July 2010
Transcripción
July 2010
FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX ANNUAL REPORT 63 64 65 66 68 69 70 71 Company’s activity in the fiscal year ROFEX positions itself in the derivatives world Modification and harmonization of futures and options contracts on financial and agricultural product Electronic trading platform New products ROFEX and MERVAROS initiate merging process Cooperation Agreement with the Rosario Grain Broker Center ROFEX launched its Direct Market Access platform (DMA) Rofex 1909 – 2009 Centennial Celebration Participation in national and international events Corporate Social Responsability Training Distribution of fiscal year income Outlook for next fiscal year Acknowledgements FINANCIAL STATEMENTS 75 76 78 80 81 82 83 93 94 95 96 97 98 99 102 103 Board of Directors Company´s Data Balance Sheet Income Statement Statement of changes in shareholder’s equity Statement of Cash Flows Notes to the Financial Statements Annex A. Fixed Assets Annex B. Intangibles Annex C. Investments, Stocks, other securities and participation in other companies Annex D. Other Investments Annex G. Foreign currency Assets and Liabilities Annex H. Expenses Informative Report Auditor’s Report Syndic’s Report 59 FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX MERCADO A TÉRMINO DE ROSARIO S.A In compliance with by-laws and legal regulations, the Board of Directors submits for the shareholders´ consideration the Annual Report, Balance Sheet, Income Statement, Statement of Changes in Shareholders´ Equity, Statement of Cash Flows, Annexes and Notes, Informative Report, Syndic’s Report and External Auditors´ Report corresponding to fiscal year ended on July 31, 2010. Company´s activity During the fiscal year ended on July 31, 2010, the volume traded in ROFEX´s Financial Derivatives Division (DDF) showed a significant increase as compared to previous fiscal year, reaching the amount of 56,613,692 contracts, accounting for a 24% annual increase. The volume traded throughout last fiscal year confirms the sustained financial derivatives growth experienced by ROFEX since 2003. 63 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º During the last fiscal year, the month of July registered a record with almost 5,750 million dollars traded. An average daily volume of 268,869 contracts was traded during the last three months of the fiscal year (May, June and July). Moreover, the Financial Derivatives Division open interest (number of contracts that remain open at the end of a trading session) amounted to 1,539,637 contracts at year-end. For several years, the Market also offers its participants the possibility to take Euro exchange rate coverage. During the last fiscal year, 27,594,000 Euros were traded in Euro futures per peso. Other interesting and innovative product is ROFEX´s Rolling Forex. Basically, it consists of a derivative instrument that replicates the economic effects of a spot exchange trade, but in which the delivery of the underlying asset (US dollars) is not necessary. During the period between August-09 and July-10, Rolling Forex trading volume was of USD 21,267,000. Given the volume growth in the spot and forward exchange markets during the last months, we expect an increase in this new contract’s trading volume in the future. As regards the Agricultural Derivatives Division (DDA), futures and options trading amounted to a total volume of 7,432,415 tonnes, up 85% in comparison to previous fiscal year. Last fiscal year’s strong recovery confirms the growing trend of the last seven years, only interrupted in March 2008 by the conflict between the government and the agricultural sector related to grain export duties. ROFEX positions itself in the derivatives world ROFEX´s total volume growth has had a great impact on its international presence. In the annual report of the Futures Industry Association (FIA) on derivatives contracts global volume, ROFEX® holds the 27th place in the ranking (moving up two places as compared to previous ranking), above markets of renowned prestige and history. Meanwhile, ROFEX holds the second place in the Latin American context, region led by BM&FBOVESPA. Moreover, ROFEX is one of the markets that show the biggest sustained growth throughout the last five years. In line with this growth, ROFEX´s Dollar Futures Contract is placed among the five most traded currency futures in the institutionalized markets worldwide. Modification and harmonization of futures and options contracts on financial and agricultural products 64 In May 2010, the National Securities Commission (CNV) gave its consent to the modification approved by the Board of Directors in March 2010 regarding the size of Futures and Options Contracts on Rosafe Soybean Index (ISR), Futures and Options Contracts on Rosafe Corn Index (IMR), Futures and Options Contracts on Rosafe Wheat Index (ITR), Futures and Options Contracts on Soybean (SOJ), Futures and Options Contracts on Corn (MAI) FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX and Futures and Options Contracts on Wheat (TRI). Thus, the size of these contracts was modified to 30 tonnes, adjusting them to the current logistic practices. This contract size modification was applied to positions expiring as from 2011. New products In January 2010, considering the particular conditions of grain production in Argentina and the massive use of agreements concluded between buyer and seller to determine the quality of the product to be delivered, and with the purpose of facilitating the management of such agreements in the electronic trading system, ROFEX established the quality criteria that must be complied with upon goods delivery of soybean contracts. From then on, ROFEX offers the possibility to trade two contracts with different quality delivery. “Chamber” Condition soybean will continue trading, with the addition of the Soybean “for crushing”. These quality criteria that must be complied with upon goods delivery of soybean contracts are defined in the “Instructions for Goods Delivery” of Argentina Clearing S.A. During the last fiscal year, another contract was approved by the CNV: the Soybean contract, whose underlying assets are FOB export trades, which are instrumented by a document called Guarantee Shipping Certificate (CEG). This product is inspired by the contracts traded in Chicago and introduces the shipping certificate as a settlement mechanism. This contract is called Soybean Up River (SUR), and its respective underlying asset is represented by quality soybean according to GAFTA 38, with FOB delivery, represented by a Guarantee Shipping Certificate (CEG). This contract has not yet been listed, as it requires for its active trading the modification of the regulation by the Argentine Central Bank. ROFEX has designed another innovative product in the local derivatives market: the Gold Futures Contract. Since the subprime crisis, the gold market has registered new activity records and a marked increase in prices. Significant trading volumes have been reached in both OTC and institutionalized markets. In this context, and by means of this new contract, market participants can take price coverage for domestic assets related to gold, access a new channel of low risk investments that decompress the physical gold and dollar bill market for saving and offer retail investors access to an asset historically defined as a store of value. At the date of this annual report, the contract is still pending for approval by the CNV. ROFEX and MERVAROS initiate merging process With the purpose of moving towards the consolidation of Argentine derivatives and capital markets, the Mercado a Término de Rosario S.A. (ROFEX) and the Mercado de Valores de Rosario S.A. (MERVAROS), have subscribed a letter of intent to begin a merging process. 65 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º The parties considered the highly positive experiences of market integration, both at regional and international level, which have proven to be successful processes to increase and diversify the products offered to clients and to their brokers´ lines of business, so as to promote the role of stock exchanges as efficient and transparent environments for the conjunction of supply and demand in price discovery mechanisms, to make possible the generation of income and expenses synergies, providing markets with liquidity and depth. This integration between two Argentine markets will become the first case of integration of derivatives and securities markets in Argentina, a situation that may have a great impact on the positioning of our country in the market integration process worldwide. The production of commodities is one of the main economic activities of the country and the economy’s main generator of foreign currency, implying that the integration of the financial market with that of commodities derivatives will open unexplored development opportunities in Argentina. This decision of ROFEX and MERVAROS is aligned with the strategy of the National Securities Commission to encourage market integration. Cooperation Agreement with the Rosario Grain Broker Center On October 29, 2009, ROFEX and the Rosario Grain Broker Center entered into a Cooperation Agreement, which became effective as of January 1, 2010. This agreement took place within the framework of the mutual interest of generating institutional and operational relationships between both institutions, adopting mechanisms and/or policies that enable the development of agricultural markets, as well as the access to agricultural futures trading by participants of the region’s agro- industrial sector, to the benefit of the above mentioned institutions and its Brokers and associates. By means of this Agreement, ROFEX and the Grain Broker Center offer the Center’s associates the financing of the Agricultural Derivatives Division (DDA) access fee through the payment of 20 consecutive monthly installments of U$S 500. This benefit was intended for that Center’s associates who expressed their wish to enter as DDA brokers before December 31, 2009 and who complied with all requirements established by ROFEX to acquire such capacity. It should be mentioned that, as a result of this Agreement, 18 new brokers were admitted at the closing of this fiscal year. 66 ROFEX launched its Direct Market Access platform (DMA) In the last two decades, the exchanges and markets in the world have faced a frenetic change process characterized, among others, by: • The massive proliferation of ATS (Alternative Trading Systems) and ECN FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX (Electronic Communication Networks), which became effective competitors for liquidity. • The pressure of clients (mainly institutional investors) to obtain more trading liquidity and speed, lower fees and new products. • The growing market integration and globalization that generate an effective competence on the previously exclusive national markets. In order to remain in a competitive business position and survive in this new environment, exchanges needed to diversify and move towards better business practices, more business-oriented and based on the improvement of their systems´efficiency, accessibility and ease of use. In Argentina, since 1998, ROFEX offers futures electronic trading. This factor, together with the Market’s demutualization process completed in 2006, allowed ROFEX to concentrate its resources on the development of an open architecture platform, easily integrated with other markets or networks. Thus, in 2006, ROFEX opened its electronic trading platform by installing a new connection point to it (gateway) based on the FIX protocol, the leading communication standard of the world financial industry. This allowed ROFEX, among other things, to connect with another exchange to enter into product cross-listing agreements and enabled Brokers to develop and/ or buy their own terminals to trade in the Market. But, undoubtedly, due to the existence of this open standardized technology, the possibility of providing DMA to the Argentine market began to be developed for the first time in 2009. Thus, in the second half of the year, the access schemes that would be supported by ROFEX and its intermediaries were designed, while the approval of such access and distribution models was requested to the CNV. In March 2010, the CNV authorized ROFEX to offer DMA and in June, issued Resolution N° 573, included in that organization’s rulebook, where the issue is broadly regulated for the Argentine market. DMA is the new electronic trading platform that ROFEX launched on April 28, 2010, to allow the use of new information technologies and facilitate direct access to the Market. DMA consists of a market or exchange access model, in which intermediaries (brokers) offer their clients the possibility to: • Visualize in real time the order book of the exchange’s electronic system. • Send orders electronically that, upon compliance with certain quantity limits and other parameters established by Brokers and/or markets, are routed automatically to the central order book of the exchanges or markets. At present, ROFEX is the only exchange in Argentina that offers Direct Market Access. At the beginning of July 2010, it already had a certified DMA 67 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º vendor and six brokers authorized to offer DMA to their clients. In this first stage, the technological solution that supports ROFEX´s electronic trading platform allows only futures contracts to be traded via DMA; however, the Market is working to migrate in a short term a new system version that will accept other products, such as options contracts. As regards the technological level, the incorporation of HFT (High Frequency Trading) and co-location agreements represents a huge challenge for markets, as they will have to invest in and adapt their matching, distribution and publication systems to face the huge message flow generated by this trading. In this sense, ROFEX is working as from twelve months in the development of a new high-performance, very low-latency trading platform, programmed in FIX language as from the beginning. This platform will be put into production as from the second semester and without any doubt will be fundamental for ROFEX´s business growth in Argentina and its integration with other market platforms. Rofex 1909 – 2009 Centennial Celebration ROFEX celebrated its 100th Anniversary in an important event headed by Mr. Luis Ossola, President of the Institution. In his speech, he remembered parts of ROFEX´s history, considering November 19, 1909 as the opening date and highlighting several milestones that has today positioned ROFEX as one of the main markets in Argentina and Latin America. More than 600 guests attended the celebration that ended with a cocktail that took place at the Rosario Board of Trade main room. As part of the celebration, a Capital Market and Derivatives Seminar was developed, in which national and international well-known financial experts made presentations. It should be mentioned, among others, Mr. Carlos Zarazaga, Chief Economist and Advisor for Latin America Economic Affairs from the Federal Reserve-Dallas Branch; Mr. Alejandro Vanoli, President of the National Securities Commission and Mr. Paulo Oliveira Jr, BMF (Bovespa) Business Development Director. Additionally, the Rofex 100th Anniversary Golf Tournament was organized at the Rosario Golf Club. After the tournament, a dinner was offered to the participants at the Mercurio Restaurant of the Rosario Board of Trade where the winners received their prizes. 68 Participation in national and international events During this fiscal year, ROFEX’s authorities and representatives have actively participated in local and international events. In September 2009, the 30th Bürgenstock International Conference, organized by the Swiss Futures and Options Association (SFOA) was held in Interlaken, Switzerland. In this FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX traditional event a panel dedicated to Derivatives markets in Latin America was organized for the first time. Mr. Ismael Caram, Operations Manager and Mr. Luis B. Ossola, President, participated in the panel representing ROFEX. From October 20 to 22, 2009, the 25th Annual Exposition of Futures and Options, organized by the Futures Industry Association (FIA) was held in Chicago, USA. This is one of the most important events in the derivatives world. Mr. Ismael Caram, Operations Manager, attended the Exposition on behalf of ROFEX, sharing during the three-day event experiences with representatives of the most important world markets. Another event where ROFEX participated was the 4th Financial and Capital Markets International Congress, annually organized by BMF Bovespa, in Campos do Jordao, Brazil. Mr. Alejandro Bour and the Directors Mr. Andrés Ponte and Pedro Amuchástegui attended the Congress, in representation of ROFEX. Rofex also participated in the HIGH TECH event, organized by the IberoAmerican Federation of Boards of Trade, held at the Buenos Aires Board of Trade on April 21 and 22, 2010. Mr. Sebastián Ferro, IT Manager and Mr. Ismael Caram, Operations Manager, participated in panels representing ROFEX. Besides, ROFEX participated in the VIII World Soybean Conference, held in Beijing, China. Mr. Pablo Torti, ROFEX’s Director, attended the event together with authorities of the Rosario Board of Trade. Several meetings were held to strengthen institutional relations with that country. Corporate Social Responsibility The General Manager proposed a Corporate Social Responsibility Plan with the objective of fostering the professional development and further incorporation to the labor world, of young people of scarce resources, training them to develop skills to allow them to access ROFEX´s dynamic market. The project will also contribute to improve conditions in Rosario and the region. An agreement with the A.R.A.S. Foundation (Rosario Association for Solidarity Assistance) was evaluated, as this Foundation has established solid relationships with regional, national and foreign solidarity institutions that provide funds and support to educational projects. ROFEX has also work agreements with, among others, the Federal Ministry of Labor, the Provincial Ministries of Social Action and Education, Rosario and Pérez Municipalities, Los Pinos Educational Center (Uruguay), Elis Center (Italy), Rhein Donau Foundation (Germany), the Ministry of Social Development (Germany) and Casatejada Foundation (Spain). Based on the proposal to reach an agreement with A.R.A.S. Foundation, in ROFEX´s Board of Directors meeting held on March 2, 2010, it was unanimously approved to provide scholarships to complement formal studies 69 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º through school support and intensive training in IT and English language in the Centro Educativo 4 Vientos (Four Winds Educational Center) where the above mentioned Foundation has been working from a decade. The total contribution committed by Rofex during 2010 would reach $60,000 pesos. Training Important changes were performed during 2010 in the program training offered by ROFEX´s Training area. tional University of Rosario (UNR). This year inscriptions largely exceeded those of last year, reaching a total of 24 attendees, accounting for a 50% increase as compared to previous year. Distribution of fiscal year income According to the Income Statement, the fiscal year ended with a net profit of $9,345,428.- which the Board of Directors proposes to distribute as follows: The regular courses program adopted a new name: ROFEX Professional Trader Program (POP), integrated by several courses -more than 22- delivered throughout the year, aimed at developing future and options experts with a complete knowledge of market derivatives. To legal reserve $ 467,271.To cash dividends$ 2,100,000.To next fiscal year $ 6,778,157.- POP courses are divided into four sub programs: an introductory program (Futures and Options Training Program); an exclusive options program (Options Advanced Program); a program dedicated to agricultural products (Agro Program) and a specialized risk program (Risk Program). This sub division was created to respond to the demand from those willing to be trained in more focused subjects, such as commodities options and futures. Also, the amount of $ 390,000.- is proposed to be assigned to Directors and Syndic’s fees, which has been included in the Income Statement through a provision duly registered at year-end. This new program structure allows developing in depth certain contents and adding new courses, following the suggestions received every year from our participants. In the 44 courses organized and delivered at ROFEX´s offices in Buenos Aires during the fiscal year ended on 31 July 2010, the number of participants was of 674 while 54 participants attended tailor made courses at the Market’s offices. During this fiscal year, free presentations were delivered in the most important Rosario universities and business schools aimed at spreading the future market and encouraging the study of this subject in the academic community. Around 380 people participated in this activity, among students and professors. In the same period, many requests for courses and programs were received from country side cities, due to the lack of training on market derivatives. Answering those claims, several seminars were carried out to satisfy requests in the following provinces: Cordoba, Mendoza, Tucumán, Salta and Santiago del Estero. 70 FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX ROFEX´s training staff again participated in the Financial Specialization Program (PEF) of the Argentine Central Bank (BCRA), delivering the subjects of “Corporate Finance” and “Finance Derivatives”. 41 employees of BCRA and other public institutions are registered in the PEF. In March 2010, the 5th Edition of the Specialization and Master in Finance courses was held at ROFEX’s offices in Buenos Aires, together with the Na- Outlook for next fiscal year Financial Derivatives Division (DDF): As in the previous fiscal years, trading volume is expected to continue growing. However, grow rates would probably be slightly lower as compared to previous years, despite the natural relationship between volumes and prices volatility that the market (especially the exchange market) will register in the future. Agricultural Derivatives Division (DDA): The growth registered during last year, higher than 80%, make us optimistic as regards business evolution in this current year. Nevertheless, last year’s high growth rate was due to the recovery after the crisis between the Government and the agricultural sector. This year growth rate will be lower and will be boosted by the increase in Soybean for crushing contracts. Direct Market Access (DMA): Perspectives for this fiscal year allows us to be optimistic about the evolution of this new execution method. However, DMA evolution will depend on the adoption speed of this technology by Brokers and the incorporation of new products by ROFEX, making this alternative more attractive for investors. Acknowledgments Finally, the Board of Directors wants to express its gratitude for the continuous cordiality and efficiency shown by the officials and managers of the National Securities Commission, the Argentine Central Bank and the Argentine Ministry of Agriculture, Livestock and Food. Furthermore, the Board wishes to thank all staff members for the professionalism and permanent dedication shown as well as the authorities and officials of the Rosario Board of Trade for the constant institutional support given to the Company. 71 FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Board of Directors: MERCADO A TÉRMINO DE ROSARIO S.A. Chairman Vicechairman Luis B. Ossola Fabio J. Bini Secretary Leandro Salvatierra Treasurer Pedro Amuchástegui Regular Members Jaime Abut Jorge E. Weskamp Pablo L. Torti Andrés E. Ponte Gustavo Cortona Alternate Members Edgardo J. Noviski Pablo Scarafoni Horacio Angeli Ricardo O. Fernández Regular Syndic Fernando R. Viñals Alternate Syndic Miguel C. C. Araya General Manager Diego G. Fernández External Auditors Vigna, Santoni y Asociados 75 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Company´s Data Expiry of the company´s life: MERCADO A TÉRMINO DE ROSARIO S.A. Paraguay 777 15º Floor - Rosario - Province of Santa Fe August 15, 2089 Registered with the corporation control authority under number: Company´s Main Activity: 226 Registration of futures trades on national agricultural, horticultural, livestock and mining products and representative indexes and options contracts Balance Sheet Corresponding to fiscal year Nº 101 Registration date on the Commercial Registry: 76 Of Bylaws: February 22, 1910 Of Amendments: November 24, 1919 May 13, 1921 June 11, 1926 November 29, 1932 November 30, 1940 May 4, 1945 April 6, 1953 December 27, 1978 January 11, 1983 August 15, 1990 February 21, 1994 August 22, 1997 December 23, 1998 June 26, 2000 August 30, 2001 December 26, 2002 August 12, 2003 November 6, 2006 May 30, 2007 June 4, 2010 Commenced: August 1, 2009 Ended: July 31, 2010 (Compared to previous fiscal year) Capital Status (Note 5) Subscribed Paid up 10,000 Class A ordinary shares with a nominal value of $1,000 $10,000,000 $ 10,000,000 500 Class B ordinary shares with a nominal value of $1,000 $ 500,000 $ 500,000 $ 10,500,000 $10,500,000 77 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Balance Sheet at Julyl 31, 2010 (Compared to previous fiscal year) LIABILITIES ASSETS Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) 2.347.790 1.044.139 14.907.229 14.604.365 Receivables for services (Note 3-c) 2.726.535 2.749.462 Other receivables (Note 3-d) 1.838.555 1.270.023 - 4.628 Investments (Note 3-b) Other assets (Note 3-e) Total Current Assets 21.820.109 19.672.617 Non-Current Assets 2.901.105 814.532 635.263 1.098.706 2.195.229 98.722 - 5.929.626 5.731.597 Other liabilities (Note 3-i) 900 900 Total Non-current Liabilities 900 900 5.930.526 5.732.497 Taxes payable (Note 3-h) Other liabilities (Note 3-i) Total Current Liabilities Non-current Liabilities Total Liabilities Investments (Annex C) 2.549.630 2.226.121 Other receivables (Note 3-d) 5.943.344 1.044.854 699.827 819.174 Fixed assets (Annex A) Intangibles (Annex B) 180.533 315.092 Other assets (Note 3-e) 1.115.372 - Total Non-current Assets 10.488.706 4.405.241 Total Assets 32.308.815 24.077.858 07/31/09 ($) 3.917.666 Salaries and social security liabilities (Note 3-g) Cash and equivalents (Note 3-a) Fiscal year ended 07/31/10 ($) Current Liabilities Accounts payable (Note 3-f) Current Assets Fiscal year ended SHAREHOLDERS´ EQUITY Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) (Per corresponding statement) 26.378.289 18.345.361 Total Liabilities and Shareholders´ Equity 32.308.815 24.077.858 The accompanying notes and annexes are an integral part of these financial statements. 78 79 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Income Statement Statement of changes in shareholders´ equity Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) Net income from services Expenses (Annex H) Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) 25.473.115 18.836.761 (15.652.137) (14.288.507) Operating income 9.820.978 Financial and holding results: Generated by assets: Gain on mutual funds Gain on public bonds Gain on fiduciary bonds Exchange Interests Cash dividends Other results Generated by liabilities: Interests Gain on investments in related companies (Note 3-j) Other income and expenses (Note 3-l) Income before taxes Income Tax (Note 5) Net income for the year 4.548.254 Owners´ Contributions Captions Balances at August 1, 2008 (1.752.525) (1.743.231) 9.345.428 5.131.540 $ $ $ $ $ $ 10.500.000 524.344 493.390 141.721 1.554.366 13.213.821 - - - Legal Reserve 6.874.771 Total - (224.079) 11.097.953 Retained earnings - 77.718 (77.612) (20,079) Legal Reserve - Net income for the fiscal year ended 07/31/09 16,685 Guaranty Fund - (219.780) 313.019 57.471 1.571.290 286.210 25.000 33.538 483.848 Surplus Assigned to Legal Reserve by resolution of Ordinary Meeting of Shareholders dated 11/20/2008 838 13.381 25.767 300.424 549.292 12.500 128.877 323.508 Accrued Results Share capital Balances at July 31, 2009 10.500.000 524.344 (77.718) - - 5.131.540 5.131.540 493.390 219.439 6.608.188 18.345.361 Assigned by resolution of Ordinary and Extraordinary Meeting of Shareholders dated 10/27/2009 to: - - - 256.577 (256.577) - Cash dividends - - - - (1.312.500)(1.312.500) Income for the fiscal year ended 07/31/10 according to Income Statement - - - - 9.345.4289.345.428 Balances at July 31, 2010 10.500.000 524.344 - 493.390 476.016 14.384.539 26.378.289 The accompanying notes and annexes are an integral part of these financial statements. The accompanying notes and annexes are an integral part of these financial statements. 80 81 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Statement of Cash Flows Notes to the Financial Statements Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) Changes in cash Cash at beginning of the year Cash at end of the year (Note 3-k) 15.622.805 17.241.761 10.160.631 15.622.805 Cash net increase 1.618.956 5.462.174 Reasons for changes in cash Operating activities Services collection Payment of expenses Financial and holding results generated by collected receivables Financial and holding results generated by paid liabilities Net increase in traders´ credit balances Income tax payments Net increase in other receivables Net increase in other assets Net increase (decrease) in tax liabilities 25.496.042 (14.288.734) 17.683.434 (13.067.263) 807.472 2.008.146 (77.612) 342.280 (2.842.071) (5.295.102) (1.000.000) (138.543) (8.297) 1.249.352 (399.501) (1.002.560) 174.243 3.003.732 6.637.554 Net cash flow generated by operating activities Investment activities Payments for purchase of fixed assets Payments for purchase and development of intangibles Net increase in non-current investments Net cash flow used in investment activities (143.334) (27.664) - (170.998) (601.952) (12.168) (390) (614.510) Financing activities Net decrease in bank loans Payment of cash dividends - (1.213.778) Net cash flow generated by financing activities Cash net increase (1.213.778) 1.618.956 (560.870) - (560.870) 5.462.174 The accompanying notes and annexes are an integral part of these financial statements. 82 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Basis of Accounting and Presentation 1.The financial statements have been prepared in accordance with resolutions of the National Securities Commission (CNV) for which: a) they have been valued in accordance with criteria established by the Accounting Principles Nº 16 to 21 of the Argentine Federation of Professional Councils in Economic Sciences (F.A.C.P.C.E.), with the amendments introduced by the Professional Council in Economic Sciences of the Autonomous City of Buenos Aires; the main criteria used are described in Note 2; b) they have been re-expressed in uniform currency up to February 28, 2003 through the application of the adjustment method of Accounting Principle Nº 6 of the F.A.C.P.C.E.; with this purpose, the quotients used for adjustment have been determined according to the evolution of the internal price index published by INDEC; as from March 1, 2003 and in compliance with General Resolution Nº 441/2003 of the National Securities Commission, the company discontinued the application of such adjustment method without producing significant distortions in the financial statements; c) the financial statements have been prepared according to the guidelines prescribed by Accounting Principles Nº 8 and Nº 9 of the F.A.C.P.C.E. 2. Valuation Criteria a) National currency assets and liabilities Cash, receivables and debts in national currency are expressed in their nominal values. Such concepts do not include significant implicit financial components subject to segregation. The contributions to the Reciprocal Guarantee Company are included net of bad debt provision estimated from the contingent risk fund. b) Foreign currency assets and liabilities Foreign currency cash and investments have been valued at year-end exchange rates. Details are exposed in Annex G. Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente 83 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX c) Investments • Mutual funds, corporate bonds, postdated checks and public and fiduciary bonds: at their net realizable value at the closing of the fiscal year. • Fixed-term deposits in national currency: at the original allocated value plus interest accrued through year-end. • Investments abroad: at their net realizable value at the closing of the fiscal year, converted into pesos by the application of the exchange rates mentioned in Note 2.b). • Participation in Rosario Administradora Sociedad Fiduciaria S.A.: at the value estimated by the equity method in accordance with the financial statements as of June 30, 2010 of such company without significant transactions or events affecting the issuer’s financial statements between that date and July 31, 2010. The accounting standards used by Rosario Administradora Sociedad Fiduciaria S.A. to prepare its financial statements are the same as those used by the Company. The Mercado a Término de Rosario S.A. holds a 42.5 % participation in the capital and votes of Rosario Administradora Sociedad Fiduciaria S.A. • Other non-current shares: at their cost value. d) Fixed assets and intangibles Acquisition values have been restated up to February 28, 2003 according to the date of origin of the items that make up the balances at year-end and in accordance with the variations of the Index mentioned in Note 1.b). Purchases after that date have been included by their acquisition value without being updated. Depreciations and amortizations have been calculated on the basis of such values and by the straight line method. The residual values taken as a whole do not exceed their respective recoverable values. e) Other assets The fixed-term deposits in national currency that make up the guarantee fund of the deposit contract concluded with Argentina Clearing S.A. have been valued according to the same criteria indicated for investments in Note 2.c). 84 f) Income tax and tax on minimum presumed income The Company recognized the income tax charge according to the deferred tax method, which basically consists of recognizing the temporary differences between the measurements of accounting and taxable assets and liabilities. The calculation is exposed in Note 5. Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico In order to determine deferred assets and liabilities, the tax rate expected to prevail at the time of reversal or use was applied to the temporary differences detected and to the tax losses, considering the laws enacted at the date of issuing these financial statements. The assets generated by the application of the deferred tax method have been expressed in their nominal values. The differences generated by the results of the related company are considered permanent. The Company also determines the tax on minimum presumed income (IGMP), applying the current rate of 1 % to computable assets as of year-end. This tax is supplementary to the income tax. The Company’s tax obligation in each fiscal year shall be the higher of both taxes. However, should the IGMP be higher than the income tax in any given fiscal year, such excess can be considered as a prepayment on account of the income tax that may arise in any of the ten subsequent fiscal years. g) Shareholders´ equity Except for the Share Capital, which has to be stated at its nominal value according to legal provisions, the balances of the remaining accounts have been re-expressed up to February 28, 2003 by the application of the adjustment quotients set forth in Note 1.b). h) Results The profit and loss accounts are disclosed at their nominal values, except for the depreciation of fixed assets and the amortization of intangibles, which have been determined according to the values of such assets. These balances do not include significant implicit financial components subject to segregation. i) Accounting estimates The preparation of financial statements requires the Company´s Management to make estimations and valuations impacting on the amount of assets and liabilities registered at a specific date, and of the contingent assets and liabilities disclosed as of such date, as well as income and expense registered in the fiscal year. The Company´s Management makes estimates to calculate at a given time, for example, the recoverable value of assets, the terms of collection and debt and credit cancellation, the income tax charge and the provisions for contingencies. Actual future results may differ from the estimations and evaluations made as of the date of preparation of these financial statements. 85 Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX 3.Breakdown of the main accounts The breakdown of the main accounts is as follows a)Cash and equivalents Petty cash Foreign currency (Annex G) Bank accounts in national currency Bank accounts in foreign currency (Annex G) Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) 9.200 4.884 143.317 2.190.389 2.347.790 9.900 5.616 232.101 796.522 1.044.139 b) Investments (current) Public bonds and corporate bonds (Annex C) 829.629 Other investments (Annex D) 14.077.600 14.907.229 14.604.365 14.604.365 c) Receivables for services Current Services receivable 50.676 7.351 Traders 2.675.859 2.742.111 2.726.535 2.749.462 86 d) Other receivables Current Prepaid expenses Loans to the staff Shareholders Recoverable expenses Contrib. to Reciprocal Guarantee Company Miscellaneous Non current Loans to the staff Deferred income tax Contributions to Reciprocal Guarantee Company Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico 228.862 66.333 16.371 75.589 1.414.213 37.187 1.838.555 90.183 53.161 5.800.000 5.943.344 85.412 30.066 33.147 75.589 1.033.538 12.271 1.270.023 42.938 1.916 1.000.000 1.044.854 Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) e) Other assets Current Advertising material - 4.628 - 4.628 Non Current Deposits-Argentina Clearing S.A. (Note 7) 1.115.372 1.115.372 - f) Accounts payable Current Suppliers 2.008.821 1.334.540 Traders 1.908.845 1.566.565 3.917.666 2.901.105 g) Salaries and social security liabilities Current Social security liabilities payable Allowances h) Taxes payable Current Value Added Tax Provision for income tax (Note 5) Income tax prepayments and withholdings Income tax withholdings Turnover tax and stamp tax withholdings City rates Miscellaneous 111.731 702.801 814.532 96.344 1.803.770 (1.450.640) 6.108 - 642.952 172 1.098.706 84.148 551.115 635.263 231.066 1.744.369 (352.938) 9.802 299 562.631 2.195.229 i) Other liabilities Current Cash dividends to be paid 98.722 98.722 Non current Directors´ guarantee deposit 900 900 87 900 900 Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) j) Gain on investments in related companies Rosario Administradora Sociedad Fiduciaria S.A . 323.508 323.508 k) Cash determination at year-end Balances in Cash and equivalents (Note 3-a) Public Bonds and corporate bonds (Annex C) Other temporary liquid investments (Annex D) 2.347.790 829.629 14.064.342 17.241.761 483.848 483.848 1.044.139 14.578.666 15.622.805 l) Breakdown of receivables and debts expiration dates and information about interest accruing Receivables ($) Maturing in the following 3 months Maturing in the following 6 months Maturing in the following 9 months Maturing in the following 12 months Maturing in the fiscal year 2011/2012 Maturing in the fiscal year 2012/2013 Unspecified term Interest accruing Non-interest accruing 2.864.350 85.334 62.961 46.272 61.865 28.318 7.359.334 10.508.434 Debts ($) 2.310.412 617.576 3.002.538 5.930.526 7.214.213 3.294.221 612.273 5.318.253 10.508.434 5.930.526 4.Share capital increase and amendments to by-laws The General Extraordinary Meeting of Shareholders held on December 27, 2006 resolved to increase the share capital by $ 10,185,000 through the capitalization of the entire balance of the “Overall adjustment of share capital” account for an amount of $ 644,344 and the capitalization of the partial balance of the “Surplus” account for an amount of $ 9,540,656. The same Meeting resolved to increase the nominal value of the current book-entry ordinary class A and B shares of $30 by $970 each, keeping the same number of shares issued. The share capital thus amounts to $ 10,500,000 represented by 10,000 Class A ordinary shares and 500 Class B ordinary shares, with a nominal value of $ 1,000 each, with the right to one vote per share. Moreover, the abovementioned Meeting resolved to increase the share capital by $ 20,000,000 through the issue of 20,000 Class A ordinary shares with a nominal value of $ 1,000 each and a share premium of $ 1,480 per share, delegating to the Board of Directors the time, subscription and payment conditions for the shares corresponding to this increase. In view of the foregoing, the Company’s share capital is set at $ 30,500,000 represented by 30,000 Class A ordinary shares and 500 Class B ordinary shares, with a nominal value of $ 1,000 each, with the right to one vote per share, with the consequent amendment of section 5° of by-laws. Afterwards, the Ordinary and Extraordinary Meeting of Shareholders held on October 27, 2009 resolved to revoke the share capital increase of $ 20,000,000 mentioned in the previous paragraph and the consequent amendment of section 5° of by-laws, setting the new share capital at $ 10,500,000, represented by 10,000 Class A ordinary shares and 500 Class B ordinary shares, with a nominal value of $ 1,000 each. The Bylaws´partial amendments resolved by the abovementioned Meetings were approved by the Corporation Control Authority of the Province of Santa Fe through Resolution Nº 1.090 on December 3, 2009 and registered in the Commercial Registry of the City of Rosario on June 4, 2010, at Volume 91, Folio 5941, Nº 304. 88 89 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX 5. Income Tax Set out below is a reconciliation between the Income tax charged to income and the tax that would result from applying the prevailing tax rate to the accounting income before tax and the tax of the year determined for fiscal purposes: Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) Profit for the year before income tax 11.097.953 Current tax rate 35% Results of the year at tax rate 3.884.284 Permanent differences at tax rate: Contributions to Reciprocal Guarantee Company (2.030.000) Gain on Austrian Bonds - Cash dividends (4.375) Income from investments in related companies (113.228) Non-deductible expenses 15.844 Total income tax charge according to Income Statement 1.752.525 Temporary differences at tax rate: Depreciation of fixed assets 1.138 Other gain on financial investments 50.107 Tax of the year for fiscal purposes 1.803.770 6.874.771 35% 2.406.170 6.Memorandum Accounts The breakdown of memorandum accounts is as follows: Trust Funds (Clearing Members Trustors) 1.743.231 1.138 1.744.369 Fiscal year ended 07/31/10 ($) 07/31/09 ($) Allaria Ledesma 8.099.818 - BCRA Argentine Central Bank) 51.198.179 60.893.023 Banco de Galicia y Buenos Aires 1.391.656 2.252.916 34.737 35.572 11.818.525 29.882.668 Banco de Valores Banco Itaú Buen Ayre (350.000) (137.697) (8.750) (169.347) 2.855 Fiscal year ended Banco Macro S.A. - 150.000 Banco Santa Fe - 2.000.000 Banco Santander Río 12.681.728 11.084.795 Banco Standard Bank 11.240.000 - Bank of América - New York 73.031.553 332.016.641 172 765 Caja de Valores (National Security Depository) 524.366.513 543.757.234 BBVA Banco Francés Center for Registration and Settlement of Public Liabilites and Financial Trusts 473.408.961 1.662.662.796 Compass group 4.001.602 - 220.000 220.000 8.839.993 8.629.811 HSBC Bank Argentina 117.773.016 216.163.630 Merrill Lynch 19.356.252 53.041.271 762.872 10.177.504 28.385.194 25.482.052 Fidus Gainvest Nuevo Banco Bisel Raymond James Standard Chartered - 170.000 5.000.000 1.351.610.771 2.958.620.678 Warrant SGS Argentina S.A. 90 91 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente Luis B. Ossola Presidente Tesorero Pedro Amuchástegui (Nuestro informe se extiende por separado) Síndico Fernando R. J. Viñals Vigna, Santoni y Asociados Contadores Públicos Nacionales 1.556.749 143.334 1.700.083 737.575 262.681 1.000.256 699.827 819.174 Total 34.735 24.169 27.484 7.251 51.653 16.918 - 51.653 Vehicles 20% 71.039 124.479 253.749 324.788 Vs. - 378.228 53.440 Improvements in third parties´ real estate 378.228 2.128 1.168 31.997 960 Vs. 31.037 - 33.165 - - 62.286 - 62.286 - 62.286 33.165 $ Training courses equipment 92 $ Increases At the beginning of fiscal year Captions Original values The National Securities Commission has established by General Resolution N°562, the application of the Accounting Principle N° 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts, for certain entities included in the public offer regime of Law 17.811, either for their capital or for their corporate bonds, or which have requested authorization to be included in said regime, the international rules for financial information (NIIF) issued by the IASB (International Accounting Standards Board). On August 3, 2010, the Board of Directors resolved the optional application of NIIF rules and approved the specific implementation plan, so that such rules will be applied to the Company as from the fiscal year beginning on August 1, 2012. $ $ 8. International Rules About Financial Information 62.286 - Electronic Market equipment 1.115.372 1.031.417 143.334 1.174.751 573.894 $ - Rate 1.115.372 For the year Fixed-term deposits in national currency At the Accumulated end of at beginning fiscal year of fiscal year 31/07/09 ($) Depreciations 31/07/10 ($) Amount $ Accumulated at end of fiscal year The composition of the guarantee fund before a Clearing Member´s potential default is as follows: Vs. 183.431 757.325 417.426 457.523 Balance Sheet at July 31, 2010 (Compared to previous fiscal year) Furniture, fittings and computer equipment In order to increase the strength of the guarantee system of the trades carried out in Mercado a Término de Rosario S.A. and registered in Argentina Clearing S.A. and to reinforce the equity support of the Clearinghouse, a deposit contract was concluded on July 30, 2009. The depositor is the Mercado a Término de Rosario S.A. and the depositary, Argentina Clearing S.A. The contract has a duration of 10 years. Annex A. Fixed Assets Net Net Balance at Balance at 07/31/10 07/31/09 $ $ 7. Deposit contract to reinforce the guarantees of Futures and Options Trades carried out In ROFEX and Registered in Argentina Clearing S.A. 93 Rosafe Soybean Index Development Business Plan Development $ - - - 293.040 77.339 10.923 $ 10.923 77.339 - 444.093 222.756 - 10.923 - 77.339 - 293.040 293.040 - 239.027 239.027 - - - - - 25% - - - - Vs. Rate - 46.354 - - 175.471 175.471 Share capital Results Sharehol% ders´ Equity share - business Date Last financial statements Issuer information Presidente Luis B. Ossola 162.223 1.514.264 180.533 315.092 221.337 Book-entry 174.908 - - 654.158 Ordinary 400 400 10.000 16.685 600 - - - - 2.531.945 600 - 400 - 16.685 - (2) 30/06/2009 12.000 400 (Nuestro informe se extiende por separado) Contadores Públicos Nacionales Vigna, Santoni y Asociados Síndico Fernando R. J. Viñals Tesorero Pedro Amuchástegui Presidente Luis B. Ossola (1) Fiduciary Company; (2) Information systems consulting services; (3) Securities, Commodities and Futures Exchange; (4) Granting guarantees to members partners by entering into mutual guarantee agreements; (5) Figures of Share Capital, Results and Shareholders´Equity expressed in thousands of Brazilian Reales. - - 1.146.401 5,0% 5.957.517 42,5% 282.601 19.915.506 308.113 761.196 (4) 31/12/2009 8.334.891 7.203.823 224.988.157 16.685 (3) (5)31/03/2010 2.540.239 600 (1) 30/06/2010 3.200.000 - - 2.531.9452.208.436 654.158 Subtotal2.549.6302.226.121 Total3.379.2592.226.121 Garantizar S.G.R. Book-entry 600 Ordinary Bolsa de Valores, Mercadorias & Futuros (BM&FBOVESPA S.A.) Primary Brokers S.A. Other shares 1.360 Rosario Administradora Sociedad Fiduciaria S.A. Book-entry Companies Section 33 Law 19.550 Non Current Investments Subtotal829.629 (OYPF3) (Annex G) O.N. YPF S.A. Class 3 U$S - - - - 93.755 Corporate bonds Bonds from the Province of Cordoba (BONCOR 2017) (Annex G) Current Investments Public bonds Class Tesorero Pedro Amuchástegui Amount Net Value Value Cost estimated by realizable recorded recorded the equity value value at 07/31/10 at 07/31/09 Principal line of method $ $ Síndico Fernando R. J. Viñals - - - - 111.023 333.779 110.314 - 10.923 - 77.339 - 293.040 - 239.027 51.200 560.156 70.219 $ Net Net Balance at Balance at 07/31/10 07/31/09 $ $ Balance Sheet at July 31, 2010 (Compared to previous fiscal year) Nominal value (Nuestro informe se extiende por separado) Contadores Públicos Nacionales $ Amount Accumulated at end of fiscal year Annex B. Intangibles Securities Issuer and characteristics $ 1.682.597 27.664 (15.464)1.694.797 1.367.505 (15.464) - - 444.093 $ For the year Amortization At the Accumulated Disposals end of at beginning fiscal year of fiscal year 27.664 (15.464) 630.375 524.420 (15.464) $ Disposals 239.027 618.175 $ Vigna, Santoni y Asociados Brands Total Financial Derivatives Division Development 94 Electronic Market Development Software Captions Increases Original values At the beginning of fiscal year ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Annex C. Investments, Stocks, other securities and participation in other companies Balance Sheet at July 31, 2010 (Compared to previous fiscal year) 95 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Annex D. Other Investments Annex G. Foreign currency Assets and Liabilities Balance Sheet at July 31, 2010 (Compared to previous fiscal year) Balance Sheet at July 31, 2010 (Compared to previous fiscal year) Main account and characteristics Book Value Book Value at 07/31/10 ($) at 07/31/09 ($) Current Investments (Temporary liquid investments) Captions Mutual funds: Assets HF Pesos Plus - Super Gestión Mix VI 2.299.713 907 - In foreign currency: Other mutual funds (Annex G) 1.003 Fixed-term deposits in national currency Investments abroad in foreign currency (Annex G) - 10.873.201 1.011 3.848.322 10.459.757 Fiduciary bonds in national currency: Fideicomiso financiero Grancoop III 184.225 Postdated checks in national currency 698.769 - Other available funds: In national currency 7.431 200.209 In foreign currency (Annex G) - 68.460 Subtotal Temporary liquid investments 14.064.342 14.578.666 Other investments 12.500 758 25.000 699 Subtotal Other investments 13.258 25.699 14.077.600 14.604.365 Total Vigna, Santoni y Asociados (Nuestro informe se extiende por separado) Current exchange rate Amount in Amount and type of local currency foreign currency Amount in local currency Foreign currency (Note 3-a) U$S 520 3,920 2.037 U$S 506 1.930 Real 106 2,170 229 Real 492 984 Swiss F. 9 3,650 Euro 392 5,100 Urug 510 0,191 Pound 79 6,200 Bank accounts (Note 3-a) U$S 558.773 3,920 Fernando R. J. Viñals Síndico 33 Swiss F. 1.999 Euro 97 - 9 31 392 2.137 - 489 Pound 83 534 2.190.389 U$S 208.787 796.522 Subtotal 2.195.273 802.138 Investments Public bonds (Annex C) U$S 46.354 3,785 175.471 - 3,740 654.158 - Corporate bonds (Annex C) U$S 174.908 Mutual funds (Annex D) C.P. 485 Vs. Investments abroad (Annex D) U$S 2.773.776 3,920 Other available funds (Annex D) - Cash dividends receivable (Annex D) Real - 350 - 2,170 - - 1.003 C.P. 446 1.011 10.873.201 U$S 2.741.745 10.459.757 - U$S 758 17.945 68.460 350 699 Real Subtotal 11.704.591 Total Assets Cash dividends receivable In national currency In foreign currency (Annex G) Contadores Públicos Nacionales Amount and type of foreign currency At July 31, 2009 Cash and equivalents In national currency: 96 At July 31, 2010 1 0.529.927 13.899.86411.332.065 97 Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Annex H. Expenses Informative Report Balance Sheet at July 31, 2010 (Compared to previous fiscal year) Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) Information called for under Section 64 (b), Law 19.550 Company´s activity in the fiscal year 1.During the fiscal year under analysis, the traded volume amounted to 56,904,748 contracts, Captions Directors´ and Syndic´s fees Fees and services compensation Salaries Non remunerative payments Social security liabilities Indemnities Insurance Bank fees and expenses Fixed asset depreciation (Annex A) Intangibles amortization (Annex B) Training, study and research Maintenance and cleaning expenses Advertising and distribution expenses Electronic system operation and maintenance Market development Taxes and rates Printed matter, supplies and publications Communication systems and networks Telephone Offices´ rents and services Travel expenses Miscellaneous Total Fiscal year ended Fiscal year ended 07/31/10 ($) 07/31/09 ($) 390.000 901.993 3.571.535 - 742.792 - 16.034 258.848 262.681 162.223 336.342 72.351 1.338.937 2.316.422 2.520.200 400.428 83.039 433.014 45.305 1.246.422 289.349 264.222 15.652.137 600.255 2.843.792 8.702 595.115 10.242 13.419 202.558 195.422 194.608 273.370 172.827 858.670 2.467.828 3.412.135 609.842 72.040 395.621 31.315 881.237 264.120 185.389 14.288.507 98 which represents a 24.12% increase as compared to the volume traded in the fiscal year ended on July 31, 2009. The contracts traded in the Financial Derivatives Division (DDF) reached again 99% of total traded volume; during the fiscal year under analysis, 56,577,095 US dollar futures contracts and 9,993 US dollar options contracts were registered. The open interest at 07/31/2010 reached 1,550,851 contracts, reaching a maximum of 3,080,898 contracts during August. The futures and options exchange on agricultural products, the Agricultural Derivatives Division (DDA), registered a 99.20% increase in its traded volume as compared to the previous fiscal year. A total number of 291,056 contracts were registered, accounting for 7,432,415 tonnes. In this market, the most important contract, the Rosafe Soybean Index, reached 170,.294 futures contracts and 47,844 options contracts as compared to 94,555 futures contracts and 25,919 options contracts registered in the previous fiscal year. As regards volume measured in tonnes, the fiscal year registered an increase of 85.40 % as compared to previous fiscal year. On March 15, 2010, the Board of Directors of the Mercado a Término de Rosario S.A. (ROFEX) and of the Mercado de Valores de Rosario S.A. (MERVAROS), with the Rosario Board of Trade´s approval, subscribed a Letter of Intent, in which both institutions expressed their interest in initiating a merging process between ROFEX and MERVAROS, in order to complement the tools that are currently available for participants in both Markets. This decision was based on the highly positive experiences of market integration, both at regional and international level, and ultimately, to promote the consolidation of capital and derivatives markets. At the date of writing this informative report, the Board of Directors of ROFEX and MERVAROS approved the hiring of Deloitte to assist in the merging process. As it was informed in last fiscal year´s report as regards the hiring of the consulting firm INFUPA S.A. together with MATba to carry out a study to evaluate the possible benefits brought by an eventual integration of the trades of both futures markets, such consulting firm submitted the definitive final report, which is available to all Shareholders. It was agreed with MATba directors to suspend the decision regarding a future integration until the merging process with MERVAROS is completed. On July 30, 2009, an agreement was concluded with Argentina Clearing S.A. by means of which a Guarantee Fund was constituted for an amount of $ 1,000,000 in order to increase the strength of the guarantee system and reinforce the Clearinghouse´s equity support. The term of this contract is 10 years. 99 Vigna, Santoni y Asociados Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX 2.Comparative balance sheet structure (in $) Caption 4.Statistics (traded volume in number of contracts) 07/31/1007/31/0907/31/0807/31/0707/31/06 Current Assets Non Current Assets 21.820.109 19.672.617 12.005.839 11.142.100 1.900.297 10.488.706 4.405.241 3.686.656 2.263.923 1.850.618 Total 32.308.815 24.077.858 15.692.495 13.406.023 3.750.915 Current Liabilities 5.929.626 5.731.597 2.477.774 1.756.894 1.890.670 Non Current Liabilities 900 900 900 900 Subtotal 5.930.526 5.732.497 2.478.674 1.757.794 1.890.670 Shareholders´Equity 26.378.289 18.345.361 13.213.821 11.648.229 1.860.245 Total 32.308.815 24.077.858 15.692.495 13.406.023 3.750.915 Month August September October November December January February March April May June July Total 07/31/1007/31/0907/31/0807/31/0707/31/06 3.380.079 3.310.943 2.868.108 2.004.040 1.534.557 4.890.849 4.904.531 2.884.319 1.551.257 1.253.027 4.991.623 4.893.126 3.034.815 1.456.445 1.383.097 4.696.700 2.282.330 1.723.458 1.688.742 1.928.915 5.466.370 2.396.359 1.346.942 1.294.095 1.571.356 4.569.047 2.950.737 2.316.263 1.730.945 1.308.825 4.190.867 2.965.431 2.242.849 1.579.255 925.321 4.879.994 4.843.405 2.728.763 1.983.338 1.703.792 3.597.234 3.568.240 6.060.408 1.277.181 1.356.562 5.228.885 3.267.719 4.136.449 2.433.427 2.152.818 5.769.825 5.281.213 3.607.715 1.896.871 1.384.057 5.243.275 5.181.571 3.381.584 2.662.395 1.386.746 56.904.748 45.845.605 36.331.673 21.557.991 17.889.073 3.Comparative income structure (in $) 6. Caption 07/31/1007/31/0907/31/0807/31/0707/31/06 Caption Ordinary Operating Income 9.820.978 4.548.254 1.305.801 182.661 953.467 1.842.669 Results On Investments Comp. Section 33 Law 19.550 323.508 483.848 Other Income and Expenses - 467.771 408.446 104.063 (42.949) 190.209 86.364 - 16.685,00 (20.079) 54 Ordinary Net Income 11.097.953 6.874.771 1.894.320 761.237 1.037.780 Taxes (1.752.525)(1.743.231) (328.728) (201.000) (338.000) Total 9.345.428 5.131.540 1.565.592 560.237 699.780 100 Vigna, Santoni y Asociados (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico 07/31/1007/31/0907/31/0807/31/0707/31/06 994.311 Liquidity Financial and Holding Results Contadores Públicos Nacionales 5.Ratios Solvency 3,683,434,856,341,01 444,79%320,02% 533,10%662,66% 98,39% Fixed Assets to Total Assets 32,46% Profitability 41,79%32,52% 12,59% 8,29%46,34% 18,30% 23,49% 16,89% 49,34% 6.Outlook Financial Derivatives Division (DDF): As in the previous fiscal years, trading volume is expected to continue growing. Agricultural Derivatives Division (DDA): DDA traded volumes increased remarkably as compared to the previous fiscal year. This trend is expected to continue throughout the current fiscal year. Pedro Amuchástegui Luis B. Ossola Vigna, Santoni y Asociados Tesorero Presidente Contadores Públicos Nacionales (Nuestro informe se extiende por separado) Fernando R. J. Viñals Síndico Pedro Amuchástegui Luis B. Ossola Tesorero Presidente 101 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX Auditors´ Report d) Statements of Cash Flows corresponding to fiscal years ended on July 31, 2010 and 2009. Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) e) Notes 1 to 8 and Annexes A, B, C, D, G and H 2.Audit scope. To the Chairman and Directors of MERCADO A TÉRMINO DE ROSARIO S.A. In our capacity as independent Public Accountants, we inform that we have audited the financial statements of Mercado a Término de Rosario S.A., which are set out below 1.Audited financial statements. We conducted our audits of the financial statements stated in 1 in accordance with the auditing standards of Accounting Principle Nº 7 of the Argentine Federation of Professional Councils in Economic Sciences. These standards require that the auditor should plan and perform the audit to form an opinion about the fairness of the significant information included in the financial statements taken as a whole. An audit includes examining, on a test basis, evidence supporting the disclosed information in the financial statements, assessing the accounting standards used and, as part of it, the fairness of the estimates made by the Board of Directors. a) Balance Sheets at July 31, 2010 and 2009, whose figures are the following: 3.Conclusion. Assets Liabilities Shareholders´equity 07/31/10 ($) 07/31/09 ($) 32,308,815 5,930,526 26,378,289 24,077,858 5,732,497 18,345,361 b) Income Statements corresponding to fiscal years ended on July 31, 2010 and 2009, which show the following results: 07/31/10 ($) Net Profit $ 9,345,428 07/31/09 ($) $ 5,131,540 c) S tatements of Changes in Shareholders´equity corresponding to fiscal years ended on July 31, 2010 and 2009. 102 In our opinion, the audited financial statements present fairly, in all its main aspects, the financial position of Mercado a Término de Rosario S.A. at July 31, 2010 and the results, the changes in its shareholders´ equity and the statement of cash flows corresponding to the fiscal year then ended, in accordance with professional accounting standards. 4. Special information required by legal provisions. a) The audited financial statements have been prepared in accordance with Law Nº 19550 and Resolutions of the National Securities Commission. b) The financial statements at 07-31-10 and 07-31-09 are recorded in the “Inventories and Financial Statements” book and their figures match the accounting records of the Company, which, in our opinion, complied with legal provisions. Vigna, Santoni y Asociados Vigna, Santoni y Asociados Certified Public Accountants Contadores Públicos Nacionales Humberto D. Santoni Humberto D. Santoni Contador Público Nacional Mat. Nº 5727 - Ley 8738 C.P.C.E. Provincia de Santa Fe Contador Público Nacional Mat. Nº 5727 - Ley 8738 C.P.C.E. Provincia de Santa Fe 103 ROFEX I ANNUAL REPORT AND FINANCIAL STATEMENTS I FISCAL YEAR 101º FISCAL YEAR 101º I ANNUAL REPORT AND FINANCIAL STATEMENTS I ROFEX c)Our task included the revision of the Informative Report, about which we state that: • the information included in the comparative balance sheet structure, comparative income structure and ratios arise from the basic financial statements set out in 1; • points 1, 4 and 6 include all the facts and circumstances which are of our knowledge, having no comments to make. d) At July 31, 2010 and in accordance with the accounting records of the Company, the liability accrued in favour of the National System of Social Security amounted to $95,341, which was not claimable at that date. e) At July 31, 2010 and in accordance with the accounting records of the Company, there was no liability accrued in favour of the Provincial Tax Administration of the Province of Santa Fe as regards turnover tax. Syndic´s Report Corresponding to fiscal year ended July 31, 2010 (Compared to previous fiscal year) To the Shareholders of MERCADO A TÉRMINO DE ROSARIO S.A. I hereby inform the Shareholders that the Board of Directors has submitted for my consideration the Annual Report, Inventory, Balance Sheet, Income Statement, Statement of Changes in Shareholders´ Equity, Statement of Cash Flows, Notes, Annexes and Informative Report corresponding to fiscal year ended on July 31, 2010, in compliance with what is set out in paragraph 5, section 294, Law 19.550. I have examined the above mentioned documents and received all necessary explanations and clarifications, having no comments to make. Likewise, I state that I have performed during the fiscal year the corresponding remaining tasks established in Section 294 of Law Nº 19.550. Rosario, 28 de septiembre de 2010. I recommend the approval of these documents to the Meeting of Shareholders, as they have been prepared according to current legal provisions and they present fairly the economic and financial situation of the Company at July 31, 2010. The Annual Report complies with what is set forth in Section 66 of Law Nº 19.550. Sincerely, Rosario, September 28, 2010. Vigna, Santoni y Asociados 104 Contadores Públicos Nacionales 105 Miguel C. C. Araya Syndic Humberto D. Santoni Contador Público Nacional Mat. Nº 5727 - Ley 8738 C.P.C.E. Provincia de Santa Fe