SOCIETE GENERALE BANK & TRUST S.A. ANNUAL REPORT

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1 SOCIETE GENERALE BANK & TRUST S.A ANNUAL REPORT

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3 Table of contents MANAGEMENT REPORT Pages 5 9 REPORT OF THE RÉVISEUR D ENTREPRISES AGRÉÉ TO THE BOARD OF DIRECTORS OF SOCIETE GENERALE BANK & TRUST SOCIÉTÉ ANONYME LUXEMBOURG Pages ANNUAL FINANCIAL STATEMENTS Pages Balance sheet pages Statement of income page 14 Statement of net income and unrealised or deferred gains and losses page 15 Statement of changes in shareholder s equity pages Appendix pages

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5 MANAGEMENT REPORT AT MARCH 31, 2017 MANAGEMENT REPORT OF SOCIETE GENERALE BANK & TRUST S.A. ACTIVITY OF THE BUSINESS LINES Societe Generale Bank & Trust S.A. (hereinafter SGBT ) is a wholly owned subsidiary of the Societe Generale Group. It is based on a diversified model and operates in four business segments: wealth management, securities services, corporate services ranging from day-to-day capital flow management to the deployment of structured financing, and market activities (cash management, foreign exchange and derivatives). In a contrasting and volatile eurozone market environment and with exceptional interest rate conditions (negative short term rates), SGBT has demonstrated its resilience, financial stability and risk management while continuing to diversify its activities. Performance in 2016 confirmed the quality of SGBT s core businesses and their ability to generate sustainable revenue. Net Banking Income ( NBI ) came in at EUR 578 million, down 16% compared with 2015, but still relatively high. General expenses amounted to EUR 220 million, down 3%, mainly due to overall cost control despite our ongoing investment plan to adapt our activities to the new economic, technological and regulatory environment. Gross operating profit for 2016 was EUR 357 million, down 23% compared to 2015 (EUR 462 million). Net profit for SGBT and its subsidiaries was EUR 310 million versus EUR 406 million in SGBT s effort to adapt to changes in its market environment will enhance its future ability to invest with a view to supporting the growth of our businesses and increasing our operational efficiency. Private Banking activity was down compared to In fact, market conditions (negative short-term yields, a lack of significant momentum in equity markets, high volatility) negatively impacted transaction volume and structured product sales. Assets under management remained stable at EUR 10.7 billion. Strong sales momentum brought in substantial inflows from new clients and strengthened existing relationships. These inflows made up for the loss of clients related to the in-depth restructuring of our existing portfolio. This situation allowed us to continue to bring in substantial revenue while simultaneously preparing for the years to come. EBIT for the activity amounted to EUR 42.4 million, down 23% compared with 2015 (EUR 55.1 million). Securities Services activities for institutional investors grew both in terms of the volume of assets under management and sales performance. In a highly competitive market, the Bank continued to strengthen its customer base. To differentiate itself and optimise its costs, it is developing offerings on niche markets such as the structuring of Private Equity funds, SIFs and Real Estate, while strengthening its intra-group synergies, especially with Private Banking (Global Custody PRIV). Together, these developments 4 5

6 MANAGEMENT REPORT AT MARCH 31, 2017 MANAGEMENT REPORT OF SOCIETE GENERALE BANK & TRUST S.A. and organic growth have significantly increased assets under management, which grew by 10% to reach EUR 164 billion in AUM at end-2016, and gross operating profit ( EBIT ), which was up 43% (EUR 38.8 million vs. EUR 27.2 million in 2015). Structured finance activities were impacted by the change in the environment and by a somewhat uncertain global environment. NBI derived from these operations is down slightly, slipping 5% (EUR 146 million in 2016 compared to EUR 154 million in 2015). Commercial Banking activities benefited from offering a full range of banking services, carried out in Luxembourg, to customers of the Societe Generale Group or large Luxembourg SMEs (Corporates, Institutionals and Private Equity Funds). Business development grew the customer base (an increase of 8% in the number of accounts and 25% in deposit inflows). This year, performance declined slightly compared to 2015 (NBI of EUR 29.2 million, down by 8%), impacted by greater sensitivity due to the Bank s transformation, which was impacted by the ongoing environment of extremely low interest rates. Cash management activity was significantly affected by unfavourable interest rate conditions: a flat yield curve and persistently negative short-term rates. EBIT fell 50% in 2016 (EUR 45.5 million vs. EUR 91.3 million in 2015). Financial performance was also hurt by a very substantial reduction in revenue due to the early repayment of loans granted to ALD Luxembourg, which was partly financed by SGBT (EUR 6.8 million in 2016 vs. EUR 44.5 million in 2015). In addition, the gradual increase in liquidity requirements (LCR) prompted the Bank to increase its liquidity buffer, which had a direct impact on the cost of management. Revenue from proprietary transactions and from the ownership of subsidiaries was stable overall between 2015 and Increased revenue from global banking subsidiaries (SG CMF and SG FD) offset the decline in revenue from issuing subsidiaries (SGIS and SG LDG). Furthermore, the bank decided to recognise an impairment in the amount of CHF 135 million (EUR 126 million) in the value of its participating interest in SGPB Suisse, its private banking subsidiary. In addition to the payment of a special dividend of CHF 117 million (EUR 105 million) to SGBT, this decision was prompted by major restructuring initiated by the subsidiary. FUTURE PROSPECTS The Global Banking & Investor Solutions division (to which SGBT Luxembourg belongs) forms the third pillar of the Group s universal banking strategy. After having greatly reduced its risk profile since 2007, the Group has strengthened its customer-oriented model and is now well-positioned to strengthen its market share in a changing competitive environment, where certain players are reviewing their

7 MANAGEMENT REPORT AT MARCH 31, 2017 MANAGEMENT REPORT OF SOCIETE GENERALE BANK & TRUST S.A. strategy and curtailing their activities. In particular, it is able to take advantage of the growth of disintermediation in Europe and the development of new after-market services. In 2017, the Group will continue to support and constantly improve its services for its broad, diversified customer base (corporates, financial institutions, asset managers, public sector entities, high net-worth individuals) by offering tailored high value added solutions. The Group specifically intends: to consolidate its leading position in trading activities by developing its business in flows from equity derivatives, structured products and bond distribution; to attract new customers in Europe, strengthen its presence with financial institutions and increase its base of high net worth customers in Europe; to play a pioneering role in the development of after-market services, based in particular on the integration of Newedge, over which it took exclusive control in 2014, to improve the platform for the custody and administration of funds and to offer new added-value after-market services; to continue to develop Private Banking and Lyxor in European countries by using the additional expertise developed in its European network. Operating from a refocused organisation, the Private Banking activity can speed up its development in its core markets and continue to enhance the services offered to its customers in the EMEA areas (Europe, Middle East and Africa). SGBT plays a part in this strategy and is continuing to adapt its commercial offering and its development with a focus on its Private Banking activities and services to investors, funds and companies with an international scope. It is building on the strengths of Luxembourg (stability and AAA rating), while providing its advanced expertise to its customers (especially in terms of wealth planning, trading desk, custody investment solutions, funds distribution platform and cash management) and taking advantage of the synergies between the various business lines within the Bank and the Group. This development has resulted in new activities being brought to or developed in Luxembourg. SGBT also continued its efforts to streamline its operations with the goal of supporting the development of its business lines and responding to regulatory changes as well as possible. FINANCIAL STRUCTURE SGBT benefits from the positive assessment of the Group s financial stability given by rating agency Standard & Poor s: A-1 in the short term, A in the long term (23 January 2012 rating confirmed in December 2015). The Bank s prudential capital is distributed as follows: Tier 1 capital: EUR 2,570 million Tier 2 capital: EUR 350 million 6 7

8 MANAGEMENT REPORT AT MARCH 31, 2017 MANAGEMENT REPORT OF SOCIETE GENERALE BANK & TRUST S.A. SGBT has not issued any hybrid securities or subordinated debt that is ineligible as prudential capital. Under the Basel III framework, SGBT s Tier One ratio stood at 23.75% at 31 December The ratio including the Tier 2 eligible capital stood at 26.98% at 31 December At 31 December 2016 the Bank had no subsidiaries and no research and development activity. In 2016, SGBT did not carry out a share buyback. RISK MANAGEMENT The implementation of a robust and efficient organisation for managing and monitoring risks is highly important to SGBT. The main objectives of this organisation are: to contribute to the development of the business lines by maximising overall risk-adjusted returns; to guarantee the Bank s longevity by rolling out a high-performance system for analysing, measuring and monitoring risks. Risk management governance relies on substantial commitment on the part of all the company s managers, clearly defined internal rules and procedures, and checks performed by independent operational management teams to control the underwriting of new risks, ensure it is regularly monitored and enforce rules and procedures. An SGBT Risk Committee, chaired by a Bank Director who is also a member of Societe Generale s Group Management Committee, meets quarterly to review risk management and, if necessary, to set a course of action in terms of risk tolerance and management. Risk monitoring separates risks into five major categories: credit risk: risk of loss resulting from the inability of customers, sovereign issuers or other counterparties to honour their financial commitments. It also includes counterparty risk relating to the market activities conducted by the Bank; operational risk: risk of loss or fraud as a result of defects in or failure of internal systems and procedures, human error or external events, including IT risk and management risk. Special emphasis is paid to the risk of compliance which is the subject of enhanced structural organisation; market risk: risk of loss resulting from unfavourable trends in market conditions; structural interest rate risk: risk of the loss or residual impairment of assets, whether or not they are recorded on the balance sheet, due to interest rate fluctuations. This excludes interest rate risk on market activities, which is covered by market risk; liquidity risk: the risk that the Group may not be able to meet its current and future liquidity requirements, whether or not they have been anticipated, at a reasonable cost.

9 MANAGEMENT REPORT AT MARCH 31, 2017 MANAGEMENT REPORT OF SOCIETE GENERALE BANK & TRUST S.A. CLOSING OF ACCOUNTS AND APPROPRIATION OF NET INCOME At 31 December 2016, the total amount available stood at to EUR 883,372,222 and is broken down as follows: Profit for the financial year: Distributable reserves from previous years: Impact of reclassifications: Share released from the reserve for the payment of the wealth tax created in 2011: 310,107,411 EUR 521,878,811 EUR -1,098,000 EUR 52,484,000 EUR The Shareholders Meeting will be asked to allocate the total amount available as follows: Special reserve for the payment of the 2017 wealth tax: Special reserve for the payment of the 2017 wealth tax on fiscally consolidated companies: Dividends paid: Retained earnings: 26,725,073 EUR 14,630,968 EUR 310,000,000 EUR 532,016,181 EUR At December 31, 2016, SGBT s Tier 1 capital stood at EUR 2,903,041,000 before distribution. Once eligible subordinated debt of EUR 400,000,000 and EUR 17,254,770 in reserves relating to the reinvestment of capital gains are included, total Tier 1 capital amounted to EUR 3,320,295,770. The Board of Directors proposes that the Shareholders Meeting approve the financial statements as at 31 December 2016, as they were presented, and to grant a full and complete discharge to the directors for their management activities. Luxembourg, 31 March

10 REPORT OF THE RÉVISEUR D ENTREPRISES AGRÉE REPORT OF THE RÉVISEUR D ENTREPRISES AGRÉÉ TO THE BOARD OF DIRECTORS OF SOCIETE GENERALE BANK & TRUST SOCIÉTÉ ANONYME LUXEMBOURG REPORT ON THE ANNUAL FINANCIAL STATEMENTS In accordance with our appointment by the Board of Directors on 30 March 2016, we have audited the accompanying annual financial statements for Societe Generale Bank & Trust S.A., which comprise the balance sheet as at 31 December 2016 as well as the statement of income, the statement of net income and gains and losses recognised directly in equity and the statement of changes in shareholders equity for the year then ended, and a summary of the main accounting policies and other explanatory information. The Board of Directors responsibility in the preparation and presentation of the annual financial statements The Board of Directors is responsible for the preparation and fair presentation of these annual financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of annual financial statements and for such internal controls as the Board of Directors deems necessary to enable the preparation and presentation of annual financial statements that are free from material misstatement, whether due to fraud or error. Responsibility of the réviseur d entreprises agréé Our responsibility is to express an opinion on these annual financial statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit so as to obtain reasonable assurance that the annual financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual financial statements. The choice of procedures is made by the réviseur d entreprises agréé, as is the assessment of the risks of material misstatement in the annual financial statements, whether due to fraud or error. In assessing those risks, the réviseur d entreprises agréé takes into consideration the internal controls applied by the entity to the preparation and fair presentation of the annual financial statements. The purpose of this is to design audit procedures that are appropriate under the circumstances, not to express an opinion on the effectiveness of the entity s internal control system. An audit also involves assessing the suitability of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

11 REPORT OF THE RÉVISEUR D ENTREPRISES AGRÉE REPORT OF THE RÉVISEUR D ENTREPRISES AGRÉÉ TO THE BOARD OF DIRECTORS OF SOCIETE GENERALE BANK & TRUST SOCIÉTÉ ANONYME LUXEMBOURG Opinion In our opinion, the annual financial statements give a true and fair view of the assets and financial position of Societe Generale Bank & Trust S.A. as at 31 December 2016, and of the results for the year then ended, in accordance with current Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual financial statements. REPORT ON OTHER LEGAL OR REGULATORY REQUIREMENTS The Management Report, for which the Board of Directors is responsible, is consistent with the annual financial statements and was prepared in line with applicable legal requirements. Ernst & Young Société Anonyme Cabinet de révision agréé [Certified audit firm] Jean-Michel Pacaud Luxembourg, 20 April

12 BALANCE SHEET (in EUR thousands) ASSETS Notes Cash and balances with central banks 3 4,378,325 2,735,638 Financial assets at fair value through profit or loss 4 229, ,891 Hedging derivatives 8 5, Available-for-sale financial assets 5 10,018,731 8,269,199 Loans and advances to financial institutions 6 13,547,295 11,010,544 Loans and advances to customers 6 13,003,003 12,968,052 Held-to-maturity financial assets 7 184, ,237 Tax assets Other assets , ,292 Tangible and intangible fixed assets 9 30,632 31,254 TOTAL ASSETS 42,187,856 36,398,753 The notes form an integral part of the annual financial statements.

13 BALANCE SHEET (in EUR thousands) LIABILITIES Notes Financial liabilities held for trading , ,081 Hedging derivatives 8 341, ,873 Payables to financial institutions ,297,654 19,894,476 Amounts due to customers ,511,653 10,912,274 Debt represented by a security ,030 1,114,549 Tax liabilities 10 52,094 45,666 Other liabilities , ,928 Provisions 15 81,676 92,050 Special line items with a reserve share 16 17,255 17,255 Subordinated debt , ,957 TOTAL LIABILITIES 39,284,815 33,444,109 SHAREHOLDERS EQUITY Note Shareholders equity 1,389,043 1,389,043 Subscribed capital 912, ,509 Net income for the period 310, ,814 SUB-TOTAL 2,611,375 2,708,366 Gains and losses recognised directly in equity 291, ,278 TOTAL EQUITY 2,903,041 2,954,644 TOTAL LIABILITIES AND EQUITY 42,187,856 36,398,753 The notes form an integral part of the annual financial statements

14 STATEMENT OF INCOME FOR THE YEAR ENDING ON DECEMBER 31, 2016 (in EUR thousands) Notes Interest and similar income , ,330 Interest and similar expenses 19 (350,909) (386,109) Dividends from variable income securities , ,815 Fee income , ,911 Fee expense 21 (103,832) (114,023) Net gains and losses on available-for-sale financial assets 23 (124,392) (191,316) Net gains and losses on financial instruments at fair value through profit or loss 22 52,993 50,432 Other operating income 24 61,935 60,842 Other operating expenses 24 (19,057) (8,089) NET BANKING INCOME 577, ,793 Payroll expense 25 (120,456) (115,888) Other general and administrative expenses 26 (93,502) (106,135) Amortisation, depreciation and impairment of tangible and intangible fixed assets 9 (6,496) (6,391) GROSS OPERATING INCOME 357, ,379 Cost of risk 28 (5,458) 6,164 OPERATING INCOME 351, ,543 Net income/expense from other assets INCOME BEFORE TAX 351, ,677 Income tax 29 (41,495) (62,863) NET INCOME FOR THE PERIOD 310, ,814 NET INCOME FOR THE PERIOD/TOTAL ASSETS 0.7% 1.1% The notes form an integral part of the annual financial statements.

15 ANNUAL ACCOUNTS AT DECEMBER 31, 2015 STATEMENT OF NET INCOME AND UNREALISED OR DEFERRED GAINS AND LOSSES AS AT DECEMBER 31, 2015 (in EUR thousands) NET INCOME 310, ,814 GAINS AND LOSSES THAT WILL BE RECLASSIFIED TO PROFIT OR LOSS IN A SUBSEQUENT PERIOD (NET OF DEFERRED TAXES) 43,790 31,966 Translation differences 1,059 6,597 Available-for-sale financial assets 31,190 9,857 Hedging derivatives 11,541 15,512 GAINS AND LOSSES THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS IN A SUBSEQUENT PERIOD (NET OF DEFERRED TAXES) 1,392 6,576 Actuarial gains and losses on post-employment defined benefits 1,392 6,576 TOTAL GAINS AND LOSSES RECOGNISED DIRECTLY IN EQUITY 45,182 38,542 NET INCOME AND GAINS AND LOSSES RECOGNISED DIRECTLY IN EQUITY 355, ,356 The notes form an integral part of the annual financial statements

16 STATEMENT OF CHANGES IN SHAREHOLDER S EQUITY (in EUR thousands) CAPITAL AND ASSOCIATED RESERVES SUBSCRIBED CAPITAL ADDITIONAL PAID-IN CAPITAL AND CAPITAL RESERVES NET INCOME FOR THE PERIOD SHAREHOLDERS EQUITY AS AT JANUARY 1, ,389, , ,327 Appropriation of income - 610,327 (610,327) 2015 dividends paid - (610,000) - Gains and losses recognised directly in equity Other variations - (13,286) net income ,814 SHAREHOLDER S EQUITY AS AT 31 DECEMBER ,389, , ,814 Appropriation of income - 405,814 (405,814) 2016 dividends paid - (406,000) - Gains and losses recognised directly in equity Other variations - (1,098) net income ,107 SHAREHOLDER S EQUITY AS AT 31 DECEMBER ,389, , ,107 The notes form an integral part of the annual financial statements.

17 GAINS AND LOSSES RECOGNISED DIRECTLY IN EQUITY (NET OF TAX) TO BE RECLASSIFIED TO PROFIT OR LOSS IN A SUBSEQUENT PERIOD NOT BE RECLASSIFIED TO PROFIT OR LOSS IN A SUBSEQUENT PERIOD Translation differences Revaluation reserve for available for-sale financial assets Revaluation reserve for hedging derivatives Actuarial differences on post-employment defined benefits and other items TOTAL CHANGES IN SHARE- HOLDERS EQUITY (7,656) 290,106 (67,570) (7,144) 207,736 3,133, (610,000) 6,597 9,857 15,512 2,906 34,872 34, ,670 3,670 (9,616) ,814 (1,059) 299,963 (52,058) (568) 246,278 2,954, (406,000) - 31,190 11,541 1,392 44,123 44,123 1, , , ,153 (40,517) 1, ,666 2,903,041 The notes form an integral part of the annual financial statements

18 ÉTATS FINANCIERS AU 31 DÉCEMBRE 2016 NOTE 1 GENERAL INFORMATION Societe Generale Bank & Trust S.A. (the Bank ) was formed as Ingéfilux on 11 April Its name was changed to Luxbanque, Société Luxembourgeoise de Banque S.A., on 7 May In 1995, the Extraordinary Shareholders Meeting decided to change the Bank s name to Societe Generale Bank & Trust S.A., with effect as at 1 June The Bank is governed by Luxembourg banking regulations and in particular by the Law of 5 April 1993, as amended, on the financial sector. In keeping with the process for streamlining its structure, on 1 July 2015, the Bank acquired European Fund Services (transfer agent business). The total balance sheet of this entity on the merger date was EUR 31 million. The annual financial statements of the Bank as at 31 December 2015 included the financial statements of the Singapore, Hong Kong and Dubai branches. At 31 December 2016, the Bank s financial statements no longer included these branches as they were closed in The Bank s capital is controlled in full by Sogeparticipations, a Societe Generale Group limited company governed by the laws of France. Accordingly, SGBT s financial statements are included in the consolidated financial statements of Societe Generale, whose registered office is located at 29 boulevard Haussmann, Paris, France, which constitutes the largest grouping of undertakings to which the Bank belongs as a subsidiary undertaking. The consolidated financial statements are available from the registered office indicated above. For the first time, the Bank has published, on a voluntary basis, its consolidated financial statements according to Luxembourg GAAP using IAS options as at 31 December 2015.

19 NOTE 2 MAIN ACCOUNTING POLICIES 2.1 Applicable standards and comparability Introduction The Bank s accounting policies comply with the legal requirements in force in the Grand Duchy of Luxembourg and, in particular, the Law of 17 June 1992 as amended relating to the annual and consolidated financial statements of financial institutions governed by Luxembourg law. On 31 December 2012, the Bank elected to draw up its annual financial statements in accordance with the mixed financial reporting framework ( mixed framework or Generally Accepted Accounting Principles in Luxembourg [ LUX GAAP ] using IAS options ). The amended Law of 17 June 1992 allows financial institutions to publish their financial statements in accordance with LUX GAAP using certain IAS/IFRS standards ( IAS options ). These IAS options relate not only to the presentation of the financial statements but also to valuation rules. In this regard, the Bank has chosen the following options for the primary financial statements: Inclusion of a statement of changes in shareholder s equity. Inclusion of a statement of net income and gains and losses recognised directly in equity The Bank is however ensuring compliance with the provisions of Articles 7 and 41 of the amended law of 17 June 1992 regarding the presentation of annual financial statements. The accounting policies used by the Bank are based on the International Financial Reporting Standards ( IFRS ) as adopted by the European Union and applicable as of that date, among which only the following standards have been applied: IAS 10 - Events after the Reporting Period; IAS 12 - Income Taxes; IAS 16 - Property, Plant and Equipment; IAS 18 - Revenue; IAS 19R - Employee Benefits; IAS 21 - The Effects of Changes in Foreign Exchange Rates; IAS 24 - Related Party Disclosures; IAS 32 Financial Instruments: Presentation; IAS 36 - Impairment of Assets; IAS 38 - Intangible Assets; IAS 39 - Financial Instruments: Recognition and Measurement

20 The company s financial year runs from 1 January to 31 December each year. The main accounting principles used in the preparation of the financial statements are described below. These policies have been consistently applied for the financial years presented New accounting standards applicable as of 1 January 2016 Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) These amendments cover contributions made by employees to defined benefit plans. Their objective is to simplify the recognition of these contributions when they do not depend on the number of years of service rendered. Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38) The IASB confirmed that a revenue-based method is not considered to be an appropriate manifestation of consumption Accounting standards applicable in the future The IASB has published accounting standards, interpretations and amendments that had not yet been fully adopted by the European Union at 31 December These accounting standards and interpretations must be applied starting with annual periods beginning on 1 January 2017 at the earliest or on the date of their adoption by the European Union. They were therefore not applied by the Group as of 31 December IFRS 9 Financial Instruments, adopted on 22 November 2016 and effective for periods beginning on or after 1 January IFRS 9 is part of the project to replace IAS 39. Its implementation on 1 January 2018 will introduce new requirements in respect of the classification and measurement of financial assets. Financial assets are required to be classified into three categories (amortised cost, fair value through profit or loss and fair value through other comprehensive income) depending on the characteristics of its contractual cash flows and the way in which it manages its financial instruments ( business model ). Its implementation may, depending on the instruments, mean a change in accounting and therefore in the impacts on the statement of income. Debt instruments recognised as financial assets at amortised cost or financial assets at fair value through other comprehensive income, lease receivables, financing commitments and financial guarantee contracts must consistently be the subject of an impairment or a provision for expected credit losses. These amendments, based on a more forward-looking impairment model, could also have an impact on the statement of income.

21 Organisation of the IFRS 9 implementation plan In 2013, the Societe Generale Group began preliminary work to get a full picture of the potential consequences of the implementation of the future IFRS 9 standard. With this in mind, a project structure was established by the Finance Division and a joint programme of the Risk Division and the Finance Division was launched to examine the aspects of this standard dedicated to credit risk When IFRS 9 was published in July 2014, the Group s Risk and Finance functions formed a special organisation to do the work necessary for implementing the standard beginning on or after 1 January Under the supervision of the governance bodies created, the Group performed an analysis of the standard (as it relates to banks) and conducted preliminary assessments on bringing its information systems and processes into compliance. In order to meet all of the challenges involved in implementing the new standard, both at a local level and in terms of contributing to the Group s needs, the Bank launched a project that will form part of the Group programme. The project team is responsible for coordinating functional analyses, defining required information system and process improvements and ensuring that these improvements are appropriately implemented. Classification and measurement The portfolio of financial assets was reviewed to determine their future accounting treatment under IFRS 9, based on the characteristics of their contractual flows and the way in which they are managed ( business model). This work was also aimed at identifying the most significant consequences on its information systems and on its financial consolidation tools. This work was intensified over the course of 2016 to determine the scope of financial assets whose classification and measurement will be modified by the application of IFRS 9. Methodologies for the analysis of contractual flows from financial assets have been developed, notably for the purposes comparing these flows with those of a benchmark instrument when the time value of money component included in interest is likely to change due to the instrument s contractual clauses. Credit risk Since 2015 the Group has been building a methodological framework defining the rules for estimating heightened credit risk and determining expected one-year losses and losses at maturity by integrating macroeconomic projections to take the credit cycle into account. The calibration and validation of this framework began in 2016 in multiple areas: the deployment of the methodological framework to all of the group s portfolios; the beginning of IT development; 20 21

22 the initiation of the description of organisational processes, including the stages of operational governance. Hedges The Group has analysed the different options available under IFRS 9 for applying the standard to the accounting treatment of hedging transactions for the first time. It has decided, insofar at IFRS 9 permits, not to change the accounting treatments currently employed for these transactions in accordance with IAS 39 as adopted by the European Union. The Group will continue to monitor the work of the IASB related to the accounting treatment of macro hedges. At this stage of the plan to implement IFRS 9, the quantified impact of its application on the Bank s financial statements cannot be reasonably estimated. IFRS 15 Revenue from Contracts with Customers, adopted on 22 September 2016 and effective for financial years beginning on or after 1 January 2018 IFRS 15 replaces IAS 18. It establishes the principles for recognising revenue arising from a contract with a customer, with the exception of leases, insurance policies, financial instruments and guarantees. An analysis of these impacts on equity and the statement of income is ongoing. Taking into consideration its scope, the main contracts concerned by this analysis are contracts for the provision of services that give rise to the recognition of commission income (loyalty programme, asset management fees, loan syndication fees, etc.). The Group does not foresee any significant impacts arising from the application of this standard. 2.2 Critical Accounting Estimates The preparation of the annual financial statements and the application of the accounting policies and methods described below require the use of judgements and estimates. By their nature, the assessments necessary for drawing up the annual financial statements require the formulation of assumptions and involve risks and uncertainties as to whether they will come to pass. Although the Board of Directors believes that it has taken all available information into account when determining these judgements and estimates, the actual future profits and losses from the operations concerned could differ from these estimates and therefore have a material impact on the financial statements.

23 The use of estimates mainly concerns the following valuations: the determination of the fair value of non-publicly traded or illiquid financial instruments or instruments whose fair value depends on non-observable market elements (See Note 5, Note 8 and Note 12); the determination of the useful life and the residual value of tangible and intangible fixed assets (See Note 9); the estimation of the recoverable amount of impaired assets (See Note 27); the amount of deferred tax assets (See Note 10); the assessment of a current obligation as a result of assumptions made in connection with the recognition of provisions, including provisions related to employee benefits (See Note 15); more broadly, provisions recorded on the liabilities side of the balance sheet (See Note 15). The following items are in particular subject to the judgement of the Bank s Board of Directors as permitted by accounting standards: the recognition of income; the classification of financial instruments as prescribed by international standards; the discount rate used for the supplemental defined benefit retirement plan. 2.3 Foreign currency transactions Items included in the Bank s annual financial statements are measured using the currency of the economic environment in which the entity primarily carries out its business (the functional currency ). The annual financial statements are presented in euros ( EUR ), the functional currency and the reporting currency of the Bank. The Bank keeps multi-currency accounts which involve recording each currency transaction in a separate record, which generates foreign exchange positions recorded by the Bank in its accounts. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are converted into euros at the prevailing spot exchange rate. Unrealised foreign exchange gains or losses are recognised in the statement of income. Non-monetary financial assets denominated in foreign currencies, including shares and other variable income securities that are not part of the trading portfolio, are converted into the entity s functional currency at the exchange rate applying at the end of each reporting period. Conversion differences arising from these financial assets are taken to equity and are recognised in the statement of income only when sold or impaired or where the currency risk is fair value hedged. In particular, non-monetary assets funded by a liability denominated in the same currency are converted by applying the prevailing spot rate at the end of each reporting period by booking the impact of exchange rate fluctuations to the statement of income if there is a fair value hedging relationship between the two financial instruments

24 The balance sheets of the branches are converted at the official exchange rates prevailing at year-end. Line items on their statements of income are converted at the average annual exchange rate. Gains and losses arising from the conversion of capital, reserves, retained earnings and income resulting from variations in exchange rates are recognised in Equity - Revaluation Reserve - Conversion differences. As an exemption to the principles outlined above, sales of assets valued in foreign currencies are converted at the rate on the transaction date. The main spot exchange rates used on 31 December 2016 and 2015 by the Bank are as follows: EUR 1 = CHF CHF EUR 1 = DKK DKK EUR 1 = GBP GBP EUR 1 = NOK NOK EUR 1 = USD USD Cash and demand deposits with Central Banks Cash consists primarily of cash balances, debit balances outstanding from the current account and the mandatory minimum reserve with the Central Bank of Luxembourg. The funds for the minimum reserves are not available for financing the current operations of the Bank. The reserve base, calculated monthly, is based on balance sheet items in accordance with accounting principles. The baseline calculation that determines the reserve requirement is performed by the Central Bank. 2.5 Financial Instruments At initial recognition, financial assets and liabilities are recorded at fair value, including transaction costs directly attributable to the acquisition of the asset or to the issue of the financial liability in question (except for financial instruments measured at fair value through profit or loss). After initial recognition, financial assets and financial liabilities, based on their category, are measured either at fair value or at amortised cost using the effective interest rate method.

25 The effective interest rate is the rate that discounts future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to obtain the net book value of the financial asset or financial liability. To calculate the effective interest rate, the Bank takes into consideration the cash flow estimated on the basis of the contractual terms of the financial instrument. In accordance with the standard (IAS 39.9), the Bank does not take into account losses on future credit. The calculation also includes all commission paid or received between the parties to the contract, the transaction costs and other bonuses and discounts. The Bank records a regular way purchase in its balance sheet in accordance with the accounting principle on the settlement date (the date on which the asset is received and the purchase price paid). Likewise, the Bank derecognises a regular way sale, in accordance with this same principle, on the settlement date. Therefore, any profit or loss associated with the sale of the asset will be recognised on the day the asset is delivered by the Bank. Derivatives which are not regular way purchases or sales are recognised on the transaction date (the date on which the Bank undertakes to purchase or sell an asset) Determining the fair value of financial instruments Fair value is the price that would be received for the sale of an asset or paid for the transfer of a liability in a normal transaction between market participants, on the valuation date. Forward exchange transactions are assessed at fair value using the prevailing forward exchange rate on the market for the residual maturity. The best evidence of the fair value of financial instruments is the existence of quoted prices in an active market. In the absence of such quoted prices, fair value is determined by applying recognised valuation techniques, maximising the use of observable market data. An active market is a market on which transactions on the asset or liability take place with sufficient frequency and volume to continuously provide information about the price. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis

26 Determining whether a market is inactive relies on indicators such as a sharp decline in trading volume and in the level of market activity, a significant increase in the difference between bid and ask prices, a sharp pricing disparity over time or between the various market participants referred or the age of the last transactions observed on the market under normal competitive conditions. When the financial instrument is traded in several financial centres to which the Bank has immediate and simultaneous access, the fair value of the financial instrument is the most advantageous price on an active market. If a published price quotation in an active market does not exist for a given financial instrument, but active markets exist for its component parts, the fair value is equal to the sum of the relevant market prices for the component parts of the financial instrument by factoring in the bid price and the ask price of the net position, taking the direction of the trend into account. If the market for a financial instrument is not active or is no longer considered active, its fair value is established using a valuation technique (internal valuation models). Depending on the instrument under consideration, these may use data derived from recent transactions concluded on an arm s length basis, from the fair value of substantially similar instruments, from discounted cash flow or option pricing models, or from valuation parameters. If there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, then the Bank uses that technique. The use of internal assumptions for future cash flows and discount rates, correctly adjusted for the risks that any market participant would take into account, is permitted. Such adjustments are made in a reasonable and appropriate manner after examining the available information. Notably, internal assumptions consider counterparty risk, non-performance risk, liquidity risk and model risk, as relevant. In some cases, the fair value of a financial instrument may differ from the transaction price. The Bank therefore immediately recognises the difference between the fair value on the initial recognition date and the transaction price in the statement of income if and only if this value is evidenced by a price on an active market or on the basis of a valuation technique tested in relation to market transactions that uses observable data only. However, if the fair value on the initial recognition date is obtained by using complex models and non-observable valuation parameters or if the valuation models are not recognised by the market, or if the valuation techniques have not been tested on listed instruments, the difference between the fair value thus obtained and the transaction price will not be recorded in the statement of income in accordance with the current standard (IAS 39). The fair value of the instrument is therefore the transaction price. Any trade margin is generally recorded in the statement of income over the lifespan of the instrument.

27 For some instruments, due to their complexity, this margin is not recognised in the statement of income until their maturity or in the event of early sale. Where substantial volumes of issued instruments are traded on a secondary market with quoted prices, the trade margin is recognised in the statement of income in accordance with the method used to determine the instrument s price. When valuation parameters become observable, any portion of the trade margin that has not yet been booked is recognised in the statement of income at that time Financial assets and financial liabilities Each category of financial assets and financial liabilities has its own accounting treatment and specific pricing Financial assets held for trading Financial assets and liabilities held for trading are financial assets or liabilities acquired or incurred principally with an intention to sell or repurchase them in the near term or that are part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent pattern of short-term profit-taking. Such assets and liabilities are initially recognised at fair value on the transaction date (excluding transaction costs taken directly to the statement of income) and subsequently remeasured at fair value on the balance sheet date. Changes in fair value are recorded in the statement of income under Net gains and losses on financial instruments at fair value through profit or loss. Interest received or paid on non-derivative instruments is recognised under interest income or interest expense. Dividends received are included under Dividends from variable income securities. All derivative financial instruments with a positive (negative) substitution value are considered financial assets (liabilities) held for trading, with the exception of derivatives qualifying as hedge instruments. Due to their nature, there is no allowance for impairment for this category of financial assets and financial liabilities Financial assets and liabilities measured at fair value through profit and loss Financial assets and financial liabilities are measured (or designated) at fair value through profit or loss only and irrevocably upon initial recognition of the financial instrument, in accordance with the following use criteria, if: this designation eliminates or significantly reduces inconsistency in the valuation or recognition (sometimes called accounting mismatch ) between the accounting treatments of certain financial assets and liabilities; or a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; or the financial instrument contains one or more embedded derivatives not closely related to the host contract

28 If the option to designate a financial asset or financial liability at fair value on initial recognition is used, it is irrevocable. This category has the same measurement rules as those applied to Financial assets and financial liabilities held for trading. The same headings as those defined for financial assets or liabilities held for trading are used to recognise changes in fair value, interest and dividends. Due to their nature, there is no allowance for impairment for this category of financial assets Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and that are neither held for trading purposes nor intended for sale from the time they are purchased or originated. After initial recognition they are measured at amortised cost based on the effective interest rate and are tested for impairment at each balance sheet date and may give rise to, if applicable, an impairment loss (see Notes and 7) Held-to-maturity investments These are non-derivative financial assets with fixed or determinable payments and fixed maturity that are quoted in an active market and which the Bank has the positive intention and ability to hold to maturity. They are measured after acquisition at amortised cost and may be subject to impairment, if appropriate (see Notes and 7). Using the effective interest rate method, amortised cost includes premiums and discounts as well as transaction costs. These financial assets are shown in the balance sheet under Held-to-maturity financial assets. Amortisation using the effective interest rate method is reported in the statement of income under Interest and related income. Impairment losses are recognised in the statement of income under the heading Cost of the risk Available-for-sale financial assets These are non-derivative financial assets held for an indefinite period which are designated by the Bank as available-for-sale or which are not allocated to any of the above-mentioned categories. These assets are measured at fair value at initial recognition on the transaction date, including transaction costs, and subsequently remeasured to fair value on the balance sheet date. All changes in fair value are recognised in a single line item in the statement of shareholder s equity. Upon the sale of the instrument or the realisation of a permanent loss (impairment loss) on these assets, the

29 cumulative results of revaluation previously recognised in equity are reclassified in the statement of income under Net gains and losses on available-for-sale financial assets. The same applies to subsequent impairments. For interest-bearing instruments, income recognised using the effective interest rate method is aggregated under Interest and similar income. Dividends received are included under Dividends from variable income securities. Available-for-sale financial assets include fixed-rate and floating-rate securities that are not classified as financial assets held for trading or are designated at fair value through profit or loss as well as the instruments described in paragraph below, and the Bank s participating interests. Participating interests are measured at the acquisition cost less any permanent impairment (see Note 5) Impairment of financial assets a) Impairment of financial assets measured at amortised cost At the end of every reporting period, the Bank assesses whether there is any objective evidence that a financial asset is impaired as a result of one or more events occurring after the initial recognition of the asset and whether that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The Bank first assesses whether any objective evidence exists that individually material financial assets are impaired. If there is objective evidence that Loans and receivables, or financial assets classified as Held-to-maturity financial assets, are impaired, an impairment loss is booked for the difference between the carrying amount and the present value of estimated future recoverable cash flows, taking into account any guarantees, discounted at the financial assets original effective interest rate. This impairment is recognised in the income statement under Cost of risk and the value of the financial asset is reduced accordingly. The Bank does not perform collective assessments of impairment due to the lack of similarity between the relevant assets. b) Impairment of available-for-sale financial assets Impairment of an available-for-sale financial asset is recognised on the statement of income under Net gains and losses on availablefor-sale financial assets, if there is objective evidence of impairment as a result of one or more events occurring after the impairment was initially recognised. A significant or prolonged decline in the value of equity instruments to below their acquisition cost constitutes objective evidence of an impairment loss. An impairment in the amount of any capital loss deemed permanent is then recognised in the statement of income