ANNUAL ACCOUNTS 2016 SA SPINEWAY. 7 allée moulin berger ECULLY. BBM & Associés 4, rue Paul Valérien Perrin BP SEYSSINET PARISET Cedex

Transcription

1 ANNUAL ACCOUNTS 2016 SA SPINEWAY 7 allée moulin berger ECULLY BBM & Associés 4, rue Paul Valérien Perrin BP SEYSSINET PARISET Cedex

2 Susbscribed capital uncalled ( I ) SA SPINEWAY Page : 1 Assets 31/12/ /12/2015 Gross Depreciation and provisionsnet Net FIXED ASSETS INTANGIBLE FIXED ASSETS Establishments costs Research and development costs Concessions, patents, rights and similar assets Goodwill (1) Other intangible fixed assets Prepayments TANGIBLE FIXED ASSETS Lands Constructions Technical installations, machinery and equipments Other tangible fixed assets Tangible fixed assets in progress Prepayments FINANCIAL FIXED ASSETS (2) Participating interests Portfolio long term investement securities Debts receivable related to participating interests Other long-term investment securities Loans Other financial fixed assets TOTAL (II) CURRENT ASSETS ACCOUNT ADJUSTMENT STOCK AND WORK IN PROGRESS Raw materials and other consumables Work in progress (goods) Work in progress (services) Semi finished products Goods Advances and prepayments on orders RECEIVABLES (3) Trade receivable Other debts receivable Subscribed capital - called but not paid MARKETABLE SECURITIES CASH AND CASH EQUIVALENT Deferred charges Loan redemption premiums (IV) Bond redemption premiums (V) Realisable exchange losses (VI) TOTAL (III) TOTAL ASSETS (I to VI) (1) Of which lease premium (2) Of which due within one year (gross) (3) Of which due within one year (gross)

3 Liabilities Page : 2 31/12/ /12/2015 Capital stock Premium on shares issued, mergers, contributions Revaluation reserve Shareholder's equity RESERVES Legal reserves Statutory or contractual reserves Regulated reserves Other reserves Accumulated profit/loss Net profit / loss Investment grants Regulated provisions ( ) ( ) ( ) ( ) Total equities Other Equities Proceeds from issues of participating securities Conditional advance Total other equities Provisions DEBTS PAYABLE Provisions for liabilities Provisions for charges FINANCIAL DEBTS Convertible bond loans Other bond debts payable Loans and debts payable to credit institutions (2) Loans and sundry financial debts payable Payments on account received on orders in progress TRADE DEBTS PAYABLE Suppliers and related accounts Tax and social debts payable MISCELLANEOUS DEBTS Creditors for fixed assets and related accounts Other debts payable Deferred income (1) Total provisions (90) Realisable exchange gains Total debts payable TOTAL LIABILITIES Net profit / loss (cents) ( ,32) ( ,61) (1) Of which due after more than one year (2) Of which current bank advances and credit balances owing to banks

4 Page : 3 CHARGES INCOME Opera OPERATING CHARGES INCOME FINANCIAL FINANCIAL comm. OPERATING Net turnover Income statement Goods sold Production sold (goods) Production sold (services) Inventoried products Own production capitalised Subventions / Grants Provisions and depreciation written back and charges transferred Other income Total operating income Purchase of goods Change in stock of finished products and work in progress Purchase of raw materials and other consumables Change in stock of finished products and work in progress Other purchases and external charges Taxes and similar payments Gross wages and perquisites Social charges Personal contribution Depreciation fixed assets Other charges Total operating charges OPERATING RESULT Allocated income or transferred loss Appropriated loss or transferred income Of which income relating to affiliated entities Of which other marketable securities or debts related to fixed assets Other interest and similar incomes Provisions and depreciation written back and charges transferred Currency exchange profits Net income on realized short-term investment securities Total financial income Depreciation fixed assets Interest and similar charges Currency exchange losses Net charges on realized short-term investment securities 31/12/ /12/ month 12 month , , , , ( ) -24, , , , , , , , , , ( ) -46,26 ( ) , , , % Turnover % Turnover 96,59 3,41 0,05 0,62 1,96 0,18 0, ,39 2,61 100,00 0,28 0,86 101,15 22,28 5,48 5,13 0,23 39,33 1,72 31,59 13,50 14,36 133,63-32,48 0,12 0,16 0,04 0,33 4,88 1,64 0,29 0,60 Total financial charges , ,41 FINANCIAL RESULT CURRENT RESULT BEFORE TAXES (89 947) ( ) -1,76-48,01 ( ) ( ) -7,08-39,56 Total extraordinary income Total extraordinary charges ,04 99 EXTRAORDINARY RESULT ( ) -5, PROFIT SHARING WITH EMPLOYEES INCOME TAX PAYABLE ( ) -8,81 ( ) TOTAL INCOME , TOTAL CHARGES , ,19 0,19-9,70 101,67 131,34 NET PROFIT/LOSS ( ) -44,24 ( ) -29,68

5 Page : SA SPINEWAY 4 Notes

6 Page : 5 NOTES - Part 1 Rules and accounting methods 1 - Rules and accounting methods Company name : SPINEWAY SA Notes to the financial statements for the period ended 12/31/2016, with a total net assets of and a net income loss of The financial statements cover a 12 month period, beginning on the 01/01/2016 and ending on the 12/31/2016. The comments or tables below are an integral part of the financial statements. General rules and principles The annual financial statements were prepared in accordance with French GAAP's framework as stated in the accounting standards legislation N , N and N under the Authority of Accounting Standards (Autorité des Normes Comptables). The accounting standards used are compliant with the prudence principle and have been based on the following assertions: - continuity of business activity : the continuity of business activity for 2017 has been based upon hypothetical cash receipts under the 2017 turnover forecast and based upon maintaining the same level of financing of the needs for working capital by the banking pool. These financing methods and amounts will be reviewed with the bank establishments during May / June The details of short term instruments used at the 12/31/2016 are as follows: MCNE (cross border claims mobilized): used on a total of The MCNE reach maturity upon payment of the invoice by the customer. BF (promissory note): used on a total of The promissory notes are subscribed for 90 days. At the 12/31/2016, the taken promissory notes cover the period from 01/01/2017 through 03/31/2017, and will be renewed at maturity. - continuity of accounting rules and principles - separation and independence of accounting periods And in accordance with the GAAP regarding the elaboration and the presentation of annual financial statements. Assets and liabilities are recorded in compliance with the historical cost principle. Only materiel information is reported in the notes to the financial statements. All amounts are reported in, unless otherwise specified.

7 Page : 6 NOTES - Part 1 Rules and accounting methods Tangible and intangible fixed assets Both tangible and intangible fixed assets are recorded at their purchase price when they are purchased, at their production cost when they are produced by the company, at their fair market value when they were given to the company. The depreciations are calculated by the straight line method for the duration of their expected useful life. * Establishment fees : 5 years * Concessions and similar rights, patents, licenses : 1 year * Software : 1 to 3 years * Other intangible assets : 10 years (patents) * Equipment testing/controls : 1 to 2 years * Industrial machinery and equipment : 3 years, including instrument kits provided to customers * Other installations and equipment : 3 to 10 years * Office equipment : 3 to 10 years * IT equipment : 3 years * Office furniture : 3 to 10 years By simplification, the depreciable life withheld for goods that are not decomposable is their expected useful life. Accreditation fees are capitalized when they are related to current accreditation reports owned by a third party. Financial assets Financial assets are recorded at their purchase price. Financial assets are impaired (where appropriate) through a provision for impairment to reflect their market value at the end of the period, when the latter is inferior to the net book value. Stocks The inventories are recorded at their purchase price. The acquisition cost is made up of its purchase price, including custom duties and non refundable taxes, as well as transport costs, handling costs and all direct set up costs, together with production costs of raw materials, merchandizes, work in progress and finished products costs. Commercial discounts, rebates, cash discounts and assimilated items are deducted from the purchase price. The inventories are impaired (where appropriate) through an impairment provision to reflect their market value at the end of the period, when the latter is inferior to the net book value. The inventories mainly consist of merchandize for sale, except a limited inventory of raw materials the company acquires for it's subcontractors for regulation reasons.

8 Page : 7 NOTES - Part 1 Rules and accounting methods Receivables Trade receivables are valued at their nominal value, less (where appropriate) an allowance to write them down to their estimated net realizable value. Provisions for impairment on trade receivables are calculated on the following basis: - Risks of litigation, insolvency or legal liquidation. - Analysis per customer together with its country of implementation assessment Extraordinary income and expenses Extraordinary income and expenses are related to transactions and events with no direct relation with the activity of the company. Foreign currency transactions Foreign currency transactions are converted at the day exchange rate or the hedge exchange rate (where appropriate). Related hedging fees are included in the purchase price. Foreign currency debts, receivables and available resources are stated on the balance sheet for their countervalue at the end of the period. The occurring spread is stated as an exchange rate difference on the balance sheet. The net amount of unrealized exchange loss is booked under a provision for contingent liabilities in compliancy with regulation. Pension liability The collective bargaining agreement states that the employer must pay a severance package to retiring employees. There is no specific company agreement. No provision has been booked for this liability. The pension liability is detailed on page 30. Research and development expenses The company does not apply the preferential capitalization method for its development costs. These costs are booked as expenses during the year. Revenue For direct sales to hospitals (mainly domestic, France), the gross revenue is booked as of the transfer of propriety on the merchandize to the customer. In most cases, the customer, hospital or clinic, informs the company of the references used in the provided stock (by loan or consignment) to the customer. Following which, an invoice is issued for the used merchandize. The revenue is realized at the moment the invoice is issued.

9 Page : 8 NOTES - Part 1 Rules and accounting methods For sales towards abroad distributors, the bookkeeping is compliant with INCOTERM regulations. Where appropriate, an adjustment is calculated, in order to factor in the specific conditions regarding the transfer of propriety stated in the orders or agreements. The main INCOTERM used is EXW (ex WORKS). The revenue is made up of the invoicing after deduction of discounts and rebates. Transport fees are charged back and are also included in the revenue. Finally, the revenue also includes income from charged backed expenses directly related to operating expenses such as congress or conference fees when paid by the company for it's distributors or services realized for the company SPW Implants Iberica SL that are charged back to it. Significant events of the period The company Spineway obtained in mid June the renewal of its CE mark for the entirety of its implant lines and instrument lines. The lengthening of administrative delays for renewal submissions resulted in a 6 week suspension of sales during the first semester of In November 2016, the company Spineway increased its share capital for 1.4M through an issue of ABSA shares (shares with warrants attached). This share capital increase has been entirely subscribed by the Chinese company Tinavi Medical Technologies, which holds now 9.09% of the total share capital. A second portion of the warrants could be used to acquire 1.6M worth of shares between June 1st and September 15th 2017, in this event Tinavi Medical Technologies would own 17.36% of Spineway's total share capital. In order to accompany its accelerated launch in the United States of America, the company Spineway SA has created Spineway USA Inc., an American subsidiary based in Florida. Its goals are to distribute the group's entire product line in the US and to handle customer relations with local surgeons and distributors using Spineway products. The income statement includes a sale to the American subsidiary (registered at the end of the year), if the company had provided consolidated financial statements, the turnover would have amounted to and the consolidated operating result would have amounted to Tax credit for encouraging competitiveness and jobs (CICE) The allowed tax credit amounts to as of the 12/31/2016. The tax credit for encouraging competitiveness and jobs (CICE) is based on the eligible wages during 2016, and is for an amount of In accordance to the recommendations set by the Authority of Accounting Standards (Autorité des Normes Comptables), the tax credit is booked as a revenue in account 649 Employment tax credit. The revenue booked during the period for this tax credit, is deducted on the operating expenses of the period. The CICE tax credit will be used as financial support for recruiting employees in 2017.

10 Page : 9 NOTES - Part 2 Fixed Assets Assets Values Financial year fixed assets movements Opening Increase Decrease Re-evaluations Additions Reclassification Disposals Assets Values Closing 31/12/2016 INTAGIBLE ASSETS Establishment fees Other intangible fixed assets TO TAL INTANGIBLE ASSETS TANGIBLE ASSETS Land Buildings - owned land - leasehold land Installations Technical installations, machinery and equipment Other installations and equipment Transport equipment Office equipment Returnable containers and other packaging Construction work in progress Advance payments TO TAL TANGIBLE ASSETS FINANCIAL ASSETS Investments in associates (equity method) Other affiliated investments Other investments Loans and other financial assets TO TAL FINANCIAL ASSETS TO TAL

11 Page : 10 Specific reference (art II-2 of the CGI) Optional Notes Intangible assets Following is the breakdown of the intangible assets: - Patents acquired for a total of Accreditations acquired for Software for Operating software for At the 31th of December 2016, the company capitalized establishment fees for a total of as intangible assets in progress. Tangible assets At the 31th of December 2016, the company capitalized of tangible assets in technical installations, machinery and equipment. The breakdown is as follows: as instrument kits, provided to customers as equipment for testing/controls as industrial equipment. Maintenance and repair costs are booked as expenses during the period. Financial assets At the 31th of December 2016, the company capitalized of financial assets, corresponding to the annual interest amount from the Spanish subsidiary SPW IBERICA. At the 31th of December 2016, the financial assets were written down for : * concerning investments in affiliates and assimilated accounts. * concerning other financial assets.

12 Page : 11 NOTES - Part 3 Depreciation Depreciation Financial year depreciation movements Depreciation Opening Closing Increase Decrease 31/12/2016 INTANGIBLE ASSETS Establishment costs Other intangible assets TOTAL INTANGIBLE ASSETS TANGIBLE ASSETS Land Buildings - owned land - Leasehold land Installations Technical installations, machinery and equipment Other installations and equipment Transport equipment Office equipment Returnable containers and packaging TOTAL TANGIBLE ASSETS TOTAL Movement distribution for degressive depreciation scheme Differential time and other Increase Degressif method Fiscal dep. Extraordina Differential time and other Decrease Degressif method Fiscal dep. Extraordina Net variation depreciations Establishment costs Other intangible assets TOTA INTANGIBLE ASSETS Land Buildings - owned land - Leasehold land Installations Technical installations, machinery and equipment Other installations and equipment Transport equipment Office equipment Returnable containers and packaging TOTAL TANGIBLE ASSETS Costs of investment in affiliates TOTAL TOTAL UNDISTRIBUTED MOVEMENTS

13 Page : 12 NOTES - additional items Optional notes At the 31th of December 2016, the company booked an amortization expense of concerning technical installations, machinery and equipment: * for industrial machinery * for industrial equipment, including: * for instrument kits * for equipment testing/controls Financial assets situation The financial assets are not subject to amortizations. An allowance on self owned shares has been booked for , based on the market value at the 31 th of December 2016.

14 Page : 13 NOTES - Part 5 Receivables and Debts 31/12/2016 Due under 1 year Due over 1 year Receivables from affiliates Loans (1) (2) Other financial assets RECEIVABLES Doubtful or disputed trade receivables Other trade receivables Receivables on securities lent Employees and other assimilated accounts Social institutions and social security contributions Income tax Value added tax Other tax receivables Miscellaneos receivables Affiliates and shareholders (2) Other receivables Prepaid expenses (1) (1) (2) Loans granted during period Loans paid during period Loans granted to shareholders (persons) TOTAL RECEIVABLES /12/2016 Due under 1 year 1 to 5 years Due over 5 years DEBTS Convertible bonds (1) Other bonds (1) Loans to credit institutions - 1 year max from origin (1) Loans to credit institutions - over 1 year from origin (1) Other loans and financial debts (1) (2) Trade payables and other assimilated accounts Employees and other assimilated accounts Social institutions and social security contributions Income tax Value added tax State liabilities Other tax payables Debts on assets and assimilated accounts Affiliates and shareholders (2) Other liabilities Debts on securities lent Unearned revenue (90) (90) TOTAL DEBTS (1) (1) (2) Loans contracted during period Loans reimbursed during period Loans contracted towards shareholders (persons)

15 Page : 14 NOTES - additional items Optional notes The receivables from affiliates are related to an agreed payment plan contracted with a Spanish distributor, who has become a wholly owned subsidiary since April As a reminder, the company signed on the 1st of September 2012 a payment plan agreement with this Spanish distributor regarding the reimbursement of receivables for according to a schedule lasting 48 months under warranty. Furthermore, the company Spineway Spain SL agreed to pay interests calculated on the 3 month EURIBOR rate + 2.5%. The company Spinewy Spain SL has paid its terms according to the schedule up to September 2014 included. No payment has been received from October 2014 to December At the 31th of December 2016, Spineway decided to maintain the write down on the amounts receivable past due for At the 31th of December 2016, trade receivables amount for concerns mainly merchandize sales. The end users of the company's products are hospitals and clinics who have particularly long payment terms, especially in certain countries. This explains the outstanding trade receivables. In 2016, the company booked 2 distributors as doubtful debts for At the 31th of December 2016, there is a total of for doubtful debts.

16 Page : 15 ANNEXE - Elément 6.10 Accrued income Etat exprimé en 31/12/2016 Total accrued income Other account receivables Outstanding debits 372 State - Accrued income receivable

17 Page : 16 NOTES - additional items Optional notes Subsidiaries and investments in affiliates Spineway owns two subsidiaries, which are wholly owned: -Spineway Spain SL (ex SPW Implants Iberica SL now as Spineway Spain SL the since beginning of 2016), a limited liability company of Spanish nationality, with a share capital of 3 000, and head office address at Calle colon- num 1- planta 7- VALENCIA, registered under number B at the register of companies (NIF). The share capital of Spineway Spain SL is 3 000, and its income statement at 12/31/2016 shows a loss for It should be noted that the annual meeting of approval of the annual accounts has not yet taken place. -Spineway Inc, an American company with a share capital of 100 $, and head office address at NE 191 st, Suite 500, Aventura, FL 33180, registered under number EIN The share capital of Spineway Inc is 100 $, and its income before taxes at 12/31/2016 is for $ and after taxes for $. Shareholder's equity Breakdown of share capital The share capital of is made of shares having a par value of Num ber Par value Shares outstanding at the beginning of the year Shares issued during the year Shares reimbursed during the year Shares outstanding at the end of the year List of person shareholders : % of c ont rol Num ber of shares LAURITO PHILIPPE CHATILLON D'AZERGUES 34.24% LE ROUX STEPHANE LYON 34.07% Conditional advance FEDER Under the European scheme FEDER operated by BPI originating in 2010, the company obtained a total of including paid during the first semester of 2015 at the end of the scheme. This repayable advance did not generate a payable interest for the company. The company must reimburse the whole amount for according to the following schedule: in 2017, in 2018, in 2019.

18 Page : 17 NOTES - Part 4 Provisions Opening Increase Used Decrease Not used 31/12/2016 REGULATED PROVISIONS Reconstruction of mines and oil fields Provisions for investments Provisions for price increases Provisions for capital cost allowance Provisions allowance for start-up loans Other provisions REGULATED PROVISIONS PROVISIONS FOR CONTINGENT LIABILITIES Litigation Warranties Futures market loss Penalties and fines Exchange loss Pensions and assimilated obligations Tax related Investments renewal Provisions for repairs and maintenance Payroll taxes Other provisions PROVISIONS FOR RISKS AND CHARGES PROVISIONS FOR DEPRECIATION Fixed assets { intangible tangible investments in associates (equity method) Investments in associates Other financial assets Inventory and work in progress Trade receivables Other provisions PROVISIONS FOR IMPAIRMENT TOTAL {- operating Increases and reversals - financial - extraordinary Investments in associates (equity method) : the depreciation amount at year end is calculated in compliance with the rules under article e C.G.I.

19 Page : 18 ANNEXE - Elément 6.11 Accrued debts Etat exprimé en 31/12/2016 Total accrued debts Loans and other debts to credit institutions Accrued interest payable Trade payable and other assimilated accounts Suppliers - Invoices outstanding Social and fiscal debts Accrued charges payable for holiday pay Contributions for holiday pay State - Accrued charges payable

20 Page : 19 Items - affiliated companies and Investments in associates 31/12/2016 Affiliated companies Companies with shared interests Fixed assets Advance payments on assets Investments in affiliates Receivables from affiliates Loans and other financial assets Current assets Advance payments given Trade receivables and assimilated accounts Other receivables Subscribed shares called, unpaid Liabilities Convertible bonds Other bonded debts Loans and debts to credit institutions Other loan and financial debts Advance payments received Trade payables and assimilated accounts Debts on assets and assimilated accounts Other debts Financial revenue Investment in affiliates revenue Other financial revenue Financial expenses Financial expenses Miscellaneos This statement reflects: -The company Spineway Spain SL, a wholly owned subsidiary since April 2015 by Spineway. As already stated, the receivable account assimilated to the investment in this subsidiary has been written down for its entirety, that is as of the 31 th of December At the 31 th of December 2016, the company invoiced in financial expenses to SPW Spain. -The company Spineway Inc, a wholly owned subsidiary by Spineway. At the 31th of December, the payable account assimilated to the investment in this subsidiary amounts to The company Spineway Inc has invoiced in financial expenses to Spineway.

21 Page : 20 NOTES - Part 6.12 Prepaid expenses Period Amounts 31/12/2016 Prepaid expenses - OPERATING building rental financial leases material rental maintenance insurances DNI & samples professional fees fairs and exhibitions travel expenses other production Prepaid expenses - FINANCIAL Prepaid expenses - EXTRAORDINARY TOTAL Items Affiliated companies At the 31th of December 2016, the prepaid expenses include related to the 2017 first quarter rent expenses.

22 Page : 21 NOTES - Part 6.14 Share capital 31/12/2016 Number Par value Amount SHARES Shares outstanding at the beginning of the year ,00 0, ,60 Shares issued during the year ,00 0, ,00 Shares reimbursed during the year 0,0000 Shares outstanding at the end of the year ,00 0, ,60

23 Page : 22 Changes in equity Equity capital Last year's income Retroactive Changes Equity capital 1 2 closing 31/12/2015 appropriation contributions during period closing 31/12/2016 Share capital Premiums, share premiums Goodwill Legal reserve Statutory reserves Regulated reserves Other reserves Unappropriated retained earnings Income summary Investment grant Regulated provisions ( ) ( ) ( ) ( ) ( ) ( ) TOTAL ( ) Date of annual general meeting Distributed dividends 1 Including dividends of last year's income Opening share capital after last year's income appropriation Opening share capital after retroactive contributions 2 Including change from structural modifications Changes in equity during period excluding structural modifications ( ) Self owned shares At the 31th of December 2016, Spineway holds self owned shares for a total of During the period, shares were bought and shares were sold. The self owned shares represent 0.61% of the total shares. The proportion of net income allocated to these self owned shares during the period is a loss on sold short term investments for and a reversal of a provision for unrealized losses on self owned shares for

24 Page : 23 ANNEXE - Elément supplémentaire Extraordinary Income Etat exprimé en 31/12/2016 Total extraordinary income 36 Extraordinary items in operating income prior period income Total extraordinary expenses Extraordinary items in operating expenses Fines and penalties 75 prior period charges Provisions for extraordinary liabilities and charges provisions for extraordinary liabilities and charges Extraordinary result ( )

25 Page : 24 NOTES - additional items Optional notes Cash flow statement Cash flow s 12/31/16 12/31/2015 Operating activities Self financing cash flow Change in w orking capital requirements Operating activities cash flow (A) Investing activities Tangible and intangible asset expenditures Tangible and intangible asset disposals 17 0 Financial asset expenditures Financial asset disposals 0 10 Investing activities cash flow (B) Financing activities Share capital increase Advances received Increase of financial debt (contracted loans) 0 40 Distributed dividends to shareholders 0 0 Advances given 0 0 Financial debt payments Financing activities cash flow (C) Change in cash flow and cash equivalents (A+B+C) Cash at the beginning of the period (D) Cash at the end of the period (A+B+C+D) Notes regarding the income statement Revenue The net revenues deducted of discounts and rebates given to customers was Of which was realized in France (that is 12.87% of turnover) mainly with hospitals and clinics. The proportion of revenue realized abroad was (that is % of turnover) with distributors. Miscellaneous revenue At the 31th of December 2016, miscellaneous revenue was

26 Page : 25 NOTES - Part 6.18 Corporate income tax allocation 31/12/2016 Earnings before after taxes Income tax (1) Earnings after taxes Operating income ( ) ( ) ( ) Extraordinary income (and equity investments) ( ) ( ) Net income ( ) ( ) ( ) (1) including allowances/disallowances Tax credits : -Tax credit for research and development (CIR) : Tax credit for innovation (CII) :

27 Page : 26 NOTES - Part 8 Financial commitments 31/12/2016 Financial commit Financial commitm Notes receivable discounted Sureties Financial lease commitments Financial lease liabilities Pension plan commitments Pension liabilities Other commitments Surety on inventory Surety on business capital Other commitments Bank credit lines allowed Total financial commitments (1) (1) Including : Executives Subsidaries Investements in affiliates Other affiliated companies Commitments received Bank credit lines allow ed but not used at the 31st of December 2016 :

28 Page : 27 NOTES - Part 13 Average personnel (per head) 31/12/2016 Internal Staff External Staff AVERAGE PERSONNEL BY CATEGORY Executives Middle level employees Employees Labourers TOTAL Pension liabilities In order to estimate the past and future pension liability of the company, the actualized report is based upon the follow ing economical, social and technical parameters: Discount rate 1.31% Mortality table TV 88/90 Staff turnover rate: low Actuarial present value of pension liabilities:

29 Page : 28 NOTES - Part 12 Executives compensation 31/12/2016 Members compensation : - of the administrative board - of the executive board - of the supervisory board In conformity with the protection of individual rights, this information is not always provided, as it would indirectly result in giving individual information. This information is not provided as it allows the situation of the executives to be known.