EPEX SPOT SE Berlin Branch

EPEX Spot SE Leipzig Branch

Leipzig

Jahresabschluss zum Geschäftsjahr vom 01.01.2015 bis zum 31.12.2015

Annual Report 2015

Management Board

ANNUAL REPORT OF THE MANAGEMENT BOARD TO THE COMBINED GENERAL MEETING

European company with a share capital of EUR 6,167,858.60

Registered office: 5 boulevard Montmartre, F-75002 Paris

Commercial Register of Paris N° 508 010 501

Dear Shareholders,

Dear Members of the Supervisory Board,

The Management Board hereby provides you with its annual report an the activities of EPEX SPOT SE ("the Company") during the financial year 2015.

This report is submitted for the purposes of approval of the financial statements for the year ended 31 December 2015, in accordance with the Articles of Association of the Company and French Iaw, in particular Articles L. 225-68 and L.225-100 of the French Commercial Code (Code de commerce), the General Chart of Accounts (Plan comptable general) and Decree No 2007-431 dated 25 March 2007 (French Generally Accepted Accounting Principles).

TABLE OF CONTENT

1. Situation and activity of the Company during the financial year ended

2. Financial statements

3. Dividend policy

4. Financial results for the past five years

5. Remuneration and offices of the Members of the Supervisory and Management Boards

6. Related-party agreements or conventions reglementees (Article L. 225-86 of the French Commercial code) and agreements entered into within the meaning of Article L.225-102-1 of the French Commercial Code

7. Remuneration of the statutory auditors

8. Employee share scheme

9. Research and development expenditure

10. Events which occurred after 31 December 2015

11. Balance of the debts to suppliers

12. Targets for the year 2016 - Conclusions

Annexes:

Annex 1 - Draft resolutions submitted to the Combined General Meeting

Annex 2 - List of the related-party agreements or "conventions réglementées" (Article L.225-86 of the French Commercial Code) and of the agreements entered into within the meaning of Article L.225-102-1 of the French Commercial Code

1. SITUATION AND ACTIVITY OF THE COMPANY DURING THE FINANCIAL YEAR ENDED

1.1 History and activities of the Company EPEX SPOT SE

The Company was created on 17 September 2008 by two (2) Power Exchanges ("PXs"): European Energy Exchange AG ("EEX"), a company incorporated under German law, and Powernext SA, a company incorporated under French law. On 31 December 2008, EEX transferred EEX Power Spot GmbH - its wholly owned subsidiary operating the spot power markets in Germany, Austria and Switzerland - to EPEX SPOT SE. Simultaneously, Powernext SA transferred its spot activities to EPEX SPOT SE. On 1 September 2009, EEX Power Spot GmbH was merged into EPEX SPOT SE. Following these operations, a sole company, EPEX SPOT SE, has been operating a spot power exchange covering Germany, Austria, France and Switzerland in an integrated and harmonized manner.

On 4 May 2015, EPEX SPOT became the 100% owner of APX Group B.V., including Belpex. APX Group operates power spot markets in Great Britain, the Netherlands and Belgium. In the course of 2016, EPEX SPOT and APX will complete the merger of their operations, becoming one exchange with one Clearing house, one membership process and harmonised trading systems across Central Western Europe and the United Kingdom.

The core business of the Company covers three main axes:

1.2 Governance and corporate organisation of EPEX SPOT SE

On 18 June 2012, the Company became a company with a two-tier governance system composed of a Management Board, under the control of a Supervisory Board.

1.2.1 The Management Board

The Management Board meets on a monthly basis and currently consists of three (3) Members appointed by the Supervisory Board:

The following persons were Members of the Management Board of EPEX SPOT SE during the financial year 2015:

1.2.2 The Supervisory Board

The Management Board acts under the supervision and control of the Supervisory Board of EPEX SPOT SE, whose Members are appointed by the shareholders. As of 31 December 2015, the Members of the Supervisory Board are the following:

The following persons were Members of the Supervisory Board of EPEX SPOT SE during the financial year 2015:

1.2.3 The Shareholding

Until 1 January 2015, the Company was a joint subsidiary of EEX and Powernext SA (each holding 50%).

On 1 January 2015, EEX sold 36.7% of the shares of EPEX SPOT SE to the French company HGRT, in exchange for the acquisition of 53.3% of the shares of Powernext SA from HGRT. Therefore, as of 1 January 2015, the shareholding structure was the following:

On 4 May 2015, in the framework of the Van Gogh Transaction, Elia System Operator SA and TenneT Holding B.V., both shareholders of HGRT, became shareholders of the Company via the following contributions in kind:

i.e. 100% of the shares of APX Holding BV or 1,302,530 shares.

In exchange for said contributions, the share capital of the Company was increased by issuing 11,947,646 shares, therefore amounting to EUR 6,167,858.60, divided into 61,678,586 ordinary shares.

On 12 May 2015, Elia System Operator SA and TenneT Holding B.V. transferred the shares they acquired in the Company to HGRT.

Therefore, as of 12 May 2015, the shareholding structure is the following:

1.2.4 The Exchange Council

The Exchange Council of EPEX SPOT SE is an independent exchange body, whose members are elected by and from the Exchange Members. lt decides, in particular, on the changes to the Exchange Rules and Regulations and to the Code of Conduct and approves the introduction of new trading systems, new contracts and new market areas. The Exchange Council receives a number of reports, in particular on market environment and activity and, on an anonymous basis, on market surveillance. The Exchange Council is neither liable for nor in charge of commercial, financial or economic decisions and does not preside over the Management Board of EPEX SPOT SE.

The Exchange Members are represented by the following Members of the Exchange Council:

The following persons have been appointed as permanent guests:

1.2.5 The Market Surveillance

The Market Surveillance Office is an independent exchange body, which directly reports to EPEX SPOT SE Management Board and the Exchange Council. lt continuously monitors EPEX SPOT SE markets and checks that exchange members comply with the Company's Market Rules and Regulation, including the Code of Conduct. The Market Surveillance acts as a central point of contact that cooperates with regulatory authorities.

Its work is based on market indicators and completed by further investigations. In case of a suspected breach of the Market Rules and Regulation, the Market Surveillance is entitled to request information from the exchange members, including documents and the name of the beneficiary of a transaction. The Market Surveillance reports any reasonable suspicion of breach of the EU regulation No 1227/2011 on wholesale energy market integrity and transparency ("REMIT") to the relevant national authorities. In case of a proven breach of the Market Rules and Regulation, EPEX SPOT SE can decide on a sanctioning procedure (for example, suspension of membership). Thus, the Market Surveillance plays a significant role in the achievement of a fair and orderly market.

The Market Surveillance Department has built fruitful relationships with its counterparts from EEX and other power exchanges, as well as with supervisory authorities and energy regulators in charge of monitoring EPEX SPOT SE markets. In addition, the Market Surveillance has been involved in discussions on best practices in terms of market monitoring at the European level and on the implementation of REMIT.

1.3 Activities of EPEX SPOT SE

The core business of EPEX SPOT SE and its subsidiaries consists in operating a power exchange on electricity markets in Germany (DE) / Luxembourg (LU), France (FR), the United Kingdom (UK), the Netherlands (NL), Belgium (BE), Austria (AT) and Switzerland (CH).

EPEX SPOT SE provides a marketplace where Exchange Members send their orders to buy or to sell electricity in specific delivery areas. The role of EPEX SPOT SE consists in matching these orders in a transparent manner, according to the Exchange Rules. These public rules set, among others, the priorities for the execution of orders and describe the algorithms used for the matching of orders. As a result of order matching, EPEX SPOT SE produces trades, which are legally binding agreements to purchase or sell at the matched price a specific quantity of electricity to a defined delivery area within Germany, Luxembourg, France, the UK, the Netherlands, Belgium, Austria and Switzerland. The products may be negotiated either continuously or via an auction.

All trades on EPEX SPOT are cleared and settled by ECC, a privately-owned company incorporated in Germany with its registered office in Leipzig. In its role as a central counterparty, ECC steps between the buyer and the seller and bears the counterparty risk, without any risk or damage to the other Exchange Members.

ECC performs all activities encompassing the daily balancing of profit and losses, the daily calculation of collateral requirements as well as final physical and financial settlement.

The clearing process of ECC relies on an infrastructure of 15 international banks operating as Clearing Members. Companies that wish to trade on EPEX SPOT SE markets have to be admitted by ECC as Non-Clearing Members and/or Clearing Members.

The Clearing Members assume all financial obligations related to the matching of orders or over-the-counter ("OTC") trades submitted by the Exchange Members they clear.

In 2015, the trades on APX and Belpex - subsidiaries of EPEX SPOT SE - were cleared by APX and Belpex. It is foreseen to transfer their clearing and settlement activities to ECC on 31 March 2016.

The physical delivery of electricity is managed by the following transmission system operators ("TSOs"):

1.4 Risk management policy of EPEX SPOT SE

As a subsidiary of EEX, the Company has implemented a strict code of good practices inspired by the statutory and regulatory provisions applicable to EEX.

Risk management is of paramount importance to EPEX SPOT SE in order to ensure the control of risks that may affect its financial performance, in particular operational, strategic and legal events.

The risk management policy consists in identifying and taking an inventory of all risks in order to embed all necessary risk mitigation measures and to follow their progress and efficiency. Operational risks - human errors, internal or external system failures - are dealt with by implementing redundant or manual alternatives as well as routine and emergency procedures, which have been defined together with the employees concerned, who are regularly trained to such procedures (regular activation of the main emergency devices).

A Business Continuity Plan has been implemented with regard to critical risks. The risk management policy is also reinforced by the following processes:

Legal risks, including the risks related to the non-performance of contractual commitments and the risks of litigation with third parties others than members or who are not legally bound, are dealt with by (i) signing agreements providing limitations to EPEX SPOT SE liability, (ii) taking out a professional risk insurance and (iii) reinforcing the basic legal protections. Moreover, the validation process of contracts requires each agreement to be reviewed by the Legal Department. Finally and in accordance with the Articles of Association of the Company, all agreements with a substantial amount are to be approved by the Management Board and/or the Supervisory Board.

Eventually, financial risks are monitored, in particular for the following reasons:

During the fiscal year 2015, no event with a significant effect happened. The incidents that occurred were inherent to EPEX SPOT SE operational activities and subject to specific corrective actions so that the service could be provided.

Concerning the Intraday segment, the operational chain has been upgraded and secured, which in turn has enhanced the provided service and decreased the number of occurrences.

Furthermore, in order to ensure the integration of APX activities into EPEX SPOT SE and the management of inherent risks, the following actions have been carried out:

1.5 Main events an EPEX SPOT markets in 2015

• Evolution of traded volumes and market segments

The new integrated European Power Exchange EPEX SPOT SE, now covering eight countries, saw a total of 566 TWh traded across its markets in 2015. Below are the details per country and further below are the details per month, split up into Day-Ahead and Intraday markets.

• Evolution of Exchange Members

As of 31 December 2015, EPEX SPOT SE gathered 286 members (UK, NL and BE markets included).

• Evolution of prices

• Development of activities

In 2015, EPEX SPOT SE further strengthened its role as the leading power exchange in Europe, which was underlined by the highest yearly volumes yet traded on any spot power exchange. This year's highlights were the following:

1.6. Subsidiary companies as of 31 December 2015

• JV EPEX-SOOPS BV

EPEX SPOT SE owns 60% of the shares of JV Epex-Soops BV, a company incorporated under Dutch law and specialized in the marketing and sub-licensing of software as well as in the related training, support and IT services.

The results of the entity for the financial year are reflected in the following Profit and Loss statement:

• EPEX SPOT Switzerland Ltd

EPEX SPOT SE owns 100% of the shares of EPEX SPOT Switzerland Ltd, a Swiss subsidiary incorporated in March 2014 and based in Bern. EPEX SPOT Switzerland Ltd is a locally rooted branch of the European company EPEX SPOT SE. lt aims at speaking to Swiss stakeholders with a local voice.

The results of the entity for the financial year are reflected in the following Profit and Loss statement:

• APX Holding BV

In May 2015, EPEX SPOT SE and APX Group power exchanges, including Belpex, integrated their businesses to form a power exchange for the CWE region and the UK. EPEX SPOT SE now owns 100% of the shares of APX Holding BV, ultimate parent company for all entities of APX Group. The integration of both companies further reduces barriers in power trading in the CWE region and the UK. Exchange members will benefit from one harmonised trading system, one single rulebook, centralised clearing and one admission process for the entire region, thereby reducing trading costs and lowering entry barriers. Moreover, exchange members will have access to a wider range of products and benefit from best-of-both standards and a reliable customer support in multiple languages. Overall, this integration will lead to a more effective governance and further facilitate the creation of a single European power market fully in line with the objectives of the European electricity regulatory framework.

This integration became effective an 4 May 2015, with APX Holding BV fully owned by EPEX SPOT SE.

The results of the entity for the financial year are reflected in the following Profit and Loss statement:

• SEEPEX A.D. BEOGRAD

EPEX SPOT SE owns 25% of the shares of the South Eastern European Power Exchange ("SEEPEX"), a joint venture with the Serbian transmission system operator Elektromrea Srbije ("EMS") incorporated on 8 July 2015 in Belgrade. The operations of SEEPEX will start in 2016 and rely on EPEX SPOT trading system ("ETS"), which is already used by EPEX SPOT SE for operating its own markets.

The results of the entity for the financial year are reflected in the following Profit and Loss statement:

• Representative office of EPEX SPOT SE in Austria

Since January 2014, EPEX SPOT SE has been represented in Austria via a representative office based in Mayerhofgasse, in the centre of Vienna, and headed by Mr. Arnold Weiß. As a European power exchange, the aim of EPEX SPOT SE is to be diverse and locally rooted through this representation office, in order to strengthen the relationships with partners in Austria with an Austrian voice.

2. FINANCIAL STATEMENTS

Significant events

The major event to be reported is the above mentioned acquisition of APX Holding BV, which materially impacted on the fixed assets and equity of the Company during 2015.

2.1 Balance sheet

The following balance sheet reflects the financial position of EPEX SPOT SE before distribution of the profits of the relevant period. The financial statements have been prepared in accordance with the standards, principles and methods of the French Commercial Code and the General Chart of Accounts, as stated in the standard rule No 2014-03 released by the French accounting authority (Autorite des Normes Comptables) on 5 June 2014.

BALANCE SHEET (in EUR)

STOCKHOLDER'S EQUITY AND LIABILITIES

CAPITAL AND RESERVES

Comments on balance sheet items:

2.2 Income statement

The following income statement covers twelve (12) months (EPEX SPOT SE fiscal and financial year), as previous year.

Comments an items of the income statement:

In 2010, EPEX SPOT SE submitted an "Advance Pricing Agreement" to the German and French tax authorities on the allocation of costs and revenues between the headquarter of EPEX SPOT SE in Paris and the permanent establishment in Leipzig.

• Amount of non-deductible expenses referred to in Article 39-4 of the French Tax Code (Code général des impôts) :

You are hereby informed that the Company has made no extravagant expenditure which is not deductible from corporate tax, in accordance with the law.

3. DIVIDEND POLICY

A proposal will be submitted to the General Meeting of the Shareholders of the Company for the allocation of the profits of the financial year ended 31 December 2015 as follows:

In the previous years, dividends were distributed as follows:

4. FINANCIAL RESULTS FOR THE PAST FIVE YEARS

5. REMUNERATION AND OFFICES OF THE MEMBERS OF THE SUPERVISORY AND MANAGEMENT BOARDS

• Offices and functions during the year 2015

• Remuneration received by the Members of the Supervisory and Management Boards

The Members of the Supervisory and Management Boards do not receive any compensation for their office but may be reimbursed, upon justification, for their travel and representation expenses.

6. CONVENTIONS REGLEMENTEES OR RELATED-PARTY AGREEMENTS (ARTICLE L. 225-86 OF THE FRENCH COMMERCIAL CODE) AND AGREEMENTS ENTERED INTO WITHIN THE MEANING OF ARTICLE L.225-102-1 OF THE FRENCH COMMERCIAL CODE

Please refer to Annex 2.

7. REMUNERATION OF THE STATUTORY AUDITORS

For the financial year 2015, the audit fees of KPMG amounted to EUR 93 K net, including the missions carried out by the statutory auditors an exceptional operations and supported by the Company.

Details of fees:

8. EMPLOYEE SHARE SCHEME

As of 31 December 2015, no employee held shares in the capital of EPEX SPOT SE.

9. RESEARCH AND DEVELOPMENT EXPENDITURE

During the financial year 2015, EPEX SPOT SE continued its research and development efforts in the context of the so-called European cooperation "PCR" (Price Coupling of Regions). The Company has conducted research and development activities to improve its production capacity.

10. EVENTS WHICH OCCURRED AFTER 31 DECEMBER 2015

To date and to our knowledge, there are no event occurring in 2016 to be taken into account in the 2015 Financial Statements, their appendixes or this report.

11. BALANCE OF THE DEBTS TO SUPPLIERS

Payment terms

According to Articles L. 41-6-1 and D. 441-4 of the French Commercial Code, the summary tables below present a breakdown of the balance of the debts to the Company's suppliers per due date, at the end of the fiscal years ended 31 December 2015 and 31 December 2014.

31/12/2015

31/12/2014

12. TARGETS FOR THE YEAR 2016 - CONCLUSIONS

EPEX SPOT SE has strong growth and development prospects for the year 2016.

Spot power exchanges are key market instruments in the electricity sector. EPEX SPOT SE is eager to continue its activities and offer the services and products needed by market participants.

The involvement of EPEX SPOT SE in the coupling projects will continue with a number of important deliveries foreseen in 2016.