Instruction No. 2006-02 of March 10, 2006, on the Appointment of Statutory Auditors, as Amended by Instruction No. 2010-04

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 principal 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 opinion to the General Secretariat of the Banking Commission through the Direction du Budget et du Trésor of the Principality of Monaco, within the time limits mentioned in the first paragraph and in Article 6.

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

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)
To obtain the opinion of the Banking Commission on the appointment of their specific controllers, principal and alternate, provided for in Article L.515-30 of the Monetary and Financial Code, credit real estate 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.

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 mentions.
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 organization
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: amount of the total social balance sheet at December 31 of the last financial year:
Reminder: if the total social balance sheet 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

on what basis:
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 knowledge of the Autorité des Marchés Financiers (a)?
YES / NO

1 / 2
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 Monaco regulation.

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 principal 1 / principal 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 envisage appointing one or more statutory audit firms, mandatory rotation date of each mission manager.

Principal 1
Principal 2
Estimated annual budget for each statutory auditor principal whose appointment is envisaged or whose mandate is in progress (in euros and number of hours) (c)
Principal 1 :
Principal 2 :
Has the envisaged appointment(s) received a recommendation from the Audit Committee?
YES / NO (in which case, specify why) / Not applicable (in the absence of an audit committee)

(a) Date of the general meeting 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) Principal 1 : If it is a natural person :

Creation or approval of the institution
New mandate
Renewal of previous mandate with change of mission manager
Renewal of previous mandate without change of mission manager
Change of mission manager within the framework of an ongoing mandate (if company) (b)
Other cases: (specify the reason, if necessary in a separate letter)
Name and first name(s):
If it is a company :
Company name :
Name and first name(s) of the mission manager :
Network (if applicable) :
Alternate 1
(c)
If it is a natural person :
Creation or approval of the institution
New mandate
Renewal of previous mandate with change of mission manager
Renewal of previous mandate without change of mission manager
Replacement of the previous principal 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)
Change of mission manager within the framework of an
Name and first name(s):
If it is a company :
Company name :
Name and first name(s) of the mission manager :
Network (if applicable) :

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

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

Statutory auditor Reason for appointment (a) ongoing mandate (if company)

Other cases: (specify the reason, if necessary, in a separate letter)
Principal 2 If it is a natural person :
Creation or approval of the institution
New mandate
Appointment of a second statutory auditor
Renewal of previous mandate with change of mission manager
Renewal of previous mandate without change of mission manager
Change of mission manager within the framework of an ongoing mandate (if company)
Other cases: (specify the reason, if necessary in a separate letter)
Name and first name(s):
If it is a company :
Company name :
Name and first name(s) of the mission manager :
Network (if applicable) :
Alternate 2 If it is a natural person :
Creation or approval of the institution
New mandate
Appointment of a second statutory auditor
Renewal of previous mandate with change of mission manager
Renewal of previous mandate without change of mission manager
Replacement of the previous principal 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)
Change of mission manager within the framework of an ongoing mandate (if company)
Other cases: (specify the reason, if necessary, in a separate letter)
Name and first name(s):
If it is a company :
Company name :
Name and first name(s) of the mission manager :
Network (if applicable) :

(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 principals 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 principal 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 his independence with regard to 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 manager)

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)

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 responsible mission manager 4 in case of appointment of a statutory audit firm) __________________________________ (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 statutory audit firm ____________________________________________________________ (name, address and SIREN No.), a company itself part of the network 2__ (specify the name) or adherent to the technical association 2___________________________________________. Envisaged for: my appointment / my renewal As: statutory auditor natural person / mission manager on behalf of the aforementioned statutory audit firm In the capacity of: principal / 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 the respect of the fundamental principles of behavior 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 honorability 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 organization 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.

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 regard to 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 respect for Articles L. 822-10 to L. 822-14 of the Commercial Code as well as the Code of Ethics and professional standards in force. I have well 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 confirm moreover not holding any financial link likely to lead to one 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 establishment 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 evolution 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 on statutory auditors vis-à-vis the Banking Commission with regard to institutions subject to its supervision 5.

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

In accordance with Article 32 of the modified law n° 78-17 of January 6, 1978 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 continuity of operations; 3 – To lead to the issuance of reservations or the refusal of the certification of accounts.

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

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

Annex 3 to Instruction No. 2010-04
Request for opinion on the proposal for the appointment of statutory auditors Form 1M Declaration to be established by the statutory auditor __________________________________ (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 company itself part of the network ___________________________ (specify the name) or adherent to the technical association__________________. Envisaged for: my appointment / my renewal as statutory auditor In the capacity of: principal / alternate Of (company name of the institution envisaging the appointment):_______________________________ Confirms being registered on the roll drawn up by the Order Council according to the modalities provided for in Article 20 of Monaco law n° 1.231, and being authorized in this respect to exercise the functions of statutory auditor. 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 the respect of 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 honorability 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; – having an organization, 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 regard to 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, 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 credit institutions supervised. I confirm moreover having ensured that the members of the legal audit team do not have, with regard to the establishment concerned, personal, financial or professional links incompatible with the legal audit mission of the accounts.

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

I undertake to inform the Banking Commission of any evolution likely to create or reveal situations that could 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 incumbent on statutory auditors vis-à-vis the Banking Commission concerning establishments subject to its control 7.

(Date and signature of the statutory auditor)

Pursuant to Article 32 of the modified Law No. 78-17 of January 6, 1978, 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 as a matter of course in application of Instruction No. 2006-02 of the Banking Commission regarding 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 issuing 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 "data processing 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 continuity of operations; 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)
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 a subject establishment 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 necessary, the table below with all elements that may be useful for assessing the level of experience relative to the nature of the envisaged mandate (audit missions, consulting, actuarial, training attended and provided, 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 necessary in a separate table, the mandates held 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 as a natural person (PP) or as a representative of a statutory audit firm (RS).
Specify if you were the engagement partner (RM); otherwise, mention the nature of the work performed.
Period
(a) Where possible, also specify the interbank code

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

Other missions (if applicable)
Name of the establishment Description of the mission Period Training attended or provided 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 / engagement partner

Annex 1 - Instruction No. 2006-02

1/4
Request for opinion on the proposal for the appointment of statutory auditors Declarative statement to be completed by the establishment 1

☐ Complete the tables.
☐ Attach – duly completed by the proposed statutory auditor(s) – Form 1 and, if applicable, Form 2.

A – Identity of the reporting establishment
Name of the organization
CIB
Capacity
Legal form

B – Obligations of the reporting establishment 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) If no: amount of the social balance sheet total as of December 31 of the last fiscal 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 that submits to legislative or regulatory provisions aimed at protecting investors against insider trading, market manipulation and the dissemination of false information (2) – has the proposal been brought to the knowledge of the Autorité des Marchés Financiers (a)? (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

For Monaco-based establishments, only consider the relevant sections with regard to Monaco regulations.

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 regarding the appointment of statutory auditors 2/4

C – Clarifications on the envisaged mandate(s) Envisaged date of appointment of the statutory auditor(s) (a) Nature of the envisaged mandate(s) Expiration date of the envisaged mandate(s) (b) For companies whose securities are admitted to trading on a regulated market that intend to appoint one or more statutory audit firms, the mandatory rotation date of each engagement partner.

Lead Auditor 1
Lead Auditor 2
Estimated annual budget for each lead statutory auditor whose appointment is envisaged or whose mandate is ongoing (in euros and number of hours) (c)
Lead Auditor 1: euros
hours
Lead Auditor 2: euros
hours
Has the envisaged appointment(s) received a recommendation from the Audit Committee?

(a) Date of the general meeting to vote on the proposal for appointment or modification in case of change of engagement partner 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 issue its opinion on the proposal for the appointment of the statutory auditor. (b) Last fiscal 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)

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 regarding the appointment of statutory auditors 3/4

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

Lead Auditor 1
Reason for appointment
If it is a natural person:
Name and first name(s):
If it is a company:
Company name:
Name and first name(s) of the engagement partner:
Network (if applicable):

Alternate 1 (b)
Reason for appointment
If it is a natural person:
Name and first name(s):
If it is a company:
Company name:
Name and first name(s) of the engagement partner:
Network (if applicable):

Lead Auditor 2
Reason for appointment
If it is a natural person:
Name and first name(s):
If it is a company:
Company name:
Name and first name(s) of the engagement partner:
Network (if applicable):

Alternate 2 (b)
Reason for appointment
If it is a natural person:
Name and first name(s):
If it is a company:
Company name:
Name and first name(s) of the engagement partner:
Network (if applicable):

(a) This refers to the signing partner designated as the "engagement partner". 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. (b) Reminder (art. L. 823-1 of the Commercial Code): one or more statutory auditors, called upon to replace the lead auditors in case of refusal, inability, resignation or death, are appointed under the same conditions. The functions of the alternate statutory auditor called upon to replace the lead auditor end on the date of expiration of the mandate entrusted to the latter unless the inability is only temporary.

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

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 regarding the appointment of statutory auditors 4/4

The signatory confirms that the establishment he/she represents has ensured the experience of the proposed statutory auditor(s), and that to his/her knowledge there is no element likely to call into question their independence relative to the reporting establishment 3. He/she undertakes to inform the Banking Commission of any element of which he/she 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: situations of incompatibility 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)

Annex 2 - Instruction No. 2006-02

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 regarding the appointment of statutory auditors 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 responsible engagement partner 1 in case of appointment of a statutory audit firm)

..................................................................
(Date and place)

I, the undersigned:
Established at: ..............................................................................................................................................................................
Telephone: ..................... Fax: .................... Electronic address .............................................................
(If applicable) Belonging, in the capacity of ....................................................................................................... ,
to the statutory audit firm (name, address and SIREN number) ..........................................
..............................................................................................................................................................................
..............................................................................................................................................................................
company itself part of the network 2 ........................................................................................................
or adherent to the technical association 2 ................................................................................................................

Envisaged for:
In the capacity of:
As:
Of (company name of the establishment 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 the respect of 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:
– to have the necessary integrity to accept the envisaged mandate, and notably not to be subject to a disciplinary or judicial sanction that would prevent me from accepting the envisaged mandate;

1 Reminder: When the organization 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.

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 regarding the appointment of statutory auditors

– to have 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 establishment considered as well as the extent of my mission; – to present no situation or financial, personal or professional link vis-à-vis the establishment 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 respect for 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 well 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 situations of incompatibility provided for in Article 28 of the Code of Ethics, and having ensured that the members of the legal audit team do not have, relative to the establishment concerned, personal, financial or professional links incompatible with the mission of legal audit of accounts, in application of Articles 26 to 30 of the Code of Ethics.

I undertake to inform the Banking Commission of any evolution likely to create or reveal situations that could 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 incumbent on statutory auditors vis-à-vis the Banking Commission concerning establishments subject to its control 1 .

(Date and signature of the statutory auditor / engagement partner) 2 (If applicable) (Name and signature of the executive of the statutory audit firm)

1 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 continuity of operations; 3 – To lead to the issuance of reservations or the refusal of the certification of accounts. 2 If the engagement partner wishes, this declaration may be countersigned by an executive of the statutory audit firm.

Annex 3 - Instruction No. 2006-02

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 on the Appointment of Statutory Auditors

Request for opinion on the proposal for the appointment of statutory auditors

Form 1M
Declaration to be completed by the statutory auditor

..................................................................
(Date and place)

I, the undersigned: ........ ........................................... ..............................................................................................
Established at: ..............................................................................................................................................................................
Telephone: ..................... Fax: .................... Electronic address .............................................................
(If applicable) Belonging, in the capacity of ....................................................................................................... ,
to the accounting firm (name and address) ............................................................................
..............................................................................................................................................................................
..............................................................................................................................................................................
firm which is itself part of the network (specify the name) ...............................................................
or affiliated with the technical association ..................................................................................................................

Proposed for:
In the capacity of:
Of (company name of the establishment considering the appointment) :

Confirm being registered on the list drawn up by the Order Council according to the procedures provided for by
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 the acceptance of the envisaged certification mission would not place me in a position to affect the respect of the ethical principles applicable to statutory auditors of credit institutions in accordance with the Monetary and Financial Code, and in particular 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 honorability to accept the envisaged mandate, and in particular not being subject to a disciplinary or judicial sanction that would prevent me from accepting the envisaged 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 be likely to compromise my independence or susceptible of being perceived as likely to call into question the impartial nature 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 provide all guarantees of independence with regard to the establishments

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 on the Appointment of Statutory Auditors

controlled credit institutions. I confirm in addition having ensured that the members of the legal audit team do not have, with regard to the establishment concerned, personal, financial or professional links incompatible with the mission of legal audit of accounts.

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 relating to the duty to inform which falls on statutory auditors vis-à-vis the Banking Commission with regard to establishments subject to its control1.

(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 compulsorily 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 establishments on which it exercises its control.

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

1 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 had knowledge 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 harm the continuity of exploitation; 3 – To lead to the issuance of reservations or the refusal of the certification of accounts.

Annex 4 - Instruction No. 2006-02

OFFICIAL TEXTS OF THE BANKING COMMISSION
Instruction No. 2010-04 amending Instruction No. 2006-02 on the Appointment of Statutory Auditors

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 a supervised establishment presenting characteristics of size or nature of activities substantially different from those prevailing on the occasion of mandates previously exercised in supervised establishments.

Complete, if necessary, the table below with all elements that can be useful for the appreciation of the level of experience with regard to the nature of the envisaged mandate (audit missions, consulting, actuarial, training followed and dispensed, experience of 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 necessary in a separate table, the mandates exercised as alternate statutory auditors in supervised 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 / in course of audit (a).

Mandate exercised in the capacity of natural person (NP) or representative of a statutory audit firm (SAF).
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. 2010-04 amending Instruction No. 2006-02 on the Appointment of Statutory Auditors

Other missions (if applicable)

Name of the establishment Description of the mission Period

Training followed or dispensed 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

Instruction No. 2006-02 of March 10, 2006, on the Appointment of Statutory Auditors, as Amended by Instruction No. 2010-04

Annex 1 - Instruction No. 2006-02

Annex 2 - Instruction No. 2006-02

Annex 3 - Instruction No. 2006-02

Annex 4 - Instruction No. 2006-02

Lineage: Superseded

Timeline