Official Texts of the Banking Commission

Instruction No. 2006-02 of the Banking Commission Amended by Instruction No. 2010-04 of February 15, 2010 On the Appointment of Statutory Auditors

Article 1

This instruction applies to credit institutions, investment firms, payment institutions not exercising other activities in accordance with Article L. 522-3 (Instruction 2010-04), and financial companies subject to the supervision of the Banking Commission, as well as mixed holding financial companies whose coordinator is the Banking Commission, hereinafter referred to as "subject institutions."

Article 2

When a subject institution intends to appoint one or more statutory auditors, whether titular or alternate, whether for a new appointment or the renewal of a previous mandate (Instruction 2010-04), the information it is required to transmit in accordance with Articles D. 511-10, D. 517-2, or D. 533-4 of the Monetary and Financial Code must include the declaratory statement, Form 1, and, where applicable, Form 2, attached to this instruction, duly completed.

Article 3

When a change of mission manager exercising functions on behalf of a statutory audit firm in a subject institution is envisaged, this institution fulfills its information obligation to the Banking Commission provided for in Articles D. 511-10, D. 517-2, or D. 533-4 of the Monetary and Financial Code by transmitting to it the declaratory statement, Form 1, and, where applicable, Form 2, attached to this instruction, duly completed except for points B and C of the declaratory statement.

Article 4

Form 1M replaces Form 1 for credit institutions whose registered office is located in Monaco and for branches established in Monaco of credit institutions whose registered office is outside France.

Article 5

The declaratory statement and forms intended for the General Secretariat of the Banking Commission in application of this instruction must reach it as soon as possible, and in any case no later than two months before the date of the appointment of the statutory auditor(s) envisaged by the competent body or of the change of mission manager exercising functions on behalf of a statutory audit firm.

Credit institutions whose registered office is located in Monaco and branches, established in Monaco, of credit institutions whose registered office is outside France transmit their request for an opinion to the General Secretariat of the Banking Commission through the Budget and Treasury Directorate of the Principality of Monaco, within the time limits mentioned in the first paragraph and in Article 6.

Article 6

When a subject institution becomes aware of an element likely to modify, during the mandate, the content of the declaratory statement and forms transmitted to the General Secretariat of the Banking Commission, it informs the latter as soon as possible.

Article 7 (Instruction 2010-04)

In order to obtain the opinion of the Banking Commission on the appointment of their specific controllers, titular and alternate, provided for in Article L. 515-30 of the Monetary and Financial Code, real estate credit companies meet the information requirement of the Banking Commission by transmitting on each of the proposed controllers the same type of information as that provided for by this Instruction.

Annex I Declaratory Statement. Annex II Form 1. Annex III Form 1M. Annex IV Form 2.

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OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010)

Annex 1 to Instruction No. 2010-04

Request for Opinion on the Proposal for the Appointment of Statutory Auditors

Declaratory Statement to be completed by the institution 1

• Complete the tables and, where applicable, cross out unnecessary entries.
• Attach - duly completed by the proposed statutory auditor(s) - Form 1 and, where applicable, Form 2.

A – Identity of the declaring institution

Name of the entity

CIB

Status

• Credit institution
• Investment firm
• Payment institution
• Financial company
• Mixed holding financial company

Legal form

B – Obligations of the declaring institution

Obligation to publish consolidated accounts?

Reminder: Entities required to publish consolidated accounts must appoint at least two statutory auditors (Art. L. 823-2 of the Commercial Code)

YES / NO

If no: total of social balance sheet amount at December 31 of the last financial year:

Reminder: If the social balance sheet total of the entity is above a threshold (set by CRC Regulations No. 84-09 and 2002-02), it is mandatory to appoint at least two statutory auditors.

Obligation to inform the AMF?

If yes

• Under what title:
  • Securities admitted to trading on a regulated market (1) or Financial securities offered to the public on a multilateral trading system which submits to legislative or regulatory provisions aimed at protecting investors against insider dealing, market manipulation and the dissemination of false information (2)
• Has the proposal been brought to the attention of the Autorité des Marchés Financiers (a)?

YES / NO

YES / NO

(a) Cf. 1 and 2 of the previous paragraph and in accordance with Article L. 621-22-I or L.621-22-VI of the Monetary and Financial Code

1 For Monaco establishments, only take into account the relevant headings with regard to Monégasque regulation.

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OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010)

C – Details on the envisaged mandate(s)

Envisaged date of appointment of the statutory auditor(s) (a)

Nature of the envisaged mandates

• Titular 1 / Titular 2
• Alternate 1 / Alternate 2

Expiration date of the envisaged mandate(s) (b)

For companies whose securities are admitted to trading on a regulated market which intend to appoint one or more statutory audit firms, the mandatory rotation date of each mission manager.

• Titular 1
• Titular 2

Annual forecast budget for each titular statutory auditor whose appointment is envisaged or whose mandate is in progress (in euros and number of hours) (c)

• Titular 1:
• Titular 2:

Has the envisaged appointment(s) received a recommendation from the Audit Committee?

YES / NO (in this case, specify why) / Not applicable (in the absence of an audit committee)

(a) Date of the general meeting session to vote on the proposal for appointment or modification in case of change of mission manager for a statutory audit firm

Reminder: The Banking Commission has a period of two months – possibly extendable in case of request for additional information – to give its opinion on the proposal for the appointment of the statutory auditor.

(b) Last financial year audited by the statutory auditor(s) whose appointment is envisaged

(c) This information is indicative based on information known at the date of preparation of the request for opinion (a range may be indicated)

D – Statutory auditors after the envisaged appointment(s) 2

Statutory Auditor	Reason for Appointment (a)
Titular 1: If it is a natural person:<br>- Creation or approval of the institution<br>- New mandate<br>- Renewal of previous mandate with change of mission manager<br>- Renewal of previous mandate without change of mission manager<br>- Change of mission manager within the framework of an ongoing mandate (if company) (b)<br>- Other cases: (specify the reason, if necessary in a separate letter)<br><br>Name and Surname:<br><br>If it is a company:<br>Company Name:<br>Name and Surname of the mission manager:<br>Network (if applicable):
Alternate 1 (c)<br><br>If it is a natural person:<br>- Creation or approval of the institution<br>- New mandate<br>- Renewal of previous mandate with change of mission manager<br>- Renewal of previous mandate without change of mission manager<br>- Replacement of the previous titular by the previous alternate, due to: death / incapacity / resignation of the auditor in place (cross out the unnecessary mention and, in case of resignation, specify the reason in a separate letter)<br>- Change of mission manager within the framework of an ongoing mandate (if company)<br>- Other cases: (specify the reason, if necessary in a separate letter)<br><br>Name and Surname:<br><br>If it is a company:<br>Company Name:<br>Name and Surname of the mission manager:<br>Network (if applicable):
Titular 2<br><br>If it is a natural person:<br>- Creation or approval of the institution<br>- New mandate<br>- Appointment of a second statutory auditor<br>- Renewal of previous mandate with change of mission manager<br>- Renewal of previous mandate without change of mission manager<br>- Change of mission manager within the framework of an ongoing mandate (if company)<br>- Other cases: (specify the reason, if necessary in a separate letter)<br><br>Name and Surname:<br><br>If it is a company:<br>Company Name:<br>Name and Surname of the mission manager:<br>Network (if applicable):
Alternate 2<br><br>If it is a natural person:<br>- Creation or approval of the institution<br>- New mandate<br>- Appointment of a second statutory auditor<br>- Renewal of previous mandate with change of mission manager<br>- Renewal of previous mandate without change of mission manager<br>- Replacement of the previous titular by the previous alternate, due to: death / incapacity / resignation of the auditor in place (cross out the unnecessary mention and, in case of resignation, specify the reason in a separate letter)<br>- Change of mission manager within the framework of an ongoing mandate (if company)<br>- Other cases: (specify the reason, if necessary in a separate letter)<br><br>Name and Surname:<br><br>If it is a company:<br>Company Name:<br>Name and Surname of the mission manager:<br>Network (if applicable):

2 The table must be completed with as many titulaires and alternates as necessary.

(a) Delete unnecessary mentions for auditors whose appointment is envisaged; for auditors already in place and not covered by the request for opinion, cross out the entire box.

(b) This refers to the signing partner designated as "mission manager". Reminder (Art. D. 511-10 of the Monetary and Financial Code): "When the proposed statutory auditor is a statutory audit firm (...), the credit institution specifies the name of the statutory auditor partner, shareholder or director, responsible for the mission on behalf of this company. It informs the Banking Commission of any subsequent modification of this situation." Cf. also Articles D. 517-2 and D. 533-4.

(c) Reminder (Art. L. 823-1 of the Commercial Code): One or more statutory auditors, called upon to replace the titulaires in case of refusal, incapacity, resignation or death, are appointed under the same conditions. The functions of the alternate statutory auditor called upon to replace the titular end on the date of expiration of the mandate entrusted to the latter unless the incapacity is only temporary.

The signatory confirms that the institution he represents has ensured the experience of the proposed auditor(s), and that to his knowledge there is no element likely to call into question their independence vis-à-vis the declaring institution 3. He undertakes to inform the Banking Commission of any element of which he becomes aware subsequently and which could call into question the independence of the statutory auditor(s).

(Name, date and signature of a responsible executive)

3 Reminder: Incompatibility situations result notably from Article L. 822-11 of the Commercial Code and the Code of Ethics for Statutory Auditors (Decree 2005-1412 of November 16, 2005)

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OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010)

Annex 2 to Instruction No. 2010-04

Request for Opinion on the Proposal for the Appointment of Statutory Auditors

Form 1

Declaration to be established by the statutory auditor (natural person or mission manager 4 in case of appointment of a statutory audit firm)

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(Date and place)

I, the undersigned:

Name and Surname: ____________________________________________________________________________

Established at (address): ___________________________________________________________________________

Telephone: ______________ Fax: ______________ Email: ___________________________

(If applicable) Belonging, in the capacity of , to the statutory audit firm ____________________________________________________________ (name, address and SIREN No.), a company itself part of network 2___ (specify the name) or adhering to the technical association 2___________________________________________.

Envisaged for: my appointment / my renewal

In the capacity of: statutory auditor natural person / mission manager on behalf of the aforementioned statutory audit firm

As: titular / alternate

Of (company name of the institution envisaging the appointment): _______________________________

Confirms being registered on the list provided for in Article L. 822-1 of the Commercial Code, established by the regional commission of ___________________________________________________________________________

I confirm having carried out the necessary diligence to assess whether the acceptance of the envisaged certification mission would not place me in a position to affect compliance with the fundamental principles of conduct of statutory auditors provided for by the code of ethics and the professional standards in force, and notably to harm the principles of impartiality, independence, prevention of conflicts of interest and competence necessary for the exercise of my mission (if applicable, specify in a separate letter the identified risk situations and the safeguard measures put in place).

In particular, I confirm for myself and (if applicable) for the company on whose behalf I would exercise the missions mentioned above:

– having the necessary integrity to accept the envisaged mandate, and notably not being subject to a disciplinary or judicial sanction that would prevent me from accepting the envisaged mandate;

4 Reminder: When the entity informs the Banking Commission of its intention to appoint a statutory audit firm as statutory auditor, it specifies the name of the statutory auditor partner, shareholder or director, responsible for the mission on behalf of this company and exercising this function on behalf of this company, in accordance with Article L 822-9 of the Commercial Code.

2 As defined by Article 22 of the code of ethics.

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OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010)

– having an organization meeting the conditions provided for in Article 15 of the Code of Ethics, and the level of competence and human and material resources adapted to the size and nature of the activities of the institution considered as well as the extent of my mission;

– presenting no situation or financial, personal or professional link with the institution envisaging my appointment that could be likely to compromise my independence or susceptible to be perceived as likely to call into question the impartiality of my certification mission, and having notably taken all necessary measures to ensure compliance with Articles L. 822-10 to L. 822-14 of the Commercial Code as well as the Code of Ethics and the professional standards in force. I have noted in this regard the limitations imposed by Article L. 822-11 of the Commercial Code regarding the provision of services by the statutory auditor and (if applicable) by the network to which he belongs; I further confirm not holding any financial link likely to lead to any of the incompatibility situations provided for in Article 28 of the Code of Ethics, and having ensured that the members of the legal audit team do not have, with regard to the institution concerned, personal, financial or professional links incompatible with the legal audit mission, in application of Articles 26 to 30 of the Code of Ethics.

I undertake to inform the Banking Commission of any development likely to give rise to or reveal situations likely to call into question the content of this declaration during my mission.

I finally specify that I am aware of Article L. 613-9-II of the Monetary and Financial Code regarding the duty to inform which falls on statutory auditors vis-à-vis the Banking Commission concerning institutions subject to its supervision 5.

(Date and signature of the statutory auditor / mission manager) 6 (If applicable) (Name and signature of the executive of the statutory audit firm)

In accordance with Article 32 of Law No. 78-17 of January 6, 1978, as amended, relating to data processing, files and freedoms, the General Secretariat of the Banking Commission informs statutory auditors, natural persons, that the personal information collected through this form, which must be completed in application of Instruction No. 2006-02 of the Banking Commission on the appointment of statutory auditors, are intended to be recorded in the database of financial agents "BAFI" in order to allow the Banking Commission to carry out the mission, provided for in Article L. 511-38 of the Monetary and Financial Code, of formulating a prior opinion on the appointment of statutory auditors of institutions over which it exercises its supervision.

The interested parties may exercise their right of access (Article 39 of the "informatique et libertés" law) and rectification (Article 40) with the General Secretariat of the Banking Commission (89-1740, 73, rue de Richelieu, 75002 Paris).

5 Reminder (Art. L. 613-9-II of the Monetary and Financial Code): Statutory auditors are required to report as soon as possible to the Banking Commission any fact or decision concerning the persons mentioned in the first paragraph of I of this article of which they have become aware in the exercise of their mission, likely: 1- To constitute a violation of legislative or regulatory provisions applicable to them and likely to have significant effects on the financial situation, result or assets; 2 - To harm the going concern; 3 – To lead to the issuance of qualifications or the refusal of the certification of the accounts.

6 If the mission manager wishes, this declaration can be countersigned by an executive of the statutory audit firm.

OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010) 8 Annex 3 to Instruction No. 2010-04 Request for opinion on the proposal for the appointment of statutory auditors Form 1M Declaration to be completed by the statutory auditor

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(Date and place) I, the undersigned: Name and first names:____________________________________________________________________________ Established at (address):___________________________________________________________________________ Telephone:Fax:Electronic address (If applicable) Belonging, in the capacity of , to the accounting firm ____________________________________________________________ (name and address), a firm that is itself part of the network ___________________________ (specify the name) or affiliated with the technical association__________________. Nominated for: my appointment / my renewal as statutory auditor In the capacity of: principal / alternate Of (corporate name of the establishment considering the appointment):_______________________________ Confirm being registered on the roll drawn up by the Order Council according to the procedures provided for in Article 20 of Monegasque Law No. 1.231, and being authorized in this regard to exercise the functions of statutory auditor. I confirm having carried out the necessary diligence to assess whether accepting the contemplated certification mission would not place me in a position to affect compliance with the ethical principles applicable to statutory auditors of credit institutions in accordance with the Monetary and Financial Code, and notably to harm the principles of impartiality, independence, prevention of conflicts of interest, and competence necessary for the exercise of my mission. (If applicable, specify in a separate letter the identified risk situations and the safeguard measures put in place). In particular, I confirm: – having the necessary integrity to accept the contemplated mandate, and notably not being subject to a disciplinary or judicial sanction that would prevent me from accepting the contemplated mandate; – having an organization, level of competence, and human and material resources adapted to the size and nature of the activities of the establishment considered as well as to the extent of my mission; – not presenting with regard to the establishment considering my appointment any situation or any financial, personal, or professional link that could compromise my independence or be perceived as likely to call into question the impartiality of my certification mission, in accordance with Article L. 511-38, 3rd paragraph, of the Monetary and Financial Code which imposes on statutory auditors to present all guarantees of independence with regard to the controlled credit institutions. I confirm moreover having ensured that the members of the legal audit team do not have, with respect to the establishment concerned, personal, financial, or professional links incompatible with the legal audit mission.

OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010) 9 I undertake to inform the Banking Commission of any development likely to give rise to or reveal situations likely to call into question the content of this declaration during my mission. I finally specify having knowledge of Article L 613-9-II of the Monetary and Financial Code regarding the duty to inform which falls upon statutory auditors vis-à-vis the Banking Commission concerning establishments subject to its control7. (Date and signature of the statutory auditor) In accordance with Article 32 of the modified Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, the General Secretariat of the Banking Commission informs statutory auditors, natural persons, that the personal information collected through this form, which must be completed in application of Instruction No. 2006-02 of the Banking Commission relating to the appointment of statutory auditors, are intended to be recorded in the database of financial agents "BAFI" in order to allow the Banking Commission to carry out the mission, provided for in Article L. 511-38 of the Monetary and Financial Code, of formulating a prior opinion on the appointment of statutory auditors of establishments over which it exercises its control. Interested parties may exercise their right of access (Article 39 of the "information and freedoms" law) and rectification (Article 40) with the General Secretariat of the Banking Commission (89-1740, 73, rue de Richelieu, 75002 Paris).

7 Reminder (art. L. 613-9-II of the Monetary and Financial Code): Statutory auditors are required to report as soon as possible to the Banking Commission any fact or decision concerning the persons mentioned in the first paragraph of I of this article of which they have become aware in the exercise of their mission, of a nature: 1- To constitute a violation of legislative or regulatory provisions applicable to them and likely to have significant effects on the financial situation, result, or assets; 2 - To affect the going concern; 3 – To lead to the issuance of reservations or the refusal of the certification of accounts.

OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010) 10 Annex 4 to Instruction No. 2010-04 Request for opinion on the proposal for the appointment of statutory auditors Form 2 Professional Experience Form to be transmitted: – on the occasion of your first appointment in an establishment placed under the control of the Banking Commission following the publication of the Instruction; – subsequently, only on the occasion of your appointment in an establishment subject to presenting characteristics of size or nature of activities significantly different from those prevailing on the occasion of mandates previously exercised in subject establishments. Complete, if applicable, the table below with all elements that may be useful for assessing the level of experience with regard to the nature of the contemplated mandate (audit missions, consulting, actuarial, training attended and delivered, experience with IFRS standards for group entities whose securities are admitted to trading on a regulated market, etc.). For the information of the commission, please also specify, if applicable in a separate table, the mandates exercised as alternate statutory auditors in subject establishments. Name and first names __________________________________________________________ Summary of statutory audit missions Name of credit institutions, investment firms, payment institutions, financial companies and mixed financial holding companies already audited / currently under audit (a). Mandate exercised in the capacity of natural person (NP) or representative of a statutory audit firm (RS). Specify if you were mission manager (MM); in the other case, mention the nature of the work performed. Period (a) As far as possible, also specify the interbank code

OFFICIAL TEXTS OF THE BANKING COMMISSION Instruction No. 2006-02 (consolidated version as of 15/02/2010) 11 Other missions (if applicable) Name of the establishment Description of the mission Period Training attended or delivered Description Period Mandates held as alternate Name of the credit institution, investment firm, payment institution, financial company or mixed financial holding company Period Date and signature of the statutory auditor / mission manager In accordance with Article 32 of the modified Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, the General Secretariat of the Banking Commission informs statutory auditors, natural persons, that the personal information collected through this form, which must be completed in application of Instruction No. 2006-02 of the Banking Commission relating to the appointment of statutory auditors, are intended to be recorded in the database of financial agents "BAFI" in order to allow the Banking Commission to carry out the mission, provided for in Article L. 511-38 of the Monetary and Financial Code, of formulating a prior opinion on the appointment of statutory auditors of establishments over which it exercises its control. Interested parties may exercise their right of access (Article 39 of the "information and freedoms" law) and rectification (Article 40) with the General Secretariat of the Banking Commission (89-1740, 73, rue de Richelieu, 75002 Paris)