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CONSOLIDATED ANNUAL REPORT 2014

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Page 1: Consolidated nnual Repoa t 2014R - Banque  · PDF filemanagement company acquired in 2010. the ... 31 december 2014, the consolidated profit ... R.C.S. Luxembourg B 65 477

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••••••

Consolidated annual RepoRt 2014

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list of contents

Consolidated ManageMent RepoRt 3

audit RepoRt 6

Consolidated BalanCe sheet 9

Consolidated off BalanCe sheet 11

Consolidated pRofit and loss aCCount 13

notes to the Consolidated annual aCCounts 15

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••••••

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••••••

Consolidated ManageMent RepoRt

the last financial year has been a

transition year for the Banque havilland

group (the “group”), which was marked

by the continued disposal of non-banking

activities, predominantly the historic real

estate exposure of the luxembourg head

office and insurance businesses. this was

combined with the geographical expansion

of the banking network of the group and

strong organic growth in the uK Branch.

on september 30, 2014, the group

acquired a majority stake from Banque

pasche (geneva) s.a. in their liechtenstein

subsidiary, which has been subsequently

renamed Banque havilland (liechtenstein)

ag (“Bhli”). on november 18, 2014, the

group also acquired the entire share capital

of pasche Bank & trust limited in nassau,

Bahamas from Banque pasche (geneva) s.a.

with effective date october 31, 2014. the

entity in the Bahamas has been renamed

Banque havilland (Bahamas) ltd (“BhBa”).

Kaytwo s.à r.l. (“K2”), a property company

holding the luxembourg head office, has been

sold in January 2014. in addition, the operating

income has been positively influenced by

the acquisition of the luxembourg private

banking activity of la française Bank by

Banque havilland s.a. (the “Bank”).

the total assets of the group has increased

from euR 825.0m to euR 1.3bn following the

acquisition of Bhli and BhBa. the group

has continued its strategy to maintain a very

prudent asset profile with the loan to deposit

ratio remaining below 25% and the low ratio

of loans to total assets of 16% (euR 202.3m).

the balance of the assets are kept with

central banks, in money market operations

and in a high grade investment portfolio. the

tangible assets decreased from euR 121.5m

to euR 11.0m following the sale of K2.

in the context of the acquisitions the sole

shareholder took the decision to increase

its subscribed capital from euR 100m to

euR 130m to maintain the conservative and

robust balance sheet ratios. our solvency

ratio remains strong with 25% as per

december 31, 2014.

the group delivered a solid performance this

year, with a profit of euR 2.8m compared to

euR 1m, and this despite the challenging

economic environment where geopolitical

risks continue to create uncertainties and

Consolidated ManageMent RepoRt

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••••••

the macro-economic outlook throughout

europe remains challenging. the group

maintained an aggressive investment

schedule to further serve our clients needs

as well as to face the challenges of the

new regulatory backdrop encompassing

eMiR (european Market infrastructure

Regulation), fatCa (foreign account tax

Compliance act) and Basel iii/ CRd iV.

Banque Havilland s.a.

the financial year 2014 has been another

successful year for the head office in

luxembourg. the balance sheet increased

from euR 627.1m to euR 956.9m following

the acquisition of the private banking

business of la française Bank combined

with central treasury management from the

new subsidiaries. the Bank has prepared

itself to serve the broader network and has

subsequently strengthened its workforce in

luxembourg across all departments.

Banque havilland (uK) branch continued its

strong organic growth as the geopolitical

uncertainty created demand for london

private banks under the uK government’s

investment visa regime.

Banque Havilland (BaHaMas) ltd.

BhBa was acquired as per october 31, 2014

to extend the geographic reach but also

strengthening our access to the strategic

growth markets of latin america and the

Middle east.

Banque Havilland (lieCHtenstein) ag

on september 30, 2014, the group acquired

52.5 % of the shares in Bhli from Banque

pasche s.a.. the core competencies of

Banque havilland (liechtenstein) ag

include traditional private banking, asset

management and depositary bank services.

Banque Havilland (MonaCo) s.a.M.

Banque havilland (Monaco) s.a.M.

successfully integrated the acquisition of a

portfolio of private clients in december 2013.

BlaCkfisH Capital ManageMent

liMited

Blackfish Capital Management limited

(“BCM”), a uK based regulated investment

management company acquired in 2010. the

activities of BCM are in the process of being

transferred to Banque havilland uK Branch.

BlaCkfisH Capital Holdings liMited

Blackfish Capital holdings limited (“BCh”),

a guernsey investment management

company acquired in 2010, remained

dormant throughout 2014.

k auptHing life & pension

luxeMBouRg s.a.

in 2014, Kaupthing life & pension

luxembourg s.a. (“Klp”) entered into an

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••••••

peter lang Jean-françois Willems

deputy Ceo Ceo

luxembourg, 31st March 2015

agreement to transfer the existing business

to a professional insurance partner. this

agreement is expected to be closed during

the first half of 2015.

outlook foR 2015

the global economy continued to show

resilience in the face of continued

marcoeconomic headwinds in 2014, aided

by the continued accommodative monetary

policy by the vast majority of central banks.

at the same time, a sharp fall in commodity

prices in the latter half of the year contributed

to muted inflation expectations and to an

increase in volatility, adversely influencing

client confidence and activity levels. Client

risk appetite remained subdued. for 2015,

the group will continue with the integration

of new subsidiaries which have been

acquired throughout the year 2014. the

group continues to look for strategic bolt-

on acquisitions to accelerate its expansion

plans, based on the opportunities arising

from competitors strategic decision to

leave the sector and refocus on their home

markets. despite the opportunistic outlook

for further growth, it is always against the

backdrop of maintaining the banks top tier

liquidity and solvency ratios. on behalf of

the group’s executive Committee and the

shareholder, we would like to express our

deepest thanks to the clients and employees

of Banque havilland group.

activities of the Bank in the field of research

and development: not applicable.

acquisition of the Bank’s own shares: not

applicable.

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audit reportto the Board of Banque Havilland s.a.

RepoRt on tHe Consolidated

annual aCCounts

We have audited the accompanying

consolidated annual accounts of

Banque havilland s.a., which comprise

the consolidated balance sheet as at

31 december 2014, the consolidated profit

and loss account for the year then ended

and a summary of significant accounting

policies and other explanatory information.

Board of directors’ responsibility for

the consolidated annual accounts

the Board of directors is responsible for

the preparation and fair presentation of

these consolidated annual accounts in

accordance with luxembourg legal and

regulatory requirements relating to the

preparation of the consolidated annual

accounts, and for such internal control

as the Board of directors determines is

necessary to enable the preparation of the

consolidated annual accounts that are free

from material misstatement, whether due

to fraud or error.

Responsibility of the “Réviseur

d’entreprises agréé”

our responsibility is to express an opinion

on these consolidated annual accounts

based on our audit. We conducted our

audit in accordance with international

standards on auditing as adopted for

luxembourg by the “Commission de

surveillance du secteur financier”. those

standards require that we comply with

ethical requirements and plan and perform

the audit to obtain reasonable assurance

whether the consolidated annual accounts

are free from material misstatement.

an audit involves performing procedures

to obtain audit evidence about the amounts

and disclosures in the consolidated

annual accounts. the procedures

selected depend on the judgment of the

“Réviseur d’entreprises agréé”, including

the assessment of the risks of material

misstatement of the consolidated annual

accounts, whether due to fraud or error.

in making those risk assessments, the

“Réviseur d’entreprises agréé” considers

internal control relevant to the entity’s

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preparation and fair presentation of the

consolidated annual accounts in order

to design audit procedures that are

appropriate in the circumstances, but not

for the purpose of expressing an opinion

on the effectiveness of the entity’s internal

control. an audit also includes evaluating

the appropriateness of accounting policies

used and the reasonableness of accounting

estimates made by the Board of directors, as

well as evaluating the overall presentation

of the consolidated annual accounts.

We believe that the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our audit opinion.

opinion

in our opinion, the consolidated annual

accounts give a true and fair view of the

consolidated financial position of Banque

havilland s.a. as of 31 december 2014, and

of the consolidated results of its operations

for the year then ended in accordance

with luxembourg legal and regulatory

requirements relating to the preparation of

the consolidated annual accounts.

RepoRt on otHeR legal and

Regul atoRy RequiReMents

the consolidated management report,

which is the responsibility of the Board of

directors, is consistent with the consolidated

annual accounts.

pricewaterhouseCoopers, société coopérative

luxembourg, 31st March 2015

Represented by

paul neyens

PricewaterhouseCoopers Société à responsabilité limitée Réviseur d’Entreprises

400, Route d’EschB.P. 1443L-1014 LuxembourgTelephone +352 494848-1Facsimile +352 [email protected]

Cabinet de révision agréé. Expert-comptable(autorisation gouvernementale n°00123693)R.C.S. Luxembourg B 65 477Capital social EUR 516 950TVA LU17564447

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Banque Havilland s.a.Consolidated BalanCe sHeet as at deCeMBeR 31, 2014 (eXpRessed in euRo)

assets notes 31/12/2014 31/12/2013

Cash in hand, balances with central banks and post

office banks 4.1,7.1 95 527 254 5 482 960

loans and advances to credit institutions

repayable on demand

other loans and advances

4.2, 7.1, 7.3209 441 092

45 681 659149 602 067

4 750 001

255 122 751 154 352 068

loans and advances to customers 2.4.3, 4.3, 7.1, 7.3 202 288 741 69 009 797

debt securities and other fixed-income securities

issued by public bodies

issued by other borrowers

2.4.1, 4.4, 7.1, 7.325 098 241

529 838 54326 807 172

363 582 105

554 936 784 390 389 277

shares and other variable-yield transferable securities 2.4.2, 4.5,7.1, 7.3 44 239 435 13 518 477

intangible assets 2.3.1, 4.6 4 678 106 2 474 636

goodwill of first consolidation 2.2, 4.7 13 598 659 -

tangible assets 2.3.2, 4.6 10 992 618 121 510 436

other assets 4.8 71 160 110 65 254 293

prepayments and accrued income 4 272 413 3 085 102

TOTAL ASSETS 4.9 1 256 816 871 825 077 046

the accompanying notes form an integral part of these consolidated annual accounts.

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liaBilities notes 31/12/2014 31/12/2013

amounts owed to credit institutions

repayable on demand

with agreed maturity dates or periods of notice

5.1, 7.13 749 627

107 804 6331 537 647

209 535 143

111 554 260 211 072 790

amounts owed to customers other debts

repayable on demand

with agreed maturity dates or periods of notice

5.2, 7.1774 322 806

91 974 114372 624 912

26 196 863

866 296 920 398 821 775

other liabilities 5.3 90 840 615 82 142 463

accruals and deferred income 4 705 657 1 902 403

provisions

provisions for taxation

other provisions

2 744 8755 038 011

2 079 0145 974 195

7 782 886 8 053 209

fund for general banking risks 2.5 16 088 653 12 429 001

subscribed capital 5.4, 5.6 130 000 000 100 000 000

share premium accounts 5.4, 5.6 1 260 709 1 260 709

Reserves 5.5, 5.6 1 525 658 1 511 079

Reevaluation reserves 5.6 (87 328) (5 991)

Consolidation reserves 2.2, 5.6, 5.7 2 580 440 2 580 440

Minority interests 5.6 16 140 467 -

profit brought forward 5.6 5 350 537 4 318 137

profit for the financial year 5.6 2 777 397 991 031

TOTAL LIABILITIES 5.8 1 256 816 871 825 077 046

the accompanying notes form an integral part of these consolidated annual accounts.

Banque Havilland s.a.Consolidated BalanCe sHeet as at deCeMBeR 31, 2014 (eXpRessed in euRo)

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Banque Havilland s.a.Consolidated oFF BalanCe sHeet FoR tHe YeaR ended deCeMBeR 31, 2014

(eXpRessed in euRo)

off BalanCe sHeet iteMs notes 31/12/2014 31/12/2013

Contingent liabilities

of which: Guarantees and assets pledged as collateral

security

6.1, 7.1, 7.3 5 374 162

5 374 162

4 623 659

4 623 659

fiduciary transactions 130 718 130 718

the accompanying notes form an integral part of these consolidated annual accounts.

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notes 2014 2013

interest receivable and similar income

of which: arising from debt securities and other

fixed-income securities

interest payable and similar charges

8.1

13 405 4557 225 767

(1 333 466)

9 610 1916 731 508

(6 504 310)

Net interest income 12 071 988 3 105 881

Income from transferable securities

income from shares and other variable-yield securities 1 042 583

Commission receivable

Commission payable

8.1 9 966 874(2 843 378)

4 457 920(753 490)

Net commission income 7 123 496 3 704 430

Net profit on financial operations 8.1 5 946 598 4 734 343

Other operating income 8.2 13 488 189 16 893 523

total operating income 38 631 313 28 438 760

general administrative expenses

staff costs

of which:

- wages and salaries

- social security costs

of which: social security costs relating to pensions

other administrative expenses

9.1, 9.2

9.3

(11 461 721)

(9 340 181)(1 136 995)

(378 176)(8 050 150)

(9 129 511)

(7 647 853)(671 009)(246 157)

(8 914 564)

(19 511 871) (18 044 075)

Value adjustments in respect of tangible and

intangible assets (3 877 361) (3 006 182)

Other operating charges 8.3 (12 371 163) (10 032 044)

Value adjustments in respect of loans and advances and

provisions for contingent liabilities and for commitments8.4

(387 085) (550 317)

the accompanying notes form an integral part of these consolidated annual accounts.

Banque Havilland s.a.Consolidated pRoFit and loss aCCount FoR tHe YeaR ended deCeMBeR 31, 2014

(eXpRessed in euRo)

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notes 2014 2013

Value re-adjustments in respect of loans and

advances and provisions for contingent liabilities

and for commitments 8.4 442 398 275 725

Transfer to and income from the fund for general

banking risks - 4 571 000

profit before tax 2 926 231 1 652 867

taxes on profit on ordinary activities 8.5 (76 013) (64 200)

profit after tax 2 850 218 1 588 667

other taxes not shown under the preceding items (508 610) (597 636)

Profit for the financial year 2 341 608 991 031

Thereof minority interests (435 789) -

Profit for the financial year attributable to the Group 2 777 397 991 031

the accompanying notes form an integral part of these consolidated annual accounts.

Banque Havilland s.a.Consolidated pRoFit and loss aCCount FoR tHe YeaR ended deCeMBeR 31, 2014

(eXpRessed in euRo)

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1 geneRal

Banque havilland s.a. (the “Bank”) was incorporated in the grand-duchy of

luxembourg on July 10, 2009 as a limited liability company (“société anonyme”). the

Ministry of finance granted the company a banking licence on June 25, 2009.

the Bank was created through a non cash contribution of assets and liabilities from

a former bank. this non cash contribution was calculated as the lower of net book

value or fair value as at the date of the contribution. as a consequence, the Bank

is now carrying all former assets and liabilities and reflects the historical cost and

accumulated depreciation.

the Bank is registered at the luxembourg “Registre du Commerce et des sociétés”

under the number B0147.029. the head office is located 35a, avenue J.f. Kennedy,

l-1855 luxembourg.

the share capital of the Bank prepares is expressed in euro (euR) and the accounting

records are prepared and maintained in this currency. the Bank’s accounting year is

defined as the calendar year.

the Bank is permitted to carry out all banking activities. its principal activity is

private banking.

the Bank and the subsidiaries described in note 3 are referred to as the “group”.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014

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2 suMMaRY oF signiFiCant aCCounting poliCies

the group prepares its consolidated accounts using the historical cost principle, in

accordance with the laws and regulations in force in the grand duchy of luxembourg

and on the basis of accounting principles generally accepted by the banking sector in

the grand duchy of luxembourg. the accounting policies and the valuation principles

are determined and applied by the Board of directors, apart from those which are

defined by law and by the Commission de surveillance du secteur financier.

2.1 Consolidation MetHod

the group has adopted the full consolidation method for its subsidiaries (direct or

indirect holding of more than 50%).

2.2 diffeRenCes on fiRst Consolidation

differences on first consolidation represent the difference between the cost of the

parent company’s investment in the consolidated subsidiaries and its share of the

net assets of these companies as at the date of acquisition of its investment.

positive differences on first consolidation are disclosed on the asset side of the

balance sheet (as goodwill of first consolidation) and amortized over 5 years on a

linear basis.

negative differences on first consolidation are shown on the liabilities side of the

consolidated balance sheet.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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2.3 fixed assets

2.3.1 intangible assets

intangible assets are included at purchase price less accumulated depreciation.

intangible assets consist of software amortized over 4 years on a linear basis.

formation expenses and costs in relation to capital increases are directly expensed

when incurred. other intangible assets consist of leasehold right and are not amortized.

goodwill arising from purchase of assets is amortised over 4 years on a linear basis.

2.3.2 tangible assets

tangible assets are included at purchase price less accumulated depreciation.

tangible assets are depreciated over their expected useful life.

the rates and methods of depreciation are as follows:

Rates MetHod

office equipment, fixtures & fittings 25.0% linear

Company cars 25.0% linear

Building 25.0% linear

fixtures and fittings costing less than euR 867 or whose expected useful life does

not exceed one year are charged directly to profit and loss account for the year.

2.3.3 shares in affiliated undertakings

holdings are recorded at purchase price. if the valuation is lower than the purchase

price, value adjustments are booked to account for the unrealised loss. this adjustment

is made when the Board of directors considers the depreciation as durable. the value

adjustment is not maintained if the reasons for which it was recorded no longer exist.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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2.4 CuRRent assets

2.4.1 debt securities and other fixed-income securities

holdings are recorded at purchase price.

Value adjustments are made for securities in the structural portfolio for which the

valuation is lower than the purchase price. the valuation is the market value on the

balance sheet date or the estimated realisable value or the quotation which best

represents the inherent value of the securities held.

2.4.2 shares and other variable-yield securities

shares and other variable-yield securities are recorded at purchase price. if the

valuation is lower than the purchase price, value adjustments are booked to account

for the unrealised loss.

2.4.3 loans and advances

loans and advances are disclosed at their nominal value. accrued interests are

recorded under the heading “prepayments and accrued income” on the asset side

of the balance sheet.

2.4.4 value adjustments in respect of current assets

the policy of the group is to establish specific provisions to cover the risk of loss and

of the non-recovery of debtors.

Value adjustments are deducted from the relevant current assets.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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2.4.5 provision for assets at risk

a tax free lump-sum provision is accounted for based on the group’s assets at

risk. these assets are determined in accordance with the regulatory provisions

governing the computation of the capital adequacy ratio. the lump-sum provision

is split between the relevant assets at risk in accordance with the provisions of the

luxembourg Monetary institute circular letter dated december 16, 1997. the portion

related to the assets at risk is deducted from these assets.

2.5 fund foR geneRal Banking Risks

the group has established a fund for general banking risks to cover the particular

risks associated with banking. transfers to this fund are booked from income

after tax, but before determination of net income. this fund is not subject to any

quantitative limit.

2.6 puRCHase pRiCe of fungiBle assets

the group values fungible assets by the weighted average price method.

2.7 valuation of foReign CuRRenCy BalanCes and tRansaCtions

2.7.1 foreign currency conversion

the share capital of the group is expressed in euro (“euR”) and the accounting

records are maintained in that currency.

shares in affiliated undertakings included in fixed assets as well as intangible and

tangible assets are converted at the historic rate. all other assets and liabilities

denominated in a currency other than euR are converted into euR at the rate of

exchange ruling at the balance sheet date.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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income and charges in foreign currencies are converted into euR at the rate of

exchange ruling on the date of the transaction.

foreign currency differences arising from these valuation principles are taken to the

profit and loss account.

the financial statements of subsidiaries whose operating currency is not the euR are

converted using the closing rate method. under this method, all assets, liabilities

and result brought forward, both monetary and non-monetary, are converted using

the spot exchange rate at the balance sheet date. income and expense items are

converted at the average rate for the year.

2.7.2 valuation of transactions not subject to currency risk

Swap transactions not linked to balance sheet items

the spot result realised in cash terms is offset by the result arising from the

revaluation of the forward leg. the premium/discount is spread prorata temporis.

Over-the-counter closed forward transactions

future profits that are certain to arise are deducted from future losses that are

certain to arise in the same currency.

a provision is created for any excess losses; any excess profits are deferred.

2.7.3 valuation of transactions subject to currency risk

Over-the-counter speculative forward transactions

provision is made for unrealised losses on forward transactions, which do not

represent the hedging of a spot position. unrealised gains are not accounted for.

the Bank only enters into financial instruments for hedging purposes.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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3 sCope oF Consolidation

naMe of tHe CoMpany RegisteRed offiCe

pRopoRtion of tHe Capital Held By tHe paRent CoMpany

31/12/2014 31/12/2013

Parent company

Banque havilland s.a.

luxembourg

Full consolidation

Banque havilland (Monaco) s.a.M. Monaco 100.0% 100.0%

Kaytwo s.à r.l. (1) luxembourg 0.0% 100.0%

Kaupthing life and pension s.a. luxembourg 100.0% 100.0%

Blackfish Capital Management limited united Kingdom 100.0% 100.0%

Blackfish Capital holdings limited united Kingdom 100.0% 100.0%

Banque havilland (liechtenstein) ag (2) liechtenstein 52.5% 0.0%

Banque havilland (Bahamas) ltd. (3) Bahamas 100.0% 0.0%

(1) sold in January 2014

(2) acquired with effect september 30, 2014

(3) acquired with effect october 31, 2014

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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4 detailed disClosuRes Relating to asset Headings

4.1 CasH in Hand, BalanCes witH CentRal Banks and post offiCe Banks

in accordance with the requirements of the european Central Bank, the Central

Bank of luxembourg implemented effective January 1, 1999, a system of mandatory

minimum reserves which applies to all luxembourg credit institutions. the

reserve balance as at december 31, 2014 held by the group with the Central Bank

of luxembourg amounted to euR 15 089 695 (2013: euR 3 734 274). the group

has an overnight deposit at the Central Bank of luxembourg of euR 55 000 000

as at 31 december 2014 (2013: 0). the reserve balance as at december 31, 2014

held by the group with the Banque de france amounted to euR 1 351 609 (2013:

euR 1 193 519). the resere balance as at december 31, 2014 held by the group with

the swiss national bank amounted to euR 19 996 484 (2013: euR 0).

4.2 loans and advanCes to CRedit institutions

as at december 31, 2014, the group has no amount owed to affiliated credit

institutions (2013: euR 0).

4.3 loans and advanCes to CustoMeRs

as at december 31, 2014, loans and advances to related parties amount to

euR 36 835 537 (2013: euR 0).

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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4.4 deBt seCuRities and otHeR fixed-inCoMe tRansfeRaBle seCuRities

this heading includes debt securities, whether quoted on a recognised market or

not, issued by public bodies, credit institutions or other issuers and which are not

included under another balance sheet heading.

Quoted and non-quoted securities are analysed as follows:

2014 euR

2013 euR

securities quoted on a recognised market 537 849 322 385 445 944

securities not quoted on a recognised market 17 087 462 4 943 333

TOTAL 554 936 784 390 389 277

all the debt securities and other fixed-income securities held are included in the

structural portfolio. the group uses the european Central Bank Monetary policy

operations to finance a part of its eligible securities portfolio.

4.5 sHaRes and otHeR vaRiaBle-yield tRansfeRaBle seCuRities

this heading includes shares, holdings in investment funds and other variable-yield

securities whether quoted on a recognised market or not which are not included in

fixed asset investments.

Quoted and non-quoted shares and other variable-yield securities are analysed as follows:

2014 euR

2013 euR

securities quoted on a recognised market

44 230 791 13 515 291

securities not quoted on a recognised market 8 644 3 186

TOTAL 44 239 435 13 518 477

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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all shares and other variable-yield securities held are included in the structural portfolio.

as at december 31, 2014, the group holds shares and other variable-yield

transferable securities amounting to euR 30 766 627 for hedging purposes in the

frame of contracts for differences (Cfd) with clients.

4.6 MoveMents on fixed assets

fixed assets (in euR)

gRoss value at tHe

Beginning of tHe finanCial

yeaR

additions ReduCtions gRoss value at tHe

end of tHe finanCial

yeaR

CuMulative value

adjustMent(*)

net Book value as at

31/12/2014

net Book value as at

31/12/2013

1. intangible assets

Software

Goodwill

Other intangible assets

8 998 7526 841 844

662 7881 494 120

5 676 8852 081 1583 595 727

-

(800 000)--

(800 000)

13 875 6378 923 0024 258 515

694 120

(9 197 531)(8 105 958)(1 091 573)

-

4 678 106 817 044

3 166 942694 120

2 474 636 1 022 909

651 727800 000

2. tangible assets

of which:

Office equipment,

fixtures and fittings

Company cars

Building

149 658 369

12 455 966103 030

137 099 373

16 755 208

1 842 125155 642

14 757 441

(137 819 420)

(672 197)(47 850)

(137 099 373)

28 594 157

13 625 894210 822

14 757 441

17 601 539)

(13 326 419)(110 834)

(4 164 286)

10 992 618

299 47599 988

10 593 155

121 510 436

608 71140 836

120 860 889

TOTAL 158 657 121 23 432 093 (138 619 420) 42 469 794 (26 799 070) 15 670 724 123 985 072

(*) including lump sum provision

4.7 goodwill of fiRst Consolidation

goodwill has a total value of euR 13 598 659 (2013: euR 0) and consists of positive

differences arising from first consolidation of new subsidiaries included in the

consolidation perimeter in 2014.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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4.8 otHeR assets

this heading consists of the following:

2014 euR (*)

2013 euR (*)

investment for the benefit of life insurance

policyholders who bear the investment risk

63 373 353 61 356 798

tax advances 1 425 994 7 466

guarantee called 1 105 684 1 037 532

Management and performance fees receivable 783 749 842 119

Margin calls on contracts for differences with clients 3 338 068 -

invoices issued 60 231 52 597

other receivables 1 073 031 1 957 781

TOTAL 71 160 110 65 254 293

(*) including lump-sum provision

4.9 assets denoMinated in foReign CuRRenCies

assets denominated in currencies other than euR have a total value of

euR 544 063 596 (2013: euR 306 012 729) as at december 31, 2014. the gap

between non euR denominated assets and non euR denominated liabilities is

covered by exchange rates derivatives instruments.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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5 detailed disClosuRes Relating to liaBilitY Headings

5.1 aMounts owed to CRedit institutions

as at december 31, 2014, the group has no amount owed to affiliated credit

institutions (2013: euR 0).

5.2 aMounts owed to CustoMeRs

as at december 31, 2014, amounts owed to related parties amount to euR 54 409 967

(2013: euR 51 895 981).

5.3 otHeR liaBilities

this heading consists of the following:

2014 euR (*)

2013 euR (*)

technical provisions for life insurance policies where

the investment is borne by the policyholders

63 373 353 61 356 798

invoice payable 2 506 308 2 253 584

guarantee payable 1 244 782 1 244 777

payable on sales of securities 16 758 134 15 849 196

Business introducers commissions payables 474 869 -

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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issued cheques 2 349 311 -

other payable 3 250 430 775 724

preferential creditors 883 428 662 384

TOTAL 90 840 615 82 142 463

5.4 suBsCRiBed Capital and sHaRe pReMiuM

as at december 31, 2014, the subscribed and fully paid share capital of the group is

euR 130 000 000 made up of 130 000 shares with a nominal value of euR 1 000 each.

5.5 legal ReseRve

in accordance with article 72 of the luxembourg company law, an amount of 5% of

net profits should be allocated to a non distributable legal reserve, until this reserve

reaches 10% of the subscribed capital. as a result, the annual general meeting of

the group held on april 22, 2014 has allocated an amount of euR 14 579 to the legal

reserve, in respect of the 2013 financial year.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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suB-sCRiBed Capital

euR

sHaRe pReMiuM

euR

legalReseRve

euR

Realua-tion

ReseRveeuR

Consolida-tion

ReseRveeuR

MinoRityinteR-

estseuR

pRofit BRougHt foRwaRd

euR

CuRRent yeaR

pRofit euR

total own

funds euR

Balance at

December 31, 2013 100 000 000 1 260 709 1 511 079 (5 991) 2 580 440 - 4 318 137 991 031 110 655 405

transfer to

legal reserve- - 14 579 - - - - (14 579) -

Capital increase 30 000 000 30 000 000

profit brought

forward- - - - - - 976 452 (976 452) -

Current year

variation- - - (81 337) - 16 140 467 55 948 - 16 115 078

Current year

profit- - - - - - - 2 777 397 2 777 397

BALAncE AT DEcEmBEr 31, 130 000 000 2014

1 260 709 1 525 658 (87 328) 2 580 440 16 140 467 5 350 537 2 777 397 159 547 880

5.6 CHanges in sHaReHoldeRs’ equity

the movements of shareholders’ equity of Banque havilland s.a. may be summarised

as follows:

the appropriation of the 2013 result was approved by the annual Meeting of shareholders

on april 22, 2014.

during the year 2014, the Bank carried out a euR 30 000 000 capital increase, corresponding

to the issue of 30 000 new shares with a nominal value of euR 1 000 each; this capital

increase was approved by the extraordinary general Meeting dated november 28, 2014.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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5.7 Consolidation ReseRves

Consolidated reserves are made up of differences on first consolidation of affiliated

subsidiaries. Movements as of december 31, 2014 are detailed as follow:

entities (in euR) 2013 additions ReduCtions 2014

Kaupthing life and pension s.a. 2 046 129 - - 2 046 129

Blackfish Capital Management limited 98 754 - - 98 754

Blackfish Capital holdings limited (295 809) - - (295 809)

Banque havilland (Monaco) s.a.M. 731 366 - - 731 366

TOTAL 2 580 440 - - 2 580 440

5.8 liaBilities denoMinated in foReign CuRRenCies

liabilities denominated in currencies other than euR have a total value of

euR 527 819 293 (2013: euR 294 931 260) as at december 31, 2014. the majority

of the gap between non euR denominated assets and non euR denominated liabilities

is covered by exchange rates derivative instruments.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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6 inFoRMation Relating to oFF-BalanCe sHeet iteMs

6.1 Contingent liaBilities

Contingent liabilities consist of guarantees and other direct substitutes for loans.

6.2 deposit guaRantee and investoR CoMpensation sCHeMe

the Bank is member of the “association pour la garantie des dépôts, luxembourg”

(“a.g.d.l.”). the sole purpose of the agdl is to establish a system of mutual

guarantee for cash deposits and receivables from investment operations made

by individuals and small companies with the members of the agdl regardless of

nationality or residence.

the agdl will reimburse the deposit holder the amount of his guaranteed cash deposits

and to the investor the amount of his guaranteed receivable up to euR 100 000 per

guaranteed cash deposit and up to euR 20 000 per guaranteed receivable arising

from investment operations other than that relating to a cash deposit.

as at december 31, 2014 a provision of euR 125 000 has been made in respect of

specific liabilities arising under this scheme (2013: euR 62 500).

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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6.3 open foRwaRd agReeMents at tHe BalanCe sHeet date

the group is engaged in forward foreign exchange transactions (swaps, outrights)

in the normal course of its business. a significant portion of these transactions has

been contracted to hedge the effects of fluctuations in exchange rates.

6.4 ManageMent and RepResentative seRviCes supplied By tHe

gRoup

the group’s services to third parties consist of:

• Managementandadviceonassetmanagement;

• Safekeepingandadministrationofmarketablesecurities;

• Creditactivities;

• Insuranceservices;

• Fundadministration.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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7 inFoRMation Relating to FinanCial instRuMents

7.1 disClosuRes Relating to pRiMaRy finanCial instRuMents in

Relation to non tRading aCtivities

the following tables provide an analysis of the carrying amount of primary financial

assets and financial liabilities of the group into relevant maturity groupings based

on the remaining periods to repayment.

as at december 31, 2014, primary financial assets and liabilities are analysed as

follows (in euR):

finanCial assets

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

MoRe tHan five

yeaRs

no MatuRity

total

Cash, balances with central banks and post office banks 95 527 254 - - - - 95 527 254

loans and advances to credit institutions 250 372 751 - 4 750 000 - - 255 122 751

loans and advances to customers 61 959 409 29 363 041 103 939 844 7 026 447 - 202 288 741

debt securities and other fixed-income securities 5 665 336 73 766 134 429 826 057 36 414 793 9 264 464 554 936 784

shares and other variable-yield securities - - - - 44 239 435 44 239 435

TOTAL 413 524 750 103 129 175 538 515 901 43 441 240 53 503 899 1 152 114 965

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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finanCialliaBilities

less tHan tHRee

MontHs

Between tHRee MontHs and one yeaR

Between one yeaR and

five yeaRs

MoRe tHan five yeaRs

total

amounts owed to central banks 80 000 000 - - - 80 000 000

amounts owed to credit institutions 31 471 825 82 435 - - 31 554 260

amounts owed to customers 840 630 604 25 496 641 169 675 - 866 296 920

Contingent liabilities 4 609 541 - - 764 621 5 374 162

TOTAL 956 711 970 25 579 076 169 675 764 621 983 225 342

the maturity mismatch between the assets and the liabilities of the group are mainly

related to the group’s bond portfolio. this portfolio mainly comprises of floating rate

notes indexed on the 3 or 6 months libor a smaller portion relates to fixed-coupon

bonds and structured-coupon bonds, which are interest sensitive. the duration

of this fixed and structured-coupon portfolio is 3.23 years. about one third of the

funding of the portfolio is made through the eCB Monetary policy operations via

MRo’s and ltRo’s (medium and long term refinancing operations).

a positive shift of 200 bps of the interest rate curve would mean a decrease of about

euR 9 408 061 mio of the present value of our assets and liabilities. the portfolio is

therefore slightly sensitive to the fluctuation of short term rates. these bonds are

deemed sufficiently liquid should the group decreases its eCB funding.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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as at december 31, 2013, primary financial assets and liabilities are analysed as

follows (in euR):

finanCial assets

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

MoRe tHan five

yeaRs

no MatuRity

total

Cash, balances with central banks and post office banks 5 482 960 - - - - 5 482 960

loans and advances to credit institutions 149 602 068 - - 4 750 000 - 154 352 068

loans and advances to customers 21 881 232 18 254 518 28 874 047 - - 69 009 797

debt securities and other fixed-income securities 14 226 396 54 448 280 286 169 112 27 959 599 7 585 890 390 389 277

shares and other variable-yield securities - - - - 13 518 477 13 518 477

TOTAL 191 192 656 72 702 798 315 043 159 32 709 599 21 104 367 632 752 579

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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finanCialliaBilities

less tHan tHRee

MontHs

Between tHRee MontHs and one yeaR

Between one yeaR and

five yeaRs

MoRe tHan five yeaRs

total

amounts owed to central banks 40 000 000 - 50 000 000 - 90 000 000

amounts owed to credit institutions 121 072 790 - - - 121 072 790

amounts owed to customers 391 617 811 6 203 964 1 000 000 - 398 821 775

Contingent

liabilities 3 432 008 427 030 - 764 621 4 623 659

TOTAL 556 122 609 6 630 994 51 000 000 764 621 614 518 224

7.2 disClosuRes Relating to deRivative finanCial instRuMents

the following tables provide an analysis of the derivative financial assets and liabilities

of the group into relevant maturity groupings based on the remaining periods to

repayment. as at december 31, 2014, over-the-counter derivative financial assets

and liabilities are analysed as follows (in euR):

finanCial assets

(notional amounts)

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

total positive faiR value

instruments linked to

exchange rates

- forward currency contracts

- currency swap contracts

3 135 02038 466 034

--

--

3 135 02038 466 034

42 158567 139

TOTAL 41 601 054 - - 41 601 054 609 297

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finanCial liaBilities

(notional amounts)

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

total negative faiR value

instruments linked to

exchange rates

- forward currency contracts

- currency swap contracts

4 458 44840 745 013

3 323 254-

--

7 781 70240 745 013

160 034467 960

TOTAL 45 203 461 3 323 254 - 48 526 715 627 994

as at december 31, 2013, over-the-counter derivative financial assets and liabilities

are analysed as follows (in euR):

finanCial assets

(notional amounts)

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

total positive faiR value

instruments linked to

exchange rates

- forward currency contracts

- currency swap contracts

12 411 98541 292 081

--

--

12 411 98541 292 081

48 948398 792

TOTAL 53 704 066 - - 53 704 066 447 740

finanCial liaBilities

(notional amounts)

less tHan tHRee

MontHs

Between tHRee

MontHs and one yeaR

Between one yeaR and five

yeaRs

total negative faiR value

instruments linked to

exchange rates

- forward currency contracts

- currency swap contracts

26 667 62862 093 221

--

--

26 667 62862 093 221

115 507776 741

TOTAL 88 760 849 - - 88 760 849 892 248

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7.3 disClosuRes Relating to CRedit Risk

the group is exposed to credit risk mainly through its lending, investing and

hedging activities and in cases where the group acts as an intermediary on behalf of

customers and issues guarantees.

the group’s primary exposure to credit risk arises from its loans and advances and

debt securities. the credit exposure in this regard is represented by the carrying

amounts of the assets in the balance sheet.

the group is also exposed to off-balance sheet credit risk through guarantees

issued and instruments linked to exchange, interest and other market rates

(forward transactions, swap and option contracts). the credit exposure in respect

of instruments linked to exchange, interest and other market rates are equal to the

equivalent at risk according to the initial risk approach.

the credit risk exposure can be analysed as follows (in euR):

2014 gRoss Risk exposuRe

2013 gRoss Risk exposuRe

loans and advances to credit institutions 255 122 751 154 352 068

loans and advances to customers 202 288 741 69 009 797

debt securities and other fixed-income securities 554 936 784 390 389 277

shares and other variable-yield securities 44 239 435 13 518 477

Contingent liabilities 5 374 162 4 623 659

instruments linked to exchange rates 2 427 992 2 849 298

TOTAL 1 064 389 865 634 742 576

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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loans and advances to customers are usually secured by cash, listed investments,

third party guarantees and mortgage on real estate property.

Credit risk concentrations on total on and off-balance sheet are analysed as follows:

2014 euR

2013 euR

Corporates 313 819 612 96 832 907

Credit institutions 658 505 488 468 980 066

individuals 66 065 667 40 456 269

public sector 25 999 098 28 473 334

TOTAL 1 064 389 865 634 742 576

Credit institutions, corporates, individuals and public sector are almost all from

oeCd countries.

7.4 infoRMation on tHe ManageMent of otHeR Risks

liquidity Risk

a cash management system enables the group to achieve a daily automatic

“vostro-nostro” reconciliation of its main correspondent accounts.

the group is able to identify possible cash flow errors, to determine adjusted

opening balances and generate an accurate liquidity gap to better channel short-

term liquidity needs.

the asset and liability Committee (“alCo”) receives a daily report on the overall

liquidity situation of the group, the upcoming liquidity risks and the cash buffer.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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interest Rate Risk

the group monitors its interest rate risk by analysing the different maturity gaps in

the balance sheet.

the group is not exposed to interest rate risks due to the nature of its business. less

than 10% of the assets are fixed rate denominated.

stress tests are performed quarterly by analysing parallel curve shifts.

exchange Rate Risk

the group’s main exposure to foreign exchange risk (“fX”) arises from usd, Chf,

dKK, gBp, seK, noK and isK.

a foreign exchange position system provides an overall view of the currency risk and

related profit or loss impact by business line, turnover and margins.

the implementation of a Value at Risk (“VaR”) model gives a view of the potential loss

of the overnight position.

the alCo members monitor and control the exchange rate risk through the daily

report received from the treasury department.

Market Risk

the group’s Market Risk is managed in both a qualitative and a quantitative manner.

the profit and loss of the group’s investment and fX book is reported daily by the

treasury to the alCo members. an in-depth analysis of the group’s investment

portfolio is performed twice a month in terms of geographic segmentation, sector

segmentation, type of products, last important news on the issuer, yield analysis,

rating agency’s views, liquidity, issuer’s healthiness, etc. the fX overnight’s risk

is computed daily through a 99% expected shortfall (student Copula with gamma

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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margin). these documents are sent to the alCo. all the investment’s decisions

are subject to the alCo approval and need to be compliant with the investment

guidelines as agreed by the Board of directors.

the monitoring and control of Cfd positions is operationalized, among others,

through the production of two daily reports: a Cfd control report and a Cfd

statement report. the details for each position, corresponding margin call, profit

and loss, computed VaR are indicated in these documents.

in case of any breach the Relationship Manager of the client and the credit department

are immediately informed. the Credit department with the support of the Relation

Manager has to solve the breach wether by margin calling the client, either by closing

the Cfd’s contract.

the treasury of the group can hedge the client’s Cfds either by backing the Cfd on

the market with a Cfd provider, either by taking positions on the underlying. in any

case, the group’s book has to be delta neutral.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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8 inFoRMation on tHe pRoFit and loss aCCount

8.1 geogRapHiCal analysis inCoMe

interest receivable and similar income, commission receivable and net profit on

financial operations mainly originate from Western europe.

8.2 otHeR opeRating inCoMe

other operating income are analysed as follows:

2014 euR

2013euR

provisions reversed

18 833

250 381

Rental income 18 000 7 809 379

income on insurance activities 10 164 023 8 121 839

fee re-invoicing 240 595 165 335

gain on sale of fixed assets 710 175 49 991

gain on deals/claims settled 1 113 362 289 157

gain on sale of building held as fixed assets 1 083 483 -

other 139 718 207 441

TOTAL 13 488 189 16 893 523

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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8.3 otHeR opeRating CHaRges

other operating charges are analysed as follows:

2014 euR

2013euR

impairment of loans to customers 85 556 139 195

administrative fees reinvoiced 266 640 664 268

Restructuring costs 250 000 800 000

expenses on insurance activities 10 138 463 8 302 952

agdl provision 62 500 62 500

Vat expenses 1 089 770 -

other 478 234 63 129

TOTAL 12 371 163 10 032 044

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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8.4 net value adjustMents in RespeCt of loans and advanCes and

pRovision foR Contingent liaBilities and foR CoMMitMents

this heading is analysed as follows:

2014euR

2013euR

specific value adjustments on loans and advances to credit institutions

additions

Reversals

--

-(116 742)

specific value adjustments on loans to customers

additions

Reversals

loan to customers fully impaired

Reversal of value adjustment on loan to customers fully impaired

387 085(398 785)

-(43 613)

550 317(158 983)

--

lump sum provision

additions

Reversals

--

--

TOTAL (55 313) 274 592

as at december 31, 2014, the lump sum provision amounts to euR 2 491 893 (2013:

euR 2 491 893).

8.5 tax infoRMation

the parent company is liable to taxes on income and net assets in line with the

luxembourg legislation.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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9 otHeR inFoRMation

9.1 infoRMation Relating to nuMBeR of peRsonnel eMployed and

ManageMent

the average number of persons employed during the financial year was as follows:

2014 2013

Management

8 5

employees 76 67

TOTAL 84 72

9.2 adMinistRative, ManageRial and supeRvisoRy Bodies

Remuneration paid to the various bodies of the group during the financial year was

as follows:

2014 euR

2013 euR

Management 1 421 586 854 294

supervisory body 248 750 257 539

TOTAL 1 670 336 1 111 833

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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there are no loans and advances granted to members of the Management and the

Board of directors as at december 31, 2014 (2013: euR 0).

as at december 31, 2014, no guarantee has been issued in favour of member of the

Management and the Board of directors.

it was decided at the annual general Meeting held on april 22, 2014 that four Board

members received emoluments in respect of their duties for a total gross amount of

euR 211 250 related to the fiscal year ended december 31, 2014 (2013: euR 195 000).

9.3 fees Billed By pRiCewateRHouseCoopeRs, soCiété CoopéRative,

luxeMBouRg and otHeR MeMBeR fiRMs

fees billed (excluding Vat) to the group by pricewaterhouseCoopers, société

cooperative, luxembourg and other member firms of the pricewaterhouseCoopers

network during the year are as follows:

2014euR

2013euR

audit fees

377 770 348 460

tax fees - 3 418

all other fees 256 671 41 820

TOTAL 634 441 393 698

such fees are presented under other administrative expenses in the consolidated

profit and loss account.

other fees are mainly related to due diligence work performed on acquisitions.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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9.4 suBsequent event

Kaupthing life & pension s.a. has entered into an agreement with another

luxembourg life insurance company to transfer the current insurance business

(policies and staff) to it . such transfer will only occur with the approval of the relevant

regulators. if approved the transfer is expected to take place in 2015.

Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)

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123_1w. banquehavilland.com

BANQUE HAVILLAND S.A.

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