades). SPB Exchange has created an environment where market makers can set thin bid-offer spreads, and, therefore, provide better prices for investors and traders.
  • Broad and Expanding List of Traded Securities. Trading of foreign, mainly U.S., equity securities by retail clients of Russian brokerages is SPB Exchange’s core business and the Company is the market leader when it comes to foreign securities trading in Russia by volume and number of instruments traded. As of June 30, 2021, the Company had over 1,667 global equity securities and 78 depositary receipts listed on its platform, most of which had primary listings on the New York Stock Exchange and Nasdaq, including equity securities comprising the best-known U.S. equity indices, such as the Dow Jones Industrial Average, the S&P 500 and the Nasdaq index. The Company’s list of traded instruments is expanding and, going forward, the Company plans to significantly expand it in both > its existing markets and in new markets that the Company plans to enter.
  • End-to-End Capabilities Integrated on a Robust Adaptive Platform. SPB Exchange provides a full range of securities exchange services to financial intermediaries with the aim of facilitating a highly efficient, reliable and seamless end-to-end execution of trades. Market access and trading are enabled via the Company’s platform, and central counterparty clearing services for its platform are carried out by the Company’s subsidiary, SPB Clearing, and settlement, depositary and clearing broker services are provided by another Company’s subsidiary, SPB Bank. Over 40 Russian banks and brokers use the Company’s platform and engage the Company’s services, and their interfaces and operations have become deeply integrated with the Company’s platform system. The Company believes that the flexibility and scalability of its platform positions the Company well to substantially grow its business volumes and enter new markets going forward.
  • Accelerated Growth and Scalable Economics Driving High Profitability. SPB Exchange has achieved a high rate of growth across multiple top-line metrics. In 2020, SPB Exchange had 954,489 active accounts on its platform (representing an increase of 498% from 159,531 active accounts in 2019). In 2020, the Company had a trading volume of approximately $167.3 billion (representing a growth of 901% from approximately $16.7 billion in 2019), and ₽3,295 million in revenue (representing an increase of 360% from ₽716 million in 2019). For the six months ended June 30, 2021, the Company had approximately 1.42 million active accounts on its platform (representing an increase of 210% from approximately 457,000 active accounts for the six months ended June 30, 2020). In the six months ended June 30, 2021, SPB Exchange had a trading volume of approximately $206 billion (representing a growth of approximately 356% from approximately $45 billion in the six months ended June 30, 2020), and ₽3,478 million in revenue (representing an increase of 230% from ₽1,054 million in the six months ended June 30, 2020).
  • Governance Structure for Alignment of Interests and Value of the Company’s Clients and Stakeholders. Many of SPB Exchange’s market participants also participate in the Company’s shareholder structure and corporate governance. The Company believes that this highly constructive governance structure aligns the interests of its market participants both as its clients and as its shareholders, driving an appropriate balance between the long-term and short-term interests of its customers and its shareholders, and guides the Company’s implementation of an efficient price policy for its trading products.
  • Led by Team with a Long and Successful Track Record in the Sector.SPB Exchange’s team has significant experience in the securities exchange and market structure sector, having accumulated a successful track record of building market structure businesses and developing securities products and markets. Its core team led the development of RTS, a leading derivatives exchange in Russia, which later merged with the Moscow International Currency Exchange , or MICEX , to form Moscow Exchange (“MOEX”). During their time at RTS Stock Exchange, these core members also developed some of Russia’s most important derivatives instruments, including RTS Index Futures, BRENT Oil Futures, Single stock futures, Futures Style Options and OFZ Bond Basket Futures, which are still currently being traded on MOEX and are among the top five derivatives in Russia by traded volume. SPB Exchange’s team is now deploying its deep experience and talent to drive the successful growth of the Company’s platform and expansion into new products and markets.

SPB Exchange’s financial and operating highlights

(₽ in thousands)

For the six months ended June 30,

For the year ended December 31,

2021

2020

2020

2019

(unaudited)

Total operating revenue [1]

3,478,145

1,053,556

3,294,805

715,605

EBITDA [2]

1,950,012

450,167

1,641,656

54,744

Profit before tax

1,894,538

429,358

1,595,893

975

Profit/(loss) for the period

1,500,509

339,553

1,268,814

(5,935)


The following table presents a reconciliation of profit before tax to EBITDA for each of the periods indicated:

(₽ in thousands)

For the six months ended June 30,

For the year ended December 31,

2021

2020

2020

2019

(unaudited)

Profit before tax

1,894,538

429,358

1,595,893

975

+ Amortization of intangible assets

38,054

5,138

15,254

9,107

+ Depreciation of property and equipment

8,851

4,445

12,462

7,560

+ Interest expense on loans and borrowings

12,486

15,991

28,336

39,906

+ Interest expense on leases

754

757

1,822

1,207

– Interest income on loans issued

(4,671)

(5,522)

(12,111)

(4,011)

EBITDA

1,950,012

450,167

1,641,656

54,744


For the six months ended /
As of June 30,

For the year ended /
As of December 31,

2021

2020

2020

2019

Trading volume ($US thousands) [3]

205,527,207

45,075,646

167,313,937

16,709,088

Number of total accounts [4]

12,051,712

4,492,227

7,622,643

2,884,896

Number of active accounts [5]

1,416,735

457,389

954,489

159,531

Number of instruments traded [6]

1,629

1,322

1,560

1,244

Average daily volume for the market ($US thousands) [7]

1,605,993

355,135

649,034

66,119

Average daily number of transactions by market [8]

1,505,608

542,693

787,200

56,036

Internalization rate (%) [9]

77

76

76

61

Average trading volume per active account ($US thousands) [10]

145

99

175

105

Average transactions per account [11]

136

151

213

89

Russian stock exchange industry overview

In recent years, the Russian stock exchange market has seen a significant inflow of retail investors. According to data and research prepared by RosBusinessConsulting JSC (“RBC ”), the main drivers of growth in the number of retail investors in Russia between the second half of 2019 and the second half of 2020 were:

  • Increased accessibility to investment services. As of July 2021, all major banks and several private brokers offer access to mobile trading services. According to RBC, the registration process for new clients has been significantly streamlined and bank clients are able to manage most of their banking needs online. The Company believes that the widespread adoption of these, and similar, technologies which reduce the administrative burden of using investment and banking services is, and will continue to be, one of the main drivers of growth in the number of retail investors in Russia.
  • The development of IIAs.Individual Investment Accounts (“IIA”) were introduced in 2015. Holders of IIAs may receive a tax deduction of up to ₽400,000 of their annual income, or benefit from an exemption from tax on income from securities transactions.
  • New generation of tech savvy investors.According to RBC, the investment and banking industry is serving a new generation of investors, aged between 20 and 40 years old who are both active users of modern online technologies, including mobile phones, tablets, internet-enabled smartphones, and social media and are more adept at adopting new digital services.
  • Savings structure shifting from deposits towards investment. Declining average deposit rates, the depreciation of the Russian ruble against the U.S. dollar and a high rate of inflation (relative to the key rate of the Central Bank of Russia) have all played a role in prompting Russians to consider alternative ways to preserve and invest their savings, including by investing in stock markets. According to RBC, investing in publicly traded stocks was one of the more popular modes of investing among Russians in 2020. In the same year, there were 9.9 million people who used brokerage services, an increase of more than 130% from 4.2 million in 2019. In 2020, the share of unique brokerage clients who were aged 18 years old and above accounted for 7.6% of the Russian population, according to RBC.
  • Preference of existing and new investors to add foreign stocks in their portfolio. RBC expects significant changes to occur in the structure of investment asset portfolios in Russian brokerage accounts and IIAs by 2025, with the share of foreign shares expected to increase from 8% at the end of 2020 to 18% by the end of 2025, primarily attributable to the greater appeal of holding foreign assets among current and new retail investors in Russia, accessibility to a wider supply of foreign assets, expectations of higher returns from holding foreign assets and greater accessibility to foreign currency.
  • COVID-19 pandemic. The COVID-19 pandemic and the related government-imposed restrictions on movement in public areas catalyzed the adoption of online services, in the place of in-person services, for many day-to-day activities, according to RBC. The Company believes that the Russian population has generally become more comfortable with shopping and ordering food online, accessing entertainment online, as well as conducting business activities online, than before the COVID-19 pandemic.
  • Rapid recovery of stock prices after a period of turbulence. The Company believes that due to the support measures taken by the governments during the COVID-19 pandemic and the wide coverage in the mass and social media of these measures and the impact of COVID-19 in general, a significant number of new retail investors entered the market during the period of rapid recovery of stock prices in the second half of 2020 to April 2021.

For more information please contact:

SPB Exchange PR:

Mikhail Ivanov
im@spbexchange.ru
+7 (495) 899-01-70, ext. 12149

EM (communications advisor to SPB Exchange):

Daria Khilenkova
khilenkova@em-comms.com 
+7 916 805 4926

Tom Kiehn
kiehn@em-comms.com
+1 646-384-3361

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Public Joint-Stock Company “SPB Exchange” (the “Company”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Investors should not subscribe for or purchase any Shares referred to in this announcement except on the basis of information in the offering memorandum that may be published by the Company (the “Offering Memorandum”). The information in this announcement is subject to change

This announcement is not and does not form a part of any offer for sale of securities in any jurisdiction. This announcement is being made pursuant to and in accordance with Rule 135e under the Securities Act.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The offer and sale of the Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. The Shares, if and when offered and sold, will be offered and sold to investors in Russia and elsewhere outside the United States to persons who are not “U.S. persons” in “offshore transactions,” as each such term is defined in, and in reliance on, Regulation S under the Securities Act.

This announcement does not constitute an offer of securities to the public in the European Economic Area (“EEA”). No prospectus has been or will be approved in the EEA in respect of the Shares. This announcement is only addressed to, and directed at, persons in member states of the EEA who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the “Prospectus Regulation”). This announcement must not be acted on or relied on in any EEA member state by persons who are not EEA-qualified investors. Any investment or investment activity to which this announcement relates is available only to EEA-qualified investors and will be engaged in only with such persons.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Shares. In the United Kingdom, this announcement is only addressed to, and directed at, persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who: (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) are persons who are high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended) may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on in the United Kingdom by persons who are not relevant persons, any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with such persons.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES MENTIONED IN THIS ANNOUNCEMENT IN THE UNITED STATES, IF AND WHEN MADE, WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

VTB Capital plc, Tinkoff Bank and Alfa Capital Markets Ltd (the “Joint Global Coordinators”), together with Investment Company FINAM JSC, Investment Company Freedom Finance LLC, Bank GPB International S.A., Public Joint Stock Company “Bank Otkritie Financial Corporation” and Sova Capital Limited (the “Joint Bookrunners of the Company”), are acting exclusively for the Company and no-one else in connection with the Offering. Aton LLC, BCS Prime Brokerage Ltd and PJSC Sovcombank (the “Joint Bookrunners of the Subsidiary” and, together with the Joint Bookrunners of the Company, the “Joint Bookrunners”) are acting exclusively for the Company’s subsidiary, JSC “Voskhod” (“the Subsidiary”), and no-one else in connection with the Offering. The Joint Bookrunners will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company or the Subsidiary, as applicable, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, any of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, any references in the Offering Memorandum, if published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offering or placement of securities to any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors, in connection with which any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of Shares. The Joint Global Coordinators and Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Global Coordinators and Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking Statements

This announcement contains forward-looking statements. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, SPB Exchange operates in a competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for the Company’s management to predict all risks, nor can the Company assess the impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause results and other data to differ materially from those contained in any forward-looking statements that Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this announcement are inherently uncertain and may not occur, and actual results and other data could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this announcement relate only to events or information as of the date on which the statements are made in this announcement. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.



[1] Includes fee and commission income, interest income, net trade and investment income/(expenses), net (loss)/income from dealing in foreign currencies and other operating income.

[2] EBITDA is a supplemental, non-IFRS financial measure that the Company calculates as profit before tax, depreciation, and amortization and before those interest expenses and interest income that do not relate to the Company’s core business, such as interest income on loans issued by non-credit institutions, interest expense on a subordinated deposit borrowed by the Company and interest expense on lease liabilities. EBITDA includes interest expense and interest income from operations that are principal activities of the Company’s two credit institutions: interest income and expenses from repurchase transactions, interest expense on current accounts and customers’ deposits and interest income on funds in other credit institutions. SPB Exchange’s management uses a conservative approach in assessing operating performance, so EBITDA includes the impairment of non-current assets. Despite the irregularity of such operations, the Company considers them to be linked to its operating activities. EBITDA has limitations as a financial measure, and it should not be considered in isolation or as a substitute for profit before tax or profit/(loss) for the period as a profit measure or other analysis of the Company’s results as reported under IFRS.

[3] Trading volume is the monetary volume of transactions with equity securities, excluding repo transactions, that are anonymously conducted (not in negotiated auction trades) on the Company’s exchange in the indicated period.

[4] Number of total accounts is the total number of accounts opened on the Company’s exchange as of the indicated date. The number of total accounts reported for prior periods may retrospectively change if any accounts are blocked after the indicated date.

[5] Number of active accounts is the total number of accounts opened on the Company’s exchange with at least one trade during the indicated period.

[6] Number of instruments traded is the total number of instruments (securities) listed on the Company’s exchange that were traded in the indicated period.

[7] Average daily volume for the market, calculated for each indicated market, is the volume in the indicated period divided by the number of trading days.

[8] Average daily number of transactions by market, calculated for each indicated market, is the total number of transactions in the indicated period divided by the number of trading days.

[9] Internalization rate is the total money value of orders executed on the Company’s exchange divided by the total money value of orders executed both on the Company’s exchange and routed by it to other exchanges.

[10] Average trading volume per active account is the trading volume in the indicated period divided by the total number of active accounts in the same period.

[11] Average transactions per active account is the total number of transactions in the indicated period divided by the total number of active accounts in the same period.