2015 annual report - fimalac...the offer forms part of our share buyback program and will concern up...

2015 ANNUAL REPORT

Year ended December 31, 2015

Presentation of the Fimalac Group

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CONTENTS

Section 1. Presentation of the Fimalac Group ............................................................................................. 5

1.1. – Chairman's Message ................................................................................................................... 5

1.2. – Key figures.................................................................................................................................. 7

1.3. – Legal structure ............................................................................................................................ 8

1.3.1. – Group structure as of December 31, 2015 .................................................................................. 8

1.3.2. – List of significant subsidiaries at December 31, 2015 ................................................................ 9

1.4. – Fimalac (parent company) .......................................................................................................... 9

1.5. – Fitch Group ................................................................................................................................. 9

1.5.1. – History of Fitch Group ................................................................................................................ 9

1.5.2. – Operating Highlights ................................................................................................................ 10

1.6. – Fimalac Développement ........................................................................................................... 11

1.7. – Webedia .................................................................................................................................... 12

1.8. – Real Estate Division ................................................................................................................. 13

1.9. – Additional Information ............................................................................................................. 14

1.9.1. – Dependence factors ................................................................................................................... 14

1.9.2. – Corporate social responsibility and environmental information ............................................... 14

1.9.3. – Provisions for Environmental Liabilities .................................................................................. 23

1.9.4. – Investment Policy ..................................................................................................................... 23

1.9.5. – Property, Plant and Equipment ................................................................................................. 24

1.9.6. – Material Contracts .................................................................................................................... 24

Section 2. Culture & Diversité Foundation ............................................................................................... 25

Section 3. Risk factors ............................................................................................................................... 30

3.1. – Liquidity risk ............................................................................................................................ 30

3.2. – Market risks (currency, interest rate and equity risks) .............................................................. 31

3.2.1. – Currency risk ............................................................................................................................ 31

3.2.2. – Interest rate risk ........................................................................................................................ 31

3.2.3. – Equities risk .............................................................................................................................. 32


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3.3. – Customer risk ............................................................................................................................ 33

3.3.1. – Fitch Group ............................................................................................................................... 33

3.3.2. – Groupe Barrière ........................................................................................................................ 33

3.3.3. – Live entertainment production and entertainment venue management .................................... 33

3.3.4. – Digital Division ........................................................................................................................ 34

3.4. – Risks associated with off-balance sheet commitments ............................................................. 34

3.5. – Legal risks ................................................................................................................................. 35

3.5.1. – Fitch Group ............................................................................................................................... 35

3.5.2- Other legal risks ........................................................................................................................ 37

3.6. – Industrial and environmental risks ............................................................................................ 37

3.7. – Other risks ................................................................................................................................. 37

3.7.1. – Risks affecting the industries in which the Group operates ...................................................... 37

3.7.2. – Risks associated with the entertainment venue and sports center management

business ..................................................................................................................................... 37

3.7.3. – Risks associated with the live entertainment production business ........................................... 38

3.7.4. – Risks associated with Groupe Barrière's business .................................................................... 38

3.7.5. – Risk associated with the Digital Division ................................................................................. 39

3.8. – Liens or mortgages on Fimalac's assets .................................................................................... 39

3.9. – Insurance ................................................................................................................................... 39

3.10. – Real estate market risks ............................................................................................................ 40

Section 4. Management's Discussion And Analysis .................................................................................. 41

4.1. – Management's discussion and analysis of the consolidated financial statements ..................... 41

4.2. – Management's discussion and analysis of the Company financial statements.......................... 42

Section 5. Trend information ..................................................................................................................... 43

5.1. – Recent developments ................................................................................................................ 43

5.2. – Outlook for 2016....................................................................................................................... 43

5.3. – Financial calendar ..................................................................................................................... 44

Section 6. Financial information for the year ended December 31, 2015 ................................................. 45

6.1. – Consolidated financial statements ............................................................................................ 45

6.2. – Statutory Auditors' fees........................................................................................................... 115


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6.3. – Report of the Statutory Auditors on the consolidated financial statements ............................ 116

6.4. – Company financial statements ................................................................................................ 118

6.5. – Report of the Statutory Auditors on the company financial statements ................................. 136

6.6. – Statutory Auditors' special report on related party agreements and commitments ................. 138

Section 7. Corporate Governance ............................................................................................................ 142

7.1. – Senior Management structure ................................................................................................. 142

7.2. – Chairman's Report (Article L.225-37 of the French Commercial Code) and

Statutory Auditors' Report on the Chairman's Report ............................................................ 142

7.2.1. – Chairman's Report .................................................................................................................. 142

7.2.2. – Statutory Auditors' Report on the Chairman's Report ............................................................ 160

7.3. – Information about Directors and Non-Voting Directors ......................................................... 162

7.4. – Directors' Interests .................................................................................................................. 179

7.4.1. – Directors' individual compensation packages ......................................................................... 179

7.4.2. – Funding of central services by Group companies ................................................................... 185

7.4.3. – Cash pooling agreement ......................................................................................................... 185

7.4.4. – Other agreements entered into in prior years and which remained in force in

2015 ........................................................................................................................................ 185

7.4.5. – Agreements authorized during the year .................................................................................. 186

7.4.6. – Loans and guarantees granted to or on behalf of directors ..................................................... 186

7.5. – List of transactions governed by article L.621-18-2 of the French Monetary and

Financial Code ........................................................................................................................ 187

7.6. – Employee Profit-Sharing Plans ............................................................................................... 188

7.6.1. – Profit-sharing and incentive bonus agreements ...................................................................... 188

7.6.2. – Management stock options ..................................................................................................... 188

Section 8. General information about Fimalac and its capital ................................................................. 189

8.1. – Legal information ................................................................................................................... 189

8.2. – Information About the Company's Capital ............................................................................. 192

8.2.1. – Share capital at December 31, 2015 ....................................................................................... 192

8.2.2. – Share buybacks ....................................................................................................................... 192

8.2.3. – Stock option and stock grant plans at December 31, 2015 ..................................................... 194

8.2.4. – Share equivalents .................................................................................................................... 194

8.2.5. – Authorized, unissued capital ................................................................................................... 194

8.2.6. – Changes in capital over the last five years .............................................................................. 195


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8.3. – Ownership structure ................................................................................................................ 195

8.4. – Market for Fimalac securities ................................................................................................. 199

8.4.1. – Listings ................................................................................................................................... 199

8.4.2. – Share performance over the last 18 months ............................................................................ 200

8.5. – Dividends ................................................................................................................................ 200

8.5.1. – Dividends paid over the last five years ................................................................................... 200

8.5.2. – Statute of limitations for dividends ......................................................................................... 200

8.6. – Five-Year Financial Summary ................................................................................................ 201

Section 9. Annual Shareholders’ Meeting of June 15, 2016.................................................................... 202

9.1. – Report of the Board of Directors on the proposed resolutions ............................................... 202

9.2. – Statutory Auditors' Reports on the Extraordinary Resolutions ............................................... 205

9.2.1. – Statutory Auditors' special report on the capital reduction(s) to be carried out by

canceling treasury stock .......................................................................................................... 205

9.2.2. – Statutory Auditors' special report on the granting of new or existing shares ......................... 206

9.2.3. – Statutory Auditors' special report on the employee rights issue ............................................. 207

9.3. – Text of the proposed resolutions ............................................................................................. 208

Section 10. Other information ................................................................................................................... 214

10.1. – Statutory Auditors ................................................................................................................... 214

10.2. – Information Policy .................................................................................................................. 214

10.3. – Information published or disclosed to the public since January 1, 2015 ................................ 215

10.4. – Documents on Display ............................................................................................................ 216

Section 11. Cross-reference list of information required in the Annual Report ........................................ 217

Section 12. Corporate social responsibility and environmental index ....................................................... 218

Section 13. Corporate social responsibility and environmental report ...................................................... 223


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SECTION 1.

PRESENTATION OF THE FIMALAC GROUP

1.1. – CHAIRMAN'S MESSAGE

Dear Shareholder,

I was pleased to announce, following the Board meeting of March 14, 2016, that Fimalac reported a profit of

some €1.6 billion in 2015, while also consolidating its development and diversification initiatives. I am taking

the opportunity of this message to shareholders to comment on our proposed share buyback offer announced

after the Board meeting.

****

Fimalac delivered an excellent financial performance in 2015, ending the year with attributable net profit of

€1,583 million versus €87 million in 2014.

This profit includes the substantial capital gain realised in March 2015 on the sale of 30% of Fitch Group to

Hearst, at a price that significantly exceeded market expectations. We also realized a significant capital gain on

the sale of our NextRadioTV shares in December 2015.

Our earnings performance was shaped by these one-off gains as well as by certain non-recurring costs, but it

also demonstrated the robustness of each of our core businesses. It was also rooted in the development

initiatives that I announced to pursue our Group's diversification.

Fimalac still has a 20% interest in Fitch Group and plays a significant role in its governance alongside Hearst.

Fitch Group enjoyed another year of earnings growth in 2015, led by a particularly strong revenue performance

in the United States.

Groupe Barrière, which is 40%-owned by Fimalac, also had a good year in a lackluster economic environment,

reporting a sharp rise in operating profit.

Fimalac's Digital sector, organized around Webedia, carried out numerous development initiatives both in

France and internationally, in line with our strategy for this business. In 2015, revenues exceeded the business

plan targets.

The Entertainment sector also continued to expand. This sector is still investing to grow its live entertainment

production, entertainment and sports venue management and entertainment services businesses.

With its significant cash reserves, Fimalac has the headroom needed to pursue its diversification. Our strategic

priority is to develop our most recent business ventures in the Digital and Entertainment sectors. We will also

stay on the look-out for new real estate opportunities in Paris and other Western capitals.

*****


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This discussion of recent developments concerning Fimalac would not be complete without mentioning the

public share buyback offer approved by the Board of Directors on March 14, 2016. The proposed offer was

submitted to France's securities regulator, Autorité des Marchés Financiers (AMF), on March 15 and will be

launched following the AMF's review of its compliance with French securities laws to be conducted on

April 12, 2016.

The offer forms part of our share buyback program and will concern up to 1,700,000 Fimalac shares,

representing 6.3% of the current capital. The shares will be bought back into treasury stock and subsequently

cancelled.

For shareholders who choose to take part, we believe that the offer is a transparent method of allowing them to

cash in all or part of their investment, depending on their strategy regarding their Fimalac shares, and making a

special distribution to these shareholders of part of the significant capital gains realized in 2015.

Other shareholders may prefer to retain their Fimalac shares. Fimalac intends to remain listed on

NYSE Euronext Paris and no squeeze-out procedure is planned. The stock market listing offers enduring

benefits and shareholders attracted by the Group's development strategy will thus be able to continue to invest

in a company whose shares are traded on the Paris bourse.

The offer price will be set at €101 per share including the 2015 dividend and will be paid in cash. This is the

price recommended to the Board of Directors by the banks retained to present the offer and by the independent

expert retained to issue a fairness opinion.

I hope that shareholders interested in cashing in their investment will find this price of €101 attractive. As

explained in the draft prospectus, it represents a premium of approximately 25% on the closing Fimalac share

price on March 14, 2016 (€81) and even higher premiums on, for example, the three- or six-month average

share prices.

At the Annual Shareholders' Meeting on June 15, 2016, the Board of Directors will recommend paying a

dividend of €2.10 per share to holders of shares that are not tendered to the buyback offer described above,

which will end ahead of the meeting. The offer price will include the recommended dividend.

****

As a Fimalac shareholder, the choice is up to you, depending on your strategy and your expectations. I would

like to warmly thank all shareholders who tender their shares for the confidence they have shown us, in many

cases over a long period of time.

Marc Ladreit de Lacharrière


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1.2. – KEY FIGURES

Profit attributable to equity holders (in € millions)

Equity attributable to equity holders (in € millions)

Dividend per share (in €)

* Including a special dividend of €2.00 per share


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1.3. – LEGAL STRUCTURE

(see Note 3 to the consolidated financial statements)

1.3.1. – GROUP STRUCTURE AS OF DECEMBER 31, 2015

(1) Includes shares held directly and indirectly by Marc Ladreit de Lacharrière. Note also that shares representing 1% of the capital are held by

Fimalac.

(2) US-based Hearst Corporation is Fimalac's sole partner in Fitch Group. It initially acquired 20% of the capital and voting rights in April 2006, and raised its interest in successive transactions to 80% of the capital and voting rights on March 12, 2015. Hearst is one of the world's largest

communication groups. Created more than 120 years ago, the privately owned group currently has over 20,000 employees. Its diversified business

base encompasses the print media (newspapers and magazines), television and radio and the Internet. The agreement between Fimalac and Hearst Corporation, which has been in force since 2006, can be downloaded from the Investor Relations

section (Legal Documents) of the Fimalac website (www.fimalac.com), along with the various addenda signed since then. The agreement's main

terms and a description of the current situation following the March 12, 2015 sale of a further 30% of Fitch to Hearst are presented in section 8.4 – Ownership Structure.

(3) Following Fimalac's investment in Groupe Barrière, Fimalac and Groupe Desseigne-Barrière, as sole shareholders, decided to adopt new bylaws for

the company, (a closely-held corporation organized as a société par actions simplifiée) that include provisions governing its management and corporate governance (committees of the Board, executive management powers, etc.) and the sale of shares (lock-up clause, right of first offer,

tag-along rights, etc.). These bylaws (in French only) can be downloaded from the Fimalac website, www.fimalac.com, by selecting the French

version and clicking on "Relations Investisseurs", "Documentations financières et juridiques", "Documents juridiques". (4) Following Fimalac's acquisition of 10% of Société Fermière du Casino Municipal de Cannes (SFCMC), a shareholders' pact was signed with

Dominique Desseigne, dated June 29, 2011, providing for tag-along rights, drag-along rights and a reciprocal right to information. The pact is for

a renewable period of ten years. (5) Fimalac and the minority shareholders of Webedia signed a ten-year shareholders' pact when Fimalac acquired a stake in Webedia, providing for

put and call options, tag-along rights and drag-along rights.


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1.3.2. – LIST OF SIGNIFICANT SUBSIDIARIES AT DECEMBER 31, 2015

Name Country of

registration Business

% interest

held by

Fimalac

Fitch Group* United States Holding company for the Fitch Group 20.0%**

Fimalac Développement Luxembourg Holding company for the Group's diversified

investments 100.0%

North Colonnade Ltd* United

Kingdom Owner of the London building 80.0%

Trois S* France Holding company for the Entertainment Division 100.0%

Webedia France Digital content, holding company for the Digital

Division 79.2%

* Indirectly owned

** Interest reduced to 20% on March 12, 2015

1.4. – FIMALAC (PARENT COMPANY)

The Group's parent company, Fimalac, does not conduct any business on its own behalf. It holds a stake in

several operating subsidiaries and is actively involved in determining their strategies.

In addition, Fimalac provides cash management services to most Group companies.

The subsidiaries' profits generally flow to Fimalac and there are no restrictions on the use of their cash

reserves.

1.5. – FITCH GROUP

Fitch Group, which has been 20%-owned by Fimalac since March 12, 2015, heads a group comprising Fitch

Ratings (credit ratings), Fitch Solutions (research and subscriptions), Fitch Learning (learning and training)

and Business Monitor International (financial information).

1.5.1. – HISTORY OF FITCH GROUP

Fitch Group is present in every major region of the world, with offices in some 50 countries. It is continuing to

expand its expertise and market presence. The March 2014 acquisition of Business Monitor International

further strengthened its offer in the field of financial information services.

Milestones:

Early 1992: Creation of a rating department

Late 1992: Acquisition of UK-based IBCA

1997: Acquisition of US-based Fitch

Fitch and IBCA merged to form Fitch-IBCA

2000: Acquisition of US-based Duff & Phelps

Duff & Phelps merged with Fitch-IBCA to create Fitch-IBCA Duff & Phelps


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Late 2000: Acquisition of Canada’s Bankwatch

Fitch-IBCA Duff & Phelps renamed Fitch Ratings

2008: Creation of Fitch Solutions

2013: Acquisition of 7city and creation of Fitch Learning

2014: Acquisition of Business Monitor International (BMI)

1.5.2. – OPERATING HIGHLIGHTS

Fitch Ratings' global expertise, built on a foundation of local market experience, extends across credit markets

in over 150 countries. Fitch Ratings conducts analysis of the credit markets covering Corporate Finance

(including Financial Institutions and Insurance), Structured Finance, Public Finance, and Global Infrastructure

and Project Finance.

The agency's ratings and research products and services offer the credit markets an opinion on the relative

ability of an entity or a transaction to meet financial commitments such as interest payments, repayment of

principal, insurance claims or counterparty obligations. The agency's credit ratings are used by investors

worldwide as an indication of the likelihood of receiving their money back in accordance with the terms on

which they invested.

In addition to ratings, Fitch offers fixed income research, analytics, data, pricing and valuation services

through its Fitch Solutions unit. It also provides professional training services through Fitch Learning and

financial information through BMI.

Financial Review

In 2015, Fitch Group's various businesses generated total revenues of $1,168.7 million, up from

$1,124.1 million the previous year. After translation into euros, their contribution to consolidated revenue

came to €1,051.5 million versus €840.9 million in 2014, an increase of 25% on a reported basis and 8.7%

like-for-like (based on a comparable scope of consolidation and at constant exchange rates).

On the ratings side, 2015 saw revenue increases across most asset classes driven by favorable issuance trends,

continued acceptance of Fitch's credit opinions and business development efforts worldwide.

Recurring operating profit was $425.4 million in 2015 compared with $384.6 million for the prior year.

Translated into euros, recurring operating profit (€382.8 million) was up 32.4% on a reported basis and 16.7%

like-for-like.

Market Share and Competition

Fitch Ratings competes on a local and global scale with other credit rating agencies, as well as with investment

banks, brokerage houses, asset managers, and independent research firms that offer credit research, data,

analyses and opinions. Its largest competitors in the global credit rating business are Moody's Investors Service

(Moody's) and Standard & Poor's Rating Services (S&P), a division of The McGraw-Hill Companies, Inc.

Fitch Ratings' market share of global debt issuance, measured in terms of dollar issuance volume, stands at an

estimated 62%. The table below lists global market share for the individual asset classes where Fitch is an

active player.


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Fitch Ratings Market Share

(2015)1:

Non-Financial Corporates 48%

Financial Institutions 85%

Structured Finance 54%

Public Finance 62%

Total 62% 1 Source: Bloomberg, Dealogic, CRA websites

1.6. – FIMALAC DÉVELOPPEMENT

Fimalac Développement indirectly holds the North Colonnade building (see section 1.8 below), and is also the

platform for other diversified investments. The Group plays an active role in helping to run the acquired

companies' businesses. Over the years, Fimalac Développement has made significant investments in the leisure

and luxury hotel segments as well as in the entertainment industry.

a) – Investments in leisure activities and luxury hotels

In March 2011, Fimalac Développement acquired 40% of Groupe Barrière in a €186 million deal. Groupe

Barrière is a renowned luxury hotel and casino operator with two prestigious brands, Barrière and Fouquet's.

Groupe Barrière is the leading casino operator in France and Switzerland and one of the top tier players in this

market in Europe. Most of the luxury hotels operated by Groupe Barrière are owned by the group.

In June 2011, furthering its ties with the Desseigne-Barrière family, the Group purchased a 10% stake in

Société Fermière du Casino Municipal de Cannes (SFCMC) for €35 million. SFCMC operates two casinos and

two prestigious hotels in Cannes (including the Majestic Barrière) offering a comprehensive range of gaming,

leisure and entertainment options.

Groupe Barrière's revenue before gambling taxes for the twelve months ended October 31, 2015 amounted to

€1,073.3 million, up from €1,037.5 million for the previous fiscal year. EBITDA came in at €144.3 million

compared with €131.4 million for fiscal 2014. This good performance reflects Groupe Barrière's success in

increasing both revenues and profit in a challenging trading environment.

b) – Entertainment Division

In 2010, Fimalac decided to diversify into the Entertainment industry. Today, it ranks among the French

leaders in this field, in both live entertainment production and venue management.

The process began when Fimalac Développement joined forces in 2010 with Gilbert Coullier, one of France's

leading concert and show organizers, by acquiring a stake in Gilbert Coullier Productions, which currently

stands at 60%. It continued with the acquisition of stakes in Auguri Productions, K-Wet Productions and, more

recently, Encore Productions and the production companies headed by Thierry Suc.

Also in 2010, Fimalac acquired a majority interest in Vega, France's leading entertainment venue management

company. Through Vega, Fimalac now manages around thirty sites, including the Zenith chain of

entertainment venues and multi-purpose facilities in many French cities. Vega also controls Ellipse and, since

2014, Carilis, two sports and aquatic center operators.


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Several additional partnerships have been created over a number of years, for example, to acquire the

Le Comédia theatre business and to launch a number of musical shows. The Group is now poised to take over

operation of the Salle Pleyel classical music venue, Théâtre Marigny and Théâtre de la Porte Saint-Martin, all

in Paris.

In 2015, the Entertainment Division generated aggregate revenue of some €243 million. However, because

several of the entities are accounted for by the equity method, its contribution to Fimalac's consolidated

revenue was just €76.2 million

1.7. – WEBEDIA

After underwriting a rights issue in December 2014 to provide funds for business growth, as of

December 31, 2015 Fimalac owned 79.2% of Webedia, the lynchpin of this new activity that the Group has

been developing since July 2013.

Webedia continued to invest in growing the business in 2014 and 2015, while also expanding its geographic

footprint, with a presence in most of its business areas in Germany, Spain, Brazil, Turkey and the Middle East.

In February 2016, a new €300 million rights issue was carried out to finance the acquisitions made in 2015.

Most of the new shares were acquired by Fimalac, which holds 88.8% of Webedia's new capital. The shares

were paid up by capitalizing current account advances.

Webedia is currently developing Digital activities in five vertically-integrated specialized areas:

Fashion/beauty (Purepeople and Purestyle websites)

Movies (Allociné and Côté ciné in France, Moviepilot in Germany and Westworld Media in the United

States)

Video games (Jeuxvideo.com and Millennium)

Cookery and gastronomy (750g and Académie du Goût)

Travel (EasyVoyage, Le Bon Guide).

Going forward, we intend to give priority to developing our Digital activities, both in France and in

international markets, with the aim of becoming a leading news aggregator in our specialized areas. We also

plan to expand our services to major brands.

In 2015, the Digital Division outperformed its business plan targets. Revenue for the year stood at

€134.6 million including the contribution of newly acquired businesses as from the acquisition date.


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1.8. – REAL ESTATE DIVISION

The Group has also developed significant real estate activities. Through its subsidiary North Colonnade Ltd

(80%-owned), the Group owns a roughly 33,000-square-meter office building in the Canary Wharf financial

district of London. In France, the Fimalac parent company acquired an office building located next to its

headquarters on rue de Lille in Paris in November 2010, which has since been refurbished.

Key balance sheet data for North Colonnade Ltd (London building), the Group's main real estate asset, is

presented below:

At December 31, 2015 (in £ millions) (in € millions)

Net carrying amount 208.6 284.2

Other assets and liabilities 5.9 8.0

214.5 292.2

Financed through equity

– Fimalac 80% 69.6 97.0

– Hearst 20% 17.4 24.0

– Translation reserve and retained earnings (81.2) (113.2)

Financed through debt

– Fimalac 80% 110.0 149.9

– Hearst 20% 27.5 37.5

– Non-bank financing 80.0 109.0

– Cash and cash equivalents (8.8) (12.0)

214.5 292.2

Fitch's London-based teams moved their UK headquarters to the 30 North Colonnade building in Canary

Wharf in late 2010, occupying part of the available space. The remaining space was let to KPMG in early

August 2013.

In December 2013, North Colonnade Ltd refinanced part of its debt with a major insurance group, through an

£80 million (€109 million), seven-year bullet loan

Estimates of the building's fair value take into account our ability and intention to hold the asset over a long

period; the quality of the building and its prime location; its current rental and market value and the terms of

the leases, particularly the lease with KPMG signed in August 2013.

In connection with the £80 million refinancing, an independent valuation was obtained in December 2013 at

the insurance company's request. The valuation was updated in late December 2015.

The valuation-date fair value, including a discount for the rent-free period granted under the most recent lease,

is in the range of £242.4 million to £251.5 million (€330.3 million to €342.7 million). The future fair value,

after the rent-free period has elapsed and assuming the leases are rolled over with the current tenants, is

estimated at £257.0 million to £265.7 million (€350.0 million to €362.0 million).


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1.9. – ADDITIONAL INFORMATION

1.9.1. – DEPENDENCE FACTORS

Management considers that the Group is not materially dependent on any patents, licenses, supply,

manufacturing, sales or financial contracts, new industrial processes, suppliers or government agencies. Certain

specific dependence factors, mainly related to investments, are discussed below.

1.9.2. – CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL INFORMATION

Our accounting department has prepared a report describing Fimalac's sustainable development and CSR

policy, and that of our subsidiaries.

This CSR report, which is an integral part of the management report, complies with the transparency

requirements of articles L.225-102-1 and R.225-104 to R.225-105-2 of the French Commercial Code on

corporate social responsibility and environmental information. It has been audited by a member of the network

of one of Fimalac's Statutory Auditors, in its capacity as a Cofrac-accredited Independent Third Party. The

Independent Third Party's CSR Information Completeness and Fairness Report is presented on page 223.

Although not required under French CSR reporting rules, Fitch Group employees are mentioned in a separate

paragraph for information purposes.

1) EMPLOYEE INFORMATION

Consolidated employee data for the Fimalac Group at December 31, 2015 primarily corresponds to employees

of the Entertainment and Digital Divisions (2,587 employees out of a Group total of 2,622).

The other 35 people are employed by the parent company, Fimalac, and its holding companies. The parent

company, Fimalac, employs only a small team, mostly working in management, as well as on investment and

development projects. The absenteeism rate among these employees is low, as is the turnover rate. Staff

training at the parent company is decided on a case-by-case basis and a few courses were organized in 2015.

There were no workplace accidents during the year.

The information below mainly concerns the Group's operating subsidiaries. For the companies acquired in

2015, reporting systems are in the process of being set up to collect the necessary data for inclusion in next

year's CSR report. As a result, the only information provided this year concerns employee numbers.

a) Average number of Group employees by business segment

Average number of employees 2014 2015

Entertainment Division 367 1,068

Digital Division 649 1,442

Real Estate Division 1 1

Parent and holding companies 30 29

1,047 2,540

The increase in the number of Digital and Entertainment Division employees reflects the inclusion of the

employees of subsidiaries acquired in 2015.


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b) Group employees at the year-end

Employees at the year-end At December 31, 2014 At December 31, 2015

Entertainment Division 924 1,133

Digital Division 711 1,454

Real Estate Division 1 1

Parent and holding companies 30 34

1,666 2,622

During 2014, we continued to develop the Entertainment and Digital Divisions, acquiring subsidiaries

operating in each of these businesses.

c) Group employees by category


Managers 444 777

Supervisors, technicians and

administrative staff 1,213 1,622

Production staff - -

Other 9 223

1,666 2,622

d) Group employees by geographical region


France 1,416 1,989

Other European Union

countries 68 240

Latin America 43 145

Other 139 248

1,666 2,622

Group employees are based mainly in France (76%). The Digital Division also operates internationally,

through subsidiaries in Brazil, Germany, Spain, Turkey and the Middle East.

e) Group employees by gender


Men Women Total Men Women Total

Entertainment Division

477

447

924

666

467

1,133

Digital Division 339 372 711 786 668 1,454

Real Estate Division 0 1 1 0 1 1

Parent and holding companies 15 15 30 14 20 34

831 835 1,666 1,466 1,156 2,622

49.9% 50.1% 100% 55.9% 44.1% 100%

The change in gender balance between 2014 and 2015 was due to recent acquisitions.


16

f) Group employees by age

Employees at the year-

end

At December 31, 2014 At December 31, 2015

Under 30 682 1,094

30 to 50 816 1,306

Over 50 168 222

1,666 2,622

Teams in the Digital Division are generally young, with 52% of the workforce (756 out of 1,454) under the age

of 30.

g) Entertainment Division employee information

As explained in section 4) CSR reporting methodology, some information is provided on a limited scope basis.

The Entertainment Division's payroll (excluding payroll taxes) amounted to €33.5 million in 2015 and

corresponded almost exclusively to the salaries of permanent employees.

The Division's compensation policies comply with the applicable collective bargaining agreements (leisure and

cultural facilities and amusement parks; design and engineering firms; privately-owned live entertainment

venue operators, and sports facility operators).

The Division employs a large number of casual workers (intermittents) for whom the turnover rate is by

definition very high. Within the Division, most employee departures are due to reasons other than dismissal.

Within the Vega group, the organization of working hours is specified in an agreement applicable to all

subsidiaries. The agreement affords the flexibility needed to operate as an events organizer with alternating

peak and off-peak periods that enable employees to take additional days of paid leave during the summer

vacation period.

Within the Ellipse group, the organization of working hours complies with the French Labor Code (Code du

Travail) concerning the "35-hour week" or the specific provisions of the applicable collective bargaining

agreements.

To promote effective social dialogue, some subsidiaries have set up employee representative bodies that are

consulted in accordance with the applicable regulations. No collective agreements were signed in 2015 by any

Entertainment Division companies. The Entertainment Division companies are committed to upholding the

right to freedom of association and the right to collective bargaining.

The Division also plays close attention to maintaining high standards of workplace health and safety. In some

subsidiaries, a certain number of measures have been taken to address health and safety risks and limit the

number of workplace incidents. In 2015, less than 20 such incidents were reported. These measures are

displayed on noticeboards in areas where they can be seen by all employees.

The parent company, Vega SA, conducts annual health and safety audits at all of its facilities. The aim of these

audits is to ensure that all mandatory documents have been prepared, to jointly organize prevention plans with

the producers working at its sites, and to improve arduous working conditions. This involves preparing a list of

recommendations for technical staff to promote the application of safe working methods. However, no

workplace health and safety agreements were signed in 2015 with any trade unions or employee

representatives by any Vega group companies.


17

Various types of personal protection equipment have been trialled, such as personalized headphones and

earplugs for stage managers and technical staff. So far, none of the solutions have been found to be effective,

with the result that no investments were made in this area in 2015.

Some Ellipse group subsidiaries consult their employee representatives concerning all workplace health and

safety issues. Ellipse has also developed a standard workplace health and safety risk assessment form, which is

reviewed each year. The assessment is sent to the occupational health authorities and is displayed on a

noticeboard where it can be seen by all concerned employees, as required by law. Ellipse group companies

issue instructions to employees concerning the wearing of personal protection equipment.

The Entertainment Division is committed to offering training opportunities to employees. All training

initiatives (including individual training under the "DIF" system) are designed to meet operational needs.

Depending on the subsidiary's business, several types of training are offered (safety training, first aid, SSIAP 1

and 2 electrician accreditations, sports coaching, etc.).

The Vega group provided 1,782.5 hours1 of training to employees in 2015.

Some Entertainment Division subsidiaries pay close attention to combating all forms of discrimination,

particularly in the areas of employment and professional category. They promote a gender neutral approach to

the organization of work.

Concerning the employment and integration of people with disabilities, some Vega group subsidiaries have

signed partnerships with organizations specialized in this area (ADAPEI/PLIE). These subsidiaries promote

local employment of people with disabilities or purchase supplies from sheltered workshops.

The Ellipse group maintains a similar commitment. Legal texts concerning gender equality are posted on

noticeboards where they can be seen by all employees, to promote awareness of this issue. The group has also

signed partnerships with organizations specialized in promoting employment of people with disabilities

(SAMETH and ESAT).

h) Digital Division employee information

We are not currently able to publish all indicators concerning Digital Division employees outside France

because data is not yet available for companies acquired during the year. The published information mainly

concerns companies in France, except for payroll and headcount indicators.

The Digital Division's payroll (excluding payroll taxes) amounted to €44.5 million in 2015.

Webedia's compensation and other human resources policies comply with the applicable collective bargaining

agreements (SYNTEC, journalism and specialized press).

Due to the nature of the business, turnover rates among employees on fixed term contracts are high, with

187 new hires and 158 departures recorded in 2015. The number of permanent employees increased during the

year, with 463 new hires and 308 departures, reflecting business expansion. Most departures are due to reasons

other than dismissal.

1 Excluding headquarters (9% of Vega employees).


18

Within the Webedia group, the organization of working hours complies with the French Labor Code

concerning the "35-hour week" or the specific provisions of the applicable collective bargaining agreements. A

reorganization of working hours at certain group companies is due to be completed in 2016.

To promote effective social dialogue, some subsidiaries have set up employee representative bodies that are

consulted in accordance with the applicable regulations. The Digital Division companies are committed to

upholding the right to freedom of association and the right to collective bargaining. In 2015, two corporate

agreements came into effect in certain Webedia group companies.

In the area of workplace health and safety, the group focuses on offering employees a high quality working

environment. Safety training is organized at Webedia SA's headquarters in partnership with the French Red

Cross (evacuation warden, first aider, safety officer). In 2015, five minor workplace incidents involving

permanent staff were reported at Webedia SA. No workplace health and safety agreements were signed in

2015 with any trade unions or employee representatives by any Webedia group companies.

The Digital Division companies organize training programs tailored to their operational needs, covering such

areas as foreign language skills, management skills, HR and payroll, web skills and safety.

A training plan was drawn up in 2015 for certain subsidiaries and a total of 656 hours2 of training were

provided during the year.

The Webedia group is committed to helping to combat all forms of discrimination in the workplace. It

publishes numerous articles on its websites to raise awareness of this issue. Some initiatives are intended to

promote gender equality. For example, training was given to employees ahead of a gender equality assessment

exercise that was organized in preparation for the adoption of an agreement on this issue in 2016. Other

initiatives promote the employment and integration of people with disabilities. For example, some Webedia

group companies purchase supplies from specialized sheltered workshops ("ESATs").

The Webedia group applies strict equal opportunity policies in the areas of hiring, promotion and

compensation, without discriminating against people on the grounds of their religion, background, age,

personal situation or disability. Its hiring policies are designed to create a diverse workforce. The group

complies with the conventions of the International Labour Organization (ILO) and prohibits all forms of child

labor and forced labor.

i) Fitch Group employee information

For information, Fitch Group (accounted for by the equity method) had 3,255 employees at

December 31, 2015 versus 3,041 at the previous year-end.

2) ENVIRONMENTAL INFORMATION

The Group has a diversified business base and the subsidiaries are not all faced with the same challenges in

terms of sustainable development. Our communications about environmental policies therefore concern the

material issues that are specific to each business. As explained in section 4) CSR reporting methodology,

Carilis is not included in the data presented below.

2 Covering 37% of Digital Division employees.


19

a) Environmental information: Entertainment Division

There are several strands to Vega's environmental policy. In view of its business as an entertainment venue

operator, the group has chosen to focus its environmental information on key issues that affect several of its

venues and reflect the major challenges addressed by its environmental policy.

For example, in its responses to calls for tenders, Vega supports national and local public transport policies. Its

subsidiaries' websites also encourage the public to use "green and clean" alternative modes of transport, by

providing information about how to reach their venues by public transport. Many documents, such as

newsletters, are produced in digital format to reduce waste production at source and limit use of the related raw

material (paper).

To promote recycling, selective sorting systems have been made available at many venues for use not only by

the public, but also by producers and the cleaning companies. In particular, dual waste bins for ordinary and

recyclable waste have been installed inside the buildings and in the car parks at certain venues. Selective

sorting measures are also deployed at major events. All of the group's cleaning contractors also commit to

using "green" cleaning products and give Vega copies of the products' data sheets to prove it (for example,

Ecolab-certified cleaning products).

Of our five senses, hearing and sight are the most important because they determine how we perceive our

environment. As well as enabling us to detect danger, our hearing enables us to keep our balance and to

communicate. That's why Vega also takes noise pollution very seriously. Free hearing protectors are

distributed to the public at concerts and in the bar areas of all venues, and noise limiters are installed where

necessary to avoid adverse impacts on the communities where its venues are located. In addition, ear muffs are

made available for children at certain venues.

To address the sustainable use of resources, the Vega group invests in modern control systems and encourages

technical service providers to help protect the environment. Energy is the main raw material and is carefully

managed. The central technical management units closely monitor fluid inflows and outflows, and capital

projects are carried out where necessary to limit heat loss (for example, by installing airlocks at public

entrances and in technical areas). By efficiently managing its energy use, the Vega group helps to limit its

business's environmental impact by reducing greenhouse gas emissions. This approach represents a first step

by Vega to adapt to the consequences of climate change.

Total energy use by Vega in 2015 amounted to 19,572 MWh, of which 59% was for electricity3, including the

contribution of renewable energies to the national grid, and 41% for gas4. Some sites are equipped with

geothermal energy systems or heat pumps that help to limit fossil fuel use.

Other examples of initiatives to limit fossil fuel use include a partnership with Toyota for two hybrid vehicles

and the purchase of an electric car for company use.

Ellipse's environmental policy also covers several areas. In view of its business as an aquatic center operator,

the group has chosen to concentrate its environmental information on key issues that affect several of its

centers and reflect the major challenges addressed by its environmental policy. Focus points include

sustainable development, environmental certification processes, pollution and waste management, recycling,

preventive measures and sustainable use of natural resources.

3 2 of the 18 sites are excluded (11% of Vega employees).

4 3 of the 18 sites are excluded (15% of Vega employees).


20

Reflecting Ellipse's sensitivity to environmental issues, its bids for contracts to operate publicly owned sports

facilities include a detailed description of the planned actions and measures to ensure that the facility will be

operated in accordance with the principles of sustainable development.

As part of the group's quality certification program, the subsidiaries have set up ISO 9001:2008-compliant

quality management programs covering reception activities, aquatic services, fitness and sports coaching

activities, management and maintenance activities, public safety and equipment safety.

Ellipse's environmental commitment is also reflected in the measures taken at its operating facilities. For

example, planted roofs contribute to bio-diversity, while solar panels help to limit energy costs and reduce

greenhouse gas emissions. These measures help Ellipse to adapt to the consequences of climate change.

Each Ellipse group company continues to monitor the effectiveness of measures to promote consumer health

and safety, notably through procedures to check water quality (pH index). A signed log is kept, describing

what procedures have been performed and by whom. The log is regularly reviewed by the regional health

authority (ARS), which also organizes periodic unannounced inspections by independent laboratories.

Concerning waste disposal, Ellipse disposes of waste water through decanting ponds located close to the

complexes managed by the group. The waste water recovered in the decanting pond is filtered to neutralize the

pH (chlorine) and then gradually released into the river system.

Sustainably managing natural resources is a matter of concern for Ellipse. Water is the principal raw material

used by the aquatic center business and its use is therefore a key focus of routine environmental management

procedures. Volumes are controlled and rationalized by means of monitoring systems set up at all centers that

compare water use with the number of swimmers.

b) Environmental information: Digital Division

The Webedia parent company pays close attention to environmental issues. Its new headquarters is located in

the Libertis building in Levallois-Perret (a Paris suburb), which has obtained BREEAM energy efficiency

certification. Energy use in the building is estimated at 2,417 MWh5.

Regular meetings are held between employee representatives and management concerning environmental

guidelines. In addition, a general waste prevention and recycling initiative has been launched, covering both

paper and organic waste from the staff restaurant, and paper use has been reduced by equipping support staff

with two computer screens. In 2015, a paper recycling audit was commissioned from Paprec. The headquarters

building also has wastewater collection systems in the car park that help to prevent pollution risks.

c) Environmental information: Real Estate Division

The recently constructed building in London owned through North Colonnade Ltd. complies with the most

rigorous building environmental standards and is BREEAM-certified with an Excellent sustainability rating.

The building at 101 rue de Lille in Paris, which has been refinanced through a sale and leaseback transaction,

was completely refurbished in 2012, as was the Fimalac Group's headquarters building at 97 rue de Lille in

2013.

5 Covering 53% of Webedia group employees.


21

3) SOCIAL INFORMATION

a) Culture & Diversité Foundation

We are committed to promoting France's artistic and cultural heritage and are convinced that culture plays a

unifying role in human society. For this reason, we create and partner many projects that promote our country's

cultural influence, encourage diversity, make the arts more accessible, and make it easier for people to

participate in artistic and cultural activities. The many initiatives in this area supported by Fimalac's Culture &

Diversité Foundation are described in Section 2.

Fimalac and its subsidiaries are committed to upholding human rights. The Culture & Diversité Foundation

promotes access to the arts and culture, which UNESCO recognizes as a human right.

b) Fimalac Group subsidiaries

Our subsidiaries are engaged in diverse businesses. For some of them, social issues are a key factor in their

overall corporate social responsibility and environmental policy.

For example, the companies in the Entertainment Division undertake initiatives with local and regional

partners that have a positive impact on economic and social development by creating jobs for local people that

are advertised through local recruitment agencies. These initiatives also create opportunities to reach out to

local communities. For example, some Vega group companies hold open days during which the public can

visit their venues free of charge. For its part, Ellipse performs impact assessments to determine how the centers

operated on behalf of local authorities affect neighboring populations. Partnerships have been set up with local

educational establishments for the hiring of school-leavers under various types of work-study and internship

contracts.

The companies also promote the adoption of socially responsible policies by service providers and

subcontractors, as well as implementing measures to improve the health and safety of their customers.

Webedia is a digital media company that offers online video and editorial content around the world. It is

present in several countries, including Germany, Spain, the Middle East, Brazil and, of course, France where

its Melberries subsidiary supports young local talent.

Within each entity, measures have been implemented to prevent corruption.

4) CSR REPORTING METHODOLOGY

This CSR report, which is an integral part of the management report, complies with the transparency

requirements of articles L.225-102-1 and R.225-104 to R.225-105-2 of the French Commercial Code on

corporate social responsibility and environmental information. It has been audited by a member of the network

of one of Fimalac's Statutory Auditors, in its capacity as a Cofrac-accredited Independent Third Party. The

Independent Third Party's CSR Information Completeness and Fairness Report is presented on page 223.

The CSR report has been compiled from data provided by CSR correspondents in the subsidiaries to the Group

CSR Officer who is responsible for consolidating the information.


22

CSR reporting scope

Information in this report concerns fully consolidated companies in the Fimalac Group.

No information is provided for companies accounted for by the equity method, except for Fitch Group

employee numbers, which are mentioned in a separate paragraph for information purposes only.

For the companies acquired in 2015, reporting systems are in the process of being set up to collect the

necessary data for inclusion in next year's CSR report. As a result, the only information provided this year for

those companies concerns employee numbers.

The reporting period covers the twelve months from January 1 to December 31, 2015.

Fimalac has a diversified business base and some information is relevant only for certain subsidiaries. For

example, information about noise pollution is provided only for Vega and water use information only for

Ellipse and Carilis.

These scope limitations are reflected in the concordance table provided in the Appendix.

Improvements and scope limitations in 2015

Due to certain exceptional events, i.e., the implementation of the Group's new organization and the deployment

of new systems, some subsidiaries experienced problems in reporting CSR information, leading to scope

limitations.

In the Entertainment Division, Ellipse (representing 8.2% of employees) was unable to report data on water

use, which is a key issue for its business as an aquatic center and skating rink operator. Carilis (17% of

employees) was unable to report any CSR information. The Vega group's headquarters (9% of Vega

employees) is not included in the group's environmental indicators. For water use, two of the 18 sites are

excluded (representing, together with the group's headquarters, 11% of Vega employees) and for gas use, a

third site is excluded (representing, together with the group's headquarters, 15% of Vega employees).

In the Digital Division, some indicators only concern the parent company (Webedia SA) while others concern

the Webedia group.

Information about training hours only covers 27% of employees, due to the Group's recent reorganization and

the implementation of new systems.

Due to this exceptional scope limitation, some indicators cannot be compared with those for 2014.

However, the subsidiaries that were able to report CSR data provided more complete information than in 2014.

Excluded information

In 2015, due to the Group's reorganization and the deployment of new systems, information about “new hires

and terminations” required under the Grenelle II Act could not be obtained and, exceptionally, is not disclosed.

The same applies to information about "Water use and water withdrawals in relation to local resources".


23

Soil use: Fimalac operates in the service business and is not concerned by this issue. Its offices and commercial

premises are generally spread over several floors, which means that their footprint is smaller than that of an

industrial concern occupying the same floor space.

Reporting standards

To ensure that the indicators tracked by the subsidiaries are consistent and reliable, the Group has prepared a

CSR reporting manual. This manual describes the methods to be used throughout the Group for the reporting

of CSR indicators (definitions; methodological principles; calculation formulas).

Specific information about methodology

The Digital Division's energy use was estimated by multiplying the occupied surface area by a ratio based on

research published by the Observatoire de l'Immobilier Durable (http://www.o-

immobilierdurable.fr/barometre-2015-de-la-performance-energet/), according to a conservative approach.

Consolidation and internal controls

The data reported by the subsidiaries are consolidated under the supervision of the Group CSR Officer.

Prior to being consolidated, the data are validated by the contributors in each subsidiary and consistency tests

are performed by the Group CSR Officer.

The tests include comparing the data to prior years and analyzing any material variances.

External controls

In accordance with the provisions of France's Grenelle II decree dated April 24, 2012 and the government

order of May 13, 2013 on the audit of CSR data, Fimalac appointed one of its Statutory Auditors as

Independent Third Party responsible for verifying the completeness and fairness of the CSR information. The

Independent Third Party's CSR Information Completeness and Fairness Report presented on page 223

describes the work performed by the Independent Third Party and the resulting observations and conclusions.

1.9.3. – PROVISIONS FOR ENVIRONMENTAL LIABILITIES

Provisions have been recorded for all environmental liabilities, arising primarily from businesses conducted in

the past or by former subsidiaries. Total provisions for environmental liabilities adequately cover the

remaining risks (which are not material at Group level).

1.9.4. – INVESTMENT POLICY

Fitch Group

Fitch Group's core ratings, research, data and analytics businesses are conducted through Fitch Ratings and

Fitch Solutions. It also provides professional training services through Fitch Learning and in March 2014 it

acquired Business Monitor International (BMI).

Fitch Group considers acquisitions to be a component of its growth strategy and is continually evaluating

opportunities to enhance its product and service offerings.

http://www.o-immobilierdurable.fr/barometre-2015-de-la-performance-energet/

http://www.o-immobilierdurable.fr/barometre-2015-de-la-performance-energet/


24

Fitch's core strategy is to further develop its areas of financial services expertise and it looks favorably upon

businesses that complement its existing product portfolio. Expansion into other financial services-related

offerings could also be incorporated into our development policy, depending on opportunities that arise.

Fimalac and its other subsidiaries

General external growth strategy

In terms of external growth, the highlight of 2013 was the acquisition of Webedia and Allociné to lay the

foundations of our new Digital Division. For its part, Webedia significantly expanded its offer and made

several acquisitions in 2013, 2014 and 2015. The aim is to further expand this business in the coming years to

make it a leading player both in France and internationally.

Since 2010, we have also been building an Entertainment business (entertainment production, venue

management and services). This business was further strengthened by several investments and partnerships in

2013, 2014 and 2015. We also plan to grow this business in the coming years.

Capital expenditure

Fitch Group, the Digital Division and the Entertainment Division all operate in the services sector and as a

result capital expenditure is not material.

Since 2007, Fimalac has also developed significant real estate activities, notably with the construction of an

office building in London and the acquisition and renovation of the building located next door to Fimalac's

head office in Paris. This latter property was refinanced under a sale-and-leaseback arrangement in

January 2014. We remain open to other real estate investment opportunities that may come our way.

Research and development

Research and development costs of €3.1 million for the year concerned Webedia group companies only and

were recorded directly in expenses.

In addition, development costs of €3.9 million concerning Webedia and €0.9 million concerning the

Entertainment Division (AP2S) were recorded in intangible assets during the year.

1.9.5. – PROPERTY, PLANT AND EQUIPMENT

The Group's main property asset is the London building, which was completed in 2010.

The Group also owns a 1,500 square-meter office building at 97 rue de Lille, Paris 75007, which houses the

corporate teams and the employees of the FCBS GIE intercompany partnership. There are no material charges

on the property. The building was renovated in 2013.

All other offices are leased.

1.9.6. – MATERIAL CONTRACTS

With the exception of shareholders' pacts (with Hearst Corporation concerning Fitch Group, with minority

shareholders concerning Webedia and with the Desseigne family concerning Groupe Barrière) and various

loan agreements (concerning, in particular, the North Colonnade Ltd private refinancing), there are no material

contracts that could have a significant effect on the Company, its assets or business.

Culture & Diversité Foundation

25

SECTION 2.

CULTURE & DIVERSITÉ FOUNDATION

Created in 2006 by Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer of Fimalac, the "Culture

& Diversité" corporate foundation is guided by the conviction that one of society's major challenges is to broaden

equal access to cultural references and artistic activities. Its mission is to facilitate access to culture and to art

schools for young people from poor families.

More than 27,000 students from some 200 public schools in disadvantaged neighborhoods in France have

participated in the programs organized by the Foundation and its partners.

The Foundation develops its initiatives with the support of a Steering Committee comprised of prominent

stakeholders who are either active in culture and education or involved in combating social inequality.

Areas of outreach

The Culture & Diversité Foundation's artistic and cultural programs focus on equal opportunity, social

cohesion and rewarding excellence.

Equal opportunity

Equal opportunity programs are designed to give young people from disadvantaged neighborhoods the

opportunity to study at prestigious cultural education institutions. An innovative, three-step approach has been

developed with partner schools to (i) inform high school students about the best arts degree courses on offer and

the career opportunities available to graduates, (ii) help the most motivated students to prepare for the entrance

exams organized by partner schools through “Equal Opportunity” training courses and (iii) support students once

they are accepted by the partner schools through a combination of scholarships, tutoring and job-search

assistance.

Social cohesion

Cultural awareness and artistic expression programs in support of social cohesion have been set up in primary

and secondary schools in disadvantaged neighborhoods, helping to instill shared cultural references among young

people, encourage their personal fulfillment and teach them to live together in society. The programs are

structured to allow participants to discover cultural works, meet artists and find out about cultural institutions,

while attending cultural appreciation courses and art workshops.

Prizes and residencies

To encourage primary and secondary school students to experience culture, the Foundation, along with France's

Ministry of National Education, Universities and Research, and the Culture & Communication Ministry, have

created an “Artistic and Cultural Boldness Award”, presented by the President of France.

The “Promoting Peace through Culture” award created by the Chirac and Culture & Diversité Foundations

recognizes individuals or institutions that work to prevent conflict through artistic and cultural programs set up to

promote dialogue between different cultures and ease tensions between ethnic, religious or political communities.

Lastly, the "Voyage of Discovery of Artistic Skills" program is designed to promote cultural exchanges and the

transmission of artistic skills.


26

The residency enables four self-taught young film-makers to study for nine months at La Fémis film school.

The Culture & Diversité Foundation's approach

With the help of its partners, the Foundation develops and deploys long-term targeted programs to incorporate art

and culture into the curriculum of schools located in underprivileged areas.

Excellence programs: The Foundation’s programs are designed with help from leading arts and culture

partners whose high standards of excellence guarantee the programs’ quality and rigor.

Experimental programs: The Foundation and its partners develop programs to meet specific needs, working

closely with leaders in France’s public education system to ensure that all of their initiatives are relevant and

effective.

Long-term programs: The Foundation is resolutely committed to a long-term approach. Every program is

backed by a partnership that remains in effect for several years so that the participating students can be

supported over time.

Officially recognized programs: The Foundation has signed a partnership agreement with France's Ministry of

National Education, Universities and Research, and the Culture & Communication Ministry. This agreement

recognizes the legitimacy of the outreach methods adopted by the Foundation and attests to the authorities’

support of its initiatives.

Equal opportunity programs

Thirteen equal opportunity programs have been set up to give young people from schools in disadvantaged

neighborhoods greater access to prestigious fine arts schools and cultural education institutions.

Equal Opportunity at Ecole du Louvre, in partnership with Ecole du Louvre since 2006.

Equal Opportunity at Fine Arts Schools, in partnership since 2007 with:

- Ecole Nationale Supérieure des Beaux-Arts de Paris (ENSBA), Ecole Nationale Supérieure des Arts

Décoratifs (Ecole des Arts Décos), ENSCI-Les Ateliers and Ecole Nationale Supérieure d’Arts de Paris

Cergy (ENSAPC),

- Association Nationale des Classes Préparatoires Publiques aux Ecoles Supérieures d’Art (APPEA), and

- the public education authorities for Créteil, Paris and Versailles.

Equal Opportunity at La Fémis, in partnership with La Fémis since 2008.

Equal Opportunity at Architecture Schools, in partnership since 2009 with

- the Ecoles Nationales Supérieures d’Architecture (ENSA) of Bordeaux, Grenoble, Lille, Marne-la-

Vallée, Montpellier, Normandy, Paris-Val de Seine and Strasbourg,

- France's Culture and Communication Ministry, and

- France's Ministry of National Education, Universities and Research.

Equal Opportunity at Institut National du Patrimoine, in partnership since 2010 with:

- Institut National du Patrimoine,


27

- Ecole du Louvre, and

- Ecole Nationale des Chartes.

Equal Opportunity at Journalism Schools, in partnership since 2010 with:

- the equal opportunity preparatory classes at ESJ Lille, and

- the fourteen industry-recognized journalism training programs.

Equal Opportunity at Applied Art Schools at the initiative of and in partnership with Paris City Hall since

2011, and in partnership with

- Ecole Supérieure des Arts Appliqués (ESAA) Boulle,

- ESAA Duperré, and

- Ecole Estienne.

Equal Opportunity at Design Schools, in partnership since 2012 with:

- Ecole des Arts Décos, l’ENSCI-Les Ateliers, Haute Ecole des Arts du Rhin and the Orléans, Rheims and

Saint-Etienne Ecole Supérieure d'Art et de Design (ESAD),

- the Association Nationale des Classes Préparatoires Publiques aux Ecoles Supérieures d’Art (APPEA),

and

- the public education authorities for Créteil, Paris and Versailles.

Equal Opportunity at Ecole Nationale Supérieure Louis-Lumière, in partnership with Ecole Nationale

Supérieure Louis-Lumière since 2012.

Equal Opportunity in the live entertainment technical professions, in partnership since 2014 with:

- Centre de Formation Professionnelle aux Techniques du Spectacle (CFPTS), and

- La Colline national theater.

Equal Opportunity at the INP catering department, in partnership since 2014 with:

- Institut National du Patrimoine, and

- Paris Ouest Nanterre preparatory classes for Ecole du Louvre.

Equal Opportunity at Dramatic Arts Schools, in partnership since 2014 with Comédie de Saint-Etienne.

Equal Opportunity at Institut National de l'Audiovisuel, in partnership since 2015 with Ina Sup.

Social cohesion programs

Seven social cohesion programs have been set up covering a wide range of artistic activities in the areas of visual

arts, theater, music, dance, improvisation and image.

Developing creativity, in partnership with La Source (a non-profit association created and chaired by Gérard

Garouste) since 2006.

The aim of this program is to give secondary school students from disadvantaged neighborhoods in the Paris

region access to introductory training in the visual and performing arts.

Discovering the theater and acting, in partnership with Théâtre du Rond-Point (a Paris theatre directed by

Jean-Michel Ribes) since 2006.

The purpose of this program is to introduce disadvantaged public high school students to the performing arts

through theater outings and drama lessons, in order to broaden their exposure to cultural reference works while

enhancing their oral expression, self-confidence and group behavior.


28

Sharing the image, in partnership with Le Bal (a non-profit association chaired by Raymond Depardon) since

2008.

This program’s objective is to help young people to develop a critical eye and learn to interpret images. Led by

volunteers outside of school hours, the program offers a variety of image-related general and professional training

courses for 15 to 16 year-old students from public high schools in disadvantaged neighborhoods.

The Culture & Diversité Improvisation Awards, sponsored by Jamel Debbouze and organized in partnership

with Déclic Théâtre since 2010.

The Improvisation Awards are designed to give middle school students in disadvantaged neighborhoods

(currently from 12 French schools in Brest, Cavaillon, Chambéry, Lille, Lyon, Marseille, Nancy, Paris,

Rennes, Rochefort, Toulouse and Trappes) the opportunity to practice the art of theatrical improvisation in

workshops and contests. Theatrical improvisation fosters creativity, imagination and artistic sensitivity, and also

contributes to improved oral skills and cultural knowledge. It builds the actors’ self-confidence and sense of

accomplishment, sharpens their listening skills and attentiveness to rules, and promotes mutual respect and the

ability to function as a group.

Opening up to symphonic music, in partnership with Orchestre Colonne (directed by Laurent Petitgirard)

since 2010.

This program’s goal is to raise awareness of orchestral instruments and symphonic music among primary school

children in underprivileged neighborhoods.

Getting started with modern dance, in partnership with Centre Chorégraphique National de Grenoble (directed

by Jean-Claude Gallotta) since 2012.

This program provides an introduction to modern dance to primary and middle school students from

disadvantaged neighborhoods, as well as to interested teenagers from the city of Grenoble.

"I love my heritage!" competition, in partnership with Fondation du Patrimoine since 2013.

This program is designed to raise awareness among primary school students about their local cultural heritage.

The “I love my heritage!” competition invites classes from schools in rural or disadvantaged areas to choose a

local building, monument or other heritage item that is in need of restoration and submit a report explaining why

their project should be funded.

Awards

Artistic and Cultural Boldness Award

The product of an alliance between France's Ministry of National Education, Universities and Research, the

Culture & Communication Ministry and the Culture & Diversité Foundation, the Artistic and Cultural Boldness

Award reflects the government’s determination to make arts and culture education a priority. In line with the

French President’s commitment to reaffirming the importance of broad access to culture, the award is granted to

exemplary arts and culture education projects supported by a partnership between a school, a cultural institution

and a local government authority. In each school district, three finalists are selected for projects that successfully

meet the award’s specific criteria (target a student population without immediate access to the arts, sustainably

include the project in the school program and provide exposure to both artists and works of art). Three winners

are then named by a jury of professionals. Each receives an award crafted by the students of La Source and a

donation ranging from €5,000 to €10,000.

Promoting Peace through Culture award, organized in partnership with the Chirac Foundation since 2014.

The aim of this award is to recognize individuals or institutions that work to prevent conflict through artistic and

cultural programs designed to promote dialogue between different cultures and ease tensions between ethnic,


29

religious or political communities. The winner of the award is announced at a ceremony held at Musée du Quai

Branly. It comes with a donation of €40,000 from the Culture & Diversité Foundation.

Voyage of Discovery of Artistic Skills award, organized since 2010 in partnership with UNESCO.

This award allows French art students who have qualified for a scholarship to spend four months in another

country learning from a craftsperson or master craftsperson and foreign art students to spend four months in

France working alongside a craftsperson or in a cultural institution.

La Résidence, developed since 2015 with La Fémis

This residency enables four self-taught film-makers aged under 30 and from low income families to spend nine

months at La Fémis studying film-making theory and receiving practical training.

***

Risk factors

30

SECTION 3.

RISK FACTORS

The risk factors described in this section concern the fully consolidated companies. This section also includes a

discussion of relevant material risk exposures of the companies not controlled by Fimalac that are accounted

for by the equity method.

To the best of the Company's knowledge, there are no risks not covered by provisions that could have a

material adverse effect on the financial position or results of the Company, the Group or its main associates.

All of the provisions carried in the balance sheet comply with the applicable accounting standards dealing with

the treatment of liabilities.

3.1. – LIQUIDITY RISK

Managing liquidity risk involves selecting liquid instruments traded in an active market and obtaining

financing via confirmed credit facilities. To keep pace with the Group's strong growth momentum, Corporate

Treasury ensures that financing is constantly available in the form of confirmed credit facilities that can be

drawn on at any time.

Characteristics of subsidiaries' debt

(in € millions)

Fixed or

floating

rate

Inception

dateExpiry date Total in €m

Due

within 1

year

Due in 1-

5

years

Due

beyond 5

years

Money market securities issue2 Floating 171.9 171.9

Loans taken out

Authorized bank overdrafts Floating 20.1 20.1

Private financing1 Floating Dec. 2013 Dec. 2020 109.0 109.0

Drawdowns of other confirmed lines of credit Floating 7.5 7.5

Drawdowns of other confirmed lines of credit3 Fixed 6.2 1.2 4.2 0.8

3.30% bond issue Fixed Jul. 2014 Dec. 2019 20.0 20.0

3.70% bond issue Fixed Jul. 2014 Jul. 2021 40.0 40.0

Total outstanding debt 374.7 200.7 24.2 149.8

(1) Partial refinancing of North Colonnade debt (see Note 5.3).

(2) Commercial paper.

(3) Expiring at different dates between 2011 and 2021.

At December 31, 2014, Fimalac had borrowed €80 million against a €395 million confirmed line of credit. The

€80 million was repaid in full and the facility was canceled at the end of March 2015, using the proceeds from

the sale of 30% of Fitch Group.

At December 31, 2015, two private placement notes issues were outstanding, a €20 million issue due

December 2019 and a €40 million issue due July 2021. The loan agreements include an acceleration clause

based on the following hard covenant:

Risk factors

31

Consolidated net debt/Consolidated equity < 0.7

Fimalac was in compliance with this covenant at December 31, 2015.

3.2. – MARKET RISKS (CURRENCY, INTEREST RATE AND EQUITY RISKS)

3.2.1. – CURRENCY RISK

The main currency risks arise from fund transfers and treasury transactions. These risks are hedged when the

amounts involved are material.

Currency risks are managed using the following instruments:

Forward purchases and sales of foreign currencies

Purchases and sales of currency options

Sensitivity to changes in exchange rates at December 31, 2015

(in millions of currency units)

Total

converted

into €

USD GBP BRL TRY CHF

Trade and other payables 1.5 0.9 0.9

Amounts due on investments in non-consolidated companies 32.8 - 1.3 105.0 1.5 6.7

Intra-group borrowingsSub-total Financial l iabilities 34.3 0.0 2.2 105.0 2.4 6.7

Trade and other receivables 0.5 0.2 0.9 0.5

Marketable securities 38.9 42.3 - - - -

Shares 14.0 15.2

Cash 1,332.4 1,450.6 - - - -

Intra-group loans 209.9 65.4 110.0

Sub-total Financial assets 1,595.7 1,573.7 110.0 0.9 0.5 0.0

Net currency position before hedging 1,561.4 1,573.7 107.8 (104.1) (1.9) (6.7)

Forward currency purchases - - - - - -Forward currency sales (149.9) (110.0)

Net hedging position (149.9) 0.0 (110.0) 0.0 0.0 0.0

Net currency position after hedging, expressed in the currency concerned 1,411.6 1,573.7 (2.2) (104.1) (1.9) (6.7)

Exchange rates: €/$ 1.0887 – €/£ 0.73395 – €/BRL 4.3117 – €/TRY 3.1765 – €/CHF 1.0835

3.2.2. – INTEREST RATE RISK

Group policy consists of hedging the risk of changes in interest rates where appropriate. Interest rate risks are

managed using the following instruments:

Interest rate swaps

Interest rate collars and caps

Sensitivity to a 1% change in exchange rates (in € millions)

Impact on profit +/- 14.0

Impact on equity Not material

Risk factors

32

Sensitivity to changes in interest rates at December 31, 2015

(in millions of currency units) Total (€m) EUR position GBP position * USD position *

Money market securities issue 172.5 172.5Bank borrowings and other debt 211.3 64.8 107.5

Total financial liabilities 383.8 237.3 107.5 0.0

Marketable securities excluding shares 41.2 4.4 40.1

Cash 1,440.0 95.3 8.8 1,450.8

Total financial assets 1,481.2 99.7 8.8 1,490.9

Net position before hedging (floating rate) 1,097.4 (137.6) (98.7) 1,490.9

Derivative instruments

Swaps 114.2 5.2 80.0

Caps

Hedging position (fixed rate) 114.2 5.2 80.0 0.0

Net position after hedging 1,211.6 (132.4) (18.7) 1,490.9 * Foreign currency amounts, converted into euros at the following rates: €/£ 0.73395 – €/$ 1.0887

Sensitivity to a 100-bps increase or decrease in interest rates (in € millions)



3.2.3. – EQUITIES RISK

Part of the Group's available cash is invested in assets that are exposed to the risk of changes in stock market

prices. These assets break down as follows:

(in € millions) CostUnrealised gain

(loss)

Market value at

December 31, 2015

Market value at

December 31, 2014

Listed shares (CAC 40) 5.0 (0.5) 4.5 4.1Listed shares (Euronext) 41.4 10.0 51.4 80.0Listed shares (US) 16.6 (2.7) 13.9Total 63.0 6.8 69.8 84.1

A 5% change in prices on European and/or US stock markets would have a €3.1 million impact on

consolidated profit.

The Group also holds Fimalac shares acquired under the buyback program.

In the consolidated financial statements, these shares are reported as a deduction from equity at cost, under

"Treasury stock", with the result that changes in the Fimalac share price have no impact on consolidated profit.

In the Company's financial statements, the shares are recorded as an asset, as follows:

Number of shares Cost (€m)

Long-term investments 157,863 12.9

Marketable securities 106,153 5.8

Total 264,016 18.7

Based on the closing Fimalac share price on the last trading day in December 2015 (€78.00), the total market

value of these shares was €20.6 million.

Risk factors

33

The cost of shares recorded under "Long-term investments" in the Company's financial statements, which were

intended to be cancelled, was less than their market value at December 31, 2015. No provision for impairment

would be recorded for shares held for cancellation if their market value were to fall to below cost, in line with

Recommendation No.98-D of the CNC Emerging Issues Committee (Comité d'Urgence).

The Fimalac shares recorded under "Marketable securities" in the Company's financial statements include

shares held for allocation under stock option and share grant plans, and shares bought back under the liquidity

contract. Their market value based on the closing Fimalac share price on the last trading day in December 2015

(€78.0) was €8.3 million. Based on their carrying amount of €8.3 million in the Company's accounts,

determined using the average share price for December 2015, a 5% fall in the share price would have a

€0.4 million negative impact on the Company's profit.

3.3. – CUSTOMER RISK

3.3.1. – FITCH GROUP

Fitch Group has a very broad customer base.

3.3.2. – GROUPE BARRIÈRE

Customer risk at Groupe Barrière is directly influenced by economic cycles, weather conditions and changes in

the French and international economic environments. In a difficult, turbulent and unpredictable economic

environment, but also in poor weather, consumers and guests may forgo, sharply reduce or postpone their leisure

spending.

To broaden its hotels' customer base, Groupe Barrière is focusing on expanding its presence in the Meetings,

Incentives, Conferences, and Exhibitions (MICE) segment, alongside the individual guest segment. In addition,

the company has developed a new centralized booking system and a more efficient digital interface. Individual

guests visit hotels primarily at weekends and during holiday periods, while MICE guests generally stay during

the week, at all periods in the year.

The risk in the casino business is limited due to the large number of customers.

3.3.3. – LIVE ENTERTAINMENT PRODUCTION AND ENTERTAINMENT VENUE MANAGEMENT

In the live entertainment production business, customer risk associated with ticket sales is low. Similarly,

advances in the areas of ticket controls and security features have considerably reduced the risks associated

with counterfeit tickets.

In the entertainment venue management business, the Group considers that the contractual measures taken by

the companies concerned have reduced their exposure to customer default risk. In any event, this risk is not

particularly material in relation to the size of the Group as a whole.

The live entertainment production business was severely affected by last November's terrorist attacks in Paris.

Further such attacks would inevitably have an unfavorable financial impact on the business even though most

of the Group's venues are located in the regions.

Risk factors

34

In addition, certain measures currently under consideration to reassure the public following the attacks, such as

increased security checks on people entering the venues and the issuance of named tickets, could drive up

venue operating costs and adversely affect the profitability of live entertainment activities.

3.3.4. – DIGITAL DIVISION

A significant proportion of revenue generated by the Group's Digital Division comes from the sale of

advertising space and is directly influenced by economic cycles.

The Division's main customers are major French and international groups that purchase advertising space

either directly or through well-known international media-buying agencies. The credit risk associated with

these customers is limited.

The Digital Division also includes other non-advertising-related businesses, such as e-commerce. These

businesses' customer bases are made up of a large number of small and medium-sized retailers for which the

default risk is assessed at each period-end in order to record any necessary provisions. Lastly, a steadily

growing proportion of revenue is derived from the provision of services to major brands under renewable

contracts.

3.4. – RISKS ASSOCIATED WITH OFF-BALANCE SHEET COMMITMENTS

Off-balance sheet commitments given in the ordinary course of business

(in € millions) December 31, 2013 December 31, 2014 December 31, 2015

Guarantees given 20.7 8.2 19.6

Future minimum lease payments under non-

cancelable leases

- - -

Other commitments given 10.5 20.8 23.9

Total 31.2 29.0 43.5

"Other commitments given" in the above table mainly concern Fimalac stock options outstanding at the

period-end.

Risk factors

35

Contractual obligations and commitments

Contractual obligations Total Payments due

(in € millions) Within

1 year

In 1 to 5 years Beyond

5 years

Long-term debt

(see Note 5.10 to the consolidated

financial statements)

n.a. n.a. n.a. n.a.

Obligations under finance leases n.a. n.a. n.a. n.a.

Obligations under operating leases

(see Note 5.21 to the consolidated

financial statements)

24.2 4.2 15.9 4.1

Total 24.2 4.2 15.9 4.1

Other commitments given Total Payments due

(in € millions) Within

1 year

In 1 to 5 years Beyond

5 years

Surety bonds 19.9 9.8 9.5 0.6

Other commitments 0.8 - 0.8 -

Total 20.7 9.8 10.3 0.6

To the best of Fimalac's knowledge, there are no other off-balance sheet commitments that have recently had

or could have a material impact on the financial condition or profitability of Fimalac and/or the Group, except

as explained in Note 5.20 to the consolidated financial statements.

3.5. – LEGAL RISKS

3.5.1. – FITCH GROUP

United States

Nationally recognized statistical rating organizations (NRSROs) are governed by the 2006 Credit Rating

Agency Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act)

which was signed into United States federal law in 2010. The Dodd-Frank Act includes a range of provisions

intended to improve rating agency governance, accountability and performance and requires the

U.S. Securities and Exchange Commission (SEC) to adopt a number of new rules and conduct a number of

studies concerning rating agencies. Fitch Ratings is registered with the SEC as an NRSRO.

As required by the Dodd-Frank Act, in August 2014 the SEC adopted the final rules applicable to rating

agencies. Fitch Group has made and will continue to make significant investments in IT, compliance and other

systems in order to fulfil its regulatory obligations. So far, the new rules resulting from the Dodd-Frank Act

have not had a material adverse effect on Fitch Group's business or financial condition but it is too early to

predict their ultimate impact.

The Dodd-Frank Act also requires the SEC to audit the NRSROs once a year and to issue an annual report

presenting the main results of these audits. Fitch Ratings is concerned by these annual SEC audits.

Risk factors

36

European Union

In the European Union, rating agencies are registered and supervised under a pan-European regulatory

framework. The European Securities and Markets Authority (ESMA) is the single direct supervisor of credit

rating agencies (CRAs) within the European Union. As Fitch Ratings is registered in the European Union, it is

subject to the CRA Regulation and to periodic desk-based analyses and investigations by ESMA. The main

European regulations concern (i) sovereign and sub-sovereign ratings; (ii) CRAs' liability for infringement –

intentionally or with gross negligence – of their regulatory obligations; (iii) restrictions on shareholdings by

CRAs and their shareholders; (iv) reporting obligations and (v) additional substantive and operational

requirements.

In addition, recent amendments to Regulation (EC) No.1060/2009 of the European Parliament and of the

Council concerning rating agencies required the preparation of several reports by the ESMA and/or the

European Commission on the structure of the credit rating sector and the use of credit opinions. In

October 2015, the ESMA published its reports stating that it recognized the impact of the regulations on the

credit rating sector and would continue to monitor the sector's structure during the next three to five years. The

European Commission's reports are due to be published in the first half of 2016.

Other jurisdictions

Regulatory requirements have changed rapidly in recent years and this trend is set to continue. Fitch Ratings

maintains regular contact with the regulatory authorities in other regions, while cooperating with financial

supervisory bodies in compliance with local laws and regulations. Fitch Ratings has received recognition as an

external credit assessment institution (ECAI) in all major jurisdictions. Most of the major jurisdictions are

considering, are introducing, or have introduced, more formal recognition and/or regulation of credit rating

agencies. Fitch Ratings maintains a constructive dialogue with the regulatory authorities in those jurisdictions.

Although it is not possible to predict the outcome with any degree of certainty, Fitch Ratings currently does not

believe that any new regulations will have a material adverse impact on its business or financial condition.

Litigation and investigations

Fitch Ratings has been the subject of a variety of investigations initiated by various U.S. federal and state

authorities into the business of credit rating agencies and the role of credit rating agencies in the financial

crisis. Almost all of the investigations have been wound down with no material adverse impact on the business

or financial condition of Fitch Ratings. Fitch Ratings does not believe that any of the ongoing investigations

will have a material adverse impact on its business or financial condition.

While Fitch Ratings has successfully concluded a significant number of litigations over the past few years

arising out of the financial crisis, it remains involved in certain federal and state civil litigations in the United

States following from the financial crisis. Most of these concern Fitch Ratings credit opinions on RMBSs and

CDOs. Fitch Ratings believes that it has substantial defenses to the allegations of the civil complaints brought

against it and is defending itself vigorously. In the fall of 2015, Fitch Ratings was summoned to appear before

the New South Wales Federal Court in Australia, in a case brought by a council that invested in securities

exposed to Sigma, the world's largest structured investment vehicle, which collapsed during the financial crisis.

The case is still in the early stages. Fitch Ratings believes that it has robust counter-arguments and is defending

itself vigorously.

Certain subsidiaries of Fitch Ratings located outside of the United States have also been the subject of

government investigation and have been involved in ongoing litigation. In June 2012, the Chilean regulatory

body, the Superintendencia de Valores y Seguros, assessed a fine against the Fitch Ratings subsidiary in Chile

in a ratings-related matter arising out of the failure of a Chilean retailer. The fine was subsequently halved by

the Chilean court. The matter is now on appeal. In Italy, one of Fitch Ratings' employees, and its Italian

subsidiary, have been accused of market manipulation by an Italian prosecutor. Fitch Ratings believes all of

these allegations of criminal conduct are wholly without merit, and that it has substantial defenses. Fitch

Risk factors

37

Ratings is also defending ratings-related litigation in South Korea. Fitch Ratings does not believe that these

ongoing matters will have a material adverse impact on its business or financial condition.

3.5.2. – OTHER LEGAL RISKS

Seller's warranties

These were mainly given in connection with the sale, several years ago, of the Group's industrial interests

(Facom, Beissbarth, Financière Portefoin). The provisions recorded in the balance sheet adequately cover the

remaining risks.

Claims and litigation

The Group considers that the risks associated with outstanding claims and litigation are reasonably covered.

Change of control clauses

Fimalac's private finance agreements in force at December 31, 2015, for a total of €60 million, include change

of control clauses that concern the parent company, as issuer, but not any of its subsidiaries. They also include

clauses that restrict material asset sales. Any breach of these clauses would result in the financing becoming

immediately repayable.

3.6. – INDUSTRIAL AND ENVIRONMENTAL RISKS

Potential environmental risks – corresponding mainly to pollution resulting from past activities – are evaluated

on a case-by-case basis, as new information emerges, by internal and/or external specialists as well as in the

course of environmental audits that are regularly performed at the highest risk sites. More detailed information

is provided in the "Environmental Report" above.

3.7. – OTHER RISKS

3.7.1. – RISKS AFFECTING THE INDUSTRIES IN WHICH THE GROUP OPERATES

The Group's main businesses operate in highly competitive environments. Competitors may be powerful

international groups (such as Standard & Poor's and Moody's in the rating segment) or small companies (live

entertainment organizers and operators of entertainment venues, hotels and casinos). Competitive challenges

may include price-cutting by rivals seeking to expand market share, and the introduction of new products,

services and technological innovations.

3.7.2. – RISKS ASSOCIATED WITH THE ENTERTAINMENT VENUE AND SPORTS CENTER

MANAGEMENT BUSINESS

The main risks associated with the Vega group's business are (i) the risk of venue management contracts not

being renewed, (ii) the risk of a contract's financial terms being revised, particularly in the case of contracts

to operate publicly-owned venues which generally include a clause requiring the operator to continue

executing the contract even following the occurrence of an unforeseeable adverse event or circumstance,

(iii) the risk of shows being canceled, leading to a loss of expected revenue, and (iv) the inherent health and

safety risks of operating facilities open to the public, such as swimming pools.

Risk factors

38

3.7.3. – RISKS ASSOCIATED WITH THE LIVE ENTERTAINMENT PRODUCTION BUSINESS

The main risks associated with the live entertainment production business concern (i) the cyclical nature of

the business, which depends on the number of tours organized and the number of spectators they attract, and

(ii) the risk of tours being canceled by the performer after the Group has incurred costs or paid an advance to

the performer, although this risk is attenuated by the purchase of specific insurance cover.

3.7.4. – RISKS ASSOCIATED WITH GROUPE BARRIÈRE'S BUSINESS

Fimalac owns 40% of Groupe Barrière, which is therefore accounted for by the equity method in the Group's

consolidated financial statements.

Groupe Barrière operates in an environment that gives rise to many risks, some of which are beyond its

control.

The following is a description of the main risks associated with Groupe Barrière's casino and hotel

businesses.

The businesses are particularly sensitive to economic cycles, weather conditions and changes in the French

and international economic environments. In a difficult, turbulent and unpredictable economy, consumers

may forgo, sharply reduce or postpone their leisure spending.

Groupe Barrière, which has a long-standing presence in the casino and hotel sectors, is also faced with

moves to deregulate the online gaming industry and open it up to competition. In France, Act no. 2010-476

of May 12, 2010 allows companies that have been licensed by the online gaming authority, Arjel, to offer

online certain pooled games based on luck and expertise.

In addition, its casino business is faced with competition from companies that have a monopoly over certain

types of games such as lotteries, preventing it from competing against them in their own markets, as well as

from new operators particularly in the online gaming sector. The financial viability of Groupe Barrière's

casinos could be adversely affected by the opening of new casinos in the same catchment area.

The luxury hotel market is also highly competitive, particularly the MICE segment.

As the casino business depends on obtaining concessions or gaming licenses, the cancellation, non-renewal,

curtailment or modification of any such concession or license or the introduction of more restrictive tax or

other regulations could have an adverse impact on Groupe Barrière's business and financial condition.

As Groupe Barrière has a large number of employees, any strikes or other forms of industrial action or

unrest could disrupt its business and that of its subsidiaries.

Lastly, because Groupe Barrière's business involves the handling of large quantities of cash, it is exposed to

the risk of fraud, embezzlement or cheating on the part of employees and third parties. In addition, it may be

exposed to counterparty risk if it has to pay out substantial winnings to customers.

Concerning the hotel business, despite the major capital spending programs implemented in recent years, the

hotel base still includes certain historical assets that may require significant renovation and maintenance

work or significant alterations to comply with new standards.

Risk factors

39

In addition, since its hotels are open to the public, Groupe Barrière is required to comply with many health

and safety regulations. Any health and safety incident could adversely affect the company's reputation and

earnings.

The Group responds to these risks by continuously seeking out ways to reduce overheads in order to better

absorb fluctuations in business volumes.

3.7.5. – RISK ASSOCIATED WITH THE DIGITAL DIVISION The companies in the Digital Division operate in a competitive environment. Competition in the online

advertising market makes it very difficult to predict future price trends and there is a risk of prices falling as

supply increasingly outstrips demand.

The Group's digital businesses also involve considerable investment in research and development, to drive the

constant process of innovation required to remain competitive in the fast-changing market. Technical expertise

and the ability to grow readership by deploying innovative services represent critical success factors in the face

of competition from new market participants and new services.

The Digital Division is heavily dependent on online business drivers, in particular search engines and organic

search results. Changes in search engine algorithms could have a serious adverse impact on the Group's

audience.

Lastly, despite all the resources deployed by the Group to guarantee the sites' reliability and security, there is a

risk of malicious damage to the computer systems and security breaches, potentially leading to site downtime

with an adverse effect on the Group's financial performance.

3.8. – LIENS OR MORTGAGES ON FIMALAC'S ASSETS

Through its indirect subsidiary North Colonnade Ltd, Fimalac has granted a mortgage on its London office

building as security for the financing obtained in December 2013 from an insurance company.

3.9. – INSURANCE

Fimalac purchases insurance cover from independent insurers and uses customary insurance policies to

protect against property losses, business interruption, third-party liability, and the liability of corporate

officers and executives. The related insurance premiums are as follows:

Risk factors

40

Type of risk Premiums (in €)

Property & casualty and business interruption 2,199,318

Third-party liability 259,164

Management liability 141,174

Total 2,599,656

Management considers that its insurance cover is adequate.

3.10. – REAL ESTATE MARKET RISKS

Due to the nature of its real estate activities, particularly through North Colonnade Ltd, Fimalac is exposed to

fluctuations in the Paris and London property markets. Aside from the building at 97, rue de Lille, which

houses the Company's corporate functions, all of the properties in the portfolio are let (see section 1.8). A

contraction in the real estate market could lead to a reassessment of the value of the properties owned by the

Group (see Note 5.3 to the consolidated financial statements concerning the building owned by North

Colonnade Ltd) and by Groupe Barrière, and to corresponding writedowns that could have an adverse impact

on the Group's results.

***

Management's Discussion and Analysis

41

SECTION 4.

MANAGEMENT'S DISCUSSION AND ANALYSIS

4.1. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL

STATEMENTS

A - SIGNIFICANT EVENTS OF THE YEAR

One of the highlights of the year was the sale, on March 12, 2015, of 30% of the capital of Fitch Group to

Hearst for $1,989.5 million (€1,875 million). The very large capital gain on the sale (€1,652.9 million) is

included in 2015 profit. Fitch Group is now accounted for by the equity method in Fimalac's consolidated

financial statements on a 20% basis.

In December, the Group sold its interest in NextRadioTV, representing 7.3% of the diluted capital. The capital

gain on the sale amounted to €27.4 million.

Fitch, which is accounted for by the equity method on a 20% basis, had a good year in 2015 contributing

€40.1 million to Fimalac's consolidated profit.

The contribution of 40%-owned Groupe Barrière, which is accounted for by the equity method, rose to a

healthy €16.6 million despite the difficult economic environment.

Fimalac's Digital Division, organized around Webedia, and its Entertainment Division continued to expand

their operations during 2015. Both divisions are currently investing to grow their businesses, in line with their

previously announced development objectives, and revenues are already ahead of target.

B - CONSOLIDATED RESULTS

The main fully consolidated companies are North Colonnade, certain Entertainment Division companies, the

digital media and news companies, the parent company, Fimalac, and Fimalac Développement. Fitch Group,

Groupe Barrière and several Entertainment Division companies are accounted for by the equity method.

(in € millions) 2014

(Jan. to Dec.) 2015

(Jan. to Dec.)

Net profit/(loss) from fully consolidated companies (5.3) 1,526.3 Fimalac's share of Fitch Group profit for the period 81.5 40.1 Fimalac's share of the profits of other associates 10.8 16.6

Profit attributable to equity holders of Fimalac 87.0 1,583.0

Management's Discussion and Analysis

42

Consolidated net profit attributable to equity holders of the parent totaled €1,583 million in 2015 versus

€87 million in 2014, a performance that was shaped by substantial non-recurring items.

These included capital gains realized on the sale of an additional 30% of Fitch in March and 7.3% of the

diluted capital of NextRadioTV in December, partly offset by asset write-downs and contingency provisions

recorded during the year. These non-recurring items are discussed in more detail in the notes to the

2015 consolidated financial statements.

C – CONSOLIDATED NET DEBT

As at December 31, 2015, the Group had a very significant net cash position.

On the assets side of the consolidated balance sheet at December 31, 2015, cash and cash equivalents and

current financial assets totaled €1,502.2 million, while non-current financial assets represented €141.8 million.

On the liabilities side of the consolidated balance sheet at December 31, 2015, long and short-term debt

amounted to €689.2 million, including non-controlling interest (NCI) puts and contingent consideration,

short-term bank loans and bond debt.

4.2. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY FINANCIAL

STATEMENTS

Fimalac's main recurring source of revenue consists of dividends and loan interest received from subsidiaries.

Dividend income for 2015 amounted to €207.2 million, including €202.6 million in interim dividends from

Fimalac Services Financiers and €4.6 million in dividends from Mercialys. The interim dividend paid by

Fimalac Services Financiers was up sharply on the previous year, due to the substantial capital gain realized on

the sale of 30% of Fitch Group, Inc. in March 2015. Income from loans and receivables rose to €5.7 million

due to an increase in outstanding loans to Webedia and other subsidiaries.

Recurring expenses for the year chiefly corresponded to operating expenses for a total of €31.6 million.

Financial expenses, including provisions for impairment in value of shares in subsidiaries, amounted to

€55.8 million.

Recurring profit for 2015, after deducting additions to provisions for impairment in value of Fimalac

Développement and Financière Portefoin shares, came to €130.9 million versus €59.1 million in 2014.

Non-recurring items represented a net expense of €29.4 million, including an addition to a provision for

contingencies.

In light of the above and after taking into account an income tax benefit of €31.0 million, net profit for 2015

amounted to €132.5 million, compared with €59.2 million for the previous year.

Trend information

43

SECTION 5.

TREND INFORMATION

5.1. – RECENT DEVELOPMENTS

Share buyback offer

At its meeting on March 14, 2016, the Board of Directors approved a proposal to launch a simplified public

offer for up to 1,700,000 Fimalac shares representing 6.3% of the current capital ("the Offer"), under the

shareholder-approved buyback program. The Offer price will be set at €101 per share (including the 2015

dividend), to be paid in cash. The shares tendered to the Offer will subsequently be cancelled.

Groupe Marc de Lacharrière, Fimalac's majority shareholder, and also Culture & Diversité Foundation, Marc

Ladreit de Lacharrière and the other members of his family acting in concert, have indicated they do not intend

to take part in the Offer.

Having reviewed the report of the presenting banks and the fairness opinion issued by Finexsi, which

concluded that the Offer price is fair, the Board of Directors is recommending that shareholders tender their

Fimalac shares to the Offer.

The Offer Price of €101 represents an attractive premium of 25.4% on the closing Fimalac share price on

March 11, 2016 (€80.54) and premiums of 28.7% and 26.4% respectively on the volume-weighted average

share prices for the previous three months (€78.46) and six months (€79.93). The discount compared to

adjusted NAV per share is moderate and in line with market practice.

The indicative timeline for the Offer, which will be submitted to France's securities regulator (Autorité des

Marchés Financiers), will be announced when the draft prospectus is filed. The Offer period is expected to

begin in April 2016.

5.2. – OUTLOOK FOR 2016

Fimalac is a diversified group with interests in the financial services, digital news and media, entertainment,

luxury hotel and leisure and real estate sectors, all of which offer significant growth potential.

We will use our considerable financial headroom to step up the pace of business growth, focusing primarily on

the Digital and Entertainment businesses, while also holding firm to our dividend policy.

Trend information

44

5.3. – FINANCIAL CALENDAR

Annual Shareholders' Meeting: June 15, 2016 at 3:00 p.m. at Pavillon Gabriel in Paris

Ex-dividend date: June 20, 2016

Payment of the dividend: as from June 22, 2016

Board meeting to approve the interim financial statements: September 20, 2016

Financial information for the year ended December 31, 2015

45

SECTION 6.

FINANCIAL INFORMATION FOR THE YEAR ENDED

DECEMBER 31, 2015

6.1. – CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

Consolidated Balance Sheet at December 31, 2015 ............................................................................................ 48

Consolidated Balance Sheet at December 31, 2015 ............................................................................................ 49

Consolidated Income Statement for the Year Ended December 31, 2015 .......................................................... 50

Consolidated Statement of Changes in Equity .................................................................................................... 52

Consolidated Statement of Cash Flows............................................................................................................... 54

1.1. - SIGNIFICANT EVENTS.......................................................................................................... 56

1.1.1. - Sale of 30% of Fitch Group ....................................................................................................... 56

1.1.2. - Development of the Digital business ......................................................................................... 56

1.1.3. - Development of the Entertainment business ............................................................................. 56

2.1. - Presentation and preparation of the consolidated financial statements ..................................... 57

2.2. - Basis of consolidation ............................................................................................................... 58

2.2.1. - Scope of consolidation .............................................................................................................. 58

2.2.2. - Consolidation policies ............................................................................................................... 59

2.2.3. - Segment information ................................................................................................................. 60

2.2.4. - Foreign currency translation ...................................................................................................... 61

2.2.5. - Property and equipment............................................................................................................. 62

2.2.6. - Intangible assets ........................................................................................................................ 62

2.2.7. - Impairment tests ........................................................................................................................ 63

2.2.8. - Financial assets .......................................................................................................................... 64

2.2.9. - Trade receivables ....................................................................................................................... 65

2.2.10. - Cash and cash equivalents ......................................................................................................... 65

2.2.11. - Share capital .............................................................................................................................. 66

2.2.12. - Debt ........................................................................................................................................... 66

2.2.13. - Deferred taxes ........................................................................................................................... 66

2.2.14. - Employee benefits ..................................................................................................................... 67


46

2.2.15. - Provisions .................................................................................................................................. 68

2.2.16. - Revenue ..................................................................................................................................... 68

2.2.17. - Leases ........................................................................................................................................ 70

2.2.18. - Dividends .................................................................................................................................. 70

2.2.19. - Assets and liabilities held for sale and discontinued operations ............................................... 70

2.2.20. - Earnings per share ..................................................................................................................... 70

2.2.21. - Other operating income and expenses, net ................................................................................ 71

2.2.22. - Use of estimates ........................................................................................................................ 71

3.1. - Changes in scope of consolidation ............................................................................................ 72

4.1. - Currency risk ............................................................................................................................. 74

4.2. - Interest rate risk ......................................................................................................................... 75

4.3. - Liquidity risk ............................................................................................................................. 77

4.4. - Characteristics of subsidiaries' debt .......................................................................................... 77

4.5. - Maturities of financial instruments (undiscounted) ................................................................... 78

4.6. - Credit risk .................................................................................................................................. 79

4.7. - Equities risk ............................................................................................................................... 79

4.7.1. - Accounting treatment of derivative financial instruments and hedging transactions ................ 79

4.8. - Fair value estimates ................................................................................................................... 80

5.1. - Goodwill on fully consolidated companies ............................................................................... 81

5.2. - Intangible assets ........................................................................................................................ 83

5.3. - Property and equipment............................................................................................................. 84

5.4. - Investments in associates........................................................................................................... 88

5.5. - Additional information concerning Fitch Group ....................................................................... 90

5.5.1. - Condensed financial statements of Fitch Group ........................................................................ 90

5.5.2. - Fitch Group goodwill ................................................................................................................ 90

5.5.3. - Fitch Group segment information ............................................................................................. 91

5.6. - Financial assets .......................................................................................................................... 92

5.7. - Trade receivables ....................................................................................................................... 93

5.8. - Cash and cash equivalents ......................................................................................................... 94

5.9. - Deferred taxes ........................................................................................................................... 94


47

5.10. - Long- and short-term debt ......................................................................................................... 95

5.10.1. - Bank borrowings ....................................................................................................................... 95

5.10.2. - Changes in bank borrowings ..................................................................................................... 96

5.10.3. - Other long- and short-term debt ................................................................................................ 96

5.11. - Derivative instruments .............................................................................................................. 97

5.12. - Pension and other employee benefit obligations ....................................................................... 97

5.12.1. - Pension plans ............................................................................................................................. 97

5.12.2. - Stock options ............................................................................................................................. 98

5.12.3. - Free shares ................................................................................................................................. 99

5.12.4. - "BSPCE" warrants ..................................................................................................................... 99

5.13. - Provisions ................................................................................................................................ 100

5.14. - Other liabilities ........................................................................................................................ 101

5.15. - Employee benefits expense ..................................................................................................... 101

5.16. - Finance costs and other financial income and expenses, net ................................................... 102

5.17. - Income tax expense ................................................................................................................. 102

5.18. - Information by business segment ............................................................................................ 103

5.18.1. - Results by business segment ................................................................................................... 103

5.19. - Information by geographical segment ..................................................................................... 104

5.19.1. - Revenue by geographical segment .......................................................................................... 104

5.19.2. - Assets by geographical segment .............................................................................................. 104

5.20. - Off-balance sheet commitments .............................................................................................. 105

5.21. - Earnings per share ................................................................................................................... 105

5.22. - Dividends ................................................................................................................................ 106

5.23. - Related party transactions ....................................................................................................... 106

5.24. - Subsequent events ................................................................................................................... 106

5.25. - List of consolidated companies ............................................................................................... 107


48

F. Marc de Lacharrière (Fimalac) Group

Consolidated Balance Sheet at December 31, 2015

(in € millions)Notes December 31, 2015 December 31, 2014

NON-CURRENT ASSETS

Goodwill 5.1 523.7 278.5

Intangible assets 5.2 50.3 40.0

Property and equipment 5.3 331.4 313.5

Investments in associates 5.4 391.6 371.1

Non-current financial assets 5.6 141.8 131.7

Deferred tax assets 5.9 15.2 35.6

Other non-current assets - -

TOTAL NON-CURRENT ASSETS 1,454.0 1,170.4

CURRENT ASSETS

Inventories 0.8 0.5

Trade receivables 5.7 107.8 58.0

Other receivables 5.7 62.9 53.5

Current financial assets 5.6 20.7 20.4

Cash and cash equivalents 5.8 1,481.5 31.0

TOTAL CURRENT ASSETS 1,673.7 163.4

Assets held for sale 198.5

TOTAL ASSETS 3,127.7 1,532.3

ASSETS

The accompanying notes form an integral part of the consolidated financial statements.


49


Consolidated Balance Sheet at December 31, 2015

(in € millions)Notes December 31, 2015 December 31, 2014

EQUITY

Share capita l 118.5 126.9

Additional pa id-in capita l 8.4 8.4

Treasury s tock (20.6) (81.5)

Trans lation reserves (12.6) (40.8)

Retained earnings 527.1 694.8

Attributable profit for the period 1,583.0 87.0

Other comprehens ive income (1.2) 34.6

Total comprehens ive income 1,581.8 121.6

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS 2,202.6 829.4

Non-controlling interests (0.3) 2.3

TOTAL EQUITY 2,202.3 831.7

NON-CURRENT LIABILITIES

Pens ion and other employee benefi t obl igations 5.12 5.8 5.5

Long-term provis ions 5.13 47.5 9.4

Long-term debt 5.10 430.8 295.3

Deferred tax l iabi l i ties 5.9 6.5 7.8

Other non-current l iabi l i ties 1.5 0.4

TOTAL NON-CURRENT LIABILITIES 492.1 318.4

CURRENT LIABILITIES

Short-term provis ions 5.13 4.2 4.3

Short-term debt 5.10 258.4 302.2

Trade payables 53.7 28.0

Other current l iabi l i ties 5.14 117.0 47.7

TOTAL CURRENT LIABILITIES 433.3 382.2

Liabi l i ties held for sa le

TOTAL EQUITY AND LIABILITIES 3,127.7 1,532.3

EQUITY AND LIABILITIES



50


Consolidated Income Statement for the Year Ended December 31, 2015

(in € millions) Notes 2015 2014

Revenue 5.18.1/19.1 224.7 114.8

Other income 46.2 19.9

Employee benefi ts expense 5.15 (108.5) (52.1)

Purchases used in the generation of revenue and external charges (141.8) (71.2)

Taxes other than on income (6.4) (2.6)

Depreciation and amortization 5.18.1 (18.5) (11.4)

Charges to/reversa ls of provis ions , net 5.18.1 (2.3) (0.1)

Other recurring operating income and expenses , net (0.6) 0.4

RECURRING OPERATING PROFIT/(LOSS) 5.18.1 (7.2) (2.3)

Other operating income and expenses , net 5.18.1 (113.5) (9.0)

OPERATING PROFIT/(LOSS) 5.18.1 (120.7) (11.3)

Income and expenses from cash and cash equiva lents and currency and

interest rate hedges , net(35.7) 2.9

Interest expense on bank borrowings (9.8) (11.0)

Finance costs, net 5.16 (45.5) (8.1)

Other financia l income and expenses , net 5.16 28.0 4.5

Income tax benefi t/(expense) 5.17 10.1 9.3

Share of profi t of associates (excluding Fi tch) 5.4 16.5 10.8

Share of Fi tch profi t 5.4 40.1 81.5

Net capita l ga in/(loss ) on disposals & net profi t/(loss ) from

discontinued operations1,652.9 (0.2)

PROFIT FOR THE PERIOD 1,581.4 86.5

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 1,583.0 87.0

ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1.6) (0.5)

Earnings per share (in €) 5.21

Basic earnings per share 59.28 3.24

Diluted earnings per share 59.28 3.24

Earnings per share from continuing operations (including Fitch)

Basic earnings per share (2.62) 3.24

Diluted earnings per share (2.62) 3.24

Earnings per share from discontinued operations

Basic earnings per share 61.89 -

Diluted earnings per share 61.89 - The accompanying notes form an integral part of the consolidated financial statements.


51


Consolidated Statement of Comprehensive Income

for the Year Ended December 31, 2015

(in € millions) 2015 2014

Profit for the period 1,583.0 87.0

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translating foreign operations 14.2 28.2

Valuation gains and losses on available-for-sale financial assets (14.4) 14.6

Gains and losses on cash flow hedges (1.6) (5.1)

Tax benefit (expense) on items that may be reclassified subsequently to profit or loss 0.4 (2.0)

Total items that may be reclassified subsequently to profit or loss (1.4) 35.7

Items that will not be reclassified subsequently to profit or loss

Actuarial gains and losses on defined benefit plan obligations 0.4 (1.6)

Tax benefit (expense) on items that will not be reclassified subsequently to profit or loss (0.2) 0.5

Total items that will not be reclassified subsequently to profit or loss 0.2 (1.1)

Comprehensive income attributable to equity holders of the parent 1,581.8 121.6

Comprehensive income attributable to non-controlling interests (2.4) (2.3)

Total comprehensive income 1,579.4 119.3 The accompanying notes form an integral part of the consolidated financial statements.



Consolidated Statement of Changes in Equity

At December 31, 2015, the Company's share capital was made up of 26,920,000 ordinary shares with a par value of €4.40, all fully paid.

Changes in share capital, year ended December 31, 2015

Share capital at December 31, 2014 – (in number of shares) 28,830,000

Canceled shares (1,910,000)

Share capital at December 31, 2015 26,920,000

(in € millions)Share

capital

Additional

paid-in

capital

Retained

earnings

Translation

reserve

Valuation

gains and

losses on

financial assets

Actuarial

gains and

losses

Gains and losses

on cash flow

hedges

Treasury

stock

Equity

attributable to

equity holders

Non-

controlling

interests

Total equity

Equity at December 31, 2013 126.9 8.4 744.9 (40.8) 7.6 0.6 2.8 (72.3) 778.1 1.9 780.0

Is sue of share capita l 0.0

Purchases and sa les of treasury s tock (9.2) (9.2) (9.2)

Cancel lations of treasury s tock 0.0

Cancel lation of ga ins and losses on sa les of treasury s tock

and transaction costs 0.5 0.5 0.5

Dividends (51.1) (51.1) (51.1)

Fa ir va lue of s tock options recognized in profi t 0.5 0.5 0.5

Put options on non-control l ing interests (1.3) (1.3) (0.4) (1.7)

Other (0.4) (0.4) 0.2 (0.2)

Profit for the period 87.0 87.0 (0.5) 86.5

Other comprehens ive income/(expense) 28.2 11.5 (1.1) (4.0) 34.6 (1.8) 32.8Changes in scope of consol idation (9.3) (9.3) 2.9 (6.4)

Equity at December 31, 2014 126.9 8.4 770.8 (12.6) 19.1 -0.5 (1.2) (81.5) 829.4 2.3 831.7

Other comprehensive income /(expense)

Changes in equity, year ended December 31, 2014

52


Changes in equity, year ended December 31, 2015

(in € millions)Share

capital

Additional

paid-in

capital

Retained

earnings

Translation

reserve

Valuation gains

and losses on

financial assets

Actuarial

gains and

losses

Gains and losses

on cash flow

hedges

Treasury

stock

Equity

attributable to

equity holders

Non-

controlling

interests

Total equity

Equity at December 31, 2014 126,9 8,4 770,8 (12,6) 19,1 (0,5) (1,2) (81,5) 829,4 2,3 831,7

Issue of share capital 0,0 1,2 1,2

Purchases and sales of treasury stock (15,5) (15,5) (15,5)

Cancellations of treasury stock (8,4) (68,1) 76,5 0,0 0,0

Cancellation of gains and losses on sales of treasury

stock and transaction costs 0,9 0,9 0,9

Dividends (107,1) (107,1) (2,5) (109,6)

Fair value of stock options recognized in profit 0,4 0,4 0,4

Put options over non-controlling interests (84,1) (84,1) (0,2) (84,3)

Other 0,1 0,1 (0,3) (0,2)

Profit/(loss) for the period 1 583,0 1 583,0 (1,6) 1 581,4

Other comprehensive income/(expense) 14,2 (13,9) 0,2 (1,7) (1,2) (0,8) (2,0)Changes in scope of consolidation (3,3) (3,3) 1,6 (1,7)

Equity at December 31, 2015 118,5 8,4 2 092,6 1,6 5,2 (0,3) (2,9) (20,5) 2 202,6 (0,3) 2 202,3

Other comprehensive income/(expense)


53


54


Consolidated Statement of Cash Flows


(in € thousands)2015 2014

Profit for the period 1,581.4 86.5

- Net (profi t)/loss from discontinued operations (1,652.9) 0.2

+/- Depreciation, amortization and provis ion expense, net 113.9 13.5

-/+ Other non-cash (income) and expenses , net 1.7 2.3

-/+ Disposal (ga ins ) and losses , net (23.8) (0.2)

+/- Share of (profi t)/loss of associates (56.7) (92.3)

- Dividends received from non-consol idated companies 0.0

Cash flow after finance costs, net and income tax expense (36.4) 10.0

+ Finance costs , net 43.8 2.0

+/- Income tax expense (benefi t) (10.1) (9.3)

Cash flow before finance costs, net and income tax expense (2.7) 2.7

- Income tax paid (8.3) (8.0)

+ Change in operating working capital 4.0 (26.7)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES (7.0) (32.0)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of intangible assets and property and equipment (21.2) (23.8)

Proceeds from disposals of intangible assets and property and equipment 0.1 0.1

Purchases of non-current financia l assets (net of cash acquired)1

(272.5) (133.6)

Proceeds from disposals of non-current financia l assets2

1,918.1 4.1

Change in loans and receivables and financia l assets at fa i r va lue through profi t or loss 0.5 4.2

Effect of changes in scope of consol idation 0.0

Dividends received from Fi tch, other associates and non-consol idated companies 65.8 71.9

Other movements 1.1 (0.6)

NET CASH FROM/(USED IN) INVESTING ACTIVITIES 1,691.9 (77.7)

CASH FLOWS FROM FINANCING ACTIVITIES

Purchases and sa les of treasury s tock, net (14.6) (8.8)

Dividends paid (109.6) (51.1)

Proceeds from new borrowings 34.5 115.2

Repayments of borrowings 3 (80.2) (3.7)

Interest pa id, net (43.8) (2.6)

Other movements 0.3

Purchases of non-control l ing interests (2.3)

NET CASH FROM/(USED IN) FINANCING ACTIVITIES (215.7) 49.0

Effect of changes in foreign exchange rates and other (7.8) (10.1)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 1,461.4 (70.8)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD (171.9) (101.1)

CASH AND CASH EQUIVALENTS AT END OF PERIOD (Note 5.8)4 1,289.5 (171.9) (1) Change arising mainly from acquisitions of digital activities (see Note 3). (2) The substantial cash inflow for the period corresponds mainly to the proceeds from the sale of a further 30% of Fitch Group in March 2015 (see Significant

Events). (3) Corresponding to repayment of the syndicated credit facility (see Note 4.4). (4) Cash and cash equivalents in the cash flow statement are defined as cash and cash equivalents less short-term bank loans and bank overdrafts (see

Note 5.8). They do not include financial assets classified as at fair value through profit or loss.


55

NOTE 1. GENERAL INFORMATION

The Group's parent company, F. Marc de Lacharrière (Fimalac), does not conduct any business on its own behalf.

It holds stakes in several operating subsidiaries and is actively involved in determining their strategies.

The Group has five operating segments based on the definition in IFRS 8 – Operating Segments:

Financial Services, represented by Fitch Group, which has four main business lines:

Credit ratings, conducted through Fitch Ratings.

Data and analytics, conducted through Fitch Solutions, whose product offerings include Fitch's

research delivery, risk and performance analytics, surveillance tools, structured finance workflow

solutions, and pricing and valuation services.

Financial training and professional development conducted through Fitch Learning.

Country risk analysis and industry research conducted through Business Monitor International

(BMI), a company acquired by Fitch Group in March 2014.

Luxury Hotels & Leisure, represented by 40%-owned Groupe Barrière.

Entertainment, comprising three business lines:

Production, corresponding to the live entertainment production activities of Gilbert Coullier Productions,

Thierry Suc Productions, Auguri Productions, K-Wet Productions, Encore Productions and Miala.

Ticketing Solutions, conducted through Kyro-Concept, a ticketing solutions developer, and two ticket

sales management companies, MyTicket and AP2S.

Venue Management, conducted through Vega and its subsidiaries and through Ellipse and Carilis, two

sports center operators.

Digital, comprising news and media operations in five areas:

Fashion/beauty (including Purepeople and Purestyle).

Movies (including Allociné and Côté Ciné in France and Moviepilot in Germany).

Video games (including Jeuxvideo.com, Millennium, Jeu.info and IDGE).

Cookery and gastronomy (including 750g and Académie du Goût).

Travel (including EasyVoyage and Le Bon Guide).

Real Estate, represented by North Colonnade Ltd, owner of the Canary Wharf building in London, and by SCI

101, which leases the building at 101 rue de Lille, Paris 75007 under a finance lease.

The Group's operations are conducted primarily in France, the United States, the United Kingdom, the other

European Union countries, Asia and Latin America.

Fimalac is organized as a société anonyme (joint stock company) governed by the laws of France. Its registered

office is located in Paris.

Fimalac shares are traded on the NYSE Euronext Paris stock exchange.

These consolidated financial statements were approved by the Board of Directors on March 14, 2016.


56

1.1. - SIGNIFICANT EVENTS

1.1.1. - Sale of 30% of Fitch Group

On March 12, Fimalac sold a further 30% interest in Fitch Group to Hearst for $1,989.5 million (€1,875 million).

Prior to the transaction, which was announced on December 12, 2014, Fitch Group was 50%-owned by Fimalac.

The capital gain on the transaction, representing a net amount of €1,652.9 million after taxes and expenses, is

reported on a separate line of the consolidated income statement, under "Capital gains, net of tax".

1.1.2. - Development of the Digital business

Webedia kept up its domestic and international growth strategy during the year by acquiring a certain number of

companies operating in the digital sector, as explained in Note 1. These acquisitions represented a total

investment of €265 million, including contingent consideration. For more information, see Note 3.

1.1.3. - Development of the Entertainment business

Several acquisitions were made during the year through the Group's Trois S subsidiary in the area of live

entertainment production and organization and theater management.

For more information, see Note 3.


57

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. - PRESENTATION AND PREPARATION OF THE CONSOLIDATED FINANCIAL

STATEMENTS

The consolidated financial statements of the Fimalac Group for the year ended December 31, 2015 ("the

consolidated financial statements") have been prepared in accordance with the International Accounting Standards

and International Financial Reporting Standards ("IFRSs") published by the International Accounting Standards

Board (IASB) and adopted for use in the European Union in the accounting period ended December 31, 2015.

The IFRSs adopted for use in the European Union can be viewed on the European Commission website at

(http://ec.europa.eu/internal_market/accounting/ias/index_en.htm).

The accounting methods used to prepare the consolidated financial statements are the same as those applied for

the preparation of the financial statements for the year ended December 31, 2014, except where otherwise

required by new standards, amendments to existing standards or interpretations applicable in accounting periods

beginning on or after January 1, 2015.

New standards, interpretations and amendments to existing standards applicable as of January 1, 2015

Amendments resulting from the 2011-2013 IFRS Annual Improvements Cycle adopted in December 2013:

the minor amendments to certain standards resulting from this process have been applied as from

January 1, 2015. The impact on the consolidated financial statements was not material.

IFRIC 21 – Levies, which provides guidance on the recognition of a liability to pay a levy. According to

IFRIC 21, the obligating event for the recognition of a liability is the activity that triggers the payment of the

levy in accordance with the relevant legislation. The liability may not be recognized progressively; it must be

recognized in full when the obligating event occurs. This interpretation had no impact on consolidated profit

for 2015.

Standards, interpretations and amendments adopted for use in the European Union that are applicable in

future periods

Limited amendment to IAS 19 – Defined Benefit Plans: Employee Contributions, concerning employee and

third party contributions to defined benefit plans. The purpose of the amendment is to simplify the

accounting treatment of contributions that are not based on years of service, such as employee contributions

calculated as a percentage of salary. The amendment is applicable to annual periods beginning on or after

February 1, 2015.

Minor amendments to existing standards resulting from the 2010-2012 IFRS Annual Improvements Cycle

adopted in December 2013. The amendments are applicable in annual periods beginning on or after

February 1, 2015.

Minor amendments to existing standards resulting from the 2012-2014 IFRS Annual Improvements Cycle,

concerning standards IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations; IFRS 7 –

Financial Instruments: Disclosures; IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting.

The amendments are applicable to annual periods beginning on or after January 1, 2016.

The "Disclosure Initiative" amendments to IAS 1 – Presentation of Financial Statements, which require the

use of judgement to determine the disclosures to be made in the financial statements. For example, the

amendments clarify that materiality applies to the whole financial statements and that the disclosure of

information which is not material may obscure useful information. They also establish that judgement must

be applied to determine where and in what order information is disclosed in the notes to the financial

statements. The amendments are applicable to annual periods beginning on or after January 1, 2016.

http://ec.europa.eu/internal_market/accounting/ias/index_en.htm


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The impact of applying these amendments on the consolidated financial statements will not be material.

New standards published by the IASB but not yet adopted for use in the European Union

The standards and interpretations listed below have been published by the IASB but have not yet been adopted for

use in the European Union. Their potential impact on the Group is currently being analyzed.

On July 24, 2014, the IASB completed the last stage of its comprehensive response to the financial crisis by

publishing the final version of IFRS 9 – Financial Instruments. The improvements introduced in IFRS 9

include the adoption of a logical approach to recognizing and measuring financial assets and liabilities, and

the introduction of a new expected-loss impairment model applicable to all financial assets and a new hedge

accounting model. The new standard is applicable to annual periods beginning on or after January 1, 2018,

with early adoption allowed.

IFRS 15 – Revenue from Contracts with Customers, which replaces the revenue recognition provisions of

IAS 11 – Construction Contracts and IAS 18 – Revenue. The core principle of IFRS 15 is that an entity will

recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services. The new

standard is applicable to annual periods beginning on or after January 1, 2018, with early adoption allowed.

On January 13, 2016, the IASB published IFRS 16 – Leases. This standard, which introduces a major change

in the accounting treatment of leases, provides a single lessee accounting model, requiring lessees to

recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset

has a low value. IFRS 16 is applicable to annual periods beginning on or after January 1, 2019.

2.2. - BASIS OF CONSOLIDATION

2.2.1. - Scope of consolidation

The consolidated financial statements include the financial statements of the parent company and of the entities

controlled directly or indirectly by the parent ("the subsidiaries"). Control is the power to govern the financial and

operating policies of an entity so as to obtain benefits from its activities. It is presumed to exist when the parent

owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity.

Subsidiaries are fully consolidated.

Entities that are jointly controlled, directly or indirectly, with a limited number of other shareholders are

accounted for by the equity method.

Associates, defined as entities over which the parent company exercises significant influence, are also accounted

for by the equity method.

The list of consolidated companies is provided in Note 3.2. All consolidated companies have a

December 31 year-end except for Groupe Barrière which has been consolidated on the basis of financial

statements for the year ended October 31, 2015.


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2.2.2. - Consolidation policies

(i) Fully consolidated companies

The Group accounts for business combinations using the acquisition method. Under this method, the assets

acquired and liabilities assumed are measured at their acquisition-date fair value.

Companies acquired or divested during the year are consolidated from the acquisition date or up to the divestment

date.

Accordingly, the profits or losses of subsidiaries acquired or divested during the period are included in the

consolidated income statement from the acquisition date or up to the date when control is lost.

Where necessary, the financial statements of subsidiaries acquired during the period are restated to comply with

Group accounting policies.

All intra-group balances and transactions are eliminated in consolidation.

Application of IFRS 3R and IAS 27R from October 1, 2009 mainly affected the accounting treatment of

acquisitions and divestments that resulted in control being acquired or lost. In particular:

In the case of an acquisition leading to a transfer of control, the acquisition-related costs are recognized

as expenses.

Contingent consideration is initially recognized and measured at fair value, with subsequent changes in

fair value recognized in profit or loss when the contingent consideration constitutes a liability.

In the case of a transaction leading to control being acquired (or lost), the gain or loss arising from

remeasurement at fair value of any previously held interest (or retained interest) is recognized in profit or

loss.

In the case of an acquisition leading to a transfer of control, non-controlling (i.e., minority) interests are

recognized and measured either as their proportionate interest in the net identifiable assets of the investee

(partial goodwill method) or at fair value plus a share of goodwill calculated on the same basis (full

goodwill method). The choice of method is made on a transaction-by-transaction basis.

Acquisitions or disposals of interests in controlled companies that do not lead to control being acquired or lost are

accounted for as transfers between equity attributable to equity holders of the parent and non-controlling interests,

without any impact on profit or loss.

Goodwill

Goodwill arising on a business combination corresponds to the excess of the acquisition-date fair value of the

consideration transferred plus the amount of any non-controlling interests, measured either as their proportionate

interest in the acquiree's net identifiable assets or at fair value, over the acquisition-date net fair value of the

acquiree's identifiable assets, liabilities and contingent liabilities.

Goodwill arising on acquisition of subsidiaries is reported on a separate line of the balance sheet. It is measured in

the currency of the acquiree and translated into euros at the period-end exchange rate. Impairment tests are

performed at the level of the cash-generating unit to which the goodwill belongs.


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The Group defines cash-generating units as corresponding to its operating segments. Goodwill is recognized as an

asset and is not amortized, but is tested for impairment annually and whenever there is an indication that its

carrying amount may not be recovered. Impairment losses on goodwill are not reversible.

When a subsidiary is sold, the related goodwill is reclassified to the income statement and taken into account in

the calculation of the disposal gain or loss.

Negative goodwill

When goodwill calculated by the above method represents a negative amount, it is recognized directly in profit or

loss without allocating any portion of the amount to non-controlling interests.

(ii) Investments in associates and joint ventures

Investments in associates and joint ventures are initially recognized at cost.

They are subsequently accounted for by the equity method. Goodwill arising on acquisition of associates and joint

ventures is included in the carrying amount of the investment. When the associate or joint venture is sold, the

related goodwill is reclassified to the income statement and taken into account in the calculation of the disposal

gain or loss.

The profits, assets and liabilities of associates and joint ventures are accounted for by the equity method. In the

case of loss-making companies, if the Group's share of the losses is equal to or exceeds its investment in the

associate or joint venture, recognition of its share of further losses is discontinued, except when it has incurred

legal or constructive obligations or made payments on behalf of the associate or joint venture. The investment in

an associate or joint venture is the carrying amount of the investment under the equity method plus the amount of

any long-term items that, in substance, form part of the Group's net investment in the entity concerned.

Profits and losses resulting from transactions with associates and joint ventures are eliminated pro rata to the

Group's interest in the entity concerned, except for any losses that reflect an impairment in value of the asset sold

in the transaction.

The accounting policies applied by associates and joint ventures for local statutory reporting purposes are

modified, where necessary, to comply with Group accounting policies.

2.2.3. - Segment information

Business and geographical operating segments have been identified based on the Group's internal organizational

and management structure and its system of internal financial reporting to the Board of Directors and the Chief

Executive Officer.

The Group operates in five business segments:

Financial Services, comprising the businesses of Fitch Ratings, Fitch Solutions, Fitch Learning and BMI.

Luxury Hotels & Leisure.

Entertainment.

Digital.

Real Estate.

Amounts not allocated to the business segments correspond to headquarters expenses.


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The geographical segments, except for the Financial Services business segment, are as follows:

France.

Other European Union countries.

Latin America.

Other countries.

The Financial Services business segment (Fitch Group) is broken down into the following geographical segments:

North America.

Latin America.

Europe, the Middle East & Africa (EMEA).

Asia.

2.2.4. - Foreign currency translation

Presentation currency

The financial statements of Group subsidiaries are drawn up in their functional currency, corresponding to the

currency of the primary economic environment in which they operate.

The consolidated financial statements are presented in euros, corresponding to Fimalac's functional and

presentation currency.

Recognition of foreign currency transactions in the accounts of individual Group companies

Non-current assets purchased in foreign currencies are converted into the functional currency at the exchange rate

on the transaction date.

Receivables and payables denominated in foreign currencies are converted at the exchange rate on the balance

sheet date. The resulting exchange gains and losses are recognized in operating profit or in other financial income

and expenses, depending on the nature of the underlying receivable or payable, except for those gains and losses

arising from conversion of monetary items forming part of the Group's net investment in a foreign operation

which are recognized in equity under "Translation reserve".

Translation of the financial statements of foreign subsidiaries

The assets and liabilities of foreign subsidiaries are translated into euros at the exchange rate of the subsidiary's

functional currency on the balance sheet date, and their income and expenses are translated at the average rate for

the year. The resulting exchange differences are initially recognized in equity and are reclassified into profit or

loss on disposal of the subsidiary.

Goodwill and fair value adjustments recorded on acquisition of a foreign subsidiary are considered as forming

part of the subsidiary's assets and liabilities. They are therefore recognized in the subsidiary's functional currency

and translated at the closing exchange rate.

Exchange gains and losses arising from changes in exchange rates used to translate the net assets of a foreign

subsidiary, long-term financing of the Group's net investment in the subsidiary and the subsidiary's net profit are

recognized in equity.


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2.2.5. - Property and equipment

The cost of qualifying assets includes borrowing costs. Qualifying assets are buildings purchased prior to

completion that take a substantial period of time to get ready for their intended use. Capitalization of borrowing

costs ceases when the building concerned becomes available for its intended use.

Subsequent costs of replacing certain parts of items of property and equipment and compliance costs are added to

the carrying amount of the item to which they relate and depreciated over that item's remaining useful life.

Day-to-day servicing and maintenance costs are recognized as an expense as incurred.

Depreciation is calculated on a straight-line basis to write off the assets' carrying amount over their estimated

useful lives. The main useful lives applied by the Group are as follows:

o Buildings: 10 to 60 years.

o Fixtures and fittings: 5 to 15 years.

o Vehicles and equipment: 4 to 5 years.

o Office furniture and equipment: 3 to 10 years.

Useful lives are reviewed at each year-end.

Assets held under finance leases are depreciated over their estimated useful lives in the same way as assets owned

outright, or over the lease term where this is shorter.

When the recoverable amount of an item of property and equipment is less than its carrying amount, a provision

for impairment is recorded for the difference. Gains and losses realized on disposal of items of property, plant and

equipment – corresponding to the difference between the disposal proceeds and the item's carrying amount – are

recognized in the income statement under "Other operating income and expenses, net".

2.2.6. - Intangible assets

Intangible assets are measured at cost. Their recoverable amount is reviewed at regular intervals to determine

whether there is any indication that it may be less than their carrying amount. If any such indication exists, an

impairment test is performed and any identified impairment loss is recorded in the income statement under

"Recurring operating expense", except when the loss is considered unusual or represents a very significant

amount. In this latter case, the loss is recorded under "Other operating income and expenses, net".

Intangible assets are amortized over the following useful lives:

o Brands: 5 to 15 years.

o Licenses and software: 1 to 3 years.

o Contractual customer relationships: 3 to 10 years.

o Patents: 3 to 12 years.

Purchased trademarks and trademarks acquired in business combinations

Trademarks are stated at cost less accumulated amortization and accumulated impairment losses, if any.

Trademarks acquired in business combinations are measured at fair value.

Amortization is calculated on a straight-line basis to write off the assets' carrying amount over their estimated

useful lives, starting from the date when they are put into service.


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Trademarks qualified as having an indefinite useful life are not amortized but are tested for impairment at each

year-end or whenever there is an indication that their recoverable amount may be less than their carrying amount.

Licenses

Licenses are stated at cost less accumulated amortization and any accumulated impairment losses.

Amortization is calculated on a straight-line basis to write off the assets' carrying amount over their estimated

useful lives, starting from the date when they are put into service.

Software

Purchased software is recognized as an intangible asset at cost and amortized over its estimated useful life.

Software maintenance costs are recognized as an expense as incurred.

The directly attributable costs of developing identifiable software that is controlled by the Group and expected to

generate future economic benefits over more than one year are recognized as an asset in cases where the criteria

listed in IAS 38 are met.

Directly attributable costs include employee benefit costs for the employees who developed the software and an

appropriate portion of development overheads. Software development costs recognized as an asset are amortized

over the software's estimated useful life.

Research and development costs

Research costs are recognized as an expense for the period in which they are incurred.

Identifiable intangible assets arising from the development phase of an internal project are recognized in the

balance sheet when the recognition criteria specified in IAS 38 are fulfilled.

Capitalized development costs are amortized on a straight-line basis over their estimated useful lives.

Development costs that do not qualify for recognition as an asset are recorded as an expense for the period in

which they are incurred.

2.2.7. - Impairment tests

Assets with indefinite useful lives are not amortized but are tested for impairment at each year-end and when there

is an indication that they may be impaired.

Amortizable assets are tested for impairment when there is an indication that their carrying amount may exceed

their recoverable amount and an impairment loss is recognized where necessary. The recoverable amount of an

asset is the higher of its fair value less costs to sell and its value in use.

If it is not possible to separately determine the recoverable amount of an individual asset, the calculation is

performed at the level of the cash-generating unit to which the asset belongs.

The recoverable amount of impaired non-financial assets other than goodwill is reviewed at each period-end, and

all or part of the provision for impairment is reversed where appropriate.


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2.2.8. - Financial assets

Financial assets are classified in four categories:

Financial assets at fair value through profit or loss

This category comprises assets held for trading and other assets designated upon initial recognition as financial

assets at fair value through profit or loss.

A financial instrument is qualified as held for trading when it has been acquired principally for the purpose of

selling it in the near term.

Derivative instruments are included in this category, except when they qualify for hedge accounting.

Financial assets in this category are measured at fair value and the aggregate net gain or loss arising from changes

in fair value is recognized in profit or loss.

They are classified as current assets when they are held for trading or are intended to be sold within twelve

months of the period-end.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted

in an active market and are not being held for sale. They are measured at amortized cost, determined using the

effective interest method, less any provision for impairment. They are classified as current assets, except when

they fall due more than twelve months after the period-end.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and a fixed

maturity that an entity has the positive intention and ability to hold to maturity. They are measured at amortized

cost, determined using the effective interest method.

Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are designated as available for sale

or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair

value through profit or loss. They are classified as non-current assets, except when they are intended to be sold

within twelve months of the period-end.

Financial assets in this category are measured at fair value and the gains and losses arising from changes in fair

value are recognized in equity. When an asset is derecognized or has suffered an other than temporary

impairment, the cumulative gain or loss previously recognized in equity is reclassified into profit or loss.

The amount of the cumulative loss that is removed from equity and recognized in profit as explained above

corresponds to the difference between the acquisition cost (net of any principal repayments and amortization) and

current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.

Financial assets are initially recognized at fair value plus, in the case of a financial asset not at fair value through

profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset.


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Financial assets are derecognized when the contractual rights to the cash flows from the financial asset (or part of

the financial asset) expire, or when the Group waives or transfers its contractual rights and no longer retains

substantially all the risks and rewards of ownership of the asset.

At each period-end, the Group assesses whether there is objective evidence that the recoverable amount of a

financial asset or group of financial assets represents less than their carrying amount. If such evidence exists, the

recoverable amount of the asset or group of assets is measured and an impairment loss is recognized where

appropriate, based on the category of asset concerned.

Fair value measurement

The fair value of derivatives and other financial instruments traded on a stock exchange or other active market is

measured based on quoted prices for identical assets and liabilities at the fiscal year end. These correspond to

Level 1 inputs in the fair value hierarchy defined in IFRS 13.

The fair value of over-the-counter derivatives and other financial instruments that are not traded on an active

market is determined using inputs other than quoted prices included within Level 1 that are observable either

directly (i.e., as prices) or indirectly (i.e., derived from prices). These correspond to Level 2 inputs in the fair

value hierarchy defined in IFRS 7.

The fair value of financial instruments for which observable inputs are not available are measured using

unobservable inputs (i.e., the Group's internal data). These correspond to Level 3 inputs in the fair value hierarchy

defined in IFRS 13.

2.2.9. - Trade receivables

Trade receivables are measured at cost – corresponding to their nominal amount – when they are due within one

year and the impact of discounting would not be material. They are measured at amortized cost, determined by the

effective interest method, when they are due beyond one year and the impact of discounting is material.

An impairment loss is recognized when there is objective evidence that the carrying amount of a receivable may

not be recovered in accordance with the terms of the underlying contract.

2.2.10. - Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and investments in money market securities.

They are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Cash equivalents are measured at fair value through profit or loss.


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2.2.11. - Share capital

Share capital consists exclusively of ordinary shares; the Group has not issued any preference shares.

The cost of equity-settled transactions is recorded as a deduction from equity, net of any related income tax

benefit.

Treasury shares are also recorded as a deduction from equity, until they are canceled, re-issued or sold.

No profit or loss is recorded in the income statement on the purchase, sale, issue or cancellation of Fimalac equity

instruments.

2.2.12. - Debt

Bank borrowings

Borrowings are initially recognized at fair value, corresponding to the cash proceeds received, net of direct issuing

costs. They are subsequently measured at amortized cost, determined using the effective interest method.

The difference between the cash proceeds received, net of direct issuing costs, and the amount payable to

extinguish the debt is recognized in profit over the life of the debt using the effective interest method.

Borrowings are classified as current liabilities except when the Group has an unconditional right to defer

repayment for more than twelve months beyond the period-end, in which case they are classified as non-current

liabilities.

Non-controlling interest (NCI) puts

In accordance with IAS 32, put options granted to non-controlling shareholders of subsidiaries are recognized as

non-current liabilities. An equivalent amount is recorded as a deduction from equity attributable to

non-controlling interests to the extent possible and any excess is deducted from equity attributable to equity

holders of the parent. The liability is remeasured at each period-end at the present value of the option exercise

price.

2.2.13. - Deferred taxes

Deferred taxes are recognized for all temporary differences between the carrying amount of assets and liabilities

and their tax base, using the liability method. This method consists of adjusting deferred taxes recognized in prior

periods based on the enacted tax rates applicable in future periods.

Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that

taxable profit will be available against which the deductible temporary difference can be utilized.

Deferred tax liabilities are recognized for all taxable temporary differences associated with investments in

subsidiaries, associates and joint ventures, except to the extent that the parent, investor or venturer is able to

control the timing of the reversal of the temporary difference and it is probable that the temporary difference will

not reverse in the foreseeable future.

Deferred tax assets and deferred tax liabilities are offset if, and only if, subsidiaries have a legally enforceable

right to set off current tax assets against current tax liabilities, and the deferred tax assets and liabilities relate to

income taxes levied in the same period by the same taxation authority.


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2.2.14. - Employee benefits

Post-employment benefits

The Fimalac Group participates in pension plans for employees in its host countries, in accordance with local laws

and practices. They include various compulsory plans funded by a combination of employee and employer

contributions. The related pension funds are managed by independent organizations and Group companies have

no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all

benefits relating to employee service in the current and prior periods.

Group employees in certain countries are entitled to additional benefits in the form of a pension or a lump sum

paid on retirement. The main countries concerned are the United States, France and the United Kingdom.

Upon retirement, former Group employees receive a pension under local statutory schemes. They may also

receive benefits funded directly by certain French and foreign companies in the Group.

In France, Group employees receive a termination benefit calculated by reference to their years of service with the

company according to a formula specified in the applicable collective bargaining agreement.

The Group's obligation for the payment of pensions and other post-employment benefits is determined based on

employees' projected final salaries and specific economic assumptions for each country. They may be funded by

an external fund, with a provision recorded in the balance sheet for the unfunded obligation.

A defined benefit plan is a post-employment benefit plan under which fixed contributions paid into a separate

entity (a fund) do not relieve the company of its legal or constructive obligation to pay further contributions if the

fund does not hold sufficient assets to pay the benefits due. The Group's net projected benefit obligation under

defined benefit plans corresponds to the present value of expected future payments required to settle the

obligation resulting from employee service in the current and prior periods.

Actuarial gains and losses result from changes in the actuarial assumptions applied to estimate the projected

benefit obligation and related plan assets, differences in actual market conditions compared with original

assumptions, and legislative changes. They are recognized immediately in other comprehensive income.

In line with the amendment to IAS 19 applicable to annual periods beginning on or after January 1, 2013, past

service costs arising from plan amendments are recognized immediately in profit or loss.

Share-based payments

Stock options and free shares are granted to employees in exchange for services rendered.

The services received as consideration for the options and free shares are recognized as an expense over the

vesting period with a corresponding adjustment to equity. The amount recognized for stock options is determined

using the Black & Scholes option pricing model.

Vesting conditions other than market conditions are taken into account in the assumptions used to estimate the

probable number of options that will become exercisable. These estimates are reviewed at each period-end.

"BSPCE" warrants

"BSPCE" (founder share) warrants are granted to the management and employees of Webedia. The warrants

correspond to cash-settled share-based payment plans due to the existence of put and call options on the shares

obtainable upon exercise of the warrants. The liability is therefore recognized in employee benefits expense as the

employee services are rendered.


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2.2.15. - Provisions

A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation and a reliable estimate can be made of the amount of the obligation.

In the normal course of business, Fimalac and its subsidiaries may be involved in disputes and proceedings

relating to labor, tax or regulatory issues (such as competition law). Each potential or incurred risk is carefully

analyzed and provisions are recorded where appropriate, calculated based on the recommendations of the Group's

technical experts and legal counsel.

Restructuring provisions are recorded when the Group has a detailed formal plan for the restructuring and has

notified those affected by the plan.

Environmental provisions

In the past the Group owned manufacturing sites that may be recognized as being contaminated, and it may have a

legal or constructive obligation to carry out clean-up work at these sites.

Analyses and estimates have been prepared by the Group, with the assistance of qualified experts, to determine

the probability, timing and amount of the corresponding outflow of resources embodying economic benefits.

Appropriate provisions have been recorded in the balance sheet.

The provisions are discounted at rates that reflect current market assessments of the time value of money and the

risks specific to the liability. Discounting adjustments to provisions are recorded under "Other financial income

and expenses, net".

2.2.16. - Revenue

Revenue is measured at the fair value of the consideration received, net of taxes and discounts.

Revenue from the sale of services is recognized by reference to the stage of completion of the transaction at the

balance sheet date. Interest income from interest-bearing instruments is recognized using the effective interest

method.

Dividends on equities held as investments are recognized when the shareholder's right to receive payment is

established.

Webedia Group revenue (Digital Division)

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of

any trade discounts or volume rebates.

Revenue from the sale of services is recognized by reference to the stage of completion of the transaction at the

end of the reporting period. The stage of completion is determined by reference to the work performed.

Revenue from the sale of advertising space on behalf of websites not owned by the Webedia group is recognized

for an amount equal to the net commission received by Webedia.


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The Webedia group's revenue is derived from:

Contracts for the sale or exchange of advertising space on websites and mobile apps:

o For sale contracts completed at the period-end:

These contracts concern the display of advertising banners on the Group's French or foreign websites

for a fixed period of time. Their value depends mainly on the number of page views requested by the

advertiser. The revenue recognized in the income statement therefore corresponds to the contract value

negotiated up front, adjusted if appropriate based on the actual number of page views.

o For sale contracts in progress at the period-end, recognized revenue corresponds to the prorated

portion of the initial contract value.

o In accordance with SIC 31, revenue from advertising services provided in barter transactions

(exchanges of website banners and of banners for logos) is recognized only if the exchanged services

are not considered as being similar (i.e., notably, the format and the type of site should be different)

and their fair value can be reliably measured by reference to similar non-barter transactions. Barter

transactions that fulfil these two conditions are recognized in revenue in accordance with the same

principle as for sale contracts. As the Group does not yet have the tools to objectively demonstrate the

dissimilarity between exchanged website banners, no revenue is recognized for barter transactions in

the consolidated financial statements prepared in accordance with IFRS. For barter transactions

involving the display of advertising banners in exchange for print advertising or website content,

revenue from the services provided by Group entities is recognized for the amounts billed.

Contracts for the supply of content about movies, actors, etc. published on Webedia sites in the form of

fact sheets that the Group's partners (web portals in particular) display on their own site under their own

brand.

The Shopping activity. This revenue corresponds to the pay-per-click commission received when an

Internet user decides to join a Pure Shopping advertiser's site. It is recognized when the Internet user is

recorded in the Group's information system as having moved from the Pure Shopping site to the

advertiser's site.

The development of platforms on behalf of advertisers. This revenue is recognized when the platform is

delivered. Subsequent editorial and technical management fees are recognized on a monthly basis.

Other revenues include commissions received from commercial service providers that organize cinema ticket

sales on the Allociné site in France, and DVD sale and rental revenues.

Entertainment Division revenue

Entertainment Division revenues are derived from various activities:

Equipment rental (live entertainment and sports venues), mainly to promoters. Revenue from this activity

is recognized when the live entertainment or sporting event takes place.

Ticket sales, which are also recognized in revenue when the event takes place.

Co-productions, for which the amount recognized in revenue is based on each co-producer's contractual

share of the profit from the co-produced show in cases where co-producers agree to share the associated

risks and rewards.


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2.2.17. - Leases

Leases are classified as finance leases if they transfer substantially all the risks and rewards incidental to

ownership to the lessee. All other leases are classified as operating leases.

Finance leases are recognized in non-current assets and measured at an amount equal to the fair value of the

leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the

lease.

The corresponding debt towards the lessor is recognized in liabilities under "Finance lease liabilities". The finance

charge, corresponding to the difference between the total lease obligation and the fair value of the leased asset, is

allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining

balance of the liability.

Lease payments under operating leases are recognized as an expense on a straight-line basis over the lease term.

2.2.18. - Dividends

Dividends distributed to shareholders are recognized as a liability in the consolidated financial statements when

they are approved.

2.2.19. - Assets and liabilities held for sale and discontinued operations

Assets and liabilities that are available for immediate sale and whose carrying amount will be recovered

principally through a sale transaction are classified as "Assets and liabilities held for sale" when the sale is highly

probable. When several assets are intended to be sold in a single transaction, the assets and related liabilities are

treated as a disposal group.

Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair

value less costs to sell.

A deferred tax asset or liability is recognized on the difference between the carrying amount of the held-for-sale

assets in the consolidated balance sheet and their tax base.

Assets and liabilities held for sale or related to discontinued operations are reported on separate lines of the

balance sheet. Income and expenses related to assets and liabilities held for sale continue to be reported on the

appropriate lines of the consolidated income statement. The profit or loss generated by assets and liabilities

corresponding to discontinued operations is reported on a separate line of the income statement, when the

definition of discontinued operations is met. Once they are classified as held for sale, property, and equipment and

intangible assets cease to be depreciated or amortized and no new impairment losses are recognized.

2.2.20. - Earnings per share

Basic earnings per share are calculated by dividing profit from continuing operations attributable to ordinary

equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the

period, after deducting treasury shares.

To calculate diluted earnings per share, profit attributable to ordinary equity holders of the parent entity and the

weighted average number of ordinary shares outstanding are adjusted for the effects of dilutive instruments such

as stock options and stock warrants.


71

2.2.21. - Other operating income and expenses, net

Other operating income and expenses mainly comprise items such as disposal gains and losses, significant or

unusual impairment losses on property and equipment or intangible assets, unusual restructuring costs,

movements in provisions for claims and litigation, warranty provisions and environmental provisions that

represent very significant amounts, and acquisition-related items.

2.2.22. - Use of estimates

The preparation of financial statements requires the use of estimates and assumptions that may have an impact on

the reported amounts of assets and liabilities at the balance sheet date and of profit for the period. These estimates

take into account economic data that may change over time and include a degree of uncertainty. The main

estimates concern impairment tests of assets, short- and long-term provisions and employee benefit obligations.


72

NOTE 3. CONSOLIDATED COMPANIES

3.1. - CHANGES IN SCOPE OF CONSOLIDATION

Digital Division companies acquired during the year

Subsidiary Business Acquisition date

% interest

acquired Consolidation method

Acquisitions – Digital Division

Gaméo Video games Jan 1, 2021 100.00% Full

IDGE (Webedia GmbH) Video games Apr 27, 2015 88.00% Full

Jeuxinfo.com/Jeuxinfo.net Video games May 21, 2015 100.00% Full

Scimob Video games Dec 18, 2015 65.4% Full

3D Juegos Video games Dec 30, 2015 100.00% Full

Coté Ciné Group Movie information and ticket sales Apr 17, 2015 95.00% Full

Moviepilot GmbH Movie information and ticket sales Oct 8, 2015 24.20% Equity method

WWM Movie information and ticket sales Oct 30, 2015 100.0% Full

Flimmer Movie information and ticket sales Dec 18, 2015 100.0% Full

Easy Voyages Travel comparison website Jun 30, 2015 67.00% Full

Toocamp Campsite comparison website Dec 18, 2015 51.0% Full

Tudogustoso Cookery website Aug 5, 2015 100.0% Full

Paramaker Video production Jul 30, 2015 45.00% Full

Lincom Video production Sep 10, 2015 100.0% Full

Mixicom Video production Sep 10, 2015 100.0% Full

Talent Web Video production Sep 10, 2015 100.0% Full

Edit-place Digital content producer Sep 6, 2015 75.1% Full

Tradematic Computer programming Jul 23, 2015 50.8% Full

Semantiweb Data analytics Nov 26, 2015 91.9% Full

As explained in the "Significant Events" section, during 2015, Webedia strengthened its offering in France and

internationally by acquiring 19 companies.

These companies have been fully consolidated from the date of acquisition, exception for Moviepilot GmbH which

was accounted for by the equity method in 2015.

Provisional goodwill recognized on the acquisitions in 2015 amounted to €254.2 million (see table below for

details). Allocation of the purchase price and valuation of the identifiable assets acquired and liabilities assumed

will be completed in the 12 months following each acquisition.

Acquired entities

Acquisition

price Goodwill Business

3D Juegos 14.4 14.0 Digital Division

Lincom 12.9 12.4 Digital Division

Mixicom 29.3 28.1 Digital Division

Scimob 10.7 10.2 Digital Division

Talent Web 33.2 33.2 Digital Division

Tradematic SAS 18.6 17.4 Digital Division

Tudo Gustoso Internet 13 13.1 Digital Division

Webedia Gaming GmbH Holding 15.4 13.0 Digital Division

WWM US 55.6 54.0 Digital Division

Other acquisitions 61.9 58.8

Total 265 254.2


73

Entertainment Division companies acquired during the year

Subsidiary Business

Acquisition

date

% interest

acquired Consolidation method

Acquisitions – Entertainment Division

Jing/TS3/TS5 Live enterta inment production July 1, 2015 100.00% Ful l

Miala Live enterta inment production June 15, 2015 50.00% Equity method

Dedicace.me Vending machine operator Nov. 3, 2015 60.00% Ful l

Gi lbert Coul l ier Productions* Live enterta inment production Oct. 26, 2015 20.0% Ful l

Théâtre de la Porte Saint Martin Theater operator Oct. 23, 2015 100.00% Ful l

Théâtre Marigny Theater operator Oct 23, 2015 50.00% Equity method

Gilbert Coullier Productions was 40%-owned in 2014 and was accounted for by the equity method. On October 26, 2015, the Group

acquired a further 20% of the shares, raising its interest to 60%. Consequently, Gilbert Coullier Productions has been fully consolidated

from that date.

Provisional goodwill recognized on the acquisitions in 2015 amounted to €48.4 million (see table below for

details). Allocation of the purchase price and valuation of the identifiable assets acquired and liabilities assumed

will be completed in the 12 months following each acquisition.

Acquired entities

Acquisition

price Goodwill

Jing SAS 16.8 21.5 Entertainment Division

Théâtre de la Porte Saint Martin 16.0 11.6 Entertainment Division

Other acquisitions 7.0 15.3

Total 39.8 48.4

Business


74

NOTE 4. FINANCIAL RISKS

Financial risk factors

In the normal course of business, the Group is exposed to certain currency, interest rate, liquidity, credit and

equities risks. The Group uses derivatives to manage its interest rate and currency risks, and generally invests its

cash reserves in low-risk instruments with diversified maturities.

4.1. - CURRENCY RISK

The main currency risks arise from fund transfers and treasury transactions. Some of these risks are hedged.

Currency risks are managed using the following instruments:

Forward purchases and sales of foreign currencies

Purchases and sales of currency options



Total converted into

€USD GBP BRL TRY CHF

Trade and other payables 1.5 0.9 0.9

Amounts due on investments in non-consolidated companies 32.8 - 1.3 105.0 1.5 6.7

Intra-group borrowings

Sub-total Financial l iabilities 34.3 0.0 2.2 105.0 2.4 6.7

Trade and other receivables 0.5 0.2 0.9 0.5

Marketable securities 38.9 42.3 - - - -

Shares 14.0 15.2

Cash 1,332.4 1,450.6 - - - -


Sub-total Financial assets 1,595.7 1,573.7 110.0 0.9 0.5 0.0

Net currency position before hedging 1,561.4 1,573.7 107.8 (104.1) (1.9) (6.7)

Forward currency purchases - - - - - -

Forward currency sales (149.9) (110.0)


Net currency position after hedging, expressed in the

currency concerned 1411.6 1,573.7 (2.2) (104.1) (1.9) (6.7) Exchange rates: €/$ 1.0887 – €/£ 0.73395 – €/BRL 4.3117 – €/TRY 3.1765 – €/CHF 1.0835





75



Total

converted

into €

USD GBP BRL TRY CHF

Trade and other payables 0.8

Bank borrowings - - - - - -

Intra-group borrowings 13.5 1.4 16.5 1.4 7.3

Sub-total Financial l iabilities 13.5 0.0 1.4 16.5 2.2 7.3

Marketable securities - - - - - -

Cash - - - - - -


Sub-total Financial assets 141.4 0.0 110.0 0.6 0.0 0.0

Net currency position before hedging 127.9 0.0 108.6 (15.9) (2.2) (7.3)

Forward currency purchases - - - - - -

Forward currency sales (141.2) (110.0)


Net currency position after hedging, expressed in the currency concerned (13.3) 0.0 (1.4) (15.9) (2.2) (7.3) Exchange rates: €/$ 1.2141 - €/£ 0.7789 – €/BRL 3.2207 - €/TRY 2.832 - €/CHF 1.2024




Impact of changes in exchange rates on 2015 earnings metrics

A 10% increase or decrease in the US dollar exchange rate would lead to:

A 0.25% (€4 million) increase or decrease in attributable profit.

A 10% increase or decrease in the sterling exchange rate would lead to:

A 0.63% (€1.4 million) increase or decrease in revenue.

An 11.7% (€0.8 million) increase or decrease in operating profit.

A 4.2% (€0.7 million) increase or decrease in net finance costs.

A 0.01% (€0.1 million) increase or decrease in attributable profit.

4.2. - INTEREST RATE RISK

Group policy consists of hedging the risk of changes in interest rates where appropriate. Interest rate risks are

managed using the following instruments:

Interest rate swaps

Interest rate collars and caps


76


(in millions of currency units) Total (€m) EUR position GBP position * USD position *

Money market securities issue 172.5 172.5

Bank borrowings and other debt 211.3 64.8 107.5

Total financial liabilities 383.8 237.3 107.5 0.0

Marketable securities excluding shares 41.2 4.4 40.1

Cash 1,440.0 95.3 8.8 1,450.8

Total financial assets 1,481.2 99.7 8.8 1,490.9

Net position before hedging (floating rate) 1,097.4 (137.6) (98.7) 1,490.9


Swaps 114.2 5.2 80.0

Caps

Hedging position (fixed rate) 114.2 5.2 80.0 0.0

Net position after hedging 1,211.6 (132.4) (18.7) 1,490.9 * Foreign currency amounts, converted into euros at the following rates: €/£ 0.73395 – €/$ 1.0887





(in millions of currency units) Total (€m) EUR position GBP position *

Money market securities issue 149.3 149.3

Bank borrowings and other debt 284.5 146.5 107.5

Total financial liabilities 433.8 295.8 107.5

Marketable securities excluding shares 4.8 4.8

Cash 26.2 16.2 7.8

Bonds 15.0 15.0

Total financial assets 46.0 36.0 7.8

Net position before hedging (floating rate) (387.8) (259.8) (99.7)


Swaps 108.2 5.5 80.0

Caps

Hedging position (fixed rate) 108.2 5.5 80.0

Net position after hedging (279.6) (254.3) (19.7) * Foreign currency amounts, converted into euros at the following rate: €/£ 0.7789





77

4.3. - LIQUIDITY RISK

Managing liquidity risk involves selecting liquid instruments traded in an active market and obtaining financing

via confirmed credit facilities. To keep pace with the Group's strong growth momentum, Corporate Treasury

ensures that financing is constantly available in the form of confirmed credit facilities that can be drawn on at any

time.

4.4. - CHARACTERISTICS OF SUBSIDIARIES' DEBT

(in € millions)

Fixed or

floating

rate

Inception

date

Expiry

dateTotal in €m

Due

within 1

year

Due in 1 to 5

years

Due

beyond 5

years

Money market securi ties i ssue 2 Floating 171.9 171.9

Other debt

Authorized bank overdrafts Floating 20.1 20.1

Private financing1 Floating Dec-13 Dec-20 109.0 109.0

Drawdowns of other confi rmed l ines of credit Floating 7.5 7.5

Drawdowns of other confi rmed l ines of credit Fixed3

6.2 1.2 4.2 0.8

3.30% bond issue Fixed Jul -14 Dec-19 20.0 20.0

3.70% bond issue Fixed Jul -14 Jul -21 40.0 40.0

Total outstanding debt 374.7 200.7 24.2 149.8 (1) Partial refinancing of North Colonnade debt (see Note 5.3).

(2) Commercial paper. (3) Expiring at different dates between 2011 and 2021.

At December 31, 2014, Fimalac had borrowed €80 million against a €395 million confirmed line of credit. The

€80 million was repaid in full and the facility was canceled at the end of March 2015, using the proceeds from the

sale of 30% of Fitch Group.

At December 31, 2015, two private placement notes issues were outstanding, a €20 million issue due

December 2019 and a €40 million issue due July 2021. The loan agreements include an acceleration clause based

on the following hard covenant:

Consolidated net debt/Consolidated equity < 0.7



78

4.5. - MATURITIES OF FINANCIAL INSTRUMENTS (UNDISCOUNTED)

December 31, 2015

(in € millions)

Carrying amount at

December 31, 2015Within 1 year In 1 to 5 years Beyond 5 years

DERIVATIVES

Assets

. Derivatives qualifying for hedge accounting - - - -

. Derivatives not qualifying for hedge accounting - - - -

Liabilities

. Derivatives qualifying for hedge accounting 5.5 5.5

. Derivatives not qualifying for hedge accounting 1.4 1.4

OTHER FINANCIAL INSTRUMENTS

Assets

. Non-current financial assets 141.8 100.2 41.6

. Current financial assets 20.7 20.7

. Trade receivables 107.8 107.8

. Cash and cash equivalents 1,481.5 1,481.5

Liabilities

. Long-term debt 425.2 231.6 193.6

. Short-term debt 257.2 257.2

. Other non-current l iabilities 1.5 1.5

. Trade payables 53.7 53.7

Total 1,007.3 1,297.7 (132.9) (157.5)

Cash flows

December 31, 2014

(in € millions)

Carrying amount at

December 31, 2014Within 1 year In 1 to 5 years Beyond 5 years

DERIVATIVES

Assets

. Derivatives qualifying for hedge accounting - - - -

. Derivatives not qualifying for hedge accounting - - - -

Liabilities

. Derivatives qualifying for hedge accounting 6.4 6.4

. Derivatives not qualifying for hedge accounting 1.6 1.6

OTHER FINANCIAL INSTRUMENTS

Assets

. Non-current financial assets 131.7 0.1 64.7 66.9

. Current financial assets 20.4 20.4

. Other non-current assets 0.0

. Trade receivables 58.0 58.0

. Cash and cash equivalents 31.0 31.0

Liabilities

. Long-term debt 288.9 150.5 138.4

. Short-term debt 300.6 300.6

. Other non-current l iabilities - - - -

. Trade payables 28.0 28.0

Total (384.4) (220.7) (85.8) (77.9)

Cash flows


79

4.6. - CREDIT RISK

Policies are implemented to ensure that services are provided solely to customers with a good credit record.

Derivative and other cash management transactions are entered into with recognized counterparties.

The Group's exposure to credit risk with any single financial institution is capped using risk management tools.

4.7. - EQUITIES RISK

Part of the Group's available cash is invested in assets that are exposed to the risk of changes in stock market

prices, mainly European markets. These assets break down as follows:

(in € millions) CostUnrealised gain

(loss)

Market value at

December 31, 2015

Market value at

December 31, 2014

Listed shares (CAC 40) 5.0 (0.5) 4.5 4.1

Listed shares (Euronext) 41.4 10.0 51.4 80.0

Listed shares (US) 16.6 (2.7) 13.9

Total 63.0 6.8 69.8 84.1

4.7.1. - Accounting treatment of derivative financial instruments and hedging

transactions

Derivative instruments are classified as financial assets and liabilities at fair value through profit or loss, except

when they qualify for hedge accounting.

Instruments classified as financial assets and liabilities at fair value through profit or loss are measured at fair

value and the aggregate net gain or loss arising from changes in fair value is recognized in profit or loss.

Financial instruments qualify for hedge accounting when the hedging relationship, the risk management objective

and the strategy for undertaking the hedge are formally designated and documented.

The hedge's effectiveness in achieving offsetting changes in fair value or cash flows attributable to the hedged risk

is assessed throughout the financial reporting periods for which the hedge is designated. A hedge is considered to

be highly effective when offsetting changes in fair value or cash flows are in the range of 80% to 125%.

There are three types of hedging relationship:

Fair value hedge: a hedge of the exposure to changes in fair value of a recognized asset or liability or an

unrecognized firm commitment that is attributable to a particular risk. Changes in the fair value of the

hedging instrument and the hedged item are recognized in profit or loss. No derivative instruments used by

the Group are designated as fair value hedges.

Cash flow hedge: a hedge of the exposure to variability in cash flows that is attributable to a particular risk

associated with a recognized asset or liability (such as all or some future interest payments on floating rate

debt) or a highly probable forecast transaction. The portion of the gain or loss on the hedging instrument that

is determined to be an effective hedge is recognized directly in equity and the ineffective portion is

recognized in profit or loss.

The amount recognized directly in equity is reclassified into profit in the same period or periods during which

the hedged item affects profit (for example, when the highly probable planned transaction takes place).


80

However, when the planned transaction leads to the recognition of a non-financial asset (such as inventory) or

non-financial liability, the cumulative gains and losses recognized directly in equity are included in the

carrying amount of the asset or liability.

Hedge of a net investment in a foreign operation: the accounting treatment is the same as for a cash flow

hedge. The effective portion of the gain or loss on the hedging instrument recognized directly in equity is

reclassified into profit on disposal of the foreign operation.

Currency options may be used by the Group to hedge its net investment in Fitch Group in the United States.

Further details of the derivatives recognized in the consolidated financial statements are provided in Note 5.11.

4.8. - FAIR VALUE ESTIMATES

Fair values are determined based on available information, including prices quoted on an active market and prices

of recent similar transactions, as well as through the use of a valuation technique to establish what the transaction

price would have been on the measurement date.


81

NOTE 5. NOTES TO THE BALANCE SHEET AND INCOME

STATEMENT AND OTHER INFORMATION

(in € millions)

5.1. - GOODWILL ON FULLY CONSOLIDATED COMPANIES

Goodwill at December 31, 2015 may be analyzed as follows:

(in € millions)

Entertainment

DivisionDigital Division TOTAL

Cost at December 31, 2013 8.5 141.4 149.9

Changes in scope of consol idation 0.0

Additions 12.8 116.7 129.5

Disposals 0.0

Trans lation adjustments 0.0

Reclass i fications (0.9) (0.9)

Cost at December 31, 2014 21.3 257.2 278.5

Accumulated impairment losses at December 31, 2013 0.0 0.0 0.0


Impairment losses for the period 0.0

Impairment wri tten off on disposals 0.0



Net goodwill at December 31, 2014 21.3 257.2 278.5

Cost at December 31, 2014 21.3 257.2 278.5

Changes in scope of consol idation 5.3 5.3

Additions1

41.0 248.1 289.1

Disposals 0.0

Trans lation adjustments (7.2) (7.2)

Reclass i fications 0.0

Cost at December 31, 2015 67.6 498.1 565.7



Impairment losses for the period 42.0 42.0

Impairment wri tten off on disposals 0.0



Net goodwill at December 31, 2015 25.6 498.1 523.7

Cash generating units/subsidiaries

(1) See Note 3 for details.

Goodwill is not amortized but is tested annually for impairment, in accordance with IAS 36.

The tests are performed at the level of the cash-generating unit (CGU) to which the goodwill is allocated.

Main methods used to determine value in use

The recoverable amount of each CGU is considered as being equal to its value in use, as estimated using both or

either of the following two valuation methods:

The stock market multiples method and/or the transaction multiples method, which are the most commonly

used and most appropriate approaches for companies operating in the entertainment and digital sectors, due


82

to the nature of their businesses and the difficulty of establishing medium- to long-term business plan

projections.

The results obtained by the multiples method may be corroborated using the discounted cash flows (DCF)

method based on projected cash flows in the three-year business plan prepared in the fourth quarter of the

reporting year and a terminal value calculated using a long-term growth rate. The discount rate used for the

calculation corresponds to the Group's weighted average cost of capital, in which the specific risk is

measured by the capital asset pricing model as the risk-free rate (French government bond rate) plus the beta.

The weighted average cost of capital represents the time value of money and the specific risk not already

built into the cash flow projections, taking into account a typical market player's balance sheet structure and

cost of capital.

These methods are particularly sensitive to assumptions concerning EBITDA, the discount rate and the long-term

growth rate.

EBITDA (earnings before interest, tax, depreciation and amortization)

EBITDA used in the calculation is based on historical and projected future performance.

EBITDA multiple

The multiples used are also analyzed in relation to those of comparable companies.

Discount rate

The discount rate used for the valuation of CGUs by the DCF method takes into account the nature of the Group's

businesses, most of which are based in France. The discount rate used for impairment testing purposes in 2015

was between 10.5% and 11%.

Long-term growth rate

For the valuation of CGUs by the DCF method, the long-term growth rate is used to extrapolate projected cash

flows beyond the three-year business plan period. It is intended to reflect the long-term inflation rate. For the

valuation of the Digital CGU, a long-term growth rate of 3% was considered as representative of the Division's

expected performance in this fast-growing market.

Impairment of goodwill recognized on acquisition of subsidiaries and associates

The impairment tests performed in 2015 led to the recognition of €57.7 million in impairment losses on goodwill

allocated to the Entertainment CGU (including €42 million concerning subsidiaries and €15.7 million concerning

associates). These were mainly due to deteriorating performance and a steep fall in ticket sales at live

entertainment venues following the terrorist attack at the Bataclan theater in Paris on November 13, 2015.

No impairment losses were recognized on goodwill allocated to the Digital CGU (corresponding to the Webedia

group).

In light of the large number of companies acquired by the Digital and Entertainment Divisions in the past two

years and their gradual integration in the Group, the definition of both the Digital CGU and the Entertainment

CGU will be adjusted in 2016.


83

Sensitivity analysis

Digital CGU

Impairment sensitivity tests showed that a 0.5% decrease in EBITA, a 0.5-point decrease in the EBITDA multiple

or a 0.5-point increase in the discount rate would not have led to the recognition of any impairment loss on Digital

CGU goodwill.

Entertainment CGU

Impairment sensitivity tests showed that a 0.5% decrease in EBITA and a 0.5-point decrease in the EBITDA

multiple would have led to the recognition of additional impairment losses on Entertainment CGU goodwill of

€2.5 million and €3.8 million respectively.

5.2. - INTANGIBLE ASSETS

Intangible assets may be analyzed as follows: (in € millions) Net at December 31, 2015 Net at December 31, 2014

Development costs 6.6 3.3

Patents , l i censes and other rights 6.9 7.0

Trademarks 21.6 22.6

Contractual customer relationships 9.0 7.0

Other intangible assets 4.3 0.1

Payments on account 1.9

Total 50.3 40.0

Intangible assets – Cost

(in € millions)

Development

costs

Patents,

licenses and

other rights

Trademarks

Contractual

customer

relationships

Other

intangible

assets

Payments on

accountTotal

Cost at December 31, 2013 0.0 12.5 15.4 8.2 0.0 0.1 36.2

Changes in scope of

consol idation 1.0 0.6 9.7 11.3

Additions 2.8 0.9 0.1 0.1 3.9

Disposals 0.0

Trans lation adjustments (0.1) (0.2) (0.3)

Reclass i fications 1.4 (1.2) (0.3) 0.2 0.1 (0.1) 0.1

Cost at December 31, 2014 5.1 12.8 24.6 8.5 0.2 0.0 51.2

Changes in scope of

consol idation 7.7 2.2 1.4 24.4 9.6 0.9 46.2

Additions 3.8 1.7 0.1 4.6 1.4 11.6

Disposals (0.3) (0.1) (0.3) (0.7)

Trans lation adjustments (0.2) (0.2) (0.1) (0.5)

Reclass i fications (0.1) (0.5) 0.1 0.2 (0.3)

Cost at December 31, 2015 16.0 16.1 26.0 32.9 14.5 2.0 107.5


84

Intangible assets – Amortization and impairment

(in € millions)

Development

costs

Patents,

licenses and

other rights

Trademarks

Contractual

customer

relationships

Other

intangible

assets

Total

Accumulated amortization and impairment at

December 31, 2013 5.1 0.6 1.4 7.1

Changes in scope of consol idation 0.4 0.4 0.8

Amortization for the period 0.3 1.5 1.4 0.1 0.1 3.4

Amortization wri tten off on disposals 0.0

Trans lation adjustments (0.1) (0.1)

Reclass i fications 1.2 (1.2) 0.0


December 31, 2014 1.8 5.8 2.0 1.5 0.1 11.2

Changes in scope of consol idation 6.1 1.4 1.0 19.3 8.8 36.6

Amortization for the period 1.8 2.1 1.4 3.1 1.2 9.6

Amortization wri tten off on disposals (0.2) (0.2)

Trans lation adjustments (0.3) (0.1) (0.4)

Reclass i fications 0.2 0.2 0.4


December 31, 2015 9.4 9.3 4.4 23.9 10.2 57.2

Amortization for the period is recorded in the income statement under "Depreciation and amortization expense".

Impairment losses, where applicable, are recorded under "Other operating income and expenses, net".

Research and development costs amount to €3.1 million and were recorded directly in expenses. All of these costs

concerned the Digital Division (Webedia).

5.3. - PROPERTY AND EQUIPMENT

Property and equipment may be analyzed as follows:

(in € millions)

Net at December 31, 2015 Net at December 31, 2014

Land 167.6 158.2

Leased land 4.3 4.3

Bui ldings 129.1 131.3

Leased bui ldings 5.7 5.9

Machinery and equipment 2.4 1.7

Leased machinery and equipment 3.1 3.4

Other assets owned outright 17.4 8.2

Other leased assets 0.1

Assets under construction 1.8 0.4

Payments on account

Total 331.4 313.5


85

Property and equipment – Cost

(in € millions)

Land Buildings

Machinery

and

equipment

OtherAssets under

construction

Payments on

account TOTAL

Cost at December 31, 2013 235.0 134.9 11.2 25.4 5.1 7.4 419.0

Changes in scope of consolidation 1.8 2.4 4.2

Additions 0.6 3.2 1.3 5.1

Disposals (2.1) (0.1) (0.3) (2.5)

Reclass i fications (4.3) 7.9 (7.8) 2.7 (6.0) (7.7) (15.2)

Trans lation adjustments 15.8 8.4 0.6 0.3 25.1

Cost at December 31, 2014 246.5 149.1 5.7 34.0 0.4 0.0 435.7

Changes in scope of consolidation 5.0 3.1 5.1 13.2

Additions 0.9 6.7 1.4 9.0

Disposals (0.4) (2.3) (2.7)

Reclass i fications 0.6 0.6

Trans lation adjustments 14.8 8.1 (0.1) 1.6 24.4

Cost at December 31, 2015 261.3 162.2 9.2 45.7 1.8 0.0 480.2

Finance leases – Cost

(in € millions)

Land Buildings

Machinery

and

equipment

Other TOTAL

Cost at December 31, 2013 0.0 0.0 0.0 0.0 0.0


Additions 0.0

Disposals 0.0

Reclass i fications 4.3 6.6 4.2 15.1


Cost at December 31, 2014 4.3 6.6 4.3 0.2 15.4

Changes in scope of consolidation 0.0

Additions 0.0

Disposals 0.0



Cost at December 31, 2015 4.3 6.6 4.3 0.0 15.2

Finance leases concern the building at 101 rue de Lille, Paris, which was the subject of a sale and leaseback

transaction in January 2014.


86

Property and equipment – Depreciation and impairment

(in € millions)

Land BuildingsMachinery and

equipmentOther TOTAL

Accumulated depreciation and impairment at December 31, 2013 82.6 17.7 6.3 14.9 121.5

Changes in scope of consol idation 1.3 1.5 2.8

Depreciation for the period 4.3 0.5 3.1 7.9

Impairment losses 0.0

Depreciation wri tten off on disposals (2.1) (0.2) (2.3)

Reclass i fications (2.9) (4.1) 5.9 (1.1)

Trans lation adjustments 5.7 0.8 0.6 7.1


Changes in scope of consol idation 3.5 2.2 3.7 9.4

Depreciation for the period 3.8 1.1 6.3 11.2

Impairment losses 1.1 1.1

Depreciation wri tten off on disposals (0.9) (0.4) (2.1) (3.4)

Reclass i fications 8.3 (0.1) (8.1) 0.1

Trans lation adjustments 5.4 0.6 1.6 7.6


Finance leases – Depreciation and impairment

(in € millions)

Land Buildings

Machinery

and

equipment

Other TOTAL

Accumulated depreciation and impairment

at December 31, 2013 0.0 0.0 0.0 0.0 0.0


Depreciation for the year 0.2 0.2 0.4


Reclass i fications 0.5 0.6 1.1

Trans lation adjustments 0.0Accumulated depreciation and impairment

at December 31, 2014 0.0 0.7 0.9 0.1 1.7


Depreciation for the year 0.2 0.3 0.5



Trans lation adjustments 0.0Accumulated depreciation and impairment

at December 31, 2015 0.0 0.9 1.2 0.0 2.1

Canary Wharf building

This building is measured using the historical cost model. At December 31, 2015, its carrying amount (net of

accumulated depreciation and impairment) was €284.2 million, of which €161.8 million for the land and

€122.4 million for the building, fixtures and fittings. These amounts break down as follows:


87

Carrying amount of the Canary Wharf building

(in £ millions)

Acquisition costCapitalized

borrowing costsCost

Accumulated

depreciation and

impairment

Carrying amount at

December 31, 2015

Land 173.2 14.4 187.6 68.8 118.8

Building 100.1 7.4 107.5 17.7 89.8

Total in £ 273.3 21.8 295.1 86.5 208.6

Total in € 284.2

The building's estimated value in use was updated at December 31, 2015 taking into account i) Fimalac's ability

and intention to hold the asset over a long period; ii) the quality of the building and its prime location; and

iii) quantitative factors reflecting the terms of the leases.

In connection with the replacement of part of the financing for the property by a loan from an insurance company,

an independent valuation was obtained in December 2013 at the insurance company's request. The valuation was

updated in December 2015 in accordance with the terms of the loan.

The valuation-date fair value, including a discount for the rent-free period granted under the latest lease, is in the

range of £242.4 million to £251.5 million (€330.3 million to €342.7 million). The future fair value, after the rent-

free period has elapsed and assuming the leases are rolled over with the current tenants, is estimated at

£257.0 million to £265.7 million (€350.0 million to €362.0 million). This range of values is greater than the

building's carrying amount of £208.6 million at December 31, 2015.

Depreciation for the period is recorded in the income statement under "Depreciation and amortization expense".

Impairment losses, where applicable, are recorded under "Other operating income and expenses, net".

In light of the Group's intention to hold the property over a long period, the uncertainty about the building's fair

value pending the results of the upcoming EU membership referendum in the United Kingdom and the general

risks associated with the London property market, the impairment losses recorded in 2008, 2009 and 2012 for a

total of £68.8 million (€93.7 million) have not been reversed.


88

5.4. - INVESTMENTS IN ASSOCIATES

Investments in associates break down as follows:

(in € millions) % interestEquity in net

assetso/w goodwill

o/w share of

profit/(loss) for

the period

Fitch Group 20.0% 147.5 195.1 40.1

Groupe Lucien Barrière1 40.0% 221.0 215.1 16.6

Digital Division

Moovie Pilot 19.0% 10.9 8.9

Talent Group (Webedia subsidiaries) 27.0% 1.0 0.1

Académie du Goût 44.0% (0.8) (0.8)

Subtotal Digital Division 11.1 8.9 (0.7)

Entertainment Division*

Kyro 50.0% 7.7 0.6 0.4

Encore Productions 40.0% 1.8 0.8 0.7

Auguri Productions 40.0% 1.4 0.5 0.0

Kwet, Pomme Productions 40.0% 0.7 0.5 0.2

Miala Productions 50.0% 0.6 0.5 0.1

Robin des bois Production 34.0% 0.1 0.1

Théâtre Marigny 50.0% (0.1) 0.0

Deb Jam, Le Comedy Club 50.0% (0.2) (1.0)

Other 0.1

Subtotal Entertainment Division 12.0 2.9 0.6

391.6 422.0 56.6 * An impairment loss of €15.6 million was recorded in 2015 on goodwill allocated to the Entertainment CGU (see Note 5.1). (1) Measurement of Groupe Barrière goodwill


89

The 40% stake in Groupe Barrière was acquired in March 2011 for €186 million. This amount reflected the

typical EBITDA multiple applied to companies operating in this sector at the time, less net debt at the fiscal 2010

year-end.

The investment was valued at December 31, 2015 by applying the acquisition-date multiple to fiscal 2015

EBITDA and deducting net debt, which has been reduced since the acquisition date. The calculation confirmed

the absence of any impairment.

The value obtained by the multiples method was corroborated by applying the DCF method, using cash flow

projections aligned with earnings projections. Based on three-year earnings and cash flow projections, the fair

value of the stake in Groupe Barrière was above its book value. Sensitivity tests were also conducted, using

relatively high discount rates of up to 10%-12% and a terminal value calculated by discounting future cash flows

to perpetuity at a 1% growth rate. These tests provided further confirmation that the Groupe Barrière goodwill

was not impaired.

The following table shows key figures for the main associates, none of which are listed.

(in € millions)

Assets at

December 31, 2015

Liabilities at

December 31, 2015

Total revenue

for the period

Profit for the

period

Fitch Group 1,829.7 1,084.9 1,051.5 204.7

Groupe Barrière1 1,520.4 682.0 1,073.3 14.9

Kyro 18.1 4.0 5.1 0.9 (1) Corresponding to the consolidated financial statements of Groupe Barrière for the twelve months ended October 31, 2015.

The change in the carrying amount of investments in associates breaks down as follows:

At December 31, 2014 371.1


Dividends paid (60.8)

Translation adjustments and other 16.9

Impairment losses (15.6)

Share of profit for the period 56.6

At December 31, 2015 391.6


90

5.5. - ADDITIONAL INFORMATION CONCERNING FITCH GROUP

5.5.1. - Condensed financial statements of Fitch Group

(in € millions)December 31, 2015 December 31, 2014

BALANCE SHEET – ASSETS

Non-current assets 1,201.2 1,205.9

o/w goodwill 959.6 867.6

Current assets 628.5 438.7

o/w cash and cash equivalents 413.4 257.4

TOTAL ASSETS 1,829.7 1,644.6

BALANCE SHEET – EQUITY AND LIABILITIES

Equity 744.8 649.6

Non-current liabilities 616.1 540.0

o/w long-term debt 362.8 263.6

Current liabilities 468.8 455.0

o/w short-term debt 5.1 9.4

TOTAL EQUITY AND LIABILITIES 1,829.7 1,644.6


INCOME STATEMENT

Revenue 1,051.5 840.9

Operating profit 382.8 289.6

Finance costs and other financial income and expenses, net (8.5) (7.2)

Profit attributable to equity holders of the parent 200.6 166.4

5.5.2. - Fitch Group goodwill

(in € millions)

Financial Services Sector

Fitch Group

Net at December 31, 2014 (in Fitch Group's consolidated financial statements) 867.9

Translation adjustments 91.7

Net at December 31, 2015 959.6

Measurement of Fitch Group goodwill

At each year-end, Fimalac tests Fitch Group goodwill for impairment by comparing the carrying amount of the

Fitch Group CGU with the recoverable amount, defined as being the higher of value in use and fair value less

costs to sell.

The high price agreed for the March 12, 2015 sale of 30% of Fitch Group (see Note 1.1 – Significant Events)

confirmed that the recoverable amount of Fitch Group goodwill at December 31, 2015 was significantly greater

than its carrying amount.


91

5.5.3. - Fitch Group segment information

Number of employees by geographical segment

December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014

North America 991 924 1,022 940

Latin America 251 244 257 242

Europe, Middle East, Africa 1,153 1,122 1,159 1,123

Asia 782 707 817 736

Total employees 3,177 2,997 3,255 3,041

Average number of employees Number of employees at year-end

Revenue by business segment

(in € millions)

2015 2015

Fitch Ratings 756.4 615.7

Fitch Solutions 174.9 129.7

Fitch Learning 45.5 38.4

BMI 40.9 28.9

Other 33.8 28.2

Total 1,051.5 840.9

Revenue by geographical segment based on customer location

(in € millions)

2015 2014

North America 459.7 323.9

Latin America 58.6 63.1

Europe, Middle East & Africa (EMEA) 396.1 341.6

Asia 137.1 112.3

Total 1,051.5 840.9


92

5.6. - FINANCIAL ASSETS

Movements in non-current financial assets are as follows:

(in € millions)

Loans &

advances –

Deposits &

guarantees

Available-for-

sale financial

assets1

Financial assets

at fair value

through profit

or loss1

Other –

derivative

instruments

TOTAL

CURRENT FINANCIAL ASSETS 0.0

Cost at December 31, 2014 0.1 0.0 19.6 0.0 19.7

Additions 0.0

Disposals (0.1) (0.1)


Cost at December 31, 2015 0.0 0.0 19.6 0.0 19.6

Fair va lue adjustments at December 31, 2014 0.0 0.0 0.7 0.0 0.7

Fa i r va lue adjustments recognized in profi t 0.4 0.4

Fa i r va lue adjustments recognized in equity 0.0

Fair value adjustments at December 31, 2015 0.0 0.0 1.1 0.0 1.1

CARRYING AMOUNT AT JANUARY 1, 2015 0.1 0.0 20.3 0.0 20.4

CARRYING AMOUNT AT DECEMBER 31, 2015 0.0 0.0 20.7 0.0 20.7

(1) Available-for-sale financial assets

Available-for-sale financial assets break down as follows:

(in € millions) Carrying amount % interest

Mercia lys** 51.4 3.00%

Société Fermière du Cas ino Municipal de Cannes* 35.0 10.00%

Private equity funds 1 20.1

Shares l i s ted in the US 13.9

Private placement notes 10.0

Other 3.8

Total available-for-sale financial assets 134.2

** Measured at fa i r va lue based on Level 1 inputs

* Measured at fa i r va lue based on Level 3 inputs (1) €6.0 million in commitments to private equity funds for which the timing of capital calls is not known. Of the total, €5.2 million had effectively been paid into the funds as of December 31, 2015 and the remaining €0.8 million was recorded in debt (see Note 5.10.3).


93

Movements in current financial assets are as follows:

(in € millions)

Loans &

advances –

Deposits &

guarantees

Available-for-

sale financial

assets1

Financial assets

at fair value

through profit

or loss1

Other –

derivative

instruments

TOTAL

CURRENT FINANCIAL ASSETS 0.0

Cost at December 31, 2014 0.1 0.0 19.6 0.0 19.7

Additions 0.0

Disposals (0.1) (0.1)


Cost at December 31, 2015 0.0 0.0 19.6 0.0 19.6

Fair va lue adjustments at December 31, 2014 0.0 0.0 0.7 0.0 0.7

Fa i r va lue adjustments recognized in profi t 0.4 0.4

Fa i r va lue adjustments recognized in equity 0.0

Fair value adjustments at December 31, 2015 0.0 0.0 1.1 0.0 1.1

CARRYING AMOUNT AT JANUARY 1, 2015 0.1 0.0 20.3 0.0 20.4

CARRYING AMOUNT AT DECEMBER 31, 2015 0.0 0.0 20.7 0.0 20.7

(2) Financial assets at fair value through profit or loss

The Group's policy is to obtain maximum returns from these investments, while ensuring that the bulk of the

portfolio offers a certain degree of liquidity. At December 31, 2015, financial assets at fair value through profit or

loss amounted to €20.7 million and consisted mainly of CAC 40 stocks and SICAV and FCP mutual funds.

5.7. - TRADE RECEIVABLES

Trade receivables break down as follows:

(in € millions)

Net trade receivables at December 31, 2014 58.0


Movements for the period 20.1

Impairment losses for the period (0.6)

Other 0.1

Net at December 31, 2015 107.8Due within 1 year 107.8

Other receivables break down as follows:

(in € millions)

Prepaid taxes and

employee

benefits expense

Sundry

receivablesPrepaid expenses Total

Net receivables at December 31, 2014 17.0 28.4 8.1 53.5

Changes in scope of consol idation 7.2 24.0 3.4 34.6

Movements for the period 8.6 (29.6) (3.5) (24.5)

Impairment losses for the period (0.5) (0.5)

Trans lation adjustments 0.2 0.2

Other 0.1 (0.5) (0.4)

Total 32.9 22.5 7.5 62.9

Due within 1 year 32.9 22.5 7.5 62.9


94

5.8. - CASH AND CASH EQUIVALENTS

Cash and cash equivalents break down as follows:

(in € millions)

Cash and accrued

interest

Cash

equivalents Total

At December 31, 2014 26.2 4.8 31.0

Cash and cash equivalents of companies acquired during the

period 21.3 3.2 24.5

Movements for the period 1,391.6 33.9 1,425.5

Trans lation adjustments 0.8 (0.3) 0.5

At December 31, 2015 1,439.9 41.6 1,481.5

In the statement of cash flows, net cash and cash equivalents at the beginning and end of the period break down as

follows:

(in € millions)

Cash and cash

equivalentsBank overdrafts

Revolving bank

loans and

commercial

paper facilities

Net cash and

cash

equivalents

At December 31, 2014 31.0 (53.6) (149.3) (171.9)

Changes in scope of consolidation 24.5 (0.7) (2.0) 21.8

Movements for the period 1,425.5 34.9 (21.3) 1,439.1

Translation adjustments 0.5 0.5

At December 31, 2015 1,481.5 (19.4) (172.6) 1,289.5

5.9. - DEFERRED TAXES

Movements in deferred taxes break down as follows:

(in € millions)

Dec.31, 2014

Assets

reclassified as

"Assets held for

sale"

Movements

recognized in

equity

Movements

recognized in

profit

Translation

adjustments and

other

Dec. 31, 2015

Differences aris ing from remeasurement

of non-current assets (16.6) 0.2 1.5 -0.2 (15.1)

Reserves 0.6 5.3 5.9

Provis ions and pens ion and other

employee benefi t obl igations 3.2 (0.2) 3.0

Tax loss carryforwards 42.8 (25.7) (0.4) 0.1 16.8

Other (2.2) 0.6 0.1 (0.4) (1.9)

TOTAL 27.8 (20.4) 0.8 1.0 (0.5) 8.7

Deferred tax assets are recognized for tax loss carryforwards when it is probable that sufficient taxable profit will

be available to permit their recovery.

Unrecognized deferred tax assets at December 31, 2015 amounted to €68.5 million and corresponded mainly to

the net tax loss carryforwards of Fimalac Développement. They also included €16.8 million in deferred tax assets

of the French tax group that were recognized in 2015 following an assessment of the probability of the group's tax

loss carryforwards at December 31, 2014 being utilized.


95

5.10. - LONG- AND SHORT-TERM DEBT

Long- and short-term debt breaks down as follows:

(in € millions) December 31, 2015 December 31, 2014

Long-term debt

Bank borrowings 185.5 177.1

Other long-term debt 245.3 118.2

Total long-term debt 430.8 295.3

Short-term debt


Other short-term debt 55.2 10.5

Total short-term debt 258.4 302.2

5.10.1. - Bank borrowings


LONG-TERM

Bank borrowings* 174.1 164.8

Revolving commercial paper facilities - -

Finance lease liabilities 11.4 12.3

Bank overdrafts - -

Accrued interest - -

Total long-term bank borrowings 185.5 177.1

SHORT-TERM


Revolving commercial paper facilities 172.6 149.3

Finance lease liabilities 0.9 0.9

Bank overdrafts 19.4 53.5

Accrued interest 1.9 1.8

Total short-term bank borrowings 203.2 291.7

* Including €112.5 million in private finance obtained by North Colonnade and the private placement notes issue carried out by Fimalac on July 23, 2014 for €60 million.


96

5.10.2. - Changes in bank borrowings

(in € millions)Dec. 31, 2014

Changes in scope of

consolidation

Movements for

the periodReclassifications

Translation

adjustmentDec. 31, 2015

Bank borrowings * 164.8 3.7 (0.6) (0.1) 6.3 174.1

Finance lease l iabi l i ties 12.3 (0.9) 11.4

Total long-term 177.1 3.7 (0.6) (1.0) 6.3 185.5

Bank borrowings and accrued interest 88.0 1.3 (81.7) 2.6 0.1 10.3

Commercia l paper 149.3 2.0 21.3 172.6

Bank overdrafts 53.5 0.7 (34.9) 0.1 19.4

Finance lease l iabi l i ties 0.9 (0.9) 0.9 - 0.9

Total short-term 291.7 4.0 (96.2) 3.6 0.1 203.2

* The €80 million syndicated facility was repaid in full and canceled at the end of March 2015, using the proceeds from the sale of 30% of Fitch Group.

5.10.3. - Other long- and short-term debt


LONG-TERM

Derivative instruments (see Note 5.11) 5.5 6.4

Other 239.8 111.8

Total other long-term debt 245.3 118.2

SHORT-TERM

Derivative instruments 1.3 1.6

Other 53.9 8.9

Total other short-term debt 55.2 10.5

Other long- and short-term debt

(in € millions) December 31, 2015 December 31, 2014

Long-term

North Colonnade loan (from Hearst) 36.9 35.3

Deposits received 0.2 0.2

Contingent consideration (acquisitions) 56.9 5.0

NCI puts* 145.8 71.3


Total other long-term debt 245.3 118.2

Short-term

Bridge loan 32.8

Private equity funds: uncalled capital commitments 0.8 1.0

Contingent consideration (acquisitions) 14.7 7.9

NCI puts* 5.6


Total other short-term debt 55.2 10.5

* Reciprocal put and call options have been granted on Webedia shares by Fimalac and Webedia's non-controlling shareholders and on the shares of several Digital Division and Entertainment Division companies by Fimalac and these companies' non-controlling shareholders. A liability has been recognized for the puts ("NCI puts") in an amount equal to the present value of the estimated exercise prices.

The difference between the fair value of long- and short-term debt at December 31, 2015 and the carrying amount

was not material.


97

5.11. - DERIVATIVE INSTRUMENTS

(in € millions)

Total

Due

within 1

year

Due in 1 to

5 years

Due

beyond 5

years

Fair value at

December

31, 2014

Through

profit

Through

equity

Translation

adjustments and

other

Fair value at

December 31,

2015

Fair value hedges

. Loans in pounds sterling £110.0 £110.0 1.6 (0.9) 0.7

Cash flow hedges

Derivatives qualifying for hedge accounting

. Interest rate swaps (hedges of pound

sterling-denominated debt)£80.0 £80.0

5.4 (1.1) 0.4 4.7

. Interest rate swaps (hedges of euro-

denominated debt) 5.3 € 0.4 € 1.7 € 3.2 € 1.0 (0.2) 0.8

Options 0.7 0.7

Total, net 8.0 (0.2) (1.3) 0.4 6.9

NOTIONAL AMOUNT Fair value adjustments

The fair value of derivatives is determined based on Level 2 inputs as defined in IFRS 13.

5.12. - PENSION AND OTHER EMPLOYEE BENEFIT OBLIGATIONS

Overview of pension and other employee benefit obligations:


Defined benefi t pens ion plans 3.7 3.4

"BSPCE" warrant plans 2.1 2.1

Total 5.8 5.5

5.12.1. - Pension plans

Pension and other long-term employee benefit obligations break down as follows:

(in € millions)

Defined benefit

pension plans

At December 31, 2014 3.4


Actuaria l ga ins and losses 0.1

Movement for the period 0.1

At December 31, 2015 3.7


98

Commitments to former senior executives (mainly concerning holding companies)

The liability recognized in the balance sheet for the unfunded pension plan covering former Group executives

amounted to €1.8 million at December 31, 2015. The liability is adjusted each year based on the estimated

benefit payment period and a 0.5% annual increase in benefits.

Length-of-service awards payable to employees on retirement

This mainly concerns the French companies in the Group. The awards are paid in a lump sum when the employee

retires. They are funded by the Group. At December 31, 2015, the Group's liability for length-of-service awards

amounted to €1.9 million.

The main assumptions applied are as follows:

o Discount rate: 1.49% to 2.30%

o Annual rate of salary increases: 1% to 3%

5.12.2. - Stock options

Overview of stock option plans 2011 Plan

Type of options Purchase options

Grant date 2/4/2011

Start of exercise period 2/4/2011

End of exercise period 2/4/2016

Exercise price* €31.95

Number of options granted 200,250

Vesting condition: continued presence within the Group

Except in the case of reti rement, disabi l i ty or death Yes

Except in the case of redundancy or unfa ir dismissa l No

Number of options outstanding at December 31, 2014 160,225

Options granted during the period

Options exercised during the period (139,865)

Options canceled during the period (500)


Number of options exercisable at December 31, 2015 19,860

Fair va lue per option at the grant date €6.28 * The exercise price is equal to the average of the opening prices for Fimalac shares over the twenty trading days preceding the grant date, without any

discount.

IFRS 2 is applied to all plans set up after November 7, 2002. The Group has no contractual or constructive

obligation to buy back the shares acquired by grantees on exercise of stock options or to settle the options in cash.

No employee benefit expense was recorded in 2015 for stock option plans, as no further options could be granted

after February 4, 2014.

The fair value of stock options was determined using the Black & Scholes option pricing model, based on the

following assumptions:

Risk-free interest rate: 4 to 5-year OAT rate

Implicit share price volatility: 18% to 26%

Remaining life of the options: between 1,460 and 1,800 days


99

5.12.3. - Free shares

In 2011, Fimalac initiated a policy of granting free shares to certain officers and managers of the Company and its

subsidiaries.

Details of the free share plans are presented below:

Number of shares

grantedFair value at the grant date

Cost recognized in 2015

(in €m)

Board Meeting of March 26, 2013 41,600 €36.23 0.5 The shares are subject to a three-year vesting period followed by a three-year lock-up.

The Group has no contractual or constructive obligation to buy back the shares or to settle the rights in cash.

5.12.4. - "BSPCE" warrants

Webedia has set up various plans providing for the grant of "BSPCE" founder share warrants to officers and

employees of the Company with put and call options on the shares obtained on exercise of the warrants.

The warrants correspond to cash-settled share-based payment transactions and their cost is therefore recognized as

the corresponding employee services are rendered. The cost recognized in 2015 was not material.

At December 31, 2015, 53,265 warrants were outstanding, exercisable at prices ranging from €90.10 to €401.30.


5.13. - PROVISIONS

Movements in provisions may be analyzed as follows:

(in € millions)

Dec. 31, 2014Changes in scope of

consolidationIncreases Utilizations

Reversals of

surplus provisions Reclassifications Dec. 31, 2015

Discounting

adjustmentDec. 31, 2015 Dec. 31, 2014

o/w short-term at

Dec. 31, 2015

Cla ims and l i tigation3 2.8 0.1 30.7 (1.9) 0.0 0.5 31.7 0.2 31.5 2.2 1.6

Environmental ri sks 1 1.7 0.0 0.0 (0.1) 0.0 0.0 1.6 1.6 1.7 0.2

Restructuring 0.0 0.0 0.0 0.0

Sel lers ' warranties 2 4.0 0.0 8.0 (0.2) 0.0 0.0 11.8 11.8 3.9 0.2

Other 5.4 0.6 3.4 (2.5) 0.0 (0.1) 6.8 6.8 5.9 2.2Total provisions 13.9 0.7 42.1 (4.7) 0.0 0.4 51.9 0.2 51.7 13.7 4.2

Provisions before discounting Provisions after discounting

(1) Environmental provisions

Provisions for environmental risks in the above table amounted to €1.6 million before discounting at December 31, 2015. However, when adjusted to include

environmental risks covered by provisions for seller's warranties, the actual total is €2.4 million.

(2) Provisions for seller's warranties

Provisions for seller's warranties on businesses sold in prior years totaled €11.8 million before discounting at December 31, 2015.

(3) Provisions for claims and litigation

The Group considers that the provisions for domestic and international claims and litigation recorded in the consolidated balance sheet adequately cover the

related risks.

To the best of management's knowledge, at December 31, 2015 there were no other risks that could have a material adverse effect on the financial position of the

Company or the Group.

Fitch Group (accounted for by the equity method)

Fitch Group is the subject of investigations initiated by the U.S. federal and state authorities into the credit rating business and its role in the financial crisis. In

addition, the group is involved in various civil proceedings in the United States and also in other countries.

At this stage, Fitch Group considers that it has substantial defenses to the allegations made against it and therefore does not believe that any of the investigations

or proceedings currently in progress will have a material adverse impact on its business or financial condition.

10

0


101

5.14. - OTHER LIABILITIES

Other liabilities may be analyzed as follows:

(in € millions)

Accrued employee

benefits expense

Accrued taxes

Other accrued

liabilities and

payables

Deferred income Total

At December 31, 2014 14.3 14.3 12.3 6.8 47.7

Changes in scope of consol idation 6.8 6.0 36.9 13.1 62.8

Movements for the period 6.1 21.0 (10.1) (3.6) 13.4

Reclass i fications (0.1) 0.1 (3.8) (1.4) (5.2)

Trans lation adjustments (0.1) (0.3) 0.2 (0.2)

At December 31, 2015 27.1 41.3 35.0 15.1 118.5

Due within 1 year 27.0 41.3 33.5 15.1 116.9

5.15. - EMPLOYEE BENEFITS EXPENSE

Employee benefits expense may be analyzed as follows:

(in € millions)

2015 2014

Employee benefi ts expense including termination benefi ts 80.7 36.6

Stock options and stock grants 0.5 0.5

BSPCE warrant plan costs 0.0 0.1

Defined benefi t plan costs 0.1 (0.1)

Payrol l taxes and other expenses 27.2 15.0

Total 108.5 52.1

The figures below for 2015 only concern fully consolidated companies. They do not include Fitch Group

employee numbers, which are discussed in Note 5.5.3.1.

Number of employees by category:

2015 2014 December 31, 2015 December 31, 2014

Managers 707 356 777 444

Supervisors, technicians and

administrative staff 1,635 690 1,622 1,213

Production staff 198 1 223 9

Total 2,540 1,047 2,622 1,666


Employee numbers at December 31 include the employees of companies acquired during the year. Digital Division employee numbers increased by 737 during 2015 and Entertainment Division employee numbers by 208.

Number of employees by geographical segment:

2015 2014 December 31, 2015 December 31, 2014

France 1,904 829 1,989 1,416

United Kingdom 49 1 51 1

Other European Union countries 178 44 189 68

Latin America 158 52 145 43

Other countries 251 121 248 138

Total employees 2,540 1,047 2,622 1,666



102

5.16. - FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSES, NET

This item can be analyzed as follows:


Income from cash and cash equiva lents and va luation ga ins and losses on financia l Assets at fa i r va lue through profi t or loss 11.7 2.3

Gains/(losses) on interest rate hedges of cash and cash equiva lents and debt 1.4 (1.5)

Trans lation adjustments to cash and cash equiva lents (48.8) 2.1

Income and expenses from cash and cash equiva lents and currency and interest rate hedges , net (35.7) 2.9

Interest expense on bank borrowings (9.0) (9.8)

Other finance costs (0.8) (1.2)

Total finance costs (9.8) (11.0)

Finance costs, net (45.5) (8.1)

Gains/(losses) on financia l receivables 5.2 3.5

Discounting adjustments (2.6) (0.2)

Movements on provis ions for impairment of other financia l assets 0.7 -

Gains and losses on disposals of shares in non-consol idated companies 24.4 -

Other financia l income and expenses 0.3 1.2

Other financial income and expenses, net 28.0 4.5

5.17. - INCOME TAX EXPENSE

(in € millions)

December 31, 2015 December 31, 2014

Current taxes 9.1 (5.9)

Deferred taxes 1.0 15.2

Total income tax expense 10.1 9.3

The difference between actual income tax expense and theoretical income tax determined by applying the

standard tax rate can be explained as follows:

(in € millions)

2015 2014

Profi t/(loss ) before tax (before share of profi t of

associates) 1,514.7 (14.8)

Tax benefi t/(expense) at s tandard rate 34.43% 521.5 (5.1)

Actual income tax expense (10.1) (9.3)

Difference (531.6) (4.2)

Transactions taxed at a reduced rate 1 (576.3)

Di fferences due to foreign tax rates and

changes in tax rates appl icable to deferred

taxes (1.6) (1.1)

Other temporary di fferences 2 (1.6) (9.5)

Permanent di fferences 3 47.9 6.4

Difference (531.6) (4.2)

Profit/(loss) from continuing operations

(1) Corresponding primarily to the net gain on the sale of 30% of Fitch Group.

(2) In 2014, €17 million in deferred tax assets were recognized by Fimalac in respect of the French tax group's tax loss carryforwards, all

of which are expected to be utilized.

(3) Permanent differences correspond to non-deductible impairment losses on goodwill and taxes on dividend income (surtax on

distributed income, expense add-back and withholding taxes).


5.18. - INFORMATION BY BUSINESS SEGMENT

5.18.1. - Results by business segment

The following table presents results by business segment:

( in € millio ns)

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

Total revenue 76.2 41.6 134.6 62.3 13.9 10.9 0.0 0.0 224.7 114.8

Intra-group revenue 0.0 0.0

Reported revenue 0.0 0.0 0.0 0.0 76.2 41.6 134.6 62.3 13.9 10.9 0.0 0.0 224.7 114.8

Recurring operating profi t/(loss ) (4.6) (1.8) 7.2 8.0 8.2 4.8 (18.0) (13.3) (7.2) (2.3)

- o/w depreciation and amortization expense (4.4) (2.0) (6.4) (3.2) (5.5) (4.9) (2.2) (1.3) (18.5) (11.4)

- o/w other non-cash i tems (0.9) (0.3) (0.6) (0.1) 0.0 0.3 (1.5) (0.1)

Other operating income and expenses , net (63.1) 0.0 (7.4) (8.0) 0.0 0.0 (43.0) (1.0) (113.5) (9.0)

Operating profi t/(loss ) (120.7) (11.3)

Finance costs , net (45.5) (8.1)

Other financia l income and expenses , net 28.0 4.5

Income tax expense 10.1 9.3

Share of profi t/(loss ) of associates 40.1 81.5 16.6 8.9 0.7 1.6 (0.7) 0.3 56.7 92.3

Net profi t/(loss ) from discontinued operations 0.0 (0.2) 1,652.9 1,652.9 (0.2)

Net profi t 1,581.5 86.5

Holding companies TOTALFinancial Services

(Fitch Group)Real Estate

Luxury Hotels &

LeisureEntertainment Digital

Fitch Group results are presented in Note 5.5.

10

3


5.19. - INFORMATION BY GEOGRAPHICAL SEGMENT

5.19.1. - Revenue by geographical segment

Revenue by location of customer:

(in € millions)2015 2014

France 160.1 91.9

United Kingdom 21.1 10.9

Other European Union countries 24.6 4.8

United States 6.2 0.9

South America 5.7 2.3

Other countries 7.0 4.0

Total 224.7 114.8

5.19.2. - Assets by geographical segment

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014

France 396.1 250.3 45.7 36.7 45.8 39.7 234.2 242.3 79.6 43.9 81.2 16.0 882.6 628.9

United Kingdom 0.1 284.3 272.5 17.7 9.2 12.6 10.0 314.7 291.7

Other European Union countries 46.6 14.9 0.9 0.5 0.3 0.1 11.5 4.8 1.1 741.5 2.2 805.6 18.8

United States 55.9 1.3 0.1 145.9 128.8 1.1 644.0 848.3 128.8

Latin America 11.8 0.9 1.2 0.3 1.7 2.2 1.8 0.1 16.5 3.5

Other countries 13.3 13.3 1.4 1.6 0.6 1.2 2.9 1.6 0.4 2.7 18.6 20.4

Total 523.7 278.5 50.3 40.0 331.4 313.5 391.6 371.1 107.8 58.0 1,481.5 31.0 2,886.3 1,092.1

Trade receivables Cash and cash equivalents TotalGoodwill Intangible assets Property and equipment Investments in associates

* Including Real Estate segment assets corresponding to the North Colonnade building (see Note 5.3). In 2015, no single customer accounted for more than 10% of total revenue.

10

4


105

5.20. - OFF-BALANCE SHEET COMMITMENTS

Off-balance sheet commitments are as follows:


Commitments given

Guarantees given 19.6 8.2

Other commitments given

Other 23.9 20.8

Debt col latera l

Mortgage on the London bui lding1 284.2 272.6

Miscel laneous pledges 0.4

Total commitments given 328.1 301.6

Commitments received

Sel lers ' warranties 61.8 45.5

Other commitments received 2 3 133.5 330.5

Total commitments received 195.3 376.0 (1) Mortgage granted as security for the £80 million (€112.5 million) in private finance obtained in connection with the partial refinancing of North

Colonnade Ltd's debt. (2) At December 31, 2015, corresponding to rent receivable under the lease on offices in the London building. (3) At December 31, 2014, including the undrawn line of credit canceled in March 2015.

Commitments under operating leases

Future minimum payments under non-cancelable operating leases – mainly concerning commercial and office

premises – are as follows:

December 31, 2015

Due within 1 year 4.2

Due in 1 to 5 years 15.9

Due beyond 5 years 4.1

Total 24.2

5.21. - EARNINGS PER SHARE

Basic earnings per share are calculated by dividing profit attributable to equity holders of the parent by the

weighted average number of ordinary shares outstanding during the period.

2015 2014

Profit attributable to equity holders of the parent (in € thousands) 1,583,029 87,000

Weighted average number of ordinary shares 26,706,120 26,845,407

Basic earnings per share (in €) 59.28 3.24

Profit from continuing operations attributable to equity holders of the

parent (in € thousands) (69,884) 87,000


Basic earnings per share from continuing operations (in €) (2.62) 3.24

Profit/(loss) from discontinued operations attributable to equity

holders of the parent (in € thousands) 1,652,913.0 (0.2)


Basic earnings per share from discontinued operations (in €) 61.89 0.00 To calculate diluted earnings per share, profit attributable to equity holders of the parent and the weighted

average number of ordinary shares outstanding are adjusted for the effects of dilutive potential ordinary

shares.


106

At December 31, 2015 and December 31, 2014, there were no dilutive potential ordinary shares. Diluted

earnings per share were therefore the same as basic earnings per share.

5.22. - DIVIDENDS

The 2014 dividend paid in 2015 amounted to €4 per share, including a special dividend of €2. At the Annual

Shareholders' Meeting of June 15, 2016 shareholders will be asked to approve a dividend of €2.10 per share

for 2015.

5.23. - RELATED PARTY TRANSACTIONS

The total compensation paid or payable to the directors and officers of Fimalac in respect of 2015 is as

follows:

Short-term benefits

(excluding payroll

taxes)

Post-employment

benefits

Share-based

payments (stock

options)

Directors' fees

8.8 - 0.3 0.6

(in € millions)

5.24. - SUBSEQUENT EVENTS

Share buyback offer

At its meeting on March 14, 2016, the Board of Directors approved a proposal to launch a simplified public

offer for up to 1,700,000 Fimalac shares representing 6.3% of the current capital, at a price of €101 per share

(including the 2015 dividend). The shares tendered to the Offer will subsequently be cancelled.

Webedia rights issue

In February 2016, Webedia launched a €300.4 million rights issue. Fimalac underwrote its share of the issue,

in the amount of €290.3 million.


107

5.25. - LIST OF CONSOLIDATED COMPANIES

Name Address Registration (Siren) no.

2015 2014

% interest % voting

rights Method % interest

% voting rights

Method

F. Marc de Lacharrière (Fimalac) 97 rue de Lille – 75007 Paris 100.00% 100.00% Parent 100.00% 100.00% Parent

F. C. B. S. GIE 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

Fimalac Information 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

SNC SEFI 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

SCI 101 rue de Lille 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

Financière Boulogne Technologies 97 rue de Lille – 75007 Paris 99.99% 99.99% Full 99.99% 99.99% Full

Financière Portefoin 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

S I F M P 97 rue de Lille – 75007 Paris 100.00% 100.00% Full 100.00% 100.00% Full

Webedia SA 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

79.23% 79.23% Full 79.23% 79.23% Full

Webedia subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia SA)

Pure Style SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full 100.00% 100.00% Full

Fimalac Media Numérique 97 rue de Lille – 75007 Paris 100.00% 100.00% Full

Webedia Internet Brasil S.A. 50 Rua 19 de fevereiro – Rio de Janeiro – Brazil

85.00% 85.00% Full 85.00% 85.00% Full

Webedia Internet Brasil subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia Internet Brasil)

Tudo Gustoso Internet Ltda 50 Rua 19 de fevereiro – Rio de Janeiro – Brazil

100.00% 100.00% Full

Parafernalha Producoes Artisticas Ltda

Ladeira do russel, 57, Gloria, CEP 22210-015 Rio de Janeiro – Brazil

45.00% 45.00% Full

Allociné UK 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full 100.00% 100.00% Full

Allocine do Brasil Midia Digital Ltda

50 Rua 19 de fevereiro – Rio de Janeiro – Brazil

100.00% 100.00% Full 100.00% 100.00% Full

Allociné Spain Calle Medea 4 – Madrid – Spain 100.00% 100.00% Full 100.00% 100.00% Full

Allociné Spain subsidiaries (% interest and voting rights and method of consolidation are at the level of Allociné Spain)

3D Juegos Plaza San Felipe 7, 1A, 50003 de Zaragoza – Spain

100.00% 100.00% Full

Beyazperde Sinema Internet Hizmetleri

Barbaros Bulvari n°102 – Istanbul – Turkey

99.00% 99.00% Full 99.00% 99.00% Full

Semantiweb 49 boulevard de Courcelles – 75008 Paris – France

91.90% 91.90% Full

Tradematic 73 rue d'Anjou – 75008 Paris – France

50.77% 50.77% Full

Tradematic subsidiaries (% interest and voting rights and method of consolidation are at the level of Tradematic)

Tradelab 73 rue d'Anjou – 75008 Paris – France

100.00% 100.00% Full

Tradelab Trading Desk Corso Giacomo Matteoti, CAP 20121, Milan – Italy

100.00% 100.00% Full

Webedia GmbH Mehringdamm 33 – 10961 Berlin – Germany

100.00% 100.00% Full 100.00% 100.00% Full

Webedia GmbH subsidiaries (% interest and voting rights and method of consolidation are at the level of Webedia GmbH)

Webedia Gaming GmbH Mehringdamm 33 –10961 Berlin – Germany

88.00% 88.00% Full

Flimmer Schönhauser Allee 8 – 10119 Berlin – Germany

100.00% 100.00% Full

Talent Group 9, rue de Téhéran – 75008 Paris – France

34.00% 34.00% Equity 34.00% 34.00% Equity

Talent Group Communication 9, rue de Téhéran – 75008 Paris – France

34.00% 34.00% Equity 34.00% 34.00% Equity

Full = Full consolidation method; Equity = Equity method


108


2015 2014

% interest % voting


% voting rights

Method

Groupe Confidentielles 8, allée de l'Innovation – 0220 Soissons – France

61.50% 61.50% Full 61.50% 61.50% Full

750 Grammes 8, allée de l'Innovation – 0220 Soissons – France

61.50% 100.00% Full 61.50% 100.00% Full

750 Grammes International 8, allée de l'Innovation – 0220 Soissons – France

61.50% 100.00% Full 61.50% 100.00% Full

A. F. G. E. 8, allée de l'Innovation – 0220 Soissons – France

61.50% 100.00% Full 61.50% 100.00% Full

Ring Media 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full 100.00% 100.00% Full

Melberries 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full 60.00% 60.00% Full

Diwanee Waterfront Drive, Omar Hodge Building, Wickhams Cay, Roadtown, Tortola, British Virgin Islands

55.56% 55.56% Full 55.56% 55.56% Full

Overblog 1 avenue Jean Rieux – 31500 Toulouse – France

100.00% 100.00% Full 100.00% 100.00% Full

Webedia subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Webedia SA)

Melting Potes 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

67.00% 67.00% Full 67.00% 67.00% Full

Le Bon Guide SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

50.10% 50.10% Full

Mixicom 45-47 rue des Petites Ecuries – 75010 Paris – France

100.00% 100.00% Full

Lincom 45-47 rue des Petites Ecuries – 75010 Paris – France

100.00% 100.00% Full

Talent Web 45-47 rue des Petites Ecuries – 75010 Paris – France

100.00% 100.00% Full

Scimob 12 rue du Castilhon – 34000 Montpellier – France

65.40% 65.40% Full

Webedia International 2 av Charles de Gaulle – L-1653 Luxembourg

100.00% 100.00% Full

Webedia Service Corp 60 Broad St, suite 3502 – New York NY 10004 – USA

100.00% 100.00% Full

Edit Place SAS 16 rue Jesse Owens – 93200 Saint Denis – France

75.07% 75.07% Full

Edit Place subsidiaries (% interest and voting rights and method of consolidation are at the level of Edit Place SAS)

Edit Place UK 1st Floor 67-70 Charlotte Road – London – UK

100.00% 100.00% Full

Moviepilot GmbH Friedrichstraße 58, 10117 Berlin – Germany

24.15% 24.15% Equity

Moviepilot GmbH subsidiaries (% interest and voting rights and method of consolidation are at the level of Moviepilot GmbH)

Moviepilot US 512 Victoria Ave, Venice CA 90291 – USA

100.00% 100.00% Equity

EasyVoyage Holding SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

67.32% 67.32% Full

EasyVoyage Holding subsidiaries (% interest and voting rights and method of consolidation are at the level of EasyVoyage Holding SAS)

CNI SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

First Source Interactive Limited 14, Applegarth Road, London W14 0HY – UK

100.00% 100.00% Full

DMC Limited Dunstan House-14a St Cross Street, Farringdon, London EC1N 8XA – UK

100.00% 100.00% Full

Toocamp 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

51.00% 51.00% Full



109


2015 2014

% interest % voting


% voting rights

Method

EasyVoyage SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

EasyVoyage subsidiaries (% interest and voting rights and method of consolidation are at the level of EasyVoyage SAS)

Easyvols 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

Côté Ciné Group SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

95.00% 95.00% Full

Coté Ciné Group subsidiaries (% interest and voting rights and method of consolidation are at the level of Coté Ciné Group)

SNC Ciné Billet 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

99.00% 99.00% Full

Coté Ciné Group North America

60 Broad St, suite 3502 – New York NY 10004 – USA

100.00% 100.00% Full

Coté Ciné Group North America subsidiaries (% interest and voting rights and method of consolidation are at the level of Coté Ciné Group North America)

Box Office America LLC 1191 San Vicente Blvd suite 355 – Los Angeles CA 90049 – USA

100.00% 100.00% Full

Box Office Encore LLC 60 Broad St, suite 3502 – New York NY 10004 – USA

100.00% 100.00% Full

West World Media LLC 63 Copps Hill Rd – Ridgefield CT 06877 – USA

100.00% 100.00% Full

Odyssée Interactive 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full 100.00% 100.00% Full

Odyssée Interactive subsidiaries (% interest and voting rights and method of consolidation are at the level of Odyssée Interactive)

Jeu.Info SARL 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

Jeu.net 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

Gaméo Consulting SAS 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

100.00% 100.00% Full

Académie du Goût 2 rue Paul Vaillant Couturier – 92300 Levallois Perret – France

55.00% 55.00% Equity 55.00% 55.00% Equity

Académie du Goût subsidiaries (% interest and voting rights and method of consolidation are at the level of Académie du Goût)

LEC, Livre et Communication 84 avenue Victor Cresson – 92130 Issy les Moulineaux – France

100.00% 100.00% Full 100.00% 100.00% Full

Fimalac Développement 9 rue du Laboratoire – L1911 Luxembourg

100.00% 100.00% Full 100.00% 100.00% Full

Fimalac Développement subsidiaries (% interest and voting rights and method of consolidation are at the level of Fimalac Développement)

Groupe Lucien Barrière 35, bd des Capucines – 75002 Paris – France

40.00% 40.00% Equity 40.00% 40.00% Equity

Xstream Voie des Traz – 1218 Le Grand Saconnex – Switzerland

100.00% 100.00% Full 100.00% 100.00% Full

Colonnade Real Estate 9 rue du Laboratoire – L1911 Luxembourg

80.00% 80.00% Full 80.00% 80.00% Full

North Colonnade Ltd 30 North Colonnade, Canary Wharf – London E14 5GP – UK

80.00% 100.00% Full 80.00% 100.00% Full

Deb Jam 20, rue Ampère – Cité du cinéma – 9300 Saint Denis – France

50.00% 50.00% Equity 50.00% 50.00% Equity

Le Comedy Club 20, rue Ampère – Cité du cinéma – 9300 Saint Denis – France

50.00% 50.00% Equity 50.00% 50.00% Equity

SAS Trois S 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

Pôle Nord Evènements 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

AP2S SAS 30-32 rue Guy Moquet – 92240 Malakoff – France

100.00% 100.00% Full 100.00% 100.00% Full

Kyro-Concept SAS ZAC Port d'Ivry, 9 rue des Bateaux-Lavoirs – 94200 Ivry-sur-Seine – France

50.00% 50.00% Equity 50.00% 50.00% Equity



110


2015 2014

% interest % voting


% voting rights

Method

Encore Productions SAS 6 rue du Mont Thabor – 75001 Paris – France

40.00% 40.00% Equity 40.00% 40.00% Equity

Encore Productions subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Encore Productions SAS)

Encore Plus 14, bis Rue du Pavillon – 92100 Boulogne Billancourt – France

99.50% 99.50% Full 99.50% 99.50% Full

Encore Events 6 rue du Mont Thabor – 75001 Paris – France

99.90% 99.90% Full 99.90% 99.90% Full

Myticket SAS 41 rue de Liège – 75008 Paris – France

70.00% 70.00% Full 70.00% 70.00% Full

Miala Holding Paris – France 50.00% 50.00% Equity

Jing/TS3 Paris – France 100.00% 100.00% Full

Two C Prod Paris – France 52.00% 52.00% Full

Les 3 Mousquétaires Paris – France 29.42% 29.42% Equity

SAUXS Paris – France 100.00% 100.00% Full

143 Productions Paris – France 100.00% 100.00% Full

PC2D Paris – France 100.00% 100.00% Full

Dedicace.ME Paris – France 60.00% 60.00% Full

105 DB Paris – France 100.00% 100.00% Full

Gilbert Coullier Productions 31, place Saint-Ferdinand – 75017 Paris – France

60.00% 60.00% Equity 40.00% 40.00% Equity

Auguri Productions 97, rue Oberkampf – 75011 Paris – France

40.00% 40.00% Equity 40.00% 40.00% Equity

Kwet Production 33, rue de Naples – 75008 Paris – France

40.00% 40.00% Equity 40.00% 40.00% Equity

Pomme Production 33, rue de Naples – 75008 Paris – France

40.00% 40.00% Equity 40.00% 40.00% Equity

S-Pass (ex. Fimalac Tech Info) 97 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

Spectacles et Comédies 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

Théâtre Marigny Paris – France 50.00% 50.00% Equity

Théâtre de la Porte Saint Martin Paris – France 100.00% 100.00% Full

Vega SA 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 70.00% 70.00% Full

Vega SA subsidiaries (% interest and voting rights and method of consolidation are at the level of Vega SA)

Salle Pleyel Paris – France 100.00% 100.00% Full

EURL Jardyrex 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Zénith Nancy Rue du Zénith – 54320 Maxeville – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Zénith Dijon Rue de Colchide – 21000 Dijon – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Les Arènes de Metz 5 av. Louis le Débonnaire – 57000 Metz – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC S.B.S.L 95 cours du Maréchal Juin – 33000 Bordeaux – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Antarès 2 avenue Antarès – 72100 Le Mans – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Les Docks Hangars 36/37 – Quai Vauban – 76600 Le Havre – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Zénith Limoges 16, avenue Jean Monnet – 87100 Limoges – France

100.00% 100.00% Full 100.00% 100.00% Full

SARL Normand Expo Rue Marceau – 76600 Le Havre – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Zénith Strasbourg Allée du Zénith – 67201 Eckbolsheim – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC L'Axone 6, rue du Commandant Rossel – 25200 Montbelliard – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Le Phare de Chambéry

800, av. du Grand Ariétaz – 73000 Chambéry – France

90.00% 90.00% Full 90.00% 90.00% Full


111



2015 2014

% interest % voting


% voting rights

Method

SNC Stade Couvert de Liévin

Chemin des Manufactures – 62800 Liévin – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Sté d'Exploitation du Palais Nikaïa

163, route de Grenoble – 06200 Nice – France

70.00% 70.00% Full 70.00% 70.00% Full

SNC Le Millésium 1, rue Jean Bagnost – 51530 Pierry – France

70.00% 70.00% Full 70.00% 70.00% Full

SNC Macon Evénements Parc des expositions, Av. P. Bérégovoy – 71000 Macon – France

100.00% 100.00% Full 100.00% 100.00% Full

SAS Silo d'Arenc 35 quai du Lazaret – 13002 Marseille – France

66.67% 66.67% Full 66.67% 66.67% Full

SNC Sports en Seine Rue Lillebonne – 76000 Rouen – France

100.00% 100.00% Full 100.00% 100.00% Full

SAS Le Capitole 68, av. du Président Roosevelt – 51000 Chalon en Champagne – France

39.00% 39.00% Equity 39.00% 39.00% Equity

SAS Omega+ 13, rue Vineuse – 75016 Paris – France

50.00% 50.00% Equity 50.00% 50.00% Equity

SAS Ellipse 101 rue de Lille – 75007 Paris – France

100.00% 100.00% Full 100.00% 100.00% Full

Ellipse SA subsidiaries (% interest and voting rights and method of consolidation are at the level of Ellipse SA)

SNC Hudolia 70, avenue de Paris 91410 Dourdan – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC L'Iceberg Rue Pierre Nuss – 67200 Strasbourg – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC L'O 6, rue du Maréchal de Lattre de Tassigny – 67210 Obernai – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Plouf 46, rue du 11 Novembre – 72500 Château du Loir – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC La Vague Rue Bleury – 95230 Soisy-sous-Montmorency – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Helicea 7, rue Mont-Joie – 62280 Saint Martin Boulogne – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Le Carré 101, bd de Verdun – 76200 Dieppe – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Aquazergues 856, Route de Lucenay – 69480 Anse – France

100.00% 100.00% Full 100.00% 100.00% Full

SAS Sceneo 2-4 avenue Léon Blum – 62219 Longuenesse – France

100.00% 100.00% Full 100.00% 100.00% Full

SNC Cité Aquadémie Paris – France 100.00% 100.00% Full

SNC Ballard Paris – France 100.00% 100.00% Full

Subsidiaries of S-Pass (ex. Fimalac Tech Info)

97 rue de Lille – 75007 Paris – France

500 748 033 100.00% 100.00% Full 100.00% 100.00% Full

Carilis SA 148, Avenue Gambetta – 75020 Paris – France

315 734 202 100.00% 100.00% Full 100.00% 100.00% Full

Carilis subsidiaries (% interest and voting rights and method of consolidation are at the level of Carilis SA)

EURL STPI 2 bis, rue Dupont de l'Eure – 75020 Paris – France

382 778 207 100.00% 100.00% Full 100.00% 100.00% Full

EURL SCLP 2 bis, rue Dupont de l'Eure – 75020 Paris – France

382 809 457 100.00% 100.00% Full 100.00% 100.00% Full

EURL SGPV 37, rue Jean Rey – 78220 Viroflay – France

443 688 379 100.00% 100.00% Full 100.00% 100.00% Full

EURL Sepiluz Route d'Ascain – 64500 St Jean de Luz – France

448 995 704 100.00% 100.00% Full 100.00% 100.00% Full

EURL Aquazonia Chemin Mortium – 97351 Matoury – French Guiana

449 367 796 100.00% 100.00% Full 100.00% 100.00% Full

EURL SEP3CPE Avenue Abel Didelet – 60190 Estrées St Denis – France

489 850 743 100.00% 100.00% Full 100.00% 100.00% Full

EURL Sepic 27, rue Marcel Clavier – 77120 Coulommiers – France

489 940 650 100.00% 100.00% Full 100.00% 100.00% Full

EURL Secal Parc des sports de la Loue – 490 122 991 100.00% 100.00% Full 100.00% 100.00% Full


112


2015 2014

% interest % voting


% voting rights

Method

03410 St Victor – France



2015 2014

% interest % voting


% voting rights

Method

EURL Secapa 6, avenue Gustave Flaubert – 44351 Guérande cedex – France

499 034 106 100.00% 100.00% Full 100.00% 100.00% Full

EURL SEPMVS 824, avenue du Lys – 77190 Dammarie les Lys – France

515 347 250 100.00% 100.00% Full 100.00% 100.00% Full

EURL S2G Les Gorguettes – 13260 Cassis – France

525 375 259 100.00% 100.00% Full 100.00% 100.00% Full

EURL S3P 19, rue de Pontoise – 75005 Paris – France

529 519 746 100.00% 100.00% Full 100.00% 100.00% Full

SAS Sogestal 1, avenue de Valmy – 38100 Grenoble – France

790 020 267 100.00% 100.00% Full 100.00% 100.00% Full

EURL SGCAB 5, rue de la Houssaye – 49070 Beaucouze – France

802 107 581 100.00% 100.00% Full 100.00% 100.00% Full

Fimalac Services Financiers 97 rue de Lille – 75007 Paris – France

500 748 033 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Group, Inc. 1 State Street Plaza – New York – USA

20.00% 20.00% Equity 50.00% 50.00% Equity

Fitch Group, Inc. subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Group, Inc.)

Fitch Ratings, Inc. 33 Whitehall St – New York – USA

100.00% 100.00% Full 100.00% 100.00% Full

Fitch Solutions, Inc. 33 Whitehall St – New York – USA

100.00% 100.00% Full 100.00% 100.00% Full

Fitch Learning, Inc.

34 Whitehall St – New York – USA

100.00% 100.00% Full 100.00% 100.00% Full

Fitch Training Holding Ltd

United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch 7City Learning Holding Ltd

United Kingdom In liquidation 100.00% 100.00% Full

Fitch 7City Learning, Inc. USA 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Training Ltd United Kingdom In liquidation 100.00% 100.00% Full

Fitch 7City Learning Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch 7City Learning Finance


Fitch 7City Learning Group Ltd

United Kingdom In liquidation 100.00% 100.00% Full

Fitch 7City Learning (IB) Ltd United Kingdom In liquidation 100.00% 100.00% Full

Fitch 7City Learning Middle East Ltd

United Arab Emirates 100.00% 100.00% Full 100.00% 100.00% Full

Fitch 7City Learning Singapore Ltd

Singapore 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Centro America SA Panama 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Centro America SA Guatemala 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Calificadora De Riesgo SA Costa Rica 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Ratings Colombia Colombia 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Treasury Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Information Services, Inc. USA 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Information Services Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Group, Inc. subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Group, Inc.)

Fitch Ratings Ltd 30 North Colonnade – London E14 SGN – United Kingdom

100.00% 100.00% Full 100.00% 100.00% Full



113


2015 2014

% interest % voting


% voting rights

Method

Fitch Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are expressed at the level of Fitch Ratings Ltd)

Fitch Solutions Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Solutions Asia Pte Ltd Singapore 100.00% 100.00% Full 100.00% 100.00% Full

IRR Advisory Services Pte Ltd India 100.00% 100.00% Full 100.00% 100.00% Full

Derivatives Fitch Ltd United Kingdom 100.00% 100.00% Full

Fitch France SA France 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Deutschland GmbH Germany 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Italia SpA Italy 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Polska SA Poland 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Ratings Espana SA Spain 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Ratings Turkey 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Southern Africa Pty Ltd South Africa 100.00% 100.00% Full 100.00% 100.00% Full

Inter Arab Rating Cy Ec Bahrain 100.00% 100.00% Full 100.00% 100.00% Full

Fitch North Africa SA Tunisia (Dormant) 99.77% 99.77% Full 99.77% 99.77% Full

Fitch Ratings CIS Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Australia Pty Ltd Australia 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Singapore Ratings Pte Ltd


Fitch Hong Kong Ltd Hong Kong 99.99% 99.99% Full 99.99% 99.99% Full

Fitch Ratings Japan Ltd Japan 100.00% 100.00% Full 100.00% 100.00% Full

India Ratings & Research Pte Ltd

India 100.00% 100.00% Full 100.00% 100.00% Full

Fitch India Services Pte Ltd India 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Ratings Beijing Ltd China 100.00% 100.00% Full 100.00% 100.00% Full

PT Fitch Holdings Indonesia Indonesia 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Chile Holding SA Chile 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Chile Casific. de Riesgo Ltda

Chile 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Mexico SA Mexico 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Ratings Brazil Ltda Brazil 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Venezuela Calific. de Riesgos

Venezuela (Dormant) 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Republica Dominicana C.p A.

Dominican Republic 100.00% 100.00% Full 100.00% 100.00% Full

Fitch Solutions Deutschland GmbH

Germany 100.00% 100.00% Full 100.00% 100.00% Full

Business Monitor International Ltd


BMI 1 Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

BMI 2 Ltd United Kingdom 100.00% 100.00% Full 100.00% 100.00% Full

Business Monitor International, Inc.

USA 100.00% 100.00% Full 100.00% 100.00% Full

Business Monitor International (Asian) Pte Ltd




114


2015 2014

% interest % voting


% voting rights

Method

Business Monitor International Hong Kong Ltd

Hong Kong 100.00% 100.00% Full 100.00% 100.00% Full

Episcom Ltd United Kingdom 100.00% 100.00% Full

Angelmead Ltd United Kingdom 100.00% 100.00% Full

Fitch Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are at the level of Fitch Ratings Ltd)

Korea Ratings Corporation South Korea 74.86% 74.86% Full 74.86% 74.86% Full

Korea Ratings Ltd subsidiaries (% interest and voting rights and method of consolidation are at the level of Korea Ratings Ltd)

Korea Plus Co Ltd South Korea Sold 93.30% 93.30% Full

E-Credible Co Ltd South Korea 64.54% 64.54% Full 64.54% 64.54% Full

E-Credible Networks Co Ltd

South Korea 64.54% 64.54% Full 64.54% 64.54% Full

Korea Asset Pricing Ltd South Korea Sold 33.64% 33.64% Equity

China Lianhe Credit Ratings Co Ltd

China 49.00% 49.00% Equity 49.00% 49.00% Equity

Fitch Ratings Thailand Ltd Thailand 49.90% 49.90% Equity 49.90% 49.90% Equity

Fitch Ratings Lanka Ltd Sri Lanka 45.00% 45.00% Equity 45.00% 45.00% Equity

Apoyo & Asoc. y Calific. Ltd Peru 20.00% 20.00% Equity 20.00% 20.00% Equity

Aesa Ratings SA Bolivia 25.00% 25.00% Equity 25.00% 25.00% Equity

Fix SCR SA (ex. Fitch Uruguay & Argentina)

Argentina 30.00% 30.00% Equity 30.00% 30.00% Equity


6.2. – STATUTORY AUDITORS' FEES

2014 2015 2014 2015

(in € thousands)PricewaterhouseCoopers

Audit

PricewaterhouseCoopers

AuditCagnat & Associés Cagnat & Associés

AUDIT

Statutory and contractual audits 416 444 283 346

Fimalac 284 283 110 126

Fully consolidated French subsidiaries 95 124 173 220

Fully consolidated foreign subsidiaries 37 37 - -

Other audit-related services 65 190 - 80

Fimalac 30 5

Fully consolidated subsidiaries 35 185 80

Audit fees 481 634 283 426

OTHER SERVICES PROVIDED TO FULLY CONSOLIDATED SUBSIDIARIES

Legal and tax advice - - - -

IT services - - - -

Internal audit services - - - -

Other - - - -

Fees for other services - - - -

TOTAL 481 634 283 426

Fees (excluding VAT) paid by the Group to the statutory auditors and members of their networks

11

5


116

6.3. – REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL

STATEMENTS

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the

convenience of English-speaking readers. The Statutory Auditors’ report includes information specifically required by

French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated

financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant

accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the

consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions

or on information taken outside of the consolidated financial statements.

This report also includes information relating to the specific verification of information given in the Group’s management

report.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing

standards applicable in France.

To the shareholders,

In compliance with the assignment entrusted to us by the Annual General Meeting, we hereby report to you,

for the year ended December 31, 2015, on:

- the audit of the accompanying consolidated financial statements of Fimalac;

- the justification of our assessments;

- the specific verification required by law.

These consolidated financial statements have been approved by the Board of Directors. Our role is to express

an opinion on these consolidated financial statements based on our audit.

I – Opinion on the consolidated financial statements

We conducted our audit in accordance with the professional standards applicable in France. Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free from material misstatement. An audit involves performing procedures, using

sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures

in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the

consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and

of the financial position of the Group a December 31, 2015 20XX and of the results of its operations for the

year then ended in accordance with International Financial Reporting Standards as adopted by the European

Union.

II – Justification of our assessments

In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de Commerce)

relating to the justification of our assessments, we bring your attention to the following matters:


117

- At each year-end, the Group tests goodwill and assets with an indefinite useful life for impairment and

assesses whether there is any indication that the value of non-current assets has been impaired, using the

methods described in Notes 2.2.2, 2.2.5 to 2.2.7, 5.1 to 5.4 and 5.5.2 to the consolidated financial

statements. We reviewed the impairment testing methods used and checked that the information disclosed

in the above-mentioned notes was appropriate.

- The Group records provisions to cover the estimated cost of certain contingencies, as described in

Notes 2.2.15 and 5.13 to the consolidated financial statements. We assessed the data and assumptions

underlying these estimates and reviewed the Group's calculations. As part of our assessment of these

estimates, we ensured that the assumptions used and ensuing valuations were reasonable.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole,

and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III – Specific verification

As required by law and in accordance with professional standards applicable in France, we have also verified

the information presented in the Group’s management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial

statements.

Neuilly-sur-Seine and Paris, March 29, 2016

The Statutory Auditors

PricewaterhouseCoopers Audit Cagnat & Associés

David Clairotte Pierre Mercadal


118

6.4. – COMPANY FINANCIAL STATEMENTS

CONTENTS

NOTE N° 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ....................................... 123

1.1. - Significant events of the year ................................................................................................. 123

1.2. - Intangible assets and property and equipment ........................................................................ 124

1.3. - Non-current financial assets ................................................................................................... 124

1.4. - Receivables and payables ....................................................................................................... 124

1.5. - Marketable securities .............................................................................................................. 125

1.6. - Foreign currency transactions ................................................................................................. 125

1.7. - Provisions for liabilities and charges ...................................................................................... 125

1.8. - Prepaid expenses and deferred income ................................................................................... 125

1.9. - Deferred charges ..................................................................................................................... 125

1.10. - Tax consolidation ................................................................................................................... 125

NOTE N° 2 - NON-CURRENT ASSETS .............................................................................................. 126

2.1. - Movements in non-current assets ........................................................................................... 126

2.2. - Amortization and depreciation ............................................................................................... 126

2.3. - Provisions for impairment in value ......................................................................................... 126

NOTE N° 3 - ACCOUNTS RECEIVABLE ........................................................................................... 127

NOTE N° 4 - MARKETABLE SECURITIES ....................................................................................... 127

NOTE N° 5 - PREPAID EXPENSES ..................................................................................................... 127

NOTE N° 6 - EQUITY ........................................................................................................................... 128

6.1. - Share capital ........................................................................................................................... 128

6.2. - Additional paid-in capital and reserves .................................................................................. 128

6.3. - Stock option and free share plans ........................................................................................... 128

NOTE N° 7 - PROVISIONS FOR LIABILITIES AND CHARGES ..................................................... 129

NOTE N° 8 - LIABILITIES ................................................................................................................... 129

NOTE N° 9 - OPERATING REVENUE AND EXPENSES ................................................................. 130

NOTE N° 10 - NON-RECURRING INCOME AND EXPENSES .......................................................... 131

NOTE N° 11 - INCOME TAX ................................................................................................................. 131

11.1. - Income tax analysis ................................................................................................................ 131

11.2. - Unrecognized deferred taxes .................................................................................................. 131


119

NOTE N° 12 - MANAGEMENT COMPENSATION ............................................................................. 132

NOTE N° 13 - RELATED PARTY TRANSACTIONS .......................................................................... 132

NOTE N° 14 - OFF-BALANCE SHEET COMMITMENTS .................................................................. 132

NOTE N° 15 - SUBSEQUENT EVENTS ................................................................................................ 133

NOTE N° 16 - SUBSIDIARIES AND AFFILIATES .............................................................................. 134


120

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED

DECEMBER 31, 2015

BALANCE SHEET AT DECEMBER 31, 2015

ASSETS December 31, 2014

(in € thousands) Total Depreciation, amortization Carrying amount Carrying amount

Cost & provisions

NON-CURRENT ASSETS

Property and equipment

. Land 133 - 133 133

. Buildings 1,400 1,334 66 71

. Other 788 712 76 89

Sub-total 2,321 2,046 275 293

Non-current financial assets

. Investments in subsidiaries and affiliates 937,755 145,633 792,122 834,526

. Advances to subsidiaries and affiliates 382,447 - 382,447 87,706

. Other long-term investments 62,202 1,888 60,314 121,128

. Loans 2,377 2,377 - -

. Other non-current financial assets - - - -

Sub-total 1,384,781 149,898 1,234,883 1,043,360

TOTAL NON-CURRENT ASSETS 1,387,102 151,944 1,235,158 1,043,653

CURRENT ASSETS

Accounts receivable 231,232 749 230,483 166,661

Marketable securities 11,837 3,528 8,309 13,435

Cash 13 - 13 59

Prepaid expenses 111 - 111 321

TOTAL CURRENT ASSETS 243,193 4,277 238,916 180,476

DEFERRED CHARGES 311 - 311 2,765

CONVERSION LOSSES 977 - 977 -

TOTAL ASSETS 1,631,583 156,221 1,475,362 1,226,894

December 31, 2015


121

BALANCE SHEET AT DECEMBER 31, 2015

EQUITY AND LIABILITIESDecember 31, 2015 December 31, 2014

(in € thousands)

EQUITY

Share capital 118,448 126,852

Additional paid-in capital 8,456 8,456

Reserves:

. Legal reserve 16,679 16,679

. Other reserves 36,566 98,481

Retained earnings 313,119 367,208

Profit for the year 132,476 59,209

Untaxed provisions 136 136

TOTAL EQUITY 625,880 677,021

PROVISIONS FOR LIABILITIES AND CHARGES

TOTAL PROVISIONS 39,081 10,552

LIABILITIES

Bonds 60,665 60,665

Bank borrowings 190,798 282,501

Other borrowings 544,423 186,994

Accrued taxes and employee benefits expense 11,776 3,619

Other liabilities 1,757 5,542

Deferred income - -

TOTAL LIABILITIES 809,419 539,321


122

(in € thousands)

OPERATING REVENUE

Real estate revenues 6 6

Other revenue 1,110 3,031

Reversals of provisions for liabilit ies and charges 53 309

Reversals of provisions for impairment of current assets - -

TO TAL I 1,169 3,346

OPERATING EXPENSE

Taxes other than on income 1,249 474

Employee benefits expense 5,610 5,033

Other expenses 22,236 10,445

Depreciation and amortization 2,471 760

Charges to provisions for impairment of current assets - -

Charges to provisions for liabilit ies and charges - -

TO TAL II 31,566 16,712

O PERATING LO SS TO TAL III (I-II) (30,397) (13,366)

FINANCIAL INCOME

Income from portfolio securities 207,176 66,637

Income from loans and receivables 5,671 3,218

Net gains on disposals of marketable securities 1,133 658

Other financial income 270 213

Reversals of provisions for impairment of financial assets 22 9,059

Reversals of provisions for liabilit ies and charges 2,804 1,335

TO TAL IV 217,076 81,120

FINANCIAL EXPENSES

Finance costs 3,828 4,618

Other financial expenses 1,701 637

Net losses on disposals of marketable securities - 76

Charges to provisions for impairment of financial assets - 480

Charges to provisions for liabilit ies and charges 50,280 2,804

TO TAL V 55,809 8,615

NET FINANCIAL INCO ME TO TAL VI (IV-V ) 161,267 72,505

RECURRING PRO FIT BEFO RE TAX TO TAL VII (III+VI) 130,870 59,139

NON-RECURRING INCOME

Income from revenue transactions 11 -

Gains on disposals of investments 339 311

Reversals of provisions for impairment of investments 3,348 277

Reversals of provisions for liabilit ies and charges 590 49

TO TAL VIII 4,288 637

NON-RECURRING EXPENSES

Expenses on revenue transactions 1,182 98

Losses on disposals of investments 3,348 277

Charges to provisions for liabilit ies and charges 29,200 -

TO TAL IX 33,730 375

NET NO N-RECURRING (EXPENSE)/INCO ME TO TAL X (VIII-IX ) (29,442) 262

INCO ME TAX BENEFIT/(EXPENSE) XI 31,048 (192)

PRO FIT FO R THE PERIO D TO TAL XII (VII+X+XI) 132,476 59,209

INCO ME STATEMENT FO R THE YEAR ENDED DECEMBER 31, 2015

2015 2014


123

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED

DECEMBER 31, 2015

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company's financial statements for the year ended December 31, 2015 have been prepared in

accordance with French generally accepted accounting principles, including the principles of prudence,

consistency and segregation of accounting periods, on a going concern basis.

However, the presentation of the income statement differs in some respects from that prescribed in the

French general chart of accounts. The main differences are as follows:

- The proceeds from the disposal of investments have been netted off against the investments'

carrying amount, to show the net gain or loss, rather than presenting the disposal proceeds

under income and the carrying amount of the investments as an expense.

- Reversals of provisions for impairment in value of investments in subsidiaries and affiliates

and of investments sold during the period are qualified as non-recurring income and not as

operating income, in line with the accounting classification of the related disposal gains or

losses.

Information in the notes is presented in thousands of euros, unless otherwise specified.

1.1. - SIGNIFICANT EVENTS OF THE YEAR

Business developments:

- On April 2, 2015, the Board of Directors decided to use the authorization given at the Annual

Shareholders' Meeting of June 17, 2014 to cancel 1,910,000 shares representing 6.62% of the

capital. The resulting capital reduction amounted to €8,404,000.

- Under the share buyback program authorized by the Annual Shareholders' Meeting of

June 10, 2015, the Company bought back €18.3 million worth of Fimalac shares (excluding

purchases under the liquidity contract), representing approximately 0.88% of the Company's

current capital.

- The Company also continued to support Webedia's development by making a further

shareholder's advance of €227.8 million.

- Lastly, the €80 million borrowed under the €400 million syndicated credit facility at

December 31, 2014 was repaid during 2015 using part of the proceeds from the sale of 30% of

Fitch Group, Inc. and the facility was canceled.

Events impacting results for the year:

- The Company received €202.6 million in interim dividends from Fimalac Services Financiers,

corresponding to distribution of the very significant capital gain realized on the sale of 30% of

Fitch Group, Inc.

- Impairment provisions were recorded on the Company's investments in Fimalac Développement

and Financière Portefoin to take the two subsidiaries' results into account.

- In addition, €32.0 million worth of provisions for contingencies were booked.


124

1.2. - INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT

Intangible assets and property and equipment are stated at cost, with the exception of assets acquired

before December 31, 1976, which are stated at revalued cost. Amortization and depreciation are

calculated over the following periods:

- Software: 1 year straight-line

- Buildings: 20 years straight-line

- Equipment: 5 to 10 years reducing balance

- Fixtures and fittings, office furniture: 10 years straight-line

- Vehicles and office equipment: 5 years straight-line or, where permitted, reducing balance

These depreciation/amortization periods correspond to the useful lives of the assets concerned, in

accordance with standards CRC 2002-10 and CRC 2004-06 relating to assets.

1.3. - NON-CURRENT FINANCIAL ASSETS

Non-current financial assets are stated at the lower of cost and market value. The cost of assets acquired

before December 31, 1976 corresponds to their revalued cost.

Non-current financial assets are divided into three categories as follows:

- Investments in subsidiaries and affiliates, which correspond to investments in companies in which

Fimalac owns at least 10% of the capital and/or exercises significant influence. Provisions for

impairment in value of these investments are determined based on the Company's equity in the

underlying net assets (or revalued net assets), investment yield, earnings yield and the investee's

growth potential.

- Advances to subsidiaries and affiliates, for which provisions for impairment in value are

determined based on the financial position of the companies concerned.

- Other long-term investments, corresponding to investments in companies in which Fimalac owns

less than 10% of the capital and/or does not exercise any influence. A provision for impairment in

value is recorded if:

o the average December share price is less than cost, in the case of listed shares, or

o the probable realizable value is less than cost, in the case of unlisted shares.

This category also includes Fimalac shares held for purposes other than for allocation (i) on

exercise of stock options; (ii) to free share grants; and (iii) to the liquidity contract. In accordance

with recommendation no. 98D issued by the CNC Emerging Issues Task Force (Comité

d'Urgence), no provisions for impairment in value are recorded on these shares.

1.4. - RECEIVABLES AND PAYABLES

Receivables and payables are stated at their nominal value. A provision is booked when the fair value of

receivables is less than their carrying amount.

Receivables and payables denominated in foreign currency are converted at the year-end exchange rate or

the hedging rate, where applicable.


125

1.5. - MARKETABLE SECURITIES

A provision is recorded for unlisted securities where their value in use is less than cost.

For other securities, a provision for impairment in value is recorded only in respect of securities for which

the average stock market price for the last month of the fiscal year, in the case of listed securities, or the

net asset value at the fiscal year-end, in the case of pooled investment vehicles, is less than cost.

1.6. - FOREIGN CURRENCY TRANSACTIONS

Income and expenses in foreign currencies are converted into euros at the exchange rate prevailing on the

transaction date. Balance sheet items are converted at the year-end rate or at the hedging rate where

applicable.

The resulting exchange gains and losses are recognized in the balance sheet under "Conversion losses" or

"Conversion gains". A provision is recorded for unrealized conversion losses that cannot be offset.

1.7. - PROVISIONS FOR LIABILITIES AND CHARGES

Provisions for liabilities and charges are primarily recorded to cover the potential adverse impacts for the

Company of contractual commitments such as (i) seller's warranties granted on the disposal of

subsidiaries, (ii) retirement benefit obligations, (iii) financial instrument costs, (iv) legal obligations such

as the requirement to clean up former manufacturing sites, and (v) claims and litigation. In the interests of

prudence, provisions are recorded for the costs associated with legal proceedings and for any possible

fines or damages awards. Provisions for liabilities and charges at December 31, 2015 amounted to

€39.1 million.

1.8. - PREPAID EXPENSES AND DEFERRED INCOME

Prepaid expenses correspond to expenses relating to future periods that are paid during the year.

Deferred income corresponds to income relating to future periods that has been received during the year

or in previous years.

1.9. - DEFERRED CHARGES

Deferred charges consist of debt issuance costs and are amortized over the life of the debt.

1.10. - TAX CONSOLIDATION

A tax group was set up as of January 1, 1997 between Fimalac and certain French subsidiaries.

Companies divested during the year are removed from the tax group and eligible French companies

acquired during the year are added.

Under the group relief agreement, each company in the tax group accounts for taxes as if it was taxed on a

stand-alone basis. As head of the tax group, the Company benefits immediately from any tax savings

arising from utilization of the tax losses of subsidiaries in the tax group and is required to pass on those

savings to the subsidiaries concerned when they return to profit.


126

NOTE 2. NON-CURRENT ASSETS

2.1. - MOVEMENTS IN NON-CURRENT ASSETS

Cost at Transfers and Additions Disposals Cost at

Jan. 1, 2015 cancellations Dec. 31, 2015

Property and equipment

. Land 133 - - - 133

. Buildings and improvements 1,400 - - - 1,400

. Other property and equipment 788 - - - 788

. Assets under construction - - - -

Sub-total 2,321 - 0 0 2,321

Non-current financial assets

. Investments in subsidiaries and affiliates 938,115 2,988 (3,348) 937,755

. Advances to subsidiaries and affiliates 87,706 - 313,415 (18,674) 382,447

. Other long-term investments1

122,824 18,259 (78,881) 62,202

. Loans 2,377 - - - 2,377

. Other non-current financial assets - - - - -

Sub-total 1,151,022 - 334,662 (100,903) 1,384,781

TOTAL 1,153,343 0 334,662 (100,903) 1,387,102 (1) The "Additions" column includes €18,259 thousand for the acquisition of 237,090 Fimalac shares and the "Disposals" column includes

€76,497 thousand corresponding to 1,910,000 Fimalac shares canceled during the year.

2.2. - AMORTIZATION AND DEPRECIATION

Cost Mergers and Increases Decreases Total

Jan. 1, 2015 transfers Dec. 31, 2015

Intangible assets - - - - -

Buildings and improvements 1,329 - 5 - 1,334

Other property and equipment 699 - 13 - 712

TOTAL 2,028 - 18 - 2,046

2.3. - PROVISIONS FOR IMPAIRMENT IN VALUE

Cost Mergers and Increases Decreases Total

Jan. 1, 2015 transfers Dec. 31, 2015

Investments in subsidiaries and affiliates* 103,589 - 45,392 (3,348) 145,633

Advances to subsidiaries and affiliates - - - - -

Other long-term investments 1,696 - 192 - 1,888

Loans 2,377 - - - 2,377

TOTAL 107,662 - 45,584 (3,348) 149,898 * Provisions for impairment in value of investments in subsidiaries and affiliates mainly concern Fimalac Développement shares (€36.8 million) and Financière Portefoin shares (€7.7 million).


127

NOTE 3. ACCOUNTS RECEIVABLE

(1) Corresponding to a receivable from a company that is in the process of liquidation, which has been written down in full.

(2) The portion due beyond one year corresponds to Italian tax credits that are offset by a provision for liabilities.

Sterling-denominated loans granted to North Colonnade Ltd totaled £110,000 thousand at

December 31, 2015. Currency risks on these loans are hedged by forward sales of currencies.

Most of the Company's loans and advances are at floating rates of interest. A 100-basis point increase or

decrease in interest rates would have the effect of increasing or reducing financial income by €5.5 million

based on loans outstanding at December 31, 2015.

NOTE 4. MARKETABLE SECURITIES

See also "List of Investments"

Marketable securities at December 31, 2015 include 106,153 Fimalac shares, representing 0.39% of the

Company's capital, acquired at a total cost of €5.8 million.

Of these shares, 61,460 are being held for allocation on exercise/vesting of stock options and free shares

granted to certain executives and other Group employees and 44,693 have been earmarked for liquidity

contract transactions.

The market value of these shares – based on the average share price for December 2015 or the option

exercise price, if lower – was €7.4 million at December 31, 2015.

NOTE 5. PREPAID EXPENSES

Prepaid expenses correspond to interest paid in advance on commercial paper for €72 thousand and

prepaid operating expenses for €38 thousand.

Analysis by maturity Total Due within Due beyond

gross 1 year 1 year

Non-current assets

. Advances to subsidiaries an d affiliates 382,447 - 382,447

. Loans1

2,377 - 2,377

. Deposits - - -

Current assets

. Trade receivables 1,295 1,295 -

. Receivables from Group companies 227,105 57,725 169,380

. Prepaid and recoverable taxes2

2,524 1,359 1,165

. Other receivables 308 308 -

TO TAL 616,056 60,687 555,369


128

NOTE 6. EQUITY

6.1. - SHARE CAPITAL

At December 31, 2015, the Company's capital amounted to €118,448 thousand, divided into 26,920,000

ordinary shares with a par value of €4.40. A total of 1,910,000 shares held by the Company were canceled

by decision of the Board of Directors on April 2, 2015.

At the year-end, the Company held 264,016 shares acquired under share buyback programs, the latest of

which was authorized by the Annual Shareholders' Meeting of June 10, 2015. These shares represent

0.98% of the capital.

6.2. - ADDITIONAL PAID-IN CAPITAL AND RESERVES

The "Treasury shares reserve" account was reduced during the year to €8,575 thousand from

€70,490 thousand, reflecting a €68,093 thousand decrease resulting from the cancellation of 1,910,000

shares by decision of the Board of Directors on April 2, 2015, partly offset by an increase of

€6,178 thousand decided by shareholders in the fourth resolution of the Annual Shareholders' Meeting of

June 10, 2015.

Changes in the "Retained earnings" account reflect the distribution of a total dividend of

€107,680 thousand, pursuant to the fourth resolution of the Annual Shareholders' Meeting of

June 10, 2015, the €560 thousand in dividends on treasury shares credited to the account, and the transfer

to the "Treasury shares reserve" referred to above.

6.3. - STOCK OPTION AND FREE SHARE PLANS

The Company has granted options to purchase existing shares to certain officers and employees of the

Group. The status of the option plans at December 31, 2015 was as follows:

Grantor Date of Exercise Number of options Exercise

Board meeting period outstanding price

Fimalac 04/02/2011by tranche up to

February 4, 201619,860 31.95 €

Total number of options (each exercisable for one Fimalac share) 19,860 During the year, 139,865 options were exercised and 500 options were canceled after the grantees left the

Group.

On March 26, 2013, the Board of Directors used the authorization given by the Annual Shareholders’

Meeting of February 4, 2011 to grant 41,600 free shares – to be allocated from the Company’s treasury

shares – to certain officers and employees of the Company The shares will vest after a period of three

years, provided that the beneficiaries are still employed by the Group on the vesting date, and will then be

subject to a three-year lock-up.


129

NOTE 7. PROVISIONS FOR LIABILITIES AND CHARGES

Total Transfers Total

Type of provision Jan. 1 Contributions Increases Decreases Decreases Dec. 31

2015 Mergers (u t i l iz e d (s u rp lu s 2015

p ro v is io n s ) p ro v is io n s )

Provisions for liabilities and charges

. Pension liabilities1

1,025 - - (53) 972

858 - - (46) 812

. Industry risks 381 - - (381) - 0

. Seller's warranties 2,988 - (162) 2,826

. Other2

5,300 - 1,798 (2,804) - 4,294

. Exchange losses - - 977 - 977

. Claims and litigation3

- - 29,200 - 29,200

10,552 - 31,975 (3,446) 0 39,081

. Decontamination of formerly leased

manufacturing sites

(1) Provisions for pensions concern pension benefits payable to former Group executives.

(2) Increases in other provisions for liabilities and charges concern provisions for losses on investments in subsidiaries and for free share plan costs.

(3) Provisions are booked for known claims and litigation based on management's best estimate of the risk at the balance sheet date.

NOTE 8. LIABILITIES

Total Due within Due between Due beyond

Liabilities Gross 1 year 1 and 5 years 5 years

Bonds

. Bonds 60,000 - 20,000 40,000

. Accrued interest 665 665 - -

Bank borrowings

. Bank loans 171,900 171,900 - -

. Bank overdrafts 18,887 18,887 - -

. Accrued interest 11 11 - -

Other borrowings

. Other loans - - - -

. Advances from Group companies 544,423 544,423 - -

Accrued taxes and employee benefits expense 11,776 11,776 - -

Other liabilities 1,757 1,757 - -

TOTAL 809,419 749,419 20,000 40,000 Bank loans consist of commercial paper.

The loan agreements for the private placement notes issued in 2014 do not include any rating triggers.

However, they do include acceleration clauses based on the following hard covenant:

* Consolidated Net Debt/Consolidated Equity < 0.70


The Company's borrowings bear interest at floating rates. A 100-basis point increase or decrease in

interest rates would have the effect of increasing or reducing interest expense by €7.4 million.


130

NOTE 9. OPERATING REVENUE AND EXPENSES

Operating revenue – including strategic advisory fees received from subsidiaries – amounted to

€1,169 thousand in 2015 versus €3,346 thousand in 2014.

Operating expenses rose to €31,566 thousand from €16,712 thousand over the same period.

The operating loss for the year came to €30,397 thousand, compared with a loss of €13,366 thousand in

2014.

Financial income rose to €217,076 thousand in 2015 from €81,120 thousand the year before, primarily

due to an increase in income from portfolio securities, which in 2015 included €202,602 thousand in

dividends from Fimalac Services Financiers.

Income from loans and receivables rose to €5,671 thousand from €3,218 thousand despite a further

decline in interest rates, due to an increase in outstanding loans to subsidiaries.

Income from portfolio securities breaks down as follows:

INCOME FRO M PORTFO LIO SECURITIES 2015 2014

Fimalac Services Financiers 202,602 63,333

Financière Portefoin - -

Financière Allociné - -

Long-term investments 4,574 3,304

Marketable securities - -

207,176 66,637

Fitch Group, Inc. dividends are paid to Fimalac Services Financiers, which passes on almost the entire

amount to Fimalac in the form of a dividend.

Finance costs declined to €3,828 thousand from €4,618 thousand in 2014, mainly reflecting lower interest

rates and repayment of the syndicated loan.

Charges to provisions for impairment of long-term investments amounted to €45,584 thousand in 2015

and mainly concerned Fimalac Développement shares. In 2014, these provisions were reduced by

€9,059 thousand.

In view of the above, net financial income for the year came to €161,267 thousand versus

€72,505 thousand in 2014.

Recurring profit before tax stood at €130,870 thousand in 2015 compared with €59,139 thousand in 2014.


131

NOTE 10. NON-RECURRING INCOME AND EXPENSES

Non-recurring income and expenses represented a net expense of €29,442 thousand in 2015, reflecting

significant charges to provisions for claims and litigation.

NOTE 11. INCOME TAX

11.1. - INCOME TAX ANALYSIS

Net profit Non-recurring items

Tax at 33.33% Tax at 0% Tax at 33.33% Tax at 0%

Profit before tax 101,428 176,454 (45,584) (29,442) -

Tax 31,048 31,048 - -

Net profit for the period 132,476 207,502 (45,584) (29,442) -

Recurring profit

A 3.3% surtax is levied in France on top of the standard tax rate. Income tax expense also includes the tax

on distributed earnings.

The tax benefit on recurring profit corresponds to group relief.

11.2. - UNRECOGNIZED DEFERRED TAXES

At December 31, 2015

Type of temporary difference Assets Liabilities

UNRECO GNIZED DEFERRED TAX ASSETS

Income taxed in current period, not yet accounted for

. Unrealized gains on pooled investment vehicles - -

Charges for the year, deductible in subsequent periods

. "Contribution sociale de solidarité" surtax - -

UNRECO GNIZED DEFERRED TAX LIABILITIES

Rollover relief

. Gain on the sale of Engelhard CLAL 1,449

As head of the tax group, Fimalac has tax loss carryforwards amounting to €93,952 thousand representing

a potential future tax saving of €32,348 thousand.


132

NOTE 12. MANAGEMENT COMPENSATION

Board of Directors 610

Corporate officers 4,055

NOTE 13. RELATED PARTY TRANSACTIONS

Balance sheet Assets Liabilities

. Investments in subsidiaries and affiliates 792,122

. Advances to subsidiaries and affiliates 382,447

. Other non-current financial assets -

. Other receivables 227,105

. Borrowings 544,423

Income statement Expense Income

. Real estate and other revenues 1,080

. Income from subsidiaries and affiliates and other long-term investments 202,602

. Income from loans and receivables 5,671

. Reversals of provisions for impairment of securities

. Reversals of provisions for liabilities 2,804

. Financial expense transfers -

. Other external charges 19,872

. Interest expense 257

. Charges to provisions for impairment of investments 45,584

. Charges to provisions for liabilities 1,532

NOTE 14. OFF-BALANCE SHEET COMMITMENTS

Commitments received

Confirmed, undrawn lines of credit None

Commitments given

. Guarantees in favor of other Group companies 7,000

. Put options granted on shares in subsidiaries and affiliates 69,500

. Other commitments 13,005

Foreign currency transactions

. Forward sales of GBP 148,508

Interest rate hedges None


133

In connection with its acquisition of Webedia, the Company granted put options on the Webedia shares

(i) held by non-controlling shareholders and (ii) issued upon exercise of "BSPCE" founders warrants

granted to Webedia officers and employees. The estimated value of these puts is included on the line "Put

options granted on shares in subsidiaries and affiliates".

No material off-balance sheet commitments have been omitted from the above tables, in accordance with

French generally accepted accounting principles.

NOTE 15. SUBSEQUENT EVENTS

In February 2016, Webedia launched a €300 million rights issue. Fimalac underwrote its share of the

issue, in the amount of €290.3 million.

NOTE 16. SUBSIDIARIES AND AFFILIATES

Investments with a carrying amount

in excess of 1% of Fimalac's capital

1) Subsidiaries (at least 50%-owned)

FIMALAC SERVICES FINANCIERS S.C. 202,652 1,578,981 99.98% 202,602 202,602 - - 1,987,289 ** 1,781,382 202,602

97 rue de Lille - 75007 Paris

FIMALAC DEVELOPPEMENT SA 322,600 (33,585) 99.99% 390,000 290,767 111,523 - 8,773(**) (26,467) -

9 rue du Laboratoire - L1911 Luxembourg

FINANCIERE BOULOGNE TECHNOLOGIES SARL 29,212 4,231 99.99% 69,214 33,444 - - 4(**) (12) -

97 Rue de Lille - 75007 Paris

FINANCIERE PORTEFOIN SAS 32,171 29,385 99.99% 69,246 61,556 - - 59(**) (8,166) -

97 Rue de Lille - 75007 Paris

WEBEDIA SA* 572 174,592 79.23% 201,294 201,294 270,923 7,000 59,547 (4,176)

2 rue Paul Vaillant-Couturier - 92300 Levallois-Perret

2) Affiliates (10% to 50%-owned)

Other subsidiaries and affiliates:

1) Subsidiaries not included in Section A

French subsidiaries - - - 5,399 2,459 - - - - -

Foreign subsidiaries - - - - - - - -

2) Affiliates not included in Section A

French affiliates - - - - - - - - - -

Foreign affiliates - - - - - - - - - -

(*) Provisional data (**) Including investment income

Cost Net

Outstanding

loans and

advances from

Fimalac

Guarantees

provided by

Fimalac

2015 revenue

or net

financial

income

Company2015 profit

(loss)

Dividends paid

to Fimalac in

2015

Share capital Reserves % interest

Carrying amount of

investment

13

4


135

Number of Carrying

shares amount

1) PRINCIPAL INVESTMENTS

I) Investments in subsidiaries and affiliates

Listed - -

Unlisted F.C.B.S GIE 4,999,998 762

FIMALAC DEVELOPPEMENT 4,032,499 290,767

FIMALAC INFORMATION 900 -

FIMALAC SERVICES FINANCIERS 2,026,015 202,602

FINANCIERE BOULOGNE TECHNOLOGIES 1,825,750 33,444

FINANCIERE PORTEFOIN 3,574,568 61,556

REVUE DES DEUX MONDES 16,967,153 1,695

SEFI 9,999 2

WEBEDIA 453,882 201,294

TOTAL A 792,122

II) Other long-term investments

Listed FIMALAC 157,863 12,925

MERCIALYS 2,760,685 41,410

Unlisted FCPR LFPI CROISSANCE 100,000 5,368

AXA SECUNDARY FUND 50 210

FCPR WHITE STONE III 50,000 400

TOTAL B 60,313

III) Marketable securities

Listed FIMALAC 106,153 5,781

C-NOVA 500,000 1,107

Sicav monétaires 579

Unlisted Fonds spécialisés 842

TOTAL C 8,309

TOTAL A + B + C 860,744

2) SECURITIES WITH A CARRYING AMOUNT OF LESS THAN €15,000 -

TOTAL CARRYING AMOUNT 860,744

LIST OF INVESTMENTS


136

6.5. – REPORT OF THE STATUTORY AUDITORS ON THE COMPANY FINANCIAL

STATEMENTS

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely

for the convenience of English speaking readers. The Statutory Auditors’ report includes information

specifically required by French law in such reports, whether modified or not. This information is presented

below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’

assessments of certain significant accounting and auditing matters. These assessments were considered for the

purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate

assurance on individual account captions or on information taken outside of the financial statements.

This report also includes information relating to the specific verification of information given in the

management report and in the documents addressed to shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and

professional auditing standards applicable in France.


In compliance with the assignment entrusted to us by the Annual General Meeting, we hereby report to you,

for the year ended December 31, 2015, on:

- the audit of the accompanying financial statements of Fimalac;

- the justification of our assessments;

- the specific verifications and information required by law.

These financial statements have been approved by the Board of Directors. Our role is to express an opinion on

these financial statements based on our audit.

I – Opinion on the financial statements

We conducted our audit in accordance with the professional standards applicable in France. Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement. An audit includes performing procedures, using sampling

techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the

financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made, as well as the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial

position of the Company at December 31, 2015 and of the results of its operations for the year then ended in

accordance with French accounting principles. .


137

II – Justification of our assessments

In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de Commerce)

relating to the justification of our assessments, we bring to your attention to the following matters:

- Note 1.3 to the financial statements presents the rules and methods used for recognizing and measuring

investments. As part of our assessment of the accounting rules and principles and measurement methods

applied by the Company, we verified that these rules and methods were appropriate and had been applied

correctly.

- The Company records provisions to cover the estimated cost of certain contingencies, as described in

Notes 1.7 and 7 to the financial statements. Our procedures consisted of assessing the data and assumptions

underlying these estimates and reviewing the calculations carried out by Fimalac. As part of our assessment

of these estimates, we ensured that the assumptions used and ensuing valuations were reasonable.

The assessments were made in the context of our audit of the financial statements taken as a whole, and

therefore contributed to the formation of the opinion expressed in the first part of this report.

III – Specific verifications and information

In accordance with professional standards applicable in France, we have also performed the specific

verifications required by French law.

We have no matters to report as to the fair presentation and the consistency with the financial statements of the

information given in the management report of the Board of Directors, and in the documents addressed to the

shareholders with respect to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of article L.225-102-1 of the French

Commercial Code relating to remuneration and benefits received by corporate officers and any other

commitments made in their favour, we have verified its consistency with the financial statements, or with the

underlying information used to prepare these financial statements and, where applicable, with the information

obtained by your Company from companies controlling it or controlled by it. Based on this work, we attest to

the accuracy and fair presentation of this information.






138

6.6. – STATUTORY AUDITORS' SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND

COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and

commitments issued in French and is provided solely for the convenience of English speaking readers. This report should

be read in conjunction with, and construed in accordance with, French law and professional auditing standards

applicable in France.


In our capacity as Statutory Auditors of Fimalac, we hereby report to you on related party agreements and

commitments.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and

conditions of the agreements and commitments that have been disclosed to us or that we may have identified as

part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without

commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under

the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility

of the shareholders to determine whether the agreements and commitments are appropriate and should be

approved.

Where applicable it is also our responsibility to provide shareholders with the information required by

article R.225-31 of the French Commercial Code in relation to the implementation during the year of

agreements and commitments already approved by the Annual General Meeting.

We performed the procedures that we deemed necessary in accordance with professional standards applicable

in France to such engagements. These procedures consisted in verifying that the information given to us is

consistent with the underlying documents.

AGREEMENTS AND COMMITMENTS SUBMITTED TO THE ANNUAL SHAREHOLDERS' MEETING FOR

APPROVAL

Agreements authorized during the year

In accordance with article L.225-40 of the French Commercial Code, we were informed of the following

agreements and commitments authorized by the Board of Directors during the year.

- With Groupe Marc de Lacharrière

Persons concerned:

Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer

Jérémie Ladreit de Lacharrière, director

Eléonore Ladreit de Lacharrière, director

Bérangère Ladreit de Lacharrière, director until June 10, 2015

Clarisse Ladreit de Lacharrière, director

Bernard de Lattre, director


139

At its meetings on June 10 and December 1, 2015, the Board of Directors authorized a loan from Groupe Marc

de Lacharrière of up to €100 million to finance acquisitions. The loan bears interest at a rate corresponding to

the 3-month Euribor plus 50 basis points and is for a renewable period of one year.

The balance outstanding on the loan at December 31, 2015 was €32,772,779.17 and the corresponding interest

expense recorded by the Company during the year amounted to €72,779.17.

- With Webedia

Persons concerned:


Thierry Moulonguet, director

At its meeting on September 10, 2015, the Board of Directors authorized the Company to make an

interest-bearing current account advance to Webedia in US dollars, to finance acquisitions.

The advance may represent up to $150 million and interest is payable at a rate corresponding to the 3-month

Libor for USD loans plus 215 basis points.

The outstanding advance at December 31, 2015 was $62,777,192.77 and the corresponding interest income

recorded by the Company during the year amounted to $286,093.32.

- With Bernard de Lattre

Person concerned:


At its meeting on September 10, 2015, the Board of Directors appointed Bernard de Lattre to negotiate

potential future investments in real estate and shares during a fixed period, in light of his specific expertise in

these areas.

Bernard de Lattre is being paid a net fee, after payroll deductions, of €225,000 (corresponding to a gross fee of

€266,500) for the period from September 2015 to September 2016, payable in two instalments in

September 2015 and March 2016. The appointment is for a period of one year and may be extended if necessary,

depending on the status of negotiations.

In 2015, the Company paid a gross fee of €133,250 to Bernard de Lattre under the agreement.

AGREEMENTS AND COMMITMENTS ALREADY AUTHORIZED BY THE ANNUAL SHAREHOLDERS' MEETING

Agreements and commitments authorized in prior years

a) Agreements and commitments that remained in force and were applied in 2015

In accordance with article R.225-30 of the French Commercial Code, we were informed of the following

agreements and commitments approved by shareholders in prior years that remained in force in the year ended

December 31, 2015.

Financial information for the year ended December 31, 2 015

140


Persons concerned:







The trademark sub-licensing agreement permitting the Company to adopt its corporate name remained in force

during 2015. No fees are paid under this sub-license.

- With Fitch Group, Inc.

Persons concerned:


Thierry Moulonguet, director until June 30, 2015

A strategic advisory agreement between Fimalac, Fitch Group, Inc., Groupe Marc de Lacharrière and Hearst

was signed and came into effect on December 12, 2014. Under the terms of the agreement, the Company

provides strategic advice and support to Fitch Group, Inc. in exchange for an annual fee determined jointly by

the parties each year based on the stipulations of the shareholders' pact.

The corresponding income recognized in the Company accounts in 2015 represented €579,640.42.

- With North Colonnade

Persons concerned:


In 2007, the Company granted a £110,000,000 loan to North Colonnade, renewable at quarterly intervals and

paying interest at a rate corresponding to the 3-month Libor for GBP loans plus 60 basis points.

The balance outstanding on the loan at December 31, 2015 was £110,000,000 and the corresponding interest

income recorded by the Company during the year amounted to £1,291,387.63.

- With Webedia

Persons concerned:



The Company manages the cash position of Webedia under the Fimalac Group cash pooling agreement, in

exchange for a fee corresponding to the 3-month Euribor plus 215 basis points for loans by the pool to

Webedia and the 3-month Euribor for loans by Webedia to the pool.

The amount loaned by the cash pool to Webedia at December 31, 2015 was €230,698,370.97 and the

corresponding interest income recorded by the Company during the year amounted to €2,521,576.83.


141

b) Agreements that remained in force but were not applied in 2015

In addition, we were informed of the following agreements and commitments approved by shareholders in

prior years that remained in force but were not applied during 2015.


Persons concerned:







At its meeting on April 2, 2015, having noted that certain shareholders may wish to sell their shares, the Board

gave the Company a one-year authorization to buy back shares in small blocks to avoid depressing the share

price. Up to 1,100,000 shares could be bought back under this authorization, with each purchase to be carried

out at the price quoted for the Company's shares on the buyback date.

The authorization was not used in 2015.





Corporate governance

142

SECTION 7.

CORPORATE GOVERNANCE

7.1. – SENIOR MANAGEMENT STRUCTURE

French company law (article L.225-51-1 of the French Commercial Code) stipulates that a société anonyme is

managed either by the Chairman of the Board of Directors or by another individual appointed by the Board,

who has the title of Chief Executive Officer (Directeur Général).

Marc Ladreit de Lacharrière has been appointed by the Board to serve as Chairman of the Board of Directors

and Chief Executive Officer for the duration of his term of office as a director.

7.2. – CHAIRMAN'S REPORT (ARTICLE L.225-37 OF THE FRENCH COMMERCIAL CODE)

AND STATUTORY AUDITORS' REPORT ON THE CHAIRMAN'S REPORT

7.2.1. – CHAIRMAN'S REPORT

(Approved by the Board of Directors at its meeting of March 14, 2016)

Introduction

For matters of corporate governance, the Company refers to the MiddleNext code, which is considered as more

appropriate than the AFEP/MEDEF code to which it referred in prior years. The decision was recorded in the

Board of Directors' internal rules adopted by the Board on December 1, 2015.

The MiddleNext code provides guidance on assessing the governance of listed companies that have a reference

shareholder who runs the business. It is intended for midcaps that have the following characteristics:

- they have a significant reference shareholder,

- who may be the founder or the founder's family, and

- who also runs the business.

Fimalac meets this definition, as the Chairman and Chief Executive Officer is also the founder and his family

group owns around 90% of the shares and voting rights. The MiddleNext code, which was published in

December 2009, therefore corresponds more closely to the Group's needs.

The code's governance guidelines are organized in two sections:

- Points to be watched, corresponding to the main questions to be asked when seeking to ensure that the

governance system is effective. Companies referring to the code are asked to indicate in their

Chairman's report that the Board of Directors has examined the issues raised in this section of the

code.

- Recommendations, corresponding to the rules to be complied with by companies referring to the code.

The Chairman's report must clearly indicate how they apply these rules and if not, why not, in

accordance with the "comply or explain" principle.


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Fimalac complies with the points to be watched and recommendations presented in the code, which is dated

December 2009. The MiddleNext code may be consulted at MiddleNext's headquarters.

I. – Members of the Board of Directors, preparation and organization of Board meetings

The Board of Directors' internal rules were adopted on December 18, 2001. They have been amended several

times, most recently on December 1, 2015. A copy of the current version is presented as an appendix to this

report.

A. – Members of the Board of Directors

Directors are elected for renewable four-year terms. In accordance with the Board of Directors' internal rules,

each director must hold at least 450 Fimalac shares, acquired no later than 18 months after the date of his or

her election to the Board for the first time.

The Board of Directors currently has 14 voting members and one non-voting member:

- Marc Ladreit de Lacharrière, Chairman and Chief Executive Officer

- Pierre Blayau

- Pierre Castres Saint-Martin

- Eléonore Ladreit de Lacharrière (until March 14, 2016)

- Clarisse Ladreit de Lacharrière

- Jérémie Ladreit de Lacharrière

- Philippe Lagayette, Senior Independent Director

- Bernard de Lattre

- Thierry Moulonguet

- Jean-Charles Naouri

- Etienne Pflimlin

- Bernard Pierre

- Thomas Piquemal

- Groupe Marc de Lacharrière, corporate director represented by Eléonore Ladreit de Lacharrière

- Henri Lachmann, non-voting director

The membership of the Board is structured to enable the Group to fully leverage both the experience and the

independence of its directors.

The corporate governance code states that a director is deemed to be independent when he or she has no

relationship of any kind with the company, its group or the management of either that is such as to color his or

her judgment. At its meeting on April 2, 2015, the Board decided that five directors qualified as independent.

As in 2014, these directors are Pierre Blayau, Pierre Castres Saint-Martin, Philippe Lagayette, Etienne Pflimlin

and Thomas Piquemal. Pierre Castres Saint-Martin was considered as still qualifying as an independent

director despite having been a Board member for more than 12 years, on account of his expertise and

considerable experience and because he does not receive any compensation other than directors' fees.

The Company does not have any directors elected by employees.

At its meeting of May 27, 2009, the Board of Directors designated Philippe Lagayette as Senior Independent

Director for the duration of his term on the Board, based on the recommendation of the Selection, Nominations

and Remunerations Committee.


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In this capacity, he advises and makes proposals and recommendations to the Chairman and Chief Executive

Officer as well as to the chairmen of the different Committees of the Board. He chairs Board meetings in the

absence of the Chairman and Chief Executive Officer and in the event of the Chairman and Chief Executive

Officer's death or incapacity he would take over as acting Chairman and Chief Executive Officer.

There is also one independent non-voting director (censeur) on Fimalac's Board, Henri Lachmann, who is

invited to attend all Board meetings and may take part in Board discussions but only in a consultative capacity.

Non-voting directors are elected for a two-year term.

B. – Preparation and organization of Board meetings

1. – Frequency of Board meetings

The Board of Directors meets at least four times a year, and more frequently if necessary in the interests of the

Company. In 2015, four meetings were held, on April 2, June 10, September 10 and December 1. The average

attendance rate at these meetings was 68%.

2. – Committees of the Board

The Board of Directors has an Audit Committee and a Selection, Nominations and Remunerations Committee.

These Committees have drawn up their own internal rules, which were approved by the Board of Directors on

December 1, 2015.

a) Audit Committee

The members of the Audit Committee are Bernard Pierre, the Committee chairman, and Pierre Blayau,

Philippe Lagayette and Thomas Piquemal, who are independent directors.

The Audit Committee is responsible for informing the Board of Directors of its opinion on the annual and

interim financial statements of the Company and the Group. The purpose of its reports is to ensure that the

Board of Directors is fully informed. The Committee meets twice a year prior to the Board's review of the

interim and annual financial statements, and may hold other meetings during the year to examine specific

issues.

The Committee reviews the financial statements as a whole, the accounting principles and policies applied, the

external audit scope, the companies included in or excluded from the scope of consolidation, material risks and

off-balance sheet commitments, and any financial, accounting or risk management issues. It receives copies of

the internal auditors' reports or periodic executive summaries.

The Board ensures that the Audit Committee has sufficient time to review the financial statements and that it

receives a memorandum from the auditors presenting the salient points and the accounting options applied, as

well as a note or tables prepared by the Chief Financial Officer describing the Group's main risk exposures and

off-balance sheet commitments. The Committee may seek advice from outside consultants where necessary.

The Audit Committee met twice in 2015, on March 24 and September 3, with a 100% attendance rate.


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b) Selection, Nominations and Remunerations Committee

In 2015, the members of the Selection, Nominations and Remunerations Committee were Bernard de Lattre,

the Committee chairman, and Jean-Charles Naouri, Thierry Moulonguet and Philippe Lagayette (independent

director).

The Committee's terms of reference are described in the Board of Directors' internal rules and the Committee's

own internal rules.

In 2015, the Committee's chairman consulted the other members once, on November 26, with a 100% response

rate.

C. – Assessment of Board performance

The Board of Directors conducted an assessment of its performance in 2015 during its meeting on

March 14, 2016.

The assessment was based on a questionnaire sent by the Board secretary to all directors, including the

non-voting director. Respondents expressed satisfaction with the procedures of the Board and its committees.

Some respondents suggested that it would be useful to have more information from external sources and

comparative information about competitors' performance in the various business segments.

II. – Restrictions on the powers of the Chief Executive Officer imposed by the Board of Directors

The restrictions on the powers of the Chief Executive Officer imposed by the Board of Directors are specified

in article 1 of the Board of Directors' internal rules.

In compliance with the law, the Board of Directors has set limits on the Chairman and Chief Executive

Officer's authority to issue guarantees. At its meeting of April 3, 2014, the Board of Directors decided to renew

the annual authorization given to the Chairman and Chief Executive Officer to issue guarantees representing

up to a maximum of €30 million. This authorization was renewed for further one-year periods at the Board

meetings of April 2, 2015 and March 14, 2016.

III. – Principles and rules decided by the Board of Directors for determining executive directors' individual

compensation packages

The compensation payable to the executive director (Marc Ladreit de Lacharrière, Chairman and Chief

Executive Officer) is determined by the Board of Directors based on the recommendation of the Selection,

Nominations and Remunerations Committee. Compensation paid by the Fitch sub-group is also discussed

within the Fitch Group Remunerations and Nominations Committee.

A. – Chairman and Chief Executive Officer's compensation package

1) Compensation paid/due in France (Fimalac) – 2015

Marc Ladreit de Lacharrière's compensation package is determined by the Board of Directors, based on the

recommendation of the Selection, Nominations and Remunerations Committee. Mr. Ladreit de Lacharrière is

not a member of this Committee and does not take part in the Board's vote on his compensation package.

(i) Retainer

For a number of years, Mr. Ladreit de Lacharrière was paid an annual retainer of €1,300,000 by Fimalac.


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However, in 2012 he asked the Selection, Nominations and Remunerations Committee to reduce this amount

by 30% to €910,000 per year, effective February 1, 2012. The same reduction was applied in 2015.

In addition, since February 1, 2012, only half of this reduced amount (€455,000 per year) represents a retainer

based on the usual definition. Payment of the other half (€455,000 per year) is deferred for three years and is

contingent upon Fimalac meeting the three-year average growth target for adjusted recurring operating profit

set by the Board.

By definition, the deferred contingent compensation for 2012 and subsequent years had not yet vested as of

end-2015.

Consequently, the retainer paid to Marc Ladreit de Lacharrière in 2015 by Fimalac amounted to €455,000.

(ii) Bonus

Since 2012, Marc Ladreit de Lacharrière may also receive a long-term incentive based on average growth in

adjusted recurring operating profit over three years. Payment of this bonus is deferred to the end of the

three-year period.

Mr. Ladreit de Lacharrière did not receive any long-term incentive in 2015 because the performance

measurement period was still in progress at the year-end and the incentive is not payable until the end of that

period, i.e., in 2016.

(iii) Proposed special bonus

The Selection, Nominations and Remunerations Committee recommended to the Fimalac Board of Directors

that Marc Ladreit de Lacharrière be paid a special bonus of €3,600,000 for 2015.

On the Committee's recommendation, the Board of Directors approved this special bonus awarded in

recognition of Mr. Ladreit de Lacharrière's decisive personal involvement in:

- The sale of 30% of Fitch at a price that significantly exceeded market expectations. The shares were

sold on March 12, 2015 for $1,989.5 million and the resulting capital gain was recognized in the 2015

accounts.

- Developing the Group, particularly the Digital Division through numerous acquisitions in France and

abroad, and the Entertainment Division.

2) Compensation paid/due in the United States (Fitch Group) – 2015

As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière is paid a

retainer and a bonus in line with local market practices.

The bonus is based on Fitch Group's operating results, which continued to rise in 2015.

Senior executive compensation proposals are submitted in the first instance to the Fitch Group Remunerations

and Nominations Committee chaired by Frank Bennack, Executive Vice-Chairman of Hearst Corporation, and

are then presented to the Board of Directors of Fitch Group for approval. Mr. Ladreit de Lacharrière does not

take part in either the Committee's discussion or the Board's vote on his compensation package.


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The compensation package approved by the Board of Fitch Group is then referred up to the Fimalac Selection,

Nominations and Remunerations Committee and presented to the Fimalac Board of Directors for ratification.

Mr. Ladreit de Lacharrière does not take part in the vote.

(i) Retainer

The annual retainer paid to Marc Ladreit de Lacharrière by Fitch Group has been set at $500,000 since 2001.

(ii) Bonus

As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière receives a

bonus based on year-on-year growth in Fitch Group's consolidated EBITDA. This performance criterion has

remained unchanged since the bonus system was introduced in 2001.

Marc Ladreit de Lacharrière's 2014 bonus, calculated according to the above criterion, amounted to

$3,430,000. It was paid in the first quarter of 2015. The 2015 bonus, in the amount of $3,422,000, will be paid

in the first quarter of 2016.

3) Other information – 2015

In 2014, Marc Ladreit de Lacharrière received from Fimalac in France €31,000 in directors' fees and fringe

benefits worth €71,564. Directors' fees paid to him in 2015 were unchanged at €31,000. He was also entitled to

charge the cost of private flights to the Company, up to a maximum of €150,000. His fringe benefits for 2015

amounted to approximately €137,000.

He also received a fixed housing allowance from Fitch in the amount of $72,000, unchanged from 2014.

IV. – Specific procedures for shareholder participation at general meetings

The procedures for shareholder participation at general meetings are governed by French law and article 28 of

the Company's bylaws.

V. – Disclosures required under article L.225-100-3 of the French Commercial Code

The disclosures required under article L.225-100-3 of the French Commercial Code are presented in the Board

of Directors' report, in the section relating to information about the Company's capital.


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VI. – Internal control and risk management procedures

A. – Fimalac Group internal control objectives

The Fimalac Group's internal control procedures are designed to obtain assurance that:

All management actions and transactions conform to the Group's overall strategy, as decided by the

Board of Directors, and comply with the applicable laws and regulations, as well as with the Group's

internal standards, rules and corporate values.

The behavior of Group employees complies with the above requirements, and the financial

information submitted to the Board of Directors and disclosed to shareholders and other external

parties is fairly stated.

The aims of the internal control system include protecting and safeguarding the Group's assets, as well as

preventing and minimizing the risks of error and fraud. However, no internal control system can provide

absolute assurance that risks of errors and fraud have been completely eliminated or brought under control.

In accordance with the reference framework (Cadre de Référence) published on October 31, 2006 by the

French securities regulator (AMF) and the related guidelines for its application to financial and accounting

information published by listed companies, Fimalac considers that its internal control system as a whole

contributes to the control over its activities, to the efficiency of its operations and to the efficient utilization of

its resources.

These procedures will be applied progressively to companies in the Digital Division (Webedia) and the

Entertainment Division, in line with the Group's policy of including newly acquired companies in the internal

control system.

In companies where Fimalac exercises significant influence, responsibility for operational controls lies

primarily with their management. However, wherever appropriate, the Company has set up Strategy and

Finance Committees in agreement with the majority shareholders of the companies concerned. With regard to

subsidiaries, in principle Fimalac's control extends only to monitoring compliance with Group strategy and

overseeing the subsidiaries' financial performance. An Audit and Risks Committee has been set up for

Webedia, chaired by a member of the Fimalac Board (Thierry Moulonguet). In 2016, a similar committee will

be set up for the Entertainment Division, also chaired by Thierry Moulonguet.

The Auditors have issued a report on the section of this report describing the procedures for the preparation

and processing of financial and accounting information. This discussion therefore focuses on the procedures

concerning financial and accounting information prepared for shareholders.

B. – An internal control system tailored to the Group's specific organization structure

The organization of the Fimalac Group's internal control system mirrors its management organization:

Embedded controls – Each function in each subsidiary is responsible for defining an internal control system

that enhances the execution of transactions, protects the business's assets and contributes to managing the risks

associated with the business. Decentralization of the accounting and finance functions strengthens the

accountability of the subsidiaries' chief executives and chief financial officers for the reliability of financial

data.

A full set of delegations of authority – Management of the Fimalac Group is based on an extensive system of

delegations of authority, backed by controls to ensure that these delegations are not exceeded. The system


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makes each manager accountable for the implementation of Group and subsidiary-level policies, as well as for

the execution of the decisions and strategies of the Board of Directors, and for compliance with local laws and

regulations.

The principle of segregation of tasks – This principle applies mainly to the segregation of operating and

finance functions. Most Group units have their own finance function, which is responsible for management

reporting and contributes to measuring performance as well as providing assurance about the reliability of

information. Fimalac's consolidation department performs controls and consistency tests on financial and

accounting data, using computerized reporting applications and procedures.

The Chairman of the Fimalac Board of Directors also acts as Chief Executive Officer, with responsibility for

managing the Group. The bylaws do not contain any clauses restricting the powers of the Chairman, who is

nevertheless bound by the Board of Directors' internal rules.

The main internal control structures are as follows:

The Boards of Directors/Supervisory Boards of the subsidiaries and main associates – In each of

Fimalac's subsidiaries and main associates, the Board of Directors determines the company's strategy

and oversees its implementation. In companies with a two-tier governance structure, the Supervisory

Board oversees management of the business by the Management Board. The Board reviews all issues

concerning the company's efficient operation and makes related decisions, in line with the powers

vested in the directors by company law. The Board of Directors/Supervisory Board performs all

controls and procedures that it considers necessary. Before each meeting, the directors/Supervisory

Board members – who generally include representatives of Fimalac – receive all the information

required to enable them to exercise their judgment and they also have the right to obtain any and all

other documents that they consider useful. In addition, Finance and Strategy Committees have been set

up by the Group where appropriate to regularly monitor these entities.

The Fimalac Audit Committee is responsible for informing the Fimalac Board of Directors of its

opinion on the annual and interim financial statements. The Audit Committee reviews the financial

statements and the accounting policies applied, and examines the scope of consolidation. The

Committee ensures that it is informed of all material risks and off-balance sheet commitments. It

obtains assurance that auditor independence rules are complied with.

Group Budget Control – The Budget Control Department monitors actual monthly performance

compared to the budget, financial forecasts and cash forecasts. It also ensures that financial reporting

procedures followed by the Group’s subsidiaries are appropriate. Finance Committees have been set up

by Fimalac for Groupe Barrière, Webedia and the Entertainment Division. These committees meet at

monthly intervals.

The Group Finance Department monitors interest rate, liquidity and other financial risks, investments

of the Group's available cash, accounting principles, procedures for preparing financial statements,

results forecasts and the estimates necessary for preparing the financial statements. Key metrics, such

as actual and forecast cash positions, exposure to interest rates and subsidiary performance indicators,

are reviewed regularly to enable the necessary measures to be taken to limit the Group's exposure to

these risks.

The accounting rules issued by the individual subsidiaries ensure that financial information for each subsidiary

is fairly stated. The consolidated financial statements have been prepared in accordance with International

Financial Reporting Standards since January 1, 2005. The consolidation packages sent to Fimalac by the

subsidiaries are prepared in accordance with IFRS based on an accounting manual drawn up by Fimalac.

Fimalac's accounting and finance teams are responsible for preparing the Company and Group financial

statements under the supervision of the Chairman and Chief Executive Officer. Budget and monthly reporting


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procedures are used by Fimalac to help it to oversee the subsidiaries' operations. Based on the reporting

packages submitted by each of the subsidiaries, Fimalac's accounting and finance teams prepare quarterly

financial information as well as the interim and annual consolidated financial statements in accordance with

IFRS.

Although they are not part of the internal control system, during their audit and as required by their

professional standards, the external auditors review the accounting and internal control systems that have an

impact on the representations underlying the financial statements. They assess whether the financial statements

have been prepared in accordance with generally accepted accounting principles in order to obtain assurance

that Fimalac's financial information complies with the true and fair view principle. They present an annual and

half-yearly summary of their audit findings to the Group Finance Department and the Audit Committee,

thereby reinforcing Fimalac's internal control system. Wherever possible, the subsidiaries are audited by the

local offices of the Group auditors, to guarantee a consistent approach.

C. – Continuous implementation of internal control

Control procedures are managed and implemented on a continuous basis. The adequacy of controls and any

action to address risks more effectively are verified in real time.

The budget process – The Group has set up a decentralized, bottom-up budget process designed to increase the

accountability of the subsidiaries' chief executives for meeting budget objectives. This process represents the

cornerstone of the system used to measure the performance of the Group's subsidiaries (mainly at the level of

the Fitch, Vega, 3S and Webedia sub-groups) and of Groupe Barrière.

Information and approval system – The management and financial reporting systems are backed by

applications that generate daily cash reports, as well as requests for approval of investment and divestment

projects, requests for loan guarantees and banking or customs signature authority.

Fimalac has set up or arranged for its subsidiaries and associates to set up resources that enable them to obtain,

on a timely basis, the reliable information they need to fulfill their responsibilities. These include:

Internal information systems, such as computer applications.

Documents describing the various cross-functional committees, their meetings and the decisions made.

Internal communication of management data, such as internal reporting documents used to monitor

subsidiaries and cash positions, and management accounting documents.

Monthly reporting data for the Group's main sub-groups and associates when available.

Procedure for listing and monitoring off-balance sheet commitments – Material contracts entered into by

Fimalac are reviewed as required by the legal team to identify the commitments involved. The Group Finance

Department is consulted whenever its input is deemed necessary.

D. – Control procedures of the main sub-groups

1. – Fitch Group

For the Fitch sub-group, Fimalac fulfills its oversight duty by obtaining and utilizing the following

information:

Budgets discussed and approved prior to the start of the fiscal year.

A "newsflash" at the beginning of each month showing the revenues generated by the various ratings

segments, analyzed by major geographical segment.


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Monthly income statements, with budget-actual comparisons and explanations of the main variances.

Monthly cash reports.

Detailed monthly employee data.

Investment project status reports, including a discussion of how the projects fit in with the overall

strategy established by the Board of Directors.

Some information system adjustments have been made over the years as part of the drive to fine-tune analytic

resources for Fitch Group and Fimalac managers. In particular, in addition to the standard financial reporting

system, a "like-for-like" reporting system has been developed to automatically eliminate the effects of changes

in exchange rates and changes in the scope of consolidation, so as to enable management to monitor

underlying fluctuations more effectively in a volatile exchange rate environment.

Particular attention is paid at Fitch Group corporate level and at the level of the individual units to factors that

could have a material impact on the financial statements, with significant input from the auditors. These factors

include:

Revenue recognition rules, particularly deferred recognition.

Employee compensation and incentive policies.

Computations of current and deferred taxes, which are made more complex by Fitch Group's

increasingly international business base and the use of group relief systems.

Legal and regulatory matters.

Each sub-group submits a detailed reporting package comprising an income statement, a balance sheet and a

business analysis. Detailed instructions and reporting deadlines are issued for the preparation of half-yearly

reports.

The packages are reviewed by a central team that monitors the accounting treatment of transactions throughout

the year, generates eliminations and consolidation adjustments, and validates the highest risk items. Group

controllers make regular visits to the operating units to monitor performance, review procedures, participate in

hard-close meetings and address any one-off issues.

Strategic and operational meetings are also regularly organized, notably by the Strategy Committee, in

accordance with the management agreement signed by the parties responsible for managing the sub-group.

An Audit Committee was set up in late 2012 within Fitch Group. The Committee is made up of one

representative each from Fimalac and Hearst and is tasked with reviewing Fitch Group's financial statements.

A Remunerations and Nominations Committee has also been established, comprising one representative each

from Fimalac and Hearst.

2. – Groupe Barrière

Since acquiring a 40% stake in Groupe Barrière, Fimalac has been working to establish a reporting system

similar to those used with its other subsidiaries and associates. The following information is reported:

Budgets discussed and approved prior to the start of the fiscal year.

Monthly income statements for each activity, with budget-actual comparisons and explanations of the

main variances.

Monthly cash reports.


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Investment project status reports, including a discussion of how the projects fit in with the overall

strategy established by the Board of Directors.

Strategic and operational meetings are also regularly organized, notably by the Strategy or Finance Committee

and the Audit Committee.

3. – Entertainment Division (live entertainment production, venue management, ticketing solutions, services,

etc.)

Fimalac has set up a reporting system to obtain information from the Entertainment Division entities. Different

systems apply for subsidiaries on the one hand and affiliates on the other. Within subsidiaries, periodic

meetings are organized with the management team, and reporting packages are regularly sent to Fimalac,

enabling the Company to have a steady flow of detailed information on the subsidiaries' operations and

commitments.

The regular flow of information from affiliates is assured via the different committees set up within these

companies and Fimalac's close relations with their management.

An Entertainment Division Finance Committee was set up in late 2014.

4. – Digital Division

Since Fimalac became a shareholder of Webedia, it has been gradually setting up a Group reporting system for

the sub-group (including the companies recently acquired by Webedia) that is comparable to those used by its

historical businesses. A budget is prepared for the entire Digital Division each year. As the business grows and

is expanded, it will become necessary to deploy the same internal control procedures in each of the companies

in the Division, with certain adjustments to take into account their respective sizes and the specific features of

their activities.

Strategic and operational meetings are also regularly organized, notably by the Strategy or Finance

Committees. The Finance Committee is made up of Webedia line managers and its Finance Director, and of

representatives of Fimalac's Finance, Legal or Internal Control Departments. The Committee meets at least

once a month.

Strategy Committee members include the members of Webedia's Management Board and Fimalac's Chairman

and Chief Executive Officer.

An Audit and Risks Committee has also been set up, chaired by a member of the Fimalac Board (Thierry

Moulonguet).

5. – Fimalac (parent company)

Regular assessments are made of the Company's exposure to risks relating to warranties and litigation as well

as to broad financial risks. The assessments are submitted to the Audit Committee for review.

Risk information is submitted by the accounting and finance teams, mainly in the subsidiaries' reporting

packages, or by the legal or administrative teams, as appropriate. Once identified, risks are measured internally

and, where necessary, are discussed among the different Fimalac units concerned. At Fimalac's discretion,

external advisors are retained to make their own risk assessment and provide expertise on any specific

concerns. When necessary, Fimalac also calls on its subsidiaries' internal teams or their advisors to evaluate the

risks that have been brought to its attention through the reporting system. Depending on the type of risks

concerned and the amounts involved, the information may be reported to executive management who, after


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discussing these risks with Fimalac's legal, accounting and finance teams and its advisors, decide whether or

not to set aside a provision or take any other action to protect the Company's interests.

Fimalac's main risk exposures are discussed in the "Risk Factors" section of the Board of Directors' report.

As short-term investments and debt are centralized for the most part at the level of the parent company and the

intermediate holding companies, increased vigilance is necessary over cash and debt management processes. A

Finance Committee meets regularly at Fimalac's headquarters to review detailed cash reports and make

necessary decisions regarding short-term investments and banking relationships.

Paris, March 14, 2016



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BOARD OF DIRECTORS' INTERNAL RULES

I. – Role and responsibilities of the Board of Directors

The directors and non-voting directors shall each contribute their business skills and experience.

They have a duty of vigilance and shall freely exercise their judgment in all matters. They shall participate

independently in the decisions or work of the Board of Directors and, where applicable, the Committees of the

Board, according to their personal judgment of the issues.

In addition to the matters that fall within the competence of the Board of Directors pursuant to the applicable

laws and regulations, which include determining the Company's strategy and exercising oversight of the

Company's activities, the Board shall be responsible for approving transactions that may have a material

impact on the Group's structure, including acquisitions and divestments for a net amount in excess of

€100 million, as well as transactions or agreements giving rise to a material commitment for the Company or

the Group. The Board shall also be responsible for approving the reports of the Audit Committee and the

Selection, Nominations and Remunerations Committee. The Board may consult the Executive Committee at

any time in the event of the Chairman's permanent incapacity or death.

II. – Board practices

A. – Calling Board meetings

Meetings of the Board of Directors shall be called by the Chairman.

If the Chairman is prevented from calling a Board meeting, the meeting may be called by the Vice-Chairman if

one has been appointed.

If the Board has not met for over two months, or in an emergency, a group of directors representing at least

one-third of the Board members may call a Board meeting with a specific agenda.

In accordance with the law and the Company's bylaws, Board meetings may be called by any appropriate

method, including orally. Notice of meeting may be sent or given to directors by the Secretary of the Board.

Except in special circumstances, notice of meeting shall be sent at least eight days prior to each meeting. The

notice of meeting shall stipulate the meeting venue, which may be the Company's headquarters or any other

location.

B. – Information given to directors and non-voting directors

At the time of his or her election and during his or her term of office, each director or non-voting director shall

receive any training that he or she considers necessary to fulfill his or her duties. Such training will be

organized, proposed and paid for by the Company.

The Company shall regularly give all of the directors and non-voting directors any and all relevant

information, favorable or otherwise, including articles published in the press and analysts' research reports.

The directors and non-voting directors shall ensure that they have all information that they consider essential to

permit the Board of Directors to fulfill its role and responsibilities. They must ask for any such information

that is not given to them. Requests for such information shall be made to the Chairman and Chief Executive

Officer, who shall be required to give to each member of the Board of Directors any and all documents and

information needed to permit them to fulfill their role and responsibilities.


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C. – Meetings of the Board of Directors

The Board of Directors meets at least four times a year, and more frequently if necessary in the interests of the

Company.

The dates of the following year's meetings shall be set at the latest during the final meeting of the previous

year, other than for special meetings.

Whenever necessary, the Board of Directors may invite non-Board members to attend its meetings, including

line managers concerned by the issues discussed by the Board.

D. – Participation by videoconference or conference call

As allowed by the applicable laws and regulations, directors who participate in Board meetings by means of

videoconferencing or conference call facilities shall be considered as being present for the purpose of

calculating the quorum and voting majority, provided that the said facilities enable the directors to be properly

identified and guarantee their effective participation.

Participation by videoconference or conference call will not be allowed, however, at meetings called to

approve the financial statements of the Company and the Group or the Board of Directors' management report

on the activities of the Company and the Group.

E. – Minutes

Other than in exceptional circumstances, a draft of the minutes of the last Board meeting shall be sent to the

directors and non-voting directors at the latest with the notice of the following meeting.

The minutes shall list the names of any directors who took part in the proceedings by videoconference or

conference call. Where appropriate, they shall also describe any technical incidents during the videoconference

or conference call that disrupted the proceedings.

At each location other than the meeting venue, the director participating by videoconference or conference call

shall sign a loose attendance sheet for him or herself and for any director that he or she is representing by

proxy. The Secretary of the Board shall attach said sheet to the attendance register and shall obtain any

available evidence of the director's participation by videoconference or conference call.

III. – Committees of the Board

Article R.225-29 of the French Commercial Code and the final paragraph of article 24 of the bylaws authorize

the Board of Directors to set up committees responsible for making recommendations to the Board on specific

matters. These committees represent an extension of the Board. Their members shall be appointed by the

Board and may or may not be directors.

The committees' remit shall be set by the Board of Directors, along with the fees, if any, to be paid to their

members.

Each committee shall elect its chairman.

The term of office of Audit Committee and Selection, Nominations and Remunerations Committee members

shall be determined by the Board of Directors. Where they are also directors of the Company, they shall be

appointed for a period that ends when their term as director expires.


156

The members of the Executive Committee and the Committee for the Selection of the Chairman and Chief

Executive Officer shall be appointed for a three-year term.

The committees may seek advice and assistance from outside parties within the limits of their remit, provided

that the Chairman of the Board of Directors is notified in advance.

The Board shall be assisted in its work by an Audit Committee, a Selection, Nominations and Remunerations

Committee, a Committee for the Selection of the Chairman and Chief Executive Officer and an Executive

Committee.

A. – Audit Committee

The Audit Committee shall have at least three members, all of whom shall be independent directors,

recognized as such according to the independence criteria set forth in the MiddleNext corporate governance

code. All of the members of the Audit Committee shall be competent in financial or accounting matters.

The Audit Committee shall draw up its own rules, describing its precise remit and rules of procedure. These

rules shall be submitted for approval to the Board of Directors, which shall have sole responsibility for

determining the Committee's broad remit.

The Audit Committee's reports to the Board of Directors shall be sufficiently detailed to ensure that the Board

is fully informed. Each director and non-voting director shall receive a copy of the Committee's minutes.

B. – Selection, Nominations and Remunerations Committee

The Selection, Nominations and Remunerations Committee shall have at least two members, who shall be

either directors or non-voting directors. At least half of the members must be independent directors. The

Chairman and Chief Executive Officer shall attend meetings of the Committee at which selection and

nomination issues are discussed.

The Selection, Nominations and Remunerations Committee shall draw up its own rules, describing its precise

remit and rules of procedure. These rules shall be submitted for approval to the Board of Directors, which shall

have sole responsibility for determining the Committee's broad remit.

Concerning selection and nomination issues, except for those matters that fall within the specific remit of the

Committee for the Selection of the Chairman and Chief Executive Officer, the Selection, Nominations and

Remunerations Committee shall make recommendations to the Board of Directors concerning the membership

of the Board, the search for potential candidates for election to the Board and the desirability of proposing

incumbent directors for re-election.

Concerning remuneration issues, the Committee shall make recommendations to the Board concerning

executive directors' compensation, including any bonus and incentive plans. The Committee shall be informed

of the general compensation and benefits policies of the Company and its subsidiaries, as well as of the

compensation and benefits awarded to the Chairmen of the main subsidiaries, and shall be entitled to obtain all

information that it considers necessary in this regard. The Committee shall draw up a presentation document

for the Board of Directors.

No golden parachutes or top hat pensions may be granted to executive directors. However, in exceptional

circumstances, the Selection, Nominations and Remunerations Committee shall meet to review the matter and

submit a report to the Board of Directors, which shall have sole authority to waive or uphold this rule on a

case-by-case basis.


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The Selection, Nominations and Remunerations Committee's reports to the Board of Directors shall be

sufficiently detailed to ensure that the Board is fully informed. Each director and non-voting director shall

receive a copy of the Committee's minutes.

C. – Executive Committee

In the event of the incumbent Chairman's permanent incapacity or death and the appointment of a new

Chairman and Chief Executive Officer or Chief Executive Officer, an Executive Committee shall be set up

with responsibility for examining and advising the Fimalac Board of Directors on the Group's strategic,

economic, commercial, financial and technological objectives and the management of subsidiaries.

It shall have five members, appointed for a three-year term.

The Executive Committee shall draw up its own rules, describing its precise remit and rules of procedure.

These rules shall be submitted for approval to the Board of Directors.

The Executive Committee's reports shall be sufficiently detailed to ensure that the Board of Directors is fully

informed. Each director and non-voting director shall receive a copy of the Committee's minutes.

D. – Committee for the Selection of the Chairman and Chief Executive Officer

Before deciding on the choice of Chairman and Chief Executive Officer, the Board of Directors shall consult a

special committee made up of qualified individuals appointed for a three-year term.

In the event of the incumbent Chairman's permanent incapacity or death, the Committee's role shall be to make

recommendations to the Board concerning the choice of candidate for appointment as Chairman and Chief

Executive Officer. The Committee shall draw up its own rules, describing its precise remit and rules of

procedure. These rules shall be submitted for approval to the Board of Directors.

The Committee shall have five members, appointed for a three-year term.

Recommendations concerning the Chairman and Chief Executive Officer's compensation package shall be

made exclusively by the Selection, Nominations and Remunerations Committee and not by the Committee for

the Selection of the Chairman and Chief Executive Officer.

The reports of the Committee for the Selection of the Chairman and Chief Executive Officer to the Board of

Directors shall be sufficiently detailed to ensure that the Board is fully informed. Each director and non-voting

director shall receive a copy of the Committee's minutes.

IV. – Duties of the directors and non-voting directors

A. – General principle

Each director and non-voting director shall be familiar with the Company's bylaws, the rules applicable to

French joint stock corporations (sociétés anonymes) administered by a Board of Directors, and the rules

governing the possession and use of insider information.

B. – Protecting the Company's interests

The directors shall act in all circumstances in the Company's interests.


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Directors shall notify the Board of Directors of any actual or potential conflicts of interests and shall refrain

from taking part in any decisions where such a conflict exists or may exist.

C. – Duty of diligence

The directors and non-voting directors shall devote the necessary time and attention to their duties.

They shall limit the number of directorships held in order to have sufficient free time to devote to the business

of the Board.

They shall undertake to participate in all Board meetings, if necessary by videoconference or conference call,

unless they have serious and valid reasons for being absent, to participate in all Shareholders' Meetings to the

extent possible, and to participate in all meetings of Committees of the Board of which they are members.

D. – Duty of discretion and confidentiality

The directors and non-voting directors shall not comment personally, outside meetings of the Board, on the

matters discussed during Board meetings. All communications to third parties outside the Company shall be

issued in the name of the Board of Directors as a whole, generally in the form of press releases intended to

inform the public.

Each director and non-voting director shall be bound by a duty of confidentiality that extends beyond the duty

of discretion provided for in the fifth paragraph of article L.225-37 of the French Commercial Code (Code de

Commerce), covering all information obtained in his or her capacity as director or non-voting director that is

not publicly available.

Any director or non-voting director who fails to comply with the duty of discretion provided for in

article L.225-37 of the French Commercial Code will be required to resign. If he or she does not resign, a

resolution will be presented at the next Shareholders' Meeting to remove said director or non-voting director

from office.

E. – Stock market ethics

1. – Principles

Individual directors, permanent representatives of corporate directors and non-voting directors shall comply

with the provisions of article L.465-1 of the French Monetary and Financial Code (Code Monétaire et

Financier) and articles 621-1 to 622-2 of the General Regulations of the Autorité des Marchés Financiers

(AMF) with respect to all inside information that comes into their possession in the course of their duties.

Each director, permanent representative of a corporate director and non-voting director shall be personally

responsible for assessing whether any information that comes into their possession qualifies as insider

information, determining whether said information may or may not be used or disclosed to any other party, and

whether or not he or she may validly carry out transactions in the Company's shares, directly or indirectly, on

the strength of said information.

Directors and non-voting directors are prohibited from carrying out any transactions in the Company's shares

during the period preceding the publication of inside information and it is recommended that they also refrain

from carrying out any such transactions during the 15 days preceding the announcement of the Company's

annual and interim results.


159

2. – Obligation to report transactions in the Company's shares

In accordance with article L.621-18-2 of the French Monetary and Financial Code, directors, non-voting

directors and permanent representatives of corporate directors or non-voting directors are required to report

within five trading days to the AMF and to the Secretary of the Board of Directors any transactions in Fimalac

shares carried out either directly or by persons with whom they have close personal ties.

F. – Minimum shareholding requirements

Each director must hold at least 450 shares of the Company, no later than 18 months after the date of his or her

election to the Board for the first time.

V. – Remuneration of the directors and non-voting directors

Directors and non-voting directors shall be paid attendance fees. The total fees shall be determined by the

Annual Shareholders' Meeting and shall be allocated among directors and non-voting directors at the Board's

discretion.

Part of the total shall be allocated among the directors and non-voting directors and part shall be used to pay an

additional fee to directors and non-voting directors who are members of the Committees of the Board. The fee

awarded to each non-voting director shall represent two-thirds of the fee awarded to each director. Part of the

fee will be fixed and part will vary depending on the individual's attendance record at Board Meetings held

during the year concerned.

VI. – Assessment of Board performance

Part of at least one Board meeting per year shall be devoted to reviewing the Board's performance. In addition,

a formal assessment shall be drawn up at least once every three years. The assessment may be conducted by an

independent director, with the assistance of an outside advisor. Shareholders shall be informed every year, in

the Annual Report, of the results of the performance assessment and of any action taken as a result thereof.

VII. – Amendments to the internal rules

These internal rules may be amended by decision of the Board of Directors.

VIII. – Other

These internal rules will be published in full in the Company's annual report.

The annual report will also include full biographical details about each director and non-voting director.


160

7.2.2. – STATUTORY AUDITORS' REPORT ON THE CHAIRMAN'S REPORT This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely

for the convenience of English speaking readers. This report should be read in conjunction with, and

construed in accordance with, French law and professional auditing standards applicable in France.


In our capacity as Statutory Auditors of Fimalac and in accordance with article L.225-235 of the French

Commercial Code (Code de Commerce), we present below our report on the report prepared by the Chairman

of Fimalac in accordance with article L.225-37 of said Code for the year ended December 31, 2015.

It is the Chairman's responsibility to prepare, and submit to the Board of Directors for approval, a report

describing the internal control and risk management procedures implemented by the Company and providing

the other information required by article L.225-37 of the French Commercial Code in particular relating to

corporate governance.

It is our responsibility:

- To report to you on the information set out in the Chairman’s report on internal control and risk

management procedures relating to the preparation and processing of financial and accounting

information.

- To attest that the report sets out the other information required by article L.225-37 of the French

Commercial Code, it being specified that it is not our responsibility to assess the fairness of this

information.

We conducted our work in accordance with the professional guidelines applicable in France.

Information concerning the internal control and risk management procedures related to the preparation

and processing of accounting and financial information

The professional standards require that we perform procedures to assess the fairness of the information on

internal control and risk management procedures relating to the preparation and processing of financial and

accounting information set out in the Chairman’s report. These procedures mainly consisted of:

- Obtaining an understanding of the internal control and risk management procedures relating to the

preparation and processing of financial and accounting information on which the information presented in

the Chairman's report is based, and of the existing documentation.

- Obtaining an understanding of the work performed to support the information given in the report and of

the existing documentation.

- Determining if any material weaknesses in the internal control procedures relating to the preparation and

processing of financial and accounting information that we may have identified in the course of our work

are properly described in the Chairman's report.

On the basis of our work, we have no matters to report on the information given on internal control and risk

management procedures relating to the preparation and processing of financial and accounting information, set


161

out in the Chairman of the Board’s report, prepared in accordance with article L.225-37 of the French

Commercial Code.

Other information

We attest that the Chairman’s report sets out the other information required by article L.225-37 of the French

Commercial Code.






162

7.3. – INFORMATION ABOUT DIRECTORS AND NON-VOTING DIRECTORS

All of the members of the Board of Directors are of French nationality.


Business address: 97 rue de Lille, 75007 Paris, France

Born on November 6, 1940; aged 75

First elected: June 14, 1990 as director and April 21, 1993 as Chairman

Re-elected: February 14, 2012

Current term expires: 2016 Annual Shareholders' Meeting

Number of shares held directly at December 31, 2015: 80,450

Biographical details

After graduating from Ecole Nationale d'Administration, Marc Ladreit de Lacharrière began his career with

Banque de Suez et de l'Union des Mines, which merged with Banque de l'Indochine to form Indosuez. In 1976,

when he held the position of Investment Banking Director, he left Indosuez to join L'Oréal as Chief Financial

Officer, rising to the position of Vice-Chairman and Deputy Chief Executive Officer.

In March 1991, he left L'Oréal to set up his own company, Fimalac.

Other directorships and executive positions held in 2015

Member of the Institut de France (Academy of Fine Arts)

Chairman of the Board of Directors of:

Fitch Group (United States)

Agence France-Museums

Chairman of the Management Board of:

Groupe Marc de Lacharrière

Chairman of the Supervisory Board of:

Webedia

Director of:

Casino*

Gilbert Coullier Productions (SAS)

Groupe Barrière (SAS)

Renault*

Société Fermière du Casino Municipal de Cannes (SFCMC)*

* listed companies

Permanent representative of Fimalac on the Board of:

NextRadioTv

Permanent representative of Financière de l’Océan Indien SA on the Board of:

Ciel Ltd


163

Honorary Chairman of:

Comité National des Conseillers du Commerce Extérieur de la France

Legal Manager of:

Fimalac Participations Sarl (Luxembourg)

Senior Strategic Partner

Warburg Pincus (United States)

Member of the Board of the following non-profit organizations:


Conseil Artistique des Musées Nationaux

Fondation des Sciences Politiques

Fonds de dotation Abbaye de Lubilhac

Other directorships and executive positions held during the last five years

Chairman of:

Fitch Ratings (United States)

Director of:

L'Oréal

Member of the Board of the following non-profit organizations:

Fondation Bettencourt Schueller

L'Oréal Corporate Foundation

Musée des Arts Décoratifs

Additional Information

Marc Ladreit de Lacharrière is the first cousin of Bernard Pierre, a director of Fimalac.

* * *

Pierre Blayau, director and member of the Audit Committee

Chairman of CCR

Business address: 157 boulevard Haussmann, 75008 Paris, France

Born on December 14, 1950; aged 65

First elected: June 11, 2013


Number of shares held at December 31, 2015: 450


A graduate of Ecole Normale Supérieure de St Cloud, Ecole Nationale d'Administration and Institut d’Etudes

Politiques de Paris (IEP), Pierre Blayau began his career with the French civil service (Inspection Générale des

Finances) in 1978, before moving to the Saint-Gobain Group in 1982 to take up the position of Corporate

Planning Director.


164

Between 1984 and 1993, he successively held the positions of Chief Financial Officer, Chief Executive Officer

and Chairman and Chief Executive Officer of the Pont-à-Mousson Group. Chairman of the Pinault-Printemps

Group from 1993 to 1995, he also served as Chairman of FNAC and La Redoute from 1994. In 1996, he was

named Chairman of the Moulinex Group, a position he held until December 2000 when Moulinex merged with

Brandt.

In January 2001, he took up the position of Chairman and Chief Executive Officer of Geodis, and in

May 2008, following SNCF's takeover of Geodis, he was appointed to head the new SNCF Geodis (Transport

and Logistics) Division.

Pierre Blayau served as Chairman of the Supervisory Board of Areva from June 2013 until January 8, 2015,

and on January 14, 2015 was named Chairman of Caisse Centrale de Réassurance.


Chairman of:

Caisse Centrale de Réassurance

Harbour Conseils (SAS)

Director of:

Société d'édition de Canal Plus

Cellnex Telecom SA


Chairman and Chief Executive Officer of:

Geodis


Financière Erwewa SA (Switzerland)

Geodis

Erwewa Holding

Transport et Logistique Partenaires

Chairman of:

Geodis Freight Forwarding (SAS)

Transport Ferroviaire Holding


Areva

Société de Transports de Véhicules Automobiles – STVA

European TK'Blue Agency

Chief Executive Officer of:

SNCF Geodis

Member of the Supervisory Board of:

Société de Transports de Véhicules Automobiles – STVA

Director of:

Geodis

Geodis Holding Italia

Erwewa Holding

Transport et Logistique Partenaires


165

Transport Bernis


Member of the Managing Board of:

Geodis Freight Forwarding (SAS)

Chairman of the Human Resources Committee of:


Member of the Investment Committee of:

Arkea Capital Partenaire

* * *

Pierre Castres Saint-Martin, director

Born on April 12, 1936; aged 80


Re-elected: June 10, 2015




Pierre Castres Saint-Martin is a graduate of the HEC business school.

Between 1962 and 1979, he held various management positions with Banque Générale Industrielle La Hénin

(renamed Banque Indosuez).

In 1979, he joined L'Oréal as Legal Director. He subsequently held the positions of Chief Financial Officer and

General Counsel, Vice-President responsible for General Management and Administration, and Deputy Chief

Executive Officer. He retired in 1999.


None.


Director of:

Fitch Ratings Ltd

* * *


Founder and legal manager of the menswear brand Gili's

Business address: 28 rue Saint-Claude, 75003 Paris, France

Born on March 7, 1986; aged 30





166


A graduate of ESSCA and IFM, Clarisse Ladreit de Lacharrière joined A.P.C. in 2011 as product manager

responsible for the technical development of the brand's accessories (leather goods, shoes, belts, jewelry,

textile accessories). In 2014, she set up Gili's, a men's swimwear brand, and is currently managing the brand's

development.


Member of the Management Board of:





Clarisse Ladreit de Lacharrière is the daughter of Marc Ladreit de Lacharrière.

* * *


Executive Officer of the Culture & Diversité Foundation


Born on October 12, 1979; aged 36

First elected: February 9, 2010



Number of shares held directly at December 31, 2015: 450


A graduate of Paris Dauphine University and ESSEC Business School, Eléonore Ladreit de Lacharrière began

her career in India working for an NGO specialized in micro-credit programs for the poor. Since returning to

France, she has headed Fimalac's Culture & Diversité Foundation, which was created in 2006 by Marc Ladreit

de Lacharrière to set up cultural programs that foster social integration and equal opportunity for children

attending schools in disadvantaged neighborhoods.




Executive Officer of:

Culture & Diversité Fondation


Musée Rodin

Association Trophée d’Impro Culture & Diversité


167

Director of:

Ecole d’architecture de la ville et des territoires à Marnes la Vallée

Centre Français des Fonds et des Fondations

Fondation Kenza

Fondation Léopold Bellan

Permanent representative of Groupe Marc de Lacharrière on the Board of:

Fimalac*

* listed company

Member of the Diversity Committee of Institut Pratique du Journalisme-Paris Dauphine.

Member of the Diversity Center of the Conseil Supérieur de l’Audiovisuel (CSA).


Director of:

Fimalac Développement (Luxembourg)

Fonds Philanthropie

Eléonore Ladreit de Lacharrière is the daughter of Marc Ladreit de Lacharrière.

* * *


Born on June 25, 1977; aged 38




Number of shares held directly at December 31, 2015: 450


After graduating from Paris Dauphine University and the EPITA Graduate School of Computer Science,

Jérémie Ladreit de Lacharrière joined Microsoft in 2000 as Technical Account Manager in charge of

integrating partner systems into the MSN Shopping platform. In 2003, he was appointed Technical Products

Manager for MSN and, in 2006, he joined the International Products team to head the Windows Live project.

He became Vice President at Vega in 2011 before taking up the position of legal manager of Pôle Nord

Evénements in 2012,when he was licensed to organize live entertainment events (licenses 2 and 3).




Permanent representative of Groupe Marc de Lacharrière on the Board of Directors of:

Vega


168

Co-manager of:

Pôle Nord Evénements




Jérémie Ladreit de Lacharrière is the son of Marc Ladreit de Lacharrière.

* * *

Philippe Lagayette, Senior Independent Director, member of the Audit Committee and the Selection,

Nominations and Remunerations Committee

Born on June 16, 1943; aged 72

First elected: May 23, 2003

Re-elected: February 14, 2012




Philippe Lagayette is a graduate of Ecole Polytechnique and Ecole Nationale d'Administration.

1970: French civil servant (member of the Inspection Générale des Finances)

1974: Member of the Treasury department of the French Ministry of the Economy and Finance

1980: Under Director in the French Treasury Department

1981: Chief of staff for the French Minister of the Economy and Finance

1984: Deputy Governor of Banque de France

1992-1997: Chief Executive Officer of Caisse des Dépôts et Consignations

From July 20, 1998 to August 31, 2008, Philippe Lagayette ran JP Morgan's operations in France, as Chairman

and Chief Executive Officer of JP Morgan et Cie SA, the French subsidiary of the JP Morgan Chase Group.

From September 1, 2008 to January 31, 2010, he was Vice-Chairman of JP Morgan for the Europe/Middle

East/Africa (EMEA) region.

He is Chairman of the Fondation de Coopération Scientifique pour la Recherche sur la Maladie d'Alzheimer (a

French Alzheimer's research foundation) and the Fondation de France.


Senior Advisor:

Barclays (France)

Chairman of:

PL Conseils

Director of:

Kering (formerly PPR)*

Renault*

* listed companies


169

Positions held in non-profit organizations

Chairman of:

Fondation de France

Fondation de Coopération Scientifique pour la Recherche sur la Maladie d'Alzheimer et les Maladies

Apparentées


Chairman of:

Institut des Hautes Etudes Scientifiques

* * *

Bernard de Lattre, director and Chairman of the Selection, Nominations and Remunerations Committee

Born on August 21, 1948; aged 67



Number of shares held at December 31, 2015: 13,341


Bernard de Lattre is a graduate of Institut d'Etudes Politiques de Paris (IEP) and holds a doctorate in

economics and finance from Université Paris IX Dauphine. He began his career with Banque Indosuez, first in

Paris and then in London, before heading the Singapore subsidiary. He was subsequently named Director of

the Asia-Pacific Region and a member of the Indosuez Executive Committee. He joined Fimalac in 1996 as

International Development Director. In 1998, he took over responsibility for Fitch Ratings' subsidiaries in the

Europe/Middle East/Africa (EMEA) and Asia-Pacific Regions. He served as Chief Financial and

Administrative Officer of Fitch Group from 2010 until 2014.


Director of:

Fitch Group

Fitch Inc.

Fitch North Africa

Fondation Léopold Bellan

India Ratings and Research Pvt

North Colonnade Ltd

China LianHe Credit Rating Co Ltd

Korea Ratings




170


Chairman of:

Fitch France

Executive Vice-President of:

Fitch Group

Director of:

BMI Ltd

Fitch Poland

Fitch Italia

Fitch France

* * *

Thierry Moulonguet, director and member of the Selection, Nominations and Remunerations Committee

Born on February 27, 1951; aged 65





Thierry Moulonguet is a graduate of Institut d'Etudes Politiques de Paris (IEP) and of Ecole Nationale

d'Administration (ENA) (class of 1976). Between 1976 and 1979, he worked in the Budget department of the

French Ministry of the Economy and Finance. From 1979 to 1981, he served in the Aquitaine regional

government's economic development unit. Returning to the Ministry of the Economy and Finance from 1981

to 1986, he worked in the Treasury department's enterprise financing unit before heading the multilateral

development assistance unit. He then joined the Commission Nationale de la Communication et des Libertés in

1986, where he headed the economic and financial analysis department until 1987. Between 1988 and 1990, he

served as chief of staff for Bernard Kouchner, France's Secretary of State for Humanitarian Action at the time.

Renault, 1991-1999

Vice President, Group Financial Relations, 1991-1996

Vice President, Capital Expenditures Controller, 1996-1999

Nissan (Tokyo), 1999-2003

Executive Vice President, Chief Financial Officer, member of the Executive Committee and the Board

of Directors

Renault, January 2004-April 2011

Executive Vice President and Chief Financial Officer, also in charge of Information Systems from

2004 to 2006 and of the Regional Management Committee for the Americas from 2006 to 2008

Member of the Executive Committee

Member of the Boards of Directors of RCI Banque and Renault Retail Group

Chairman of the Nominations Committee of Volvo AB


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Revue des Deux Mondes

Vice-Chairman of the Supervisory Board of:

Webedia

Director of:

Fimalac Développement

Groupe Barrière

HSBC France

HSBC Europe

Prodways Group

Valeo*

* listed company


Director of:

Avtovaz

Fitch Ratings Ltd

Fitch Group, Inc.

RCI Banque

Renault Retail Group

Ssangyong

Executive Vice President and Chief Financial Officer of:

Groupe Renault*

* listed company

Legal Manager of:

Conseil TM (now dissolved)

* * *

Jean-Charles Naouri, director and member of the Selection, Nominations and Remunerations Committee

Chairman of Euris – Chairman and Chief Executive Officer of Casino, Guichard-Perrachon

Business address: 83 rue du Faubourg Saint Honoré, 75008 Paris, France

Born on March 8, 1949; aged 67






172


Jean-Charles Naouri is a graduate of Ecole Normale Supérieure (science major) and Ecole Nationale

d'Administration. He also studied at Harvard University. He began his career with the French Treasury

Department, as Inspecteur Général des Finances. In 1982 he was appointed chief of staff for the French

Minister of Social Affairs and National Solidarity and in 1984 took on the post of chief of staff for the French

Minister of the Economy, Finance and the Budget. In 1987, he created Euris, which became the controlling

shareholder of Rallye in 1991 and Casino in 1998. Jean-Charles Naouri has been Chairman and Chief

Executive Officer of Casino since March 2005.


Chairman of:

Euris (SAS)


Casino, Guichard Perrachon*

Casino Finance

* listed company


Companhia Brasileira de Distribuicao (CBD)*

Cnova N.V.* (until August 28, 2015 when his term as director expired)

Rallye*

Wilkes Participaçoes (until August 20, 2015 when his term as director expired)

* listed companies

Member of the Advisory Committee of:

Banque de France

Chairman/Honorary Chairman/Vice-Chairman of the following non-profit organizations:

Promotion des Talents (Chairman)

Fondation Euris (Chairman)

Institut de l'Ecole Normale Supérieure (Honorary Chairman and director)

Fondation Casino (Vice-Chairman)


Chairman and Chief Executive Officer, then Chairman of the Board of Directors then Chairman of the

Supervisory Board of:

Monoprix

Chief Executive Officer of:

Rallye SA


Monoprix

Legal Manager of:

SCI Penthièvre Neuilly


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Casino corporate foundation

Additional Information

Jean-Charles Naouri is Chairman and Chief Executive Officer of Casino, a company rated by Fitch Ratings.

* * *

Etienne Pflimlin, director

Chairman of Crédit Mutuel until October 14, 2010

Business address: 88/90 rue Cardinet, 75017 Paris, France

Born on October 16, 1941; aged 74






A graduate of Ecole Polytechnique and Ecole Nationale d'Administration, honorary advisor to the Cour des

Comptes (National Audit Office), Etienne Pflimlin is Honorary Chairman of Crédit Mutuel Centre Est Europe

and Banque Fédérative du Crédit Mutuel à Strasbourg and Honorary National Chairman of Crédit Mutuel.


Honorary Chairman of:

Banque Fédérative du Crédit Mutuel

Caisse Centrale du Crédit Mutuel

Caisse Fédérale de Crédit Mutuel

Confédération Nationale du Crédit Mutuel

Fédération du Crédit Mutuel Centre Est Europe

Société d'Etudes et de Réalisation pour les Equipements Collectifs – Soderec

Caisse de Crédit Mutuel Strasbourg Esplanade

Editions Coprur

Chairman of:

Le Monde Entreprises

Fondation du Crédit Mutuel

Director of:

Mouvement Européen-France

Revue des Deux Mondes


Le Monde et Partenaires Associés


174



Crédit Industriel et Commercial

Société Alsacienne de Publications "L'Alsace"

Director of:

Assurances du Crédit Mutuel Vie et IARD

Assurances du Crédit Mutuel Vie-SFM

Caisse de Crédit Mutuel Strasbourg Esplanade

Financière du Crédit Mutuel

Foncière ACM

EBRA

Groupe des Assurances du Crédit Mutuel

Société Française d'Edition de Journaux et d'Imprimés Commerciaux "L'Alsace"


Le Monde SA

Société Editrice du Monde

Permanent representative of Caisse Centrale du Crédit Mutuel on the Board of:

Crédit Mutuel CIC Asset Management

Permanent representative of Banque Fédérative du Crédit Mutuel on the Board of:

Crédit Mutuel Finance (renamed CM-CIC AM)

Permanent representative of Fédération du Crédit Mutuel Centre Est Europe on the Boards of:

Euro Information

Sofedis

Permanent representative of CIC on the Boards of:

Banque Scalbert Dupont

CIC Est

Crédit Industriel de l'Ouest

Crédit Industriel d'Alsace et de Lorraine

Crédit Industriel de Normandie

Société Bordelaise de CIC

Member of the Management Committee of:

EBRA

* * *

Bernard Pierre, director and Chairman of the Audit Committee

Chairman of the Supervisory Board of Fremapi

Business address: 28/30 rue Fernand Pelloutier, 92110 Clichy, France

Born on January 9, 1939; aged 77




175




After graduating from Ecole Polytechnique, Bernard Pierre began his career with the Direction Technique des

Armements Terrestres, the government army weapons development and manufacturing agency, where he held

positions in the areas of both engineering and manufacturing. In 1973, he joined the Alcatel-Alsthom Group

where he held management positions in various subsidiaries, including Chairman and CEO of Saft (batteries)

and Alcatel Câbles (underground and underwater power and telecommunications cables). He subsequently

joined the Group management team, with responsibility for technical, industrial and international operations.

He left Alcatel-Alsthom in 1996 to become Chairman and CEO of the Franco-American joint venture

Engelhard-Clal.



Semp SA (Spain)


Fremapi

Director of:

Holdec MP



SPTI SA

Additional information

Bernard Pierre is the first cousin of Marc Ladreit de Lacharrière, Fimalac's Chairman and Chief Executive

Officer.

* * *

Thomas Piquemal, director and member of the Audit Committee

Group Senior Executive Vice President, Finance for EDF

Business address: 22-30 avenue de Wagram, 75008 Paris, France

Born on May 13, 1969; aged 46





176


A graduate of ESSEC business school, Thomas Piquemal started his career in 1991 at accounting firm Arthur

Andersen. In 1995, he joined the Mergers and Acquisitions Department of Lazard Frères, becoming a

Managing Partner of the bank five years later. At the end of 2008, he took on responsibility for the strategic

partnership between Lazard and the US-based investment fund Apollo. On January 19, 2009, he joined Veolia

Environnement as Senior Executive Vice President, Finance, and member of the Executive Committee. In

February 2010, he joined EDF as Group Senior Executive Vice President, Finance.


Group Senior Executive Vice President, Finance of:

EDF*

* listed company

Director of:

EDF Energy Holdings Ltd

EDF Energies Nouvelles

EDF International

Edison SpA

EDF Trading

Fimalac*

TI GF Holding

* listed company


Dalkia SAS

ERDF

RTE EDF Transport


Chairman of:

VEES

VE Service Ré

Veolia Environnement Informations et Technologies

Member of:

LAZ-MD Holdings LLC

LFCM Holdings LLC

Director of:

Dalkia International

EDF Energy UK

EDF Trading Ltd

Transalpina di Energia

Veolia Propreté

Veolia Transport

Veolia PP Finance

Veetra

Veolia Environnement North America Operations

Veolia Environmental Services UK


177

Veolia Environnement UK

Veolia Environmental Services Holdings


A&B de Dalkia

EnBW AG

Eolfi

Compagnie Générale des Eaux – Veolia Eau

Chief Operating Officer (United States) of:

EDF International

* * *

Henri Lachmann, non-voting director

Business address: 35 rue Joseph Monier, 92500 Rueil Malmaison, France

Born on September 13, 1938; aged 77

First elected: December 3, 2002





Graduate of Ecole des Hautes Etudes Commerciales (1961)

French chartered accountant

1963: Auditor then Audit Manager, Arthur Andersen

1970: Director, Business Plans and Budgets, then Chief Executive Officer, Compagnie

Industrielle et Financière de Pompey

1976: Chief Executive Officer of Forges de Strasbourg, a subsidiary of Pompey

1983-1998: Chairman and Chief Executive Officer of Forges de Strasbourg and Chief Executive

Officer of Pompey

1999: Chairman and Chief Executive Officer of Schneider Electric SA

2006-2012: Chairman of the Supervisory Board of Schneider Electric SA



Centre Chirurgical Marie Lannelongue

Director of:

Carmat

Planet Finance

Culture & Diversité Fondation

Fondation Entreprendre

Schneider Electric SA*

* listed company


178


Groupe Norbert Dentressangle*

* listed company

Chairman of Institut Télémaque




* listed company

Vice-Chairman of the Board of Directors of:


* listed company

Vice-Chairman and Treasurer of:

Institut Montaigne


Vivendi*

* listed company

President of the Civil Law Initiative (Fondation pour le droit continental)

Member of the Conseil des Prélèvements Obligatoires

Member of the Steering Committee of Institut de l'Entreprise

* * *


A joint-stock company (société anonyme) with a Management Board and a Supervisory Board

Address: 11 bis rue Casimir Périer, 75007 Paris, France

Date of incorporation: February 6, 1985



Number of shares held at December 31, 2015: 23,181,092

Groupe Marc de Lacharrière is a holding and management company owned and controlled by Marc Ladreit de

Lacharrière.

* * *

To the best of the Company's knowledge, in the last five years, none of the current members of the Board of

Directors has been:

Convicted in relation to fraudulent offences.

Associated with any bankruptcies, receiverships or liquidations.


179

Subject to any official public incrimination and/or sanction by statutory or regulatory authorities

(including designated professional bodies).

Disqualified by a court from acting as a member of the administrative, management or supervisory

bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.

As far as the Company is aware, other than as explained in this section and in the "Directors' interests" section

below, there are no:

Conflicts of interests between the duties to Fimalac of the members of the Board of Directors and their

private interests and/or other duties.

Service contracts between any member of the Board of Directors and Fimalac or any of its subsidiaries

providing for the payment of termination benefits.

7.4. – DIRECTORS' INTERESTS

7.4.1. – DIRECTORS' INDIVIDUAL COMPENSATION PACKAGES

Summary of compensation paid and stock options and performance shares granted to Marc Ladreit de

Lacharrière, sole executive director of Fimalac.

Marc Ladreit de Lacharrière is paid compensation by Fimalac in France, in his capacity as Chairman and Chief

Executive Officer, and by Fitch Group in the United States, in his capacity as Chairman.

I) Compensation paid/due in France (Fimalac) – 2015

Marc Ladreit de Lacharrière's compensation package is determined by the Board of Directors, based on the

recommendation of the Selection, Nominations and Remunerations Committee. Mr. Ladreit de Lacharrière is

not a member of this Committee and does not take part in the Board's vote on his compensation package.

(i) Retainer

For a number of years, Mr. Ladreit de Lacharrière was paid an annual retainer of €1,300,000 by Fimalac.

However, in 2012 he asked the Selection, Nominations and Remunerations Committee to reduce this amount

by 30% to €910,000 per year, effective February 1, 2012. The same reduction was applied in 2015.

In addition, since February 1, 2012, only half of this reduced amount (€455,000 per year) represents a retainer

based on the usual definition. Payment of the other half (€455,000 per year) is deferred for three years and is

contingent upon Fimalac meeting the three-year average growth target for adjusted recurring operating profit

set by the Board.

By definition, the deferred contingent compensation for 2012 and subsequent years had not yet vested as of

end-2015.

Consequently, the retainer paid to Marc Ladreit de Lacharrière in 2015 by Fimalac amounted to €455,000.


180

(ii) Bonus

Since 2012, Marc Ladreit de Lacharrière may also receive a long-term incentive based on average growth in

adjusted recurring operating profit over three years. Payment of this bonus is deferred to the end of the

three-year period.

Mr. Ladreit de Lacharrière did not receive any long-term incentive in 2015 because the performance

measurement period was still in progress at the year-end and the incentive is not payable until the end of that

period, i.e., in 2016.

(iii) Proposed special bonus

The Selection, Nominations and Remunerations Committee recommended to the Fimalac Board of Directors

that Marc Ladreit de Lacharrière be paid a special bonus of €3,600,000 for 2015.

On the Committee's recommendation, the Board of Directors approved this special bonus awarded in

recognition of Mr. Ladreit de Lacharrière's decisive personal involvement in:

- The sale of 30% of Fitch at a price that significantly exceeded market expectations. The shares were

sold on March 12, 2015 for $1,989.5 million and the resulting capital gain was recognized in the 2015

accounts.

- Developing the Group, particularly the Digital Division through numerous acquisitions in France and

abroad, and the Entertainment Division.

II) Compensation paid/due in the United States (Fitch Group) – 2015

As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière is paid a

retainer and a bonus in line with local market practices.

The bonus is based on Fitch Group's operating results, which continued to rise in 2015.

Senior executive compensation proposals are submitted in the first instance to the Fitch Group Remunerations

and Nominations Committee chaired by Frank Bennack, Executive Vice-Chairman of Hearst Corporation, and

are then presented to the Board of Directors of Fitch Group for approval. Mr. Ladreit de Lacharrière does not

take part in either the Committee's discussion or the Board's vote on his compensation package.

The compensation package approved by the Board of Fitch Group is then referred up to the Fimalac Selection,

Nominations and Remunerations Committee and presented to the Fimalac Board of Directors for ratification.

Mr. Ladreit de Lacharrière does not take part in the vote.

(i) Retainer

The annual retainer paid to Marc Ladreit de Lacharrière by Fitch Group has been set at $500,000 since 2001.


181

(ii) Bonus

As Chairman of Fitch Group and President of its Strategy Committee, Marc Ladreit de Lacharrière receives a

bonus based on year-on-year growth in Fitch Group's consolidated EBITDA. This performance criterion has

remained unchanged since the bonus system was introduced in 2001.

Marc Ladreit de Lacharrière's 2014 bonus, calculated according to the above criterion, amounted to

$3,430,000. It was paid in the first quarter of 2015. The 2015 bonus, in the amount of $3,422,000, will be paid

in the first quarter of 2016.

III) Other information – 2015

In 2014, Marc Ladreit de Lacharrière received from Fimalac in France €31,000 in directors' fees and fringe

benefits worth €71,564. Directors' fees paid to him in 2015 were unchanged at €31,000. He was also entitled to

charge the cost of private flights to the Company, up to a maximum of €150,000. His fringe benefits for 2015

amounted to approximately €137,000.

He also received a fixed housing allowance from Fitch in the amount of $72,000, unchanged from 2014.

Fimalac stock options granted to Marc Ladreit de Lacharrière

2011 Plan – Purchase options

Date of Shareholders' Meeting February 4, 2011

Date of Board Meeting February 4, 2011

Number of options granted

of which to Marc Ladreit de Lacharrière

200,250

80,000

Start of exercise period February 4, 2011

End of exercise period February 4, 2016

Exercise price €31.95

Exercise terms In 3 graduated tranches

Options exercised during the period 80,000

Options canceled during the period 0

Number of options outstanding at December 31, 2015 0

Pension benefits

At its meeting of November 25, 1982, the Board of Directors approved a top hat pension plan for Fimalac’s

executives, including executive directors. This plan was amended on December 3, 2002.

The purpose of the plan is to guarantee eligible executives (i.e., mainly executives who have completed at least

ten years’ service) an annual pension of between 30% and 55% of their average annual compensation for their

final three years before retirement. The amount of the pension paid under the plan, less statutory pension

benefits, may not exceed six times the annual ceiling for social security contributions.

Marc Ladreit de Lacharrière became entitled to pension benefits on February 1, 2012 under both the statutory

and top-hat plans.


182

Stock options granted during the year

None.

Stock options exercised during the year

80,000 options.

Performance shares granted during the year

None.

Performance shares that vested during the year

None.

Relations with the principal shareholder

The trademark sub-licensing agreement with Groupe Marc de Lacharrière permitting the Company to adopt its

corporate name remained in force during 2015. The Fimalac name is owned by Marc Ladreit de Lacharrière.

As in 2014, no license fee was paid under this agreement in 2015.

Groupe Marc de Lacharrière contributes to the Group's central costs which are paid by the FCBS GIE

intercompany partnership, as explained below. It also plays a role in determining the Group's development

strategy and related transactions and projects. No management fees were paid for these services in 2015 by

either Fimalac or its subsidiaries.

Information on any employment contracts, supplementary pension plans or commitments made by the

Company on behalf of executive directors

Executive

Director

Employment

contract

Supplementary

pension plan

Compensation for loss of

office

Non-compete

indemnity

Yes No Yes No Yes No Yes No

Marc Ladreit de Lacharrière X X X X

***


As a member of the Fimalac Board of Directors, Jérémie Ladreit de Lacharrière received directors’ fees of

€31,000 for 2015. He was also paid gross compensation of €18,000 by Pôle Nord Evénements and €90,000 by

Groupe Marc de Lacharrière, an amount that was rebilled to Trois-S.


183


For 2015, Eléonore Ladreit de Lacharrière was paid gross compensation of €75,358 by Groupe Marc de

Lacharrière, an amount that was rebilled to the FCBS GIE intercompany partnership. As a member of the

Fimalac Board of Directors, Eléonore Ladreit de Lacharrière received directors’ fees of €31,000 for 2015.

Bérangère Ladreit de Lacharrière, director

As a member of the Fimalac Board of Directors, Bérangère Ladreit de Lacharrière received directors’ fees of

€31,000 for 2015.


As a member of the Fimalac Board of Directors, Clarisse Ladreit de Lacharrière received directors’ fees of

€31,000 for 2015.

Pierre Castres Saint-Martin, independent director

As a member of the Fimalac Board of directors, Pascal Castres Saint-Martin received directors' fees of €34,000

for 2015.


As a member of their respective Boards of Directors, Thierry Moulonguet received directors' fees of €32,500

from Fimalac, €150,000 from Fimalac Développement, €36,000 from Fitch and €47,484 from Groupe Barrière

for 2015.


As a member of the Fimalac Board of Directors, Bernard de Lattre received directors' fees of €34,000 for 2015.

In addition, by decision of the Board of Directors on September 10, 2015, he was paid a special gross fee of

€133,250 for exceptional work performed at the Board's request. He was also paid a gross fee of $573,326 by

Fitch.

Stock options granted during the year

None.

Stock options exercised during the year

None.

Free shares granted during the year

None.

Free shares that vested during the year

None.

Directors' fees

Fixed

portion1

Variable portion

Total fees

Board

members

Audit

Committee

members

SNR Committee

members3

Special fees Total variable

portion2

Marc Ladreit de Lacharrière 11,000 20,000 20,000 31,000

Pierre Blayau 11,000 20,000 3,000 23,000 34,000

Pierre Castres Saint-Martin 11,000 0 0 11,000

Jérémie Ladreit de Lacharrière 11,000 20,000 20,000 31,000

Eléonore Ladreit de Lacharrière 11,000 20,000 20,000 31,000

Clarisse Ladreit de Lacharrière 11,000 0 0 11,000

Bérangère Ladreit de Lacharrière 11,000 0 0 11,000

Bernard de Lattre 11,000 20,000 3,000 23,000 34,000

Philippe Lagayette 11,000 20,000 3,000 1,500 24,500 35,500

Thierry Moulonguet 11,000 20,000 1,500 21,500 32,500

Jean-Charles Naouri 11,000 0 1,500 1,500 12,500

Etienne Pflimlin 11,000 20,000 20,000 31,000

Bernard Pierre 11,000 20,000 6,000 26,000 37,000

Thomas Piquemal 11,000 20,000 3,000 23,000 34,000

Henri Lachmann 7,333 0 0 7,333

Groupe Marc de Lacharrière (represented

by Eléonore Ladreit de Lacharrière)

11,000

20,000

20,000

31,000

Total 172,333 220,000 15,000 7,500 242,500 414,833

(1) Decided at the Board Meeting of June 15, 2015. Paid in June 2015.

(2) Decided at the Board Meeting of March 14, 2016. Paid in April 2016.

(3) Selection, Nominations and Remunerations Committee.

18

4


185

7.4.2. – FUNDING OF CENTRAL SERVICES BY GROUP COMPANIES

An intercompany partnership operates within the Fimalac Group, of which a number of Group companies are

members.

The partnership exists to fund the Group’s central services and provide the resources required to facilitate,

develop and improve the business and results of its members. To this end, the partnership provides services to

Group companies in the areas of administration, finance, accounting, legal affairs, budget control and internal

and external communications, as well as acting in an advisory capacity.

The partnership allocates expenses among Group companies at cost, in accordance with the guidelines

established in internal rules accepted by all the companies concerned.

Although this organization is not governed by article L.225-38 (related party agreements) of the French

Commercial Code, Fimalac has elected to include its membership of the intercompany partnership in the scope

of agreements governed by this article, in accordance with the principles of best corporate governance practice.

In fiscal 2015, contributions by Fimalac to the intercompany partnership amounted to €14.8 million excluding

tax.

The cost allocation key used to prepare the 2016 budget was determined by applying the rules set out in the

appendix to the intercompany partnership’s internal rules.

On that basis, Fimalac's estimated contribution for 2016 will be approximately €8.2 million, plus VAT. This

amount may be adjusted to take into account any amendments to the budget or any changes in the membership

of the intercompany partnership.

7.4.3. – CASH POOLING AGREEMENT

Fimalac operates a cash pooling system on behalf of the majority of Group companies, in the best interests of

all participating entities. Under this system, Fimalac makes advances to subsidiaries to meet their short-term

cash needs, while subsidiaries with surplus cash loan the amounts in question to Fimalac. Fimalac also

negotiates all short-term bank loans and overdraft facilities and invests surplus cash in interest-bearing

instruments.

7.4.4. – OTHER AGREEMENTS ENTERED INTO IN PRIOR YEARS AND WHICH REMAINED IN FORCE IN

2015

With Groupe Marc de Lacharrière

The trademark sub-licensing agreement permitting the Company to adopt its corporate name remained in force

during 2015. No fees are paid under this sub-license.

With Fitch Group, Inc. and Groupe Marc de Lacharrière

A strategic advisory agreement between Fimalac, Fitch Group, Inc., Groupe Marc de Lacharrière and Hearst

was signed and came into effect on December 12, 2014. Under the terms of the agreement, the Company

provides strategic advice and support to Fitch Group, Inc. in exchange for an annual fee determined jointly by

the parties each year based on the stipulations of the shareholders' pact.


186

With North Colonnade

In 2007, the Company granted a £110,000,000 loan to North Colonnade, renewable at quarterly intervals and

paying interest at a rate corresponding to the 3-month Libor for GBP loans plus 60 basis points.

With Webedia

The Company manages the cash position of Webedia under the Fimalac Group cash pooling agreement, in

exchange for a fee corresponding to the 3-month Euribor plus 215 basis points for loans by the pool to

Webedia and the 3-month Euribor for loans by Webedia to the pool.

7.4.5. – AGREEMENTS AUTHORIZED DURING THE YEAR

With Groupe Marc de Lacharrière

At its meetings on June 10 and December 1, 2015, the Board of Directors authorized a loan from Groupe Marc

de Lacharrière of up to €100 million to finance acquisitions. The loan bears interest at a rate corresponding to

the 3-month Euribor plus 50 basis points and is for a renewable period of one year.

With Webedia

At its meeting on September 10, 2015, the Board of Directors authorized the Company to make an

interest-bearing current account advance to Webedia in US dollars, to finance acquisitions.

The advance may represent up to $150 million and interest is payable at a rate corresponding to the 3-month

Libor for USD loans plus 215 basis points.

With Bernard de Lattre

At its meeting on September 10, 2015, the Board of Directors appointed Bernard de Lattre to negotiate

potential future investments in real estate and shares during a fixed period, in light of his specific expertise in

these areas.

Bernard de Lattre is being paid a net fee, after payroll deductions, of €225,000 (corresponding to a gross fee of

€266,500) for the period from September 2015 to September 2016, payable in two instalments in

September 2015 and March 2016. The appointment is for a period of one year and may be extended if

necessary, depending on the status of negotiations.

7.4.6. – LOANS AND GUARANTEES GRANTED TO OR ON BEHALF OF DIRECTORS

None.


7.5. – LIST OF TRANSACTIONS GOVERNED BY ARTICLE L.621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

Person/entity concerned Security

type

Transaction type Date of

transaction

On/off market Unit

price (€)

Transaction amount (€)

Groupe Marc de Lacharrière Shares Purchase Feb. 5, 2015 On market 68.97 68,970.00

Groupe Marc de Lacharrière Shares Purchase April 7, 2015 On market 80.34 148,314.10



Groupe Marc de Lacharrière Shares Purchase Sept. 11, 2015 On market 80.93 168,334.40






Groupe Marc de Lacharrière Shares Purchase Nov. 16, 2015 On market 80.50 153,111.00

Groupe Marc de Lacharrière Shares Purchase Dec. 16, 2015 On market 77.78 90,618.83

Fondation Culture & Diversité Shares Purchase April 30, 2015 On market 85.50 2,009,250.00

18

7


188

7.6. – EMPLOYEE PROFIT-SHARING PLANS

(see Note 5.12 to the consolidated financial statements)

7.6.1. – PROFIT-SHARING AND INCENTIVE BONUS AGREEMENTS

None.

7.6.2. – MANAGEMENT STOCK OPTIONS

Options

granted/exercised

Exercise

Price

(€)

Plan

Options granted by Fimalac or other Group

companies to the ten employees (other than

officers and executive directors) who received

the greatest number of options

None

Options granted by Fimalac or other Group

companies exercised during the year by the ten

employees who exercised the greatest number

of options

138,790 31.95 2011

General information about Fimalac and its capital

189

SECTION 8.

GENERAL INFORMATION ABOUT FIMALAC AND ITS

CAPITAL

8.1. – LEGAL INFORMATION

Company name

The Company’s name is F. Marc de Lacharrière (Fimalac).

Registration particulars

Fimalac is registered with the Paris Companies Registry under number 542 044 136. Its APE (business

identifier code) is 6420Z.

Date of incorporation and term

The Company was incorporated on May 9, 1877. Its term expires on December 31, 2034, unless it is wound up

in advance or its term is extended.

Headquarters

The Company's headquarters are located at 97 rue de Lille, 75007 Paris, France.

Phone: +33 (0)1 47 53 61 50.

Legal form and governing law

The Company is a French joint stock company (société anonyme) governed by a Board of Directors. It is

subject to French law, notably the provisions of Book II of the French Commercial Code (Code de Commerce).

Corporate purpose (article 2 of the bylaws)

The purpose of the Company is to conduct any and all industrial, commercial, financial, securities and real

estate operations and any and all service activities.

The Company may also acquire interests in any French or foreign company or venture, by forming any French

or foreign company or venture, by purchasing or subscribing to shares, bonds or other securities and rights of

ownership, by participating in mergers or other business combinations or by any other means.

It may also perform any treasury transactions with related companies, as authorized by the applicable

legislation.


190

Fiscal year (article 32 of the bylaws)

Following shareholder approval of the change of year-end at the Annual Shareholders’ Meeting of

February 14, 2012, the Company’s fiscal year begins on January 1 and ends on December 31.

Appropriation of profit (articles 33 and 34 of the bylaws)

The Company’s profit or loss for the year corresponds to net revenue for the year less overheads and all other

expenses, including charges to depreciation, amortization, and provisions.

Five percent of net profit for each year is credited to the legal reserve until such time as the legal reserve

represents one-tenth of the capital. Further annual transfers are made on the same basis if the legal reserve falls

to below one-tenth of the capital, whatever the reason.

The following amounts are then deducted from the balance of profit for the year, plus retained earnings

brought forward from the prior year and any reserves to be distributed, in the order indicated:

1) A non-cumulative first dividend in an amount corresponding to 5% of the paid-up value of shares.

2) Any amounts that the Shareholders’ Meeting decides to appropriate to any extraordinary, general or

special reserves or to carry forward, based on the recommendation of the Board of Directors.

Any balance remaining is distributed to shareholders as an additional dividend.

Cash dividends may be paid by check or bank transfer, or by post-office check or transfer or sent to

shareholders at their address recorded in the Company’s register. The Shareholders’ Meeting may offer

shareholders the option of receiving all or part of the final dividend or any interim dividend in the form of

shares, subject to compliance with the law.

Shareholders' Meetings

Notice of Meeting (article 26 of the bylaws)

Shareholders’ Meetings are called and conduct business in accordance with the law. The meetings are held on

the date and at the time and place indicated in the notice of meeting. They may be held outside the town in

which the Company has its headquarters.

Shareholders' Meetings may be called verbally and without notice if all the shareholders are present or

represented.

Participation (article 28 of the bylaws)

All shareholders may participate in Shareholders’ Meetings in person or by proxy in accordance with the

conditions laid down by law, provided that they present proof of their identity and ownership of shares, as

follows:


191

1) Ownership of registered shares is evidenced by an entry in the shareholder's name in the share register kept

by the Company or its registrar.

2) Holders of bearer shares are required to file a certificate issued by the bank or broker that keeps their share

account, in accordance with the applicable regulations, stating that sale of the shares has been blocked up to

the date of the meeting.

These formalities must be completed by 12:00 a.m. (CET) on the second business day preceding the meeting.

To be entitled to participate in Shareholders’ Meetings, shareholders must own or represent by proxy at least

one share fully paid up to the extent called.

Shareholders may give proxy to their spouse or to another shareholder.

Quorum – Voting rights (article 30 of the bylaws)

The quorum is calculated at Ordinary and Extraordinary Shareholders’ Meetings on the basis of all shares that

are issued and outstanding, and at Special Shareholders’ Meetings, on the basis of all shares in the relevant

class less any shares stripped of voting rights in application of the law.

Each shareholder has a number of voting rights that is proportionate to the par value of the shares held or

represented by proxy, without limitation.

The following shares carry double voting rights:

a) All fully paid-up shares registered in the name of the same holder for at least two years.

b) All bonus shares paid up by capitalizing reserves, profit or additional paid-in capital, that are attributed in

respect of registered shares carrying double voting rights.

Double voting rights are automatically stripped from any registered shares that are converted into bearer shares

or sold. However, registered shares are not stripped of double voting rights and the above-mentioned two-year

qualifying period continues to run following the transfer of shares included in the estate of a deceased

shareholder, or in connection with the settlement of the marital estate, or an inter vivos gift to a spouse or a

relative in the direct line of succession.

Postal votes may be cast in accordance with the provisions of the applicable laws and regulations.

Resolutions are adopted by a straight majority of the votes cast by shareholders present or represented by

proxy at Ordinary Shareholders’ Meetings, and by a two-thirds majority of the votes cast by shareholders

present or represented by proxy at Extraordinary Meetings.

Disclosure thresholds (article 9 of the bylaws)

Any shareholder whose direct or indirect interest increases to above or falls to below 2% of the Company's

capital or voting rights or any multiple thereof is required to inform the Company within 15 days. In the case

of failure to comply with these disclosure rules, at the request of one or more shareholders holding at least 2%

of the Company's capital or voting rights, the undisclosed shares will be stripped of voting rights at all

shareholders' meetings held within two years of the date on which the omission is rectified. The request and the

decision of the Shareholders' Meeting must be recorded in the minutes of the meeting.

This threshold applies in addition to the legal disclosure thresholds specified in article L.233-7-I of the French

Commercial Code and those specified in article 223-37 of the AMF's General Rules on the disclosure of net

short positions.


192

8.2. – INFORMATION ABOUT THE COMPANY'S CAPITAL

8.2.1. – SHARE CAPITAL AT DECEMBER 31, 2015

The Company's share capital amounted to €118,448,000 at December 31, 2015, divided into 26,920,000 fully

paid-up shares with a par value of €4.40, all in the same class.

8.2.2. – SHARE BUYBACKS

8.2.2.1. - Share buybacks in fiscal 2015

At its meeting on June 10, 2015, the Board of Directors decided to launch a new share buyback program and

gave the Chairman and Chief Executive Officer or his duly authorized representative full powers to implement

the program.

As of December 31, 2014, 2,069,345 shares were held in treasury stock, representing 7.18% of the share

capital.

On April 2, 2015, the Board of Directors used the authorization given by shareholders to cancel 1,910,000

treasury shares representing 6.63% of the capital.

The following transactions were carried out between January 1, 2015 and December 31, 2015:

Type of transaction Number of shares

Direct purchases under the liquidity contract 288,788

Sales under the liquidity contract (44,252)

Net sales 244,536

Transfers upon exercise of stock options (139,865)

Net movement for the period 104,671

During 2015, the total amount invested in share buybacks (representing 1.07% of the capital) was

€22.3 million, representing €77.22 per share, while the total value of share sales carried out under the liquidity

contract was €3.4 million, representing €77.67 per share.

Shares transferred upon exercise of stock options represented 0.52% of the capital and proceeds of

€4.5 million.

As of December 31, 2015, after taking into account the transactions described above, 264,016 shares were held

in treasury stock, representing 0.98% of the share capital

The Company did not use any derivative instruments during the year.


193

8.2.2.2. - New share buyback program

At its meeting of March 14, 2016, the Board of Directors decided to ask the Company's shareholders at the

Annual Shareholders' Meeting of June 15, 2016, to authorize a new share buyback program. If approved, the

maximum per-share purchase price will be set at €125, and the minimum sale price at €50. This minimum sale

price will not, however, apply to transfers of shares resulting from the exercise of stock options.

The maximum number of shares that could be bought back would be set at 2,692,000, corresponding to 10% of

the Company's current capital. Based on the maximum purchase price of €125 per share, this would represent a

potential maximum investment of €336,500,000.

The Company will undertake never to hold more than 10% of its own capital either directly or indirectly.

In accordance with the third paragraph of article L.225-210 of the French Commercial Code, the aggregate

value of treasury stock may not exceed the amount of the Company's reserves, excluding the legal reserve. The

treasury stock reserve carried in the Company's balance sheet at December 31, 2015, which is available to

finance share buybacks, totaled €8,575,498.22.

Purposes of the share buyback program

The purposes of this new share buyback program are as follows, in declining order of priority:

To allocate shares upon exercise of stock options, in accordance with article L.225-177 of the French

Commercial Code, and/or to make stock grants in accordance with articles L.225-197-1 et seq. of said

Code.

To maintain a liquid secondary market for the Company's shares under a liquidity contract signed with

an investment firm that complies with a code of ethics approved by the AMF.

To cancel the acquired shares, subject to adoption of the tenth resolution of the Annual Shareholders'

Meeting of June 15, 2016 (extraordinary resolution).

To allocate shares on redemption, conversion, exchange or exercise of share equivalents, in

compliance with the applicable regulations.

To purchase shares to be held and subsequently remitted as payment in connection with external

growth transactions.

Share buyback procedures

The shares may be acquired by any appropriate method, on the open market or otherwise, including through

block purchases as well as through the use of derivative instruments provided that their use does not lead to

significantly greater price volatility.

Duration of the program

Provided that shareholders adopt the corresponding resolution to be presented at the Annual Shareholders'

Meeting of June 15, 2016, the buybacks may be carried out over a period of 18 months ending on

December 14, 2017.

In accordance with article L.225-209 of the French Commercial Code, shares acquired under this program that

are subsequently canceled may not represent, in any 24-month period, more than 10% of the total shares issued

and outstanding. All such share cancellations are subject to shareholders' approval of the corresponding

extraordinary resolution of the Annual Shareholders' Meeting of June 15, 2016.


194

8.2.3. – STOCK OPTION AND STOCK GRANT PLANS AT DECEMBER 31, 2015

1) Fimalac stock options

2011 Plan

Purchase options

Date of Shareholders' Meeting February 4, 2011

Date of Board Meeting February 4, 2011

Number of options granted 200,250

including:

- to executive directors 110,000

- to the top ten employee grantees 112,000

Start of exercise period February 4, 2011

End of exercise period February 4, 2016

Exercise price €31.95

Exercise terms In 3 graduated tranches

Options exercised during the period 139,865

Options canceled during the period 500


2) Webedia stock grants

The Extraordinary Meeting of Webedia shareholders held on December 16, 2015 gave the company's

Management Board a 38-month authorization to grant, on one or more occasions, up to 15,000 new or existing

shares. At a meeting held on the same day, the Management Board used this authorization to grant

3,536 shares to a member of the Management Board and 17 other executives.

No other stock grants were made in respect of 2015.

8.2.4. – SHARE EQUIVALENTS

None.

8.2.5. – AUTHORIZED, UNISSUED CAPITAL

At December 31, 2015

Authorized

issues

Date of

Shareholders'

Meeting

Par value

Authorized Used Available at

December 31, 2015

Stock grants June 17, 2014 3.5% of the

capital None

3.5%

of the capital


195

8.2.6. – CHANGES IN CAPITAL OVER THE LAST FIVE YEARS

Fiscal

year

Transaction

type

Change

in share

capital

Change in

number of shares

Capital at year-end Number of shares

at year-end

2010 - - 126,852,000.00 28,830,000

2011 - - - 126,852,000.00 28,830,000

2012 - - - 126,852,000.00 28,830,000

2013 - - - 126,852,000.00 28,830,000

2014 - 126,852,000.00 28,830,000

2015 Share

cancellations

(8,404,000.00) (1,910,000) 118,448,000.00 26,920,000

8.3. – OWNERSHIP STRUCTURE

Since 1987 the Company has been authorized by its bylaws to request from Euroclear information about the

identity of holders of bearer shares. The Company performs such checks regularly.

The Company is also informed of the identity of its largest shareholders through a combination of legal

measures and provisions of the bylaws which require shareholders to disclose any increase or reduction in the

number of shares or voting rights held to above or below 2% or any multiple thereof (thresholds specified in

the bylaws) or 5%, 10%, 15%, 20%, 25%, 30%, 33%, 50%, 66%, 90% or 95% (thresholds prescribed by law).


Capital and voting rights as of December 31, 2013, December 31, 2014 and December 31, 2015

Shareholder At December 31, 20152 At December 31, 2014 At December 31, 2013

Number of

shares

%

capital

%

theoretical voting

rights1

Number of

shares

%

capital

%

theoretical voting

rights1

Number of

shares

%

capital

%

theoretical

voting rights1

Marc Ladreit de Lacharrière and

family 82,250 0.31% 0.18% 2,250 0.01% 0.01% 1,350 0.01% 0.01%

Fimalac Participations - - - - - - -

Groupe Marc de Lacharrière 23,181,092 86.11% 92.96% 23,159,868 80.33% 92.73% 22,881,193 79.36% 83.91%

Silmer - - - - - - 227,828 0.79% 0.60%

Sub-total – Marc Ladreit de

Lacharrière 23,263,342 86.42% 93.14% 23,162,118 80.34% 92.74% 23,109,996 80.16% 84.52%

Fimalac (treasury stock and shares

held under the liquidity contract) 264,016 0.99% 0 2,069,345 7.18% 0 1,937,360 6.72% 5.12%

Fondation Culture & Diversité 153,250 0.57% 0 129,750 0.45% 0 125,000 0.43% 0.33%

Public 3,239,392 12.04% 6.86% 3,468,787 12.03% 7.26% 3,657,269 12.69% 10.03%

Total 26,920,000 100.00% 100.00% 28,830,000 100.00% 100.00% 28,830,000 100.00% 100.00%

(1) Qualifying shareholders are granted double voting rights (see section 8.1 – Quorum – Voting rights). Since February 5, 2016, none of the shares held by Groupe

Marc de Lacharrière has double voting rights (disclosure to the AMF on February 9, 2016).

(2) A total of 49,546,000 voting rights were exercisable as of December 31, 2015 and 27,081,249 as of February 29, 2016.

19

6


197

To the best of the Company's knowledge, the only shareholder that owns – directly, indirectly or in concert –

over 2% of the capital or voting rights is International Value Advisers, which acts in the name and on behalf of

its clients and the funds that it manages. There are no shareholders' pacts in place, except for the one signed on

March 15, 2006 between Fimalac and Hearst Corporation regarding the latter's purchase of a stake in Fitch

Group and its amendments. The pact stipulated the conditions according to which Hearst Corporation may

acquire an interest in Fimalac.

Shareholders acting in concert

Marc Ladreit de Lacharrière and family and Groupe Marc de Lacharrière held 86.42% of the Company's

capital and 93.14% of the theoretical voting rights as of December 31, 2015. The concert results from the

controlling interests held by Marc Ladreit de Lacharrière in Fimalac Participations Sarl and Groupe Marc de

Lacharrière.

Measures to safeguard against the abuse of control

Measures to safeguard against any abuse of control include (i) the application of corporate governance rules

and the Board of Directors' internal rules, and (ii) the inclusion on the Board of independent directors and

non-voting directors.

Directors' interests

As of December 31, 2015, Fimalac's directors and officers held 23,300,549 shares, representing approximately

86.55% of the Company's capital.

Employee share ownership

To the best of the Company's knowledge, Fimalac employees held less than 1% of the capital as of

December 31, 2015.

Liens on registered shares

See "Directors' interests" above.

Factors that could have an impact on a public tender offer for the Company

The Company has no specific takeover defenses.

Shareholders' pacts

Shareholders' pact concerning Fitch Group

Fimalac, Hearst Corporation, Groupe Marc de Lacharrière and Marc Ladreit de Lacharrière have signed a

shareholders' pact ("the Pact") concerning Fitch Group.

The Pact sets out the principles and rules governing the sale of Fitch Group shares, the management of Fitch

Group and its subsidiaries and the exercise of certain rights.

The Pact's main principles and rules are outlined in the summary below. Further details are provided in the full,

original version of the document, which is available on Fimalac's website (www.fimalac.com), in the section

entitled "Legal documents".


198

Principles and rules applicable to the disposal of shares

The Pact stipulates that Fitch Group shares may be sold only in compliance with its terms and conditions.

As from March 12, 2017, Fimalac will have a right of first refusal for any proposed sales of Fitch Group shares

to third parties by Hearst.

From the same date, Fimalac will also have an option to sell its Fitch Group shares to Hearst. For its part,

Hearst has a call option on the Fitch Group shares held by Fimalac, that will be exercisable at any time as from

the second anniversary of Marc Ladreit de Lacharrière's death.

Main rules governing the management of Fitch Group and the exercise of certain rights

The Pact contains various provisions concerning the composition of Fitch Group's Board of Directors and the

election of its members. It stipulates that the number of seats on the Board held by each shareholder shall

depend on that shareholder's percent interest in the capital.

The Pact lists the types of decisions requiring the approval of a qualified majority. A "qualified majority" is

defined as a majority of the members of the Board of Directors, including the vote of at least one of the

directors representing the minority shareholder (the "Minority Director"). The Pact also stipulates that for as

long as Fimalac owns at least 10% of Fitch Group, Fimalac and Hearst will each have three seats on the Board

(system of equal representation).

Decisions requiring approval by a qualified majority include:

Material transactions with any of Fitch Group's shareholders, executive directors or their family members.

Changes in Fitch Group's dividend policy agreed between the parties.

Amendments to Fitch Group's bylaws.

Mergers or other transactions having a material impact on Fitch Group or one of its subsidiaries.

The sale or transfer of a substantial portion of Fitch Group's assets.

The voluntary or compulsory liquidation of Fitch Group under the applicable bankruptcy, restructuring and

other relevant laws.

Any recapitalization or restructuring likely to have an adverse effect on the minority shareholder's interest.

Any significant change in the nature of Fitch Group's business or those of its subsidiaries.

Any issues of equity instruments (with some exceptions).

Any borrowing transactions in excess of a certain percentage of Fitch Group's consolidated revenue.

Any acquisition in excess of a certain percentage of Fitch Group's consolidated revenue.

Any investment in a new business that is expected to generate start-up losses before delivering a return on

investment.

The Pact stipulates that other types of decisions shall be approved by a simple majority of the directors.

Examples include:

The adoption and adjustment of the budget.

The distribution of cash or stock dividends.

Capital expenditure not provided for in the budget.

The determination and withdrawal of the different types of compensation received by the management of

Fitch Group and its subsidiaries.

The signature of any material contract other than in the ordinary course of business of Fitch Group and its

subsidiaries or representing a payment commitment of at least $5 million.

The issuance of debt in excess of $5 million.

Any other decision submitted for the Board of Directors' approval in line with Fitch Group's past practices

or that would normally be submitted to the board of directors of a company incorporated in the State of

Delaware.


199

The Pact describes the special provisions applicable to certain types of acquisitions as well as the dividend

distribution policy. As long as Hearst and Fimalac respectively hold at least 20% and 3% of Fitch Group, each

year the shareholders agree to distribute after-tax free cash flow in an amount that the company has reasonably

determined will not be needed to: (i) meet the operating or capital expenditure needs of the Company and its

subsidiaries; (ii) service debt; or (iii) finance planned acquisitions.

Shareholders' pact concerning Groupe Barrière

Following Fimalac's investment in Groupe Barrière, Fimalac and Groupe Desseigne-Barrière, as sole

shareholders, decided to adopt new bylaws for the Company, (a closely-held corporation organized as a société

par actions simplifiée) that include provisions governing its management and corporate governance

(committees of the Board, executive management powers, etc.) and the sale of shares (lock-up clause, right of

first offer, tag-along rights, etc.). Groupe Barrière's bylaws can be viewed on the French-language version of

Fimalac's website, www.fimalac.com, under "Relations Investisseurs", "Documentations financières et

juridiques", "Documents juridiques".

Shareholders' pact with Société Fermière du Casino Municipal de Cannes (SFCMC)

Following its acquisition of 10% of Société Fermière du Casino Municipal de Cannes (SFCMC), Fimalac

signed a renewable 10-year shareholders' pact with Dominique Desseigne on June 29, 2011. In particular, the

pact includes a tag-along and drag-along clause as well as a clause concerning reciprocal rights to information.

Shareholders’ pact with Webedia’s minority shareholders

Following Fimalac’s acquisition of Webedia, a pact was signed with Webedia’s minority shareholders on

July 26, 2013 covering in particular a tag-along and drag-along clause, put and call options on the shares and

“BSPCE” warrants, and a clause concerning reciprocal rights to information. The pact also sets out the

corporate governance rules for the company and its subsidiaries. An audit committee has been created,

carrying out its responsibilities on behalf of and under the oversight of Webedia’s Supervisory Board. Most of

the committee’s members have been appointed by Fimalac. The pact has been entered into for a renewable

period of ten years.

8.4. – MARKET FOR FIMALAC SECURITIES

8.4.1. – LISTINGS

The Company's shares are listed on NYSE Euronext Paris (Compartment A) as follows:

Continuous trading market

ISIN: FR0000037947

Symbol: FIM

Fimalac shares are eligible for the deferred settlement system (SRD Long Only). They are not listed on any other stock

markets.


200

8.4.2. – SHARE PERFORMANCE OVER THE LAST 18 MONTHS

Year Month Number of shares traded,

including off-market

transactions

Value of shares traded,

including off-market

transactions (in €

millions)

High and low prices

High

(in €)

Low

(in €)

2014 September 44,363 2.55 59.95 54.75

October 38,766 2.08 57.90 51.00

November 16,623 9.14 55.89 53.55

December 99,401 5.92 63.65 52.60

2015 January 64,020 4.32 70.45 62.95

February 28,412 1.97 70.20 68.35

March 63,234 4.72 82.05 68.80

April 64,379 5.42 87.85 78.00

May 24,707 2.20 93.00 86.55

June 32,655 2.70 88.79 77.22

July 25,231 2.02 83.64 77.46

August 19,421 1.51 81.25 75.00

September 36,988 3.00 85.22 74.75

October 16,421 1.36 84.85 79.80

November 17,435 1.40 81.51 79.00

December 19,885 1.53 79.50 74.95

2016 January 28,615 2.18 77.95 72.50

February 22,254 1.78 82.40 76.52

Source: NYSE Euronext Paris SA

8.5. – DIVIDENDS

8.5.1. – DIVIDENDS PAID OVER THE LAST FIVE YEARS

Dividends approved at the last five Annual Shareholders' Meetings, held on February 4, 2011,

February 14, 2012, June 11, 2013, June 17, 2014 and June 10, 2015 respectively, were as follows:

Fiscal year Total (in €) Dividend per share (in €)

2010 43,245,000.00 1.50

2011 43,245,000.00 1.50

2012 51,894,000.00 1.80

2013 54,777,000.00 1.90

2014 107,680,000.00 4.00*

* Including a special dividend of €2.

At its meeting of March 14, 2016, the Board of Directors decided to recommend at the Annual Shareholders'

Meeting of June 15, 2016 payment of an ordinary dividend of €2.10 per share for 2015.

8.5.2. – STATUTE OF LIMITATIONS FOR DIVIDENDS

Dividends that have not been claimed within five years are time-barred and are paid over to the State.


8.6. – FIVE-YEAR FINANCIAL SUMMARY

(Articles R.225-81, R.225-83 and R.225-101 of the French Commercial Code) (in €)

DESCRIPTION

Fiscal

2011

Fiscal

2012

(15 months)

Fiscal

2013

Fiscal

2014

Fiscal

2015

I) Capital at the year-end

a) Capital 126,852,000 126,852,000 126,852,000 126,852,000 118,448,000

b) Number of shares outstanding 28,830,000 28,830,000 28,830,000 28,830,000 26,920,000

c) Number of shares issuable upon exercise of warrants - - - - -

d) Number of shares issuable upon exercise of stock options - - - - -

II) Results of operations

a) Revenues (excluding VAT) 63,537,417 202,108,809 91,616,833 71,751,337 215,336,299

b) Earnings before tax, depreciation, amortization and

provision expense 33,270,586 174,642,127 59,175,874 52,415,030 176,562,444

c) Income tax* (979,259) (1,742,385) (158,475) 192,233 (31,048,134)

d) Profit for the period 39,987,911 161,961,866 83,975,877 59,208,984 132,476,296

e) Dividends 43,245,000 51,894,000 54,777,000 115,320,000 56,532,000 **

III) Per share data

a) Earnings after tax, before depreciation, amortization and

provision expense 1.19 6.12 2.06 1.81 7.71

b) Earnings per share 1.39 5.62 2.91 2.05 4.92

c) Dividend per share 1.50 1.80 1.90 4.00 2.10 **

IV) Employee information

a) Number of employees 1 1 1 1 1

b) Total payroll 1,568,989 1,625,977 1,289,532 3,918,201 4,486,969

c) Total benefits

546,511 546,666 554,356 1,114,629 1,123,125

* Amounts in parentheses correspond to tax benefits.

** Dividend recommended for approval by the Annual Shareholders' Meeting.

20

1

Annual Shareholders’ Meeting of June 15, 2016

202

SECTION 9.

ANNUAL SHAREHOLDERS’ MEETING OF

JUNE 15, 2016

9.1. – REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED RESOLUTIONS

Approval of the 2015 financial statements (1st and 2nd resolutions)

Shareholders are invited to approve the Board of Directors' report, the Auditors' reports and the financial

statements of the Company and the Group for the year ended December 31, 2015.

Auditors' special report (3rd resolution)

Shareholders are invited to approve the related party agreements and commitments referred to in the Auditors'

special report.

Appropriation of profit (4th resolution)

The Board of Directors recommends that profit for the year be appropriated as follows:

- Amounts available for appropriation (in €) Profit for the year 132,476,296.48

Retained earnings brought forward from prior years 313,119,204.54

Total 445,595,501.02

- Appropriations (in €) Non-cumulative first dividend provided for in the Company's bylaws 5,922,400.00

Additional dividend 50,609,600.00

Transfer to the treasury stock account 10,166,558.89

Retained earnings 378,896,942.13

Total 445,595,501.02

The total dividend payout will amount to €56,532,000. The net dividend payable on each of the 26,920,000

shares outstanding and carrying rights to the 2015 dividend will amount to €2.10. The full amount of the

dividend will be eligible for the 40% personal income tax allowance available to French tax residents under

article 158-3-2 of the French Tax Code (Code Général des Impôts).

The dividend will be payable from June 22, 2016.


203

Dividends for the last three fiscal years were as follows (information disclosed in accordance with

article 243bis of the French Tax Code):

Fiscal year Total dividend (in €) Dividend per share (in €)

2011 43,245,000.00 1.50*

2012 51,894,000.00 1.80*

2013 54,777,000.00 1.90*

2014 107,680,000.00 4.00**

* Qualifying in full for the 40% personal income tax allowance available to French tax residents under article 158-3-2 of the French

Tax Code.

** Including a special dividend of €2.

Re-election of Marc Ladreit de Lacharrière (5th resolution)

Marc Ladreit de Lacharrière's term as director expires at the close of the Annual Shareholders' Meeting.

Shareholders are invited to re-elect him for a period of four years, in accordance with the provisions of the

bylaws.

Re-election of Bernard de Lattre (6th resolution)

Bernard de Lattre's term as director expires at the close of the Annual Shareholders' Meeting. Shareholders are

invited to re-elect him for a period of four years, in accordance with the provisions of the bylaws.

Re-election of Philippe Lagayette (7th resolution)

Philippe Lagayette's term as director expires at the close of the Annual Shareholders' Meeting. Shareholders

are invited to re-elect him for a period of four years, in accordance with the provisions of the bylaws.

Re-election of Groupe Ladreit de Lacharrière (8th resolution)

Groupe Ladreit de Lacharrière's term as director expires at the close of the Annual Shareholders' Meeting.

Shareholders are invited to re-elect Groupe Ladreit de Lacharrière for a period of four years, in accordance

with the provisions of the bylaws.

Authorization to buy back shares (9th resolution)

The Board of Directors is seeking an 18-month authorization to buy back Fimalac shares representing up to

10% of the Company's capital.

Information about the buyback program is provided in the "General Information" section of the Annual Report.

Authorization to reduce the capital by canceling treasury stock (10th resolution)

In connection with the share buyback program, the Board of Directors is seeking an authorization to reduce the

capital, on one or several occasions, by canceling all or some of the shares held in treasury. The number of

shares that may be canceled in any given 24-month period would not represent more than 10% of the capital.


204

Shareholders are also invited to give full powers to the Board of Directors to deduct from reserves, additional

paid-in capital or retained earnings the difference between the purchase price of the shares and their par value,

which will not represent more than 10% of the capital.

This authorization would be valid for a period of 18 months from the date of the Annual Shareholders'

Meeting.

Authorization to make stock grants to employees and officers (11th resolution)

In accordance with articles L.225-197-1 et seq. of the French Commercial Code, the Board of Directors is

seeking an authorization to make stock grants on one or several occasions to employees of the Company and

related companies within the meaning of article L.225-197-2 of the Code, and to officers (mandataires

sociaux) as defined by law. The grants could be made by allocating treasury stock or by issuing new shares.

The Board of Directors would determine the list of grantees, the terms and conditions of the stock grant plan

and any grant criteria, based on the recommendations of the Selection, Nominations and Remunerations

Committee.

The total number of shares granted under this authorization would not represent more than 3.5% of the

Company's capital at the grant date.

The share grants would be subject to a vesting period of at least one year from the grant date, and the vested

shares would be subject to a lock-up period of at least two years.

The Board is seeking full powers to use this authorization, directly or through a duly authorized representative,

and to decide whether to allocate treasury stock or to issue new shares

The authorization is being sought for a period of 38 months from the date of the Annual Shareholders'

Meeting.

Authorization to carry out an employee rights issue without pre-emptive subscription rights for existing

shareholders (12th resolution)

According to the French Commercial Code (article L.225-129-6, first paragraph), if a resolution is presented

authorizing the Board to issue shares and share equivalents, then a separate resolution must be presented

authorizing an employee rights issue (governed by the French Labor Code).

The Board of Directors is therefore seeking a 36-month authorization to increase the Company's capital by a

maximum of €10,000 – not including any adjustments to be made in accordance with the law – by issuing

shares or share equivalents to employees of the Company and related companies who are members of an

employee stock ownership plan (PEE).

Powers (13th resolution)

The Board of Directors is requesting that full powers be given to carry out all the formalities relating to the

Annual Shareholders' Meeting.


205

9.2. – STATUTORY AUDITORS' REPORTS ON THE EXTRAORDINARY RESOLUTIONS

9.2.1. – STATUTORY AUDITORS' SPECIAL REPORT ON THE CAPITAL REDUCTION(S) TO BE CARRIED

OUT BY CANCELING TREASURY STOCK

(10th resolution)





In our capacity as Statutory Auditors of Fimalac, and in accordance with article L.225-209 of the French

Commercial Code dealing with capital reductions carried out by canceling treasury stock, we present below

our report setting out our assessment of the underlying reasons for the proposed capital reduction(s) and the

related terms and conditions.

The Board of Directors is seeking an 18-month authorization to cancel shares purchased under the buyback

program in accordance with the aforementioned article of the French Commercial Code. The number of shares

canceled in any 24-month period would not exceed 10% of the Company’s capital.

We have performed all the procedures that we considered necessary in accordance with the professional

standards applicable in France. Those standards require that we perform the necessary procedures to assess

whether the underlying reasons for the proposed capital reduction(s) and the related terms and conditions are

reasonable and whether said capital reduction(s) protect the rights of all shareholders equally.

We have no comments to make concerning the underlying reasons for the proposed capital reduction(s) or the

related terms and conditions.






206

9.2.2. – STATUTORY AUDITORS' SPECIAL REPORT ON THE GRANTING OF NEW OR EXISTING

SHARES

(11th resolution)





In our capacity as Statutory Auditors of Fimalac and as required by article L.225-197-1 of the French

Commercial Code, we present below our report on the authorization sought by the Board of Directors to make

stock grants, on one or several occasions, to all or selected employees and corporate officers of the Company

and related companies.

As explained in its report, the Board of Directors is seeking a 38-month authorization to make stock grants,

either by issuing new shares or allocating treasury stock.

The Board is responsible for issuing a report on the proposed program. Our responsibility is to report to

shareholders our comments on the information contained in that report.


standards applicable in France. Those procedures included verifying that the proposed terms described in the

Board of Directors' report comply with the law.

We have no comments to make on the information given in the Board of Directors' report concerning the

planned stock grants.






207

9.2.3. – STATUTORY AUDITORS' SPECIAL REPORT ON THE EMPLOYEE RIGHTS ISSUE

(12th resolution)





In our capacity as Statutory Auditors of Fimalac and as required by articles L.228-92 and L.225-135 et seq. of

the French Commercial Code, we present to you our report on the authorization sought by the Board of

Directors to increase the capital by up to €10,000 by issuing shares and share equivalents to employees or

officers of the Company and related companies and groups (within the meaning of article L.225-180 of the

French Commercial Code) who are members of an employee stock ownership plan (PEE), without pre-emptive

subscription rights for existing shareholders.

The resolution is presented for shareholder approval in compliance with article L.225-129-6 of the French

Commercial Code and articles L.3332-18 et seq. of the French Labor Code.

The Board of Directors is seeking a 36-month authorization to carry out a rights issue on the basis described in

its report, without pre-emptive subscription rights for existing shareholders.

The Board of Directors is responsible for issuing a report in accordance with articles R.225-113 et seq. of the

French Commercial Code. Our responsibility is to express an opinion on the fairness of the financial

information taken from the financial statements, the proposed waiver of pre-emptive subscription rights and

certain other information about the proposed rights issue provided in the Board of Directors' report.


standards applicable in France. Those procedures consisted of verifying the information on the proposed issue

and the method of determining the issue price of the shares contained in the Board of Directors' report.

Pending our review of the final terms and conditions of the proposed rights issue, we have no comments to

make concerning the method to be used to set the issue price, as described in the Board of Directors' report.

The issue price of the shares has not yet been fixed and we therefore cannot and do not express any opinion on

them or on the proposal made to shareholders to waive their pre-emptive subscription rights.

As required by article R.225-116 of the French Commercial Code, we will issue a further report if and when

the Board of Directors carries out the proposed issue.






208

9.3. – TEXT OF THE PROPOSED RESOLUTIONS

The following resolutions will be presented for approval at the Annual Shareholders' Meeting of

June 15, 2016.

ORDINARY RESOLUTIONS

First resolution (Approval of the reports of the Board of Directors and the Auditors and of the consolidated

financial statements for the year ended December 31, 2015)

The Shareholders' Meeting, having considered the reports of the Board of Directors and the Auditors and the

consolidated financial statements, approves the transactions referred to in these reports and the consolidated

financial statements for the year ended December 31, 2015 showing attributable profit for the period of

€1,583 million.

Second resolution (Approval of the reports of the Board of Directors and the Auditors and of the Company's

financial statements for the year ended December 31, 2015)

The Shareholders' Meeting, having considered the reports of the Board of Directors and the Auditors and the

Company's financial statements, approves the transactions referred to in these reports and the financial

statements for the year ended December 31, 2015 showing profit for the period of €132.5 million.

Third resolution (Approval of related party agreements)

The Shareholders' Meeting, having considered the Auditors' special report on related party agreements

prepared in accordance with article L.225-40 of the French Commercial Code, approves each of the

agreements referred to therein.

Fourth resolution (Appropriation of profit and determination of the dividend)

The Shareholders' Meeting:

1) Approves the recommendation of the Board of Directors concerning the appropriation of profit for 2015,

as follows:

- Amounts available for appropriation (in €) Profit for the year 132,476,296.48

Retained earnings brought forward from prior years 313,119,204.54

Total 445,595,501.02

- Appropriations (in €) Non-cumulative first dividend provided for in the Company's bylaws 5,922,400.00

Additional dividend 50,609,600.00

Transfer to the treasury stock account 10,166,558.89

Retained earnings 378,896,942.13

Total 445,595,501.02


209

2) Resolves that the net dividend payable on each of the 26,920,000 shares outstanding and carrying rights

to the 2015 dividend will amount to €2.10 and notes that the full amount of the dividend qualifies for the

40% personal income tax allowance available to French residents under article 158-3-2 of the French

Tax Code.

3) Resolves that the dividend will be payable from June 22, 2016, and that dividends on treasury stock will

be credited to retained earnings, following determination by the Board of Directors of the number of

shares concerned.

4) Notes, in accordance with article 243bis of the French Tax Code, that dividends for the last three years

were as follows:

Fiscal year Total dividend (in €) Dividend per share (in €)

2011 43,245,000.00 1.50*

2012 51,894,000.00 1.80*

2013 54,777,000.00 1.90*

2014 107,680,000.00 4.00**

* Qualifying in full for the 40% personal income tax allowance available to French tax residents under article 158-3-2 of

the French Tax Code.

** Including a special dividend of €2.

Fifth resolution (Re-election of Marc Ladreit de Lacharrière as a director)

The Shareholders' Meeting re-elects Marc Ladreit de Lacharrière as a director for a four-year term expiring at

the close of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.

Sixth resolution (Re-election of Bernard de Lattre as a director)

The Shareholders' Meeting re-elects Bernard de Lattre as a director for a four-year term expiring at the close of

the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.

Seventh resolution (Re-election of Philippe Lagayette as a director)

The Shareholders' Meeting re-elects Philippe Lagayette as a director for a four-year term expiring at the close

of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial statements.

Eighth resolution (Re-election of Groupe Marc Ladreit de Lacharrière as a director)

The Shareholders' Meeting re-elects Groupe Marc Ladreit de Lacharrière as a director for a four-year term

expiring at the close of the Annual Shareholders' Meeting to be called in 2020 to approve the 2019 financial

statements.

Ninth resolution (Authorization to buy back shares)

The Shareholders' Meeting, having considered the report of the Board of Directors:

1) In accordance with article L.225-209 of the French Commercial Code, authorizes the Board of Directors

or by delegation the Chairman and Chief Executive Officer to buy back up to 10% of the total number of


210

shares comprising the Company’s share capital, which for information purposes represented 2,692,000

shares at December 31, 2015.

2) Sets the maximum purchase price at €125 per share and the minimum sale price at €50. This minimum

sale price will not apply to transfers of shares resulting from the exercise of stock options.

3) Resolves that this authorization may be used in accordance with the law, inter alia, for the following

purposes:

a) To allocate shares upon exercise of stock options, in accordance with article L.225-177 of the French

Commercial Code, and/or to make stock grants in accordance with articles L.225-197-1 et seq. of said

Code.

b) To maintain a liquid secondary market for the Company's shares under a liquidity contract signed with

an investment firm that complies with a code of ethics approved by the AMF.

c) To cancel the acquired shares, subject to adoption of the tenth resolution of the Annual Shareholders'

Meeting of June 15, 2016 (extraordinary resolution).

d) To allocate shares on redemption, conversion, exchange or exercise of share equivalents, in

compliance with the applicable regulations.

e) To purchase shares to be held and subsequently remitted as payment in connection with external

growth transactions.

4) Resolves that the shares may be purchased, sold, transferred or exchanged by any appropriate means, on

the open market or otherwise, including through block purchases or the use of derivative instruments,

provided that their use does not significantly increase the volatility of the share price.

The authorization is also designed to enable the application of any market practices that may come to be

accepted by the AMF and, more generally, the completion of any transactions that comply with the

applicable regulations.

5) Resolves that in the case of a bonus share issue paid up by capitalizing reserves, or of a stock split or

reverse stock split, the above number of shares and prices will be adjusted based on the ratio between the

number of shares outstanding before and after the operation.

6) Resolves that any dividends payable on Fimalac shares held by the Company under this authorization will

be credited to retained earnings.

7) Sets at 18 months the duration of this authorization, which supersedes that given in the seventh resolution

of the Annual Shareholders' Meeting of June 10, 2015.


211

EXTRAORDINARY RESOLUTIONS

Tenth resolution (Authorization to reduce the capital by canceling treasury stock)

The Extraordinary Shareholders' Meeting, having considered the report of the Board of Directors and the

Auditors' special report:

1) Authorizes the Board of Directors, in accordance with article L.225-209 of the French Commercial

Code, to reduce the Company's capital on one or several occasions by canceling all or some of the shares

held in treasury.

2) Gives full powers to the Board of Directors to:

a) Carry out the capital reduction or reductions and determine the amount or amounts thereof, and set

the related terms and conditions, provided that the number of shares canceled in any 24-month

period does not represent over 10% of the Company's capital.

b) Charge the difference between the purchase price of the canceled shares and their par value to any

reserve accounts or to additional paid-in capital.

c) Amend the bylaws to reflect the new capital and carry out any necessary publication or other

formalities.

d) Delegate all necessary powers to implement the Board's decisions.

3) Sets at 18 months the duration of this authorization, which supersedes that given in the twentieth

resolution of the Annual Shareholders' Meeting of June 17, 2014.

Eleventh resolution (Authorization to make stock grants to employees and officers)


Auditors' special report, resolves, in accordance with articles L.225-197-1 et seq. of the French Commercial

Code:

1) To authorize the Board of Directors to make stock grants on one or several occasions to all or selected

eligible employees and officers of the Company and of related companies and groups within the

meaning of article L.225-197-2 of the French Commercial Code, either by issuing new shares or

allocating treasury stock.

2) To authorize the Board of Directors to determine the list of grantees, the terms and conditions of the

stock grant plan and any grant criteria, based on the recommendations of the Selection, Nominations and

Remunerations Committee.

3) That the total number of shares granted under this authorization may not represent more that 3.5% of the

Company's capital at the grant date.

4) That the stock grants will be subject to a vesting period of at least one year from the grant date, and that

the vested shares will be subject to a lock-up period of at least two years.

5) To authorize the Board of Directors to adjust the number of shares if any corporate actions are carried

out during the vesting period, where such an adjustment is necessary in order to preserve the rights of

the grantees.


212

6) That this authorization automatically entails the waiver by shareholders of their entitlement to the

portion of reserves, profit or additional paid-in capital that will be capitalized if new shares are issued

for these stock grants.

7) To grant full powers to the Board of Directors, or – by delegation – to any duly appointed representative,

to use this authorization.

8) To set at 38 months the duration of this authorization, which supersedes that given by the twenty-first

resolution of the Extraordinary Shareholders' Meeting of June 17, 2014.

Twelfth resolution (Authorization to carry out an employee rights issue without pre-emptive subscription

rights for existing shareholders)


Auditors' special report, resolves, in accordance with article L.225-129-6, paragraph 1, of the French

Commercial Code:

1) To authorize the Board of Directors to increase the capital, on one or several occasions, by a maximum

aggregate amount of €10,000 – not including any adjustments to be made in compliance with the law –

by issuing shares or share equivalents to the employees or officers of the Company and any French and

foreign related companies within the meaning of article L.225-180 of the French Commercial Code, who

are members of an employee stock ownership plan (PEE) set up by the Company.

2) To cancel shareholders' pre-emptive rights to subscribe to these issues.

3) That the Board of Directors may decide to issue shares or share equivalents without consideration,

provided that the total resulting benefit, including any matching contributions by the Company and any

price discount, does not exceed the limits set in the applicable laws or regulations.

4) That the new shares will not be offered at a price in excess of the average of the opening prices quoted

over the 20 trading days preceding the date of the Board decision setting the opening date of the

subscription periods or at a discount of more than 20% to this average.

5) That the characteristics of any share equivalents issued under this authorization shall be determined by

the Board of Directors in accordance with the applicable regulations.

6) That the Board of Directors shall have full powers to:

a) Set the terms of any issues of free shares or share equivalents.

b) Decide on the amount, price and other terms and conditions of each issue.

c) Set the opening and closing dates of the subscription period.

d) Set the period granted to participants to settle the subscription price of the shares or share

equivalents, within the limits prescribed by law.

e) Set the retroactive or future cum rights date of the new shares or share equivalents.

f) Set the terms and conditions of transactions carried out under this authorization and obtain the

quotation of the new securities on any market.


213

g) Place on record the capital increases resulting from the share issues, amend the bylaws to reflect

the new capital, carry out – directly or through a representative – all operations and formalities

related to the capital increase and, at the Board's discretion, charge the share issuance costs

against the related premium and deduct from the premium the amount necessary to increase the

legal reserve to 10% of the new capital after each issue, carry out all filing and other formalities

with any organizations and generally do what is necessary.

7) To set at 36 months the duration of this authorization, which supersedes that given in the twenty-second

resolution of the Annual Shareholders' Meeting of June 17, 2014.

Thirteenth resolution (Powers to carry out formalities)

The Shareholders' Meeting gives full powers to the bearer of an original or duplicate copy of the minutes of

this Meeting, or of an extract thereof, to carry out all necessary formalities.

***

Other information

214

SECTION 10.

OTHER INFORMATION

10.1. – STATUTORY AUDITORS

Statutory Auditors

Cagnat & Associés, 14 rue Pelouze, 75008 Paris, France (represented by Pierre Mercadal)

Member of Compagnie Régionale des Commissaires aux Comptes de Paris

First appointed: June 11, 1987

Appointment renewed: February 4, 2011

Appointment expires: 2017 Annual Shareholders' Meeting

PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly-sur-Seine, France (represented by David

Clairotte)

Member of Compagnie Régionale des Commissaires aux Comptes de Versailles

First appointed: February 12, 2008

Appointment renewed: June 17, 2014


Substitute Statutory Auditors

Philippe Azencoth, 66 boulevard Malesherbes, 75008 Paris, France

Member of Compagnie Régionale des Commissaires aux Comptes de Paris

First appointed: February 4, 2011


Jean-Baptiste Deschryver, 63 rue de Villiers, 92200 Neuilly-sur-Seine, France

Member of Compagnie Régionale des Commissaires aux Comptes de Versailles

First appointed: June 17, 2014


10.2. – INFORMATION POLICY

Name and address of the person responsible for information

Robert Gimenez

Phone: + 33 (0)1 47 53 61 73

Fax: + 33 (0)1 47 53 61 57

Website

www.fimalac.com

http://www.fimalac.com/

Other information

215

10.3. – INFORMATION PUBLISHED OR DISCLOSED TO THE PUBLIC SINCE JANUARY 1, 2015

Information published on the Fimalac website

Date Subject

January 13, 2015 Total number of shares and voting rights at December 31, 2014

January 13, 2015 Liquidity contract at December 31, 2014

January 28, 2015 2014 revenue

February 11, 2015 Total number of shares and voting rights at December 31, 2014 (amended)

February 11, 2015 Total number of shares and voting rights at January 31, 2015

March 12, 2015 Completion of the sale of 30% of Fitch Group to Hearst

March 13, 2015 Total number of shares and voting rights at February 28, 2015

April 2, 2015 2014 results

April 9, 2015 Total number of shares and voting rights at March 31, 2015

April 27, 2015 Online publication of the 2014 Annual Report

April 27, 2015 First-quarter 2015 revenue

June 8, 2015 Total number of shares and voting rights at May 31, 2015

June 15, 2015 Report on the Annual Shareholders' Meeting of June 10, 2015

July 21, 2015 Total number of shares and voting rights at June 30, 2015

July 21, 2015 Liquidity contract at June 30, 2015

July 23, 2015 First-half 2015 revenue

August 5, 2015 Total number of shares and voting rights at July 31, 2015

September 10, 2015 Total number of shares and voting rights at August 31, 2015

September 10, 2015 First-half 2015 results

September 16, 2015 Online publication of the 2015 interim report

October 26, 2015 Revenue for the first nine months of 2015

October 27, 2015 Revenue for the first nine months of 2015 (correction)

November 16, 2015 Total number of shares and voting rights at October 31, 2015

December 11, 2015 Total number of shares and voting rights at November 30, 2015

December 14, 2015 Fimalac's investment in NextRadioTV sold for €46.9 million



Other information

216

Date Subject



February 1, 2016 2015 revenue

February 3, 2016 Total number of shares and voting rights at January 31, 2016

March 8, 2016 Total number of shares and voting rights at February 29, 2016

March 14, 2016 2015 results – Proposed share buyback

March 15, 2016 Filing of simplified tender offer

Information published in Bulletin des Annonces Légales Obligatoires (BALO)

Date Subject

May 4, 2015 Notice of meeting (AGM)

June 19, 2015 Notice of approval of 2014 financial statements

10.4. – DOCUMENTS ON DISPLAY

During the life of this Annual Report, the bylaws, Statutory Auditors' reports and financial statements for the

past three years, as well as all reports, letters and other documents, historical financial information relating to

Fimalac and its subsidiaries for the past three years, and valuations and statements prepared by an expert at

Fimalac's request, and any other documents whose disclosure is required by law, may be consulted at Fimalac's

headquarters.

Cross-reference list of information required in the

Annual Report

217

SECTION 11.

CROSS-REFERENCE LIST OF INFORMATION

REQUIRED IN THE ANNUAL REPORT

Not applicable.

Corporate social responsibility and environmental

index

218

SECTION 12.

CORPORATE SOCIAL RESPONSIBILITY AND

ENVIRONMENTAL INDEX

The index below lists the corporate social responsibility and environmental information given in this document

in line with the topics covered by France’s “Grenelle II” environmental legislation. The information has been

prepared in accordance with the provisions of article L.225-102-1 of the French Commercial Code.

INDEX OF CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL INFORMATION

LABOR INFORMATION Information required by law Section Scope Comments and explanations

a) Employment Total workforce by gender, age

group and region

1) a to 1) f Entertainment Division

Digital Division

(Webedia)

Real Estate Division

Parent and holding

companies

--

Hires and terminations 1) Introduction

1) g

1) h

Parent and holding

companies


Digital Division

--

Compensation and changes in

compensation

1) g

1) h


Digital Division

Reported payroll does not

include the Fimalac parent

company.

b) Organization of

work

Organization of working hours 1) g

1) h

Vega Group

Ellipse Group

Digital Division

The Fimalac parent company

has limited staff and the

organization of working hours

is not subject to any specific

monitoring.

Absenteeism 1) Introduction Parent and holding

companies

The Entertainment and Digital

Divisions are not included in

the reporting scope.

Information for these divisions

will be disclosed as from 2016.


index

219


c) Labor relations Organization of social dialogue,

particularly through information

and consultation procedures and

bargaining

1) g

1) h


Digital Division --

Overview of collective bargaining

agreements

1) g

1) h


Digital Division

No collective bargaining

agreements have been signed

by the Fimalac parent company

due to its limited staff.

d) Health and safety Occupational health and safety 1) g

1) h


Digital Division

At the Fimalac parent

company, which has limited

staff, health and safety issues

are not subject to any specific

monitoring.

Overview of the agreements signed

with labor unions or employee

representatives concerning

occupational health and safety

1) g

1) h

Vega Group

Webedia parent

company

No occupational health and

safety agreements have been

signed at the level of the

Fimalac parent company.

Frequency and severity of work-

related accidents and occupational

diseases

1) Introduction

1) g

1) h

Parent and holding

companies


Digital Division

--

e) Training Training policies 1) Introduction

1) g

1) h

Parent and holding

companies


Digital Division

--

Total number of training hours 1) g

1) h

Vega (excluding

associates and parent

company)

Webedia SA, Purestyle

Odyssée, Mixicom

--

f) Equal opportunity Equal opportunity policy and

measures to promote gender

equality

1) g

1) h


Digital Division

At the Fimalac parent company

and at its subsidiaries, the

human resources managers

work to combat all forms of

workplace discrimination.

Policies and measures to promote

employment and integration of

people with disabilities

1) g

1) h

Vega Group

Ellipse Group

Digital Division

Anti-discrimination policies 1) g

1) h


Digital Division


index

220


g) Promotion of and

compliance with ILO

conventions

Respect for freedom of association

and collective bargaining

1) g

1) h

1) h

1) h

1) h


Digital Division

Digital Division

Digital Division

Digital Division

Given that Fimalac and its

subsidiaries Vega and

Ellipse/Carilis are based in

France, this information is not

considered necessary in light

of applicable laws and

regulations in France.

Elimination of discrimination in

employment and occupation

Elimination of forced or

compulsory labor

Effective abolition of child labor

ENVIRONMENTAL

INFORMATION Information required by law Section Scope Comments and explanations

a) Environmental

policy

Organization of the company to

take environmental concerns into

account. Environmental

assessment and certification

processes, where applicable.

2) a

2) b

Vega Group

Ellipse Group

Webedia parent

company

--

Employee training and information

on environmental protection

2) b Webedia parent

company

--

Resources dedicated to preventing

environmental risks and pollution

2) a

2) b

Vega Group

Ellipse Group

Webedia parent

company

--

Provisions and guarantees for

environmental risks, except where

disclosure could seriously harm the

company’s interests in any pending

legal proceedings

1.9.3. Fimalac Group

The related provisions

correspond to facilities used

by the Fimalac Group in the

past.

b) Pollution and

waste management

Measures to prevent, reduce and

clean up environmentally harmful

emissions and discharges into the

air, water and soil

2) a

2) b

Ellipse Group

Webedia SA

headquarters

This environmental

information is not considered

relevant to the Fimalac parent

company.

Measures to prevent, recycle and

eliminate waste

2) a

2) b

Vega Group

Webedia parent

company

--

Measures to mitigate noise

pollution and all other types of

pollution specific to an activity

2) a Vega Group Due to the nature of its

activities, Vega is the only

entity in the Group concerned

by this information.


index

221

ENVIRONMENTAL


c) Sustainable use of

resources

Water use and water withdrawals

in relation to local resources

2) a Ellipse Group Due to the nature of its

activities, Ellipse is the only

entity in the Group concerned

by this information.

Consumption of raw materials and

measures to use them more

efficiently

2) a

2) b

Vega Group

Webedia parent

company

--

Energy use and measures taken to

improve energy efficiency and the

use of renewable energy sources

2) a

2) b

Vega Group

Ellipse Group

Webedia parent

company

Due to its size and the nature

of its activities, the Fimalac

holding company is not

concerned by this information.

Land use Excluded

--

d) Contribution to

the drive to combat

climate change

Greenhouse gas emissions 2) a Vega Group

Ellipse Group

--

Measures to adapt to climate

change

2) a Vega Group

Ellipse Group

--

e) Protection of

biodiversity Measures taken to preserve or

develop biodiversity

2) a Ellipse Group --

SOCIAL


a) Regional,

economic and social

impact of the

company’s activities

Impact on employment and

regional development

3) b Entertainment Division --

Impact on local and neighboring

communities


b) Relations with

stakeholders,

notably

mainstreaming

associations,

educational

institutions,

environmental

associations,

consumer

associations and

neighboring

communities

Relations with individuals or

organizations concerned by the

company’s activities


Partnership and sponsorship

programs

Section 2 Fimalac --


index

222

SOCIAL


c) Sub-contracting

and suppliers

Inclusion of social and

environmental concerns in

purchasing policy

3) b

2) a

3) b

Vega Group

Vega Group

Entertainment

Division

--

--

Importance of sub-contracting and

integration of corporate social

responsibility and environmental

policies in relationships with

suppliers and subcontractors

d) Fair operating

practices

Measures taken to prevent

corruption

3) b Fimalac --

Measures taken to preserve

consumer health and safety

2) a

3) b

Ellipse

Entertainment

Division

--

e) Other measures

taken to promote

human rights

Other measures taken to promote

human rights

3) a Fimalac --

SECTION 13.

CORPORATE SOCIAL RESPONSIBILITY AND

ENVIRONMENTAL REPORT

Report of one of the Statutory Auditors, appointed as an independent third party, on the consolidated

environmental, labor and social information provided in the management report

Year ended December 31, 2015





In our capacity as Fimalac’s Statutory Auditor, appointed as an Independent Third Party accredited by Cofrac

(accreditation no.3-10606), we hereby report to you on the consolidated environmental, labor and social

information for the year ended December 31, 2015, presented in the management report (the “CSR

Information”), in accordance with article L.225-102-1 of the French Commercial Code (Code de Commerce).

Responsibility of the Company

The Board of Directors is responsible for preparing the Company’s management report including CSR

information in accordance with the provisions of article R.225-105-1 of the French Commercial Code and with

the procedures used by the Company (the “Guidelines”), as summarized in the management report and

available on request from the Company's headquarters.

Independence and quality control

Our independence is defined by regulatory texts, the French code of ethics governing the audit profession and

the provisions of article L.822-11 of the French Commercial Code. We have also implemented a quality

control system comprising documented policies and procedures for ensuring compliance with the codes of

ethics, professional auditing standards and applicable legal and regulatory texts.

Responsibility of the Statutory Auditors

On the basis of our work, it is our responsibility to:

- Certify that the required CSR Information is presented in the management report or, in the event that any

CSR Information is not presented, that an explanation is provided in accordance with paragraph 3,

article R.225-105 of the French Commercial Code (Statement of completeness of CSR Information).

- Express limited assurance that the CSR Information, taken as a whole, is, in all material respects, fairly

presented in accordance with the Guidelines (Reasoned opinion on the fairness of the CSR Information).

Our work was carried out by a team of five people between February and March 2016. We were assisted in our

work by our specialists in corporate social responsibility.

6 Refer to the Cofrac website www.cofrac.fr.

http://www.cofrac.fr/

We performed our work in accordance with professional standards applicable in France and the government

order dated May 13, 2013 describing the process to be followed by the independent third party, and with

international standard ISAE 3000 concerning the reasoned opinion on the fairness of CSR Information.7

1) Statement of completeness of CSR Information

Nature and scope of our work

We conducted interviews with the heads of the departments concerned in order to gain an understanding of the

sustainable development policy implemented by Fimalac to address the social and environmental impact of its

operations and fulfil its social commitments, and of any related initiatives or programs.

We compared the CSR Information presented in the management report with the list in article R.225-105-1 of

the French Commercial Code.

For any consolidated CSR Information that was not disclosed, we checked that the explanations provided

complied with article R.225-105, paragraph 3 of the French Commercial Code.

We ensured that the CSR Information covered the consolidated reporting scope, i.e., the Company, its

subsidiaries as defined in article L.233-1 and the entities it controls as defined in article L.233-3 of the French

Commercial Code, taking into account the scope limitations described in the section of the management report

entitled "CSR reporting methodology".

Conclusion

Based on this work and taking into account the scope limitations mentioned above, we hereby certify that the

required CSR Information is disclosed in full in the management report.

2) Reasoned opinion on the fairness of the CSR Information

Nature and scope of our work

We conducted around 10 interviews with four people responsible for preparing the CSR Information in the

departments in charge of collecting this information and, where necessary, with the people responsible for

internal control and risk management procedures, in order to:

- Assess the appropriateness of the Guidelines in terms of their relevance, completeness, reliability,

impartiality and comprehensibility, and compared with good industry practice where applicable.

- Verify the implementation of data collection, compilation, processing and control procedures designed to

produce complete and consistent CSR Information, and understand Fimalac's internal control and risk

management procedures covering the preparation of the CSR Information.

We determined the nature and scope of our tests and procedures according to the nature and importance of the

CSR Information taking into account the Company’s specific characteristics, the social and environmental

impact of its activities, its sustainable development policy and good industry practice.

For the CSR Information that we considered to be the most important8:

- At the level of the consolidating entity Fimalac, we consulted documentary sources and conducted

interviews to substantiate the qualitative information (organization, policy, action); we performed analytical

7 ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information. 8 See Appendix for details.

procedures on the quantitative information and verified, using sampling techniques, the calculations and the

consolidation of the data; and we verified the data’s consistency and concordance with the other

information in the management report.

- At the level of a representative sample of entities9 selected on the basis of their activity, contribution to the

consolidated indicators, location and an assessment of the risks associated with each one, we conducted

interviews to obtain assurance that procedures are followed correctly and performed detailed tests using

sampling techniques in order to verify the calculations and reconcile the data with the supporting

documents. The entities in the sample represented, on average, 25% of the workforce and, on average, 34%

of the quantitative environmental data.

For the other consolidated CSR Information, we assessed its consistency based on our understanding of the

Company.

Lastly, we assessed the relevance of explanations given for any information that was not disclosed or for which

only partial disclosure was made.

We consider that the sampling methods and sample sizes selected using our professional judgment allow us to

express moderate assurance; a higher level of assurance would have required us to carry out more extensive

work. Because of the use of sampling techniques and the other inherent limitations of any information and

internal control system, it is not possible to guarantee that all possible material errors or omissions were

detected.

Conclusion

Based on our work, nothing has come to our attention that causes us to believe that the CSR Information, taken

as a whole, is not presented fairly, in all material respects, in accordance with the Guidelines.


One of the Statutory Auditors

PricewaterhouseCoopers Audit

David Clairotte

Partner

Sylvain Lambert

Partner, Sustainable Development

9 Vega entities and Webedia SA.

Appendix: List of the CSR Information that we considered the most important

Labor Information

- Total workforce by gender, age group and region

- Policies and measures to promote employment and integration of people with disabilities

Environmental Information

- Organization of the company to take environmental concerns into account. Environmental assessment and

certification processes, where applicable

- Energy use

- Measures to take into account noise pollution

Social Information

- Economic and social impact of the Company's activities in terms of employment and regional development

Statement on the Annual Financial Report

To the best of my knowledge, the financial statements presented in Section 6 of this Annual Financial Report

have been prepared in accordance with the applicable accounting standards and present fairly the assets and

liabilities, financial position and results of the Company and Group, and the management report presented in

this Annual Financial Report includes a true and fair presentation of the business performance, results and

financial position of the Company and Group, as well as a description of the main risks and uncertainties to

which they are exposed.


Chairman and Chief Executive Officer

F. Marc de Lacharrière (Fimalac)

"Société anonyme" with share capital of €118,448,000

Registered office: 97 rue de Lille – 75007 Paris, France

Registered under no. 542 044 136 RCS Paris

Phone: +33 (0)1 47 53 61 50 - Fax: +33 (0)1 47 53 61 57

www.fimalac.com

http://www.fimalac.com/