Financial statements Exane Consolidated 5 financial statements Annual 49 financial statements Exane SA

Transcription

1 Financial statements Exane 2008

2

3 Financial statements Exane 2008 Consolidated 5 financial statements Annual 49 financial statements Exane SA

4 Consolidated financial statements Exane 4

5 Financial statements Exane Consolidated financial statements Consolidated balance sheet 6 Income statement 7 Consolidated cash-flow statement 8 Changes in shareholders equity 9 Notes to the consolidated financial statements 10 Statutory auditors report 45

6 Consolidated financial statements Exane 6 Consolidated balance sheet Financial year ended 31 December 2008 Assets (in thousands of euros) Note 31/12/08 31/12/07 Cash, due from central banks 30, Financial assets at fair value through profit and loss 5.1 5,713,360 5,683,690 Available-for-sale financial assets ,091 41,908 Due from banks ,520 1,140,272 Loans and advances to customers Current and deferred tax assets ,248 52,324 Accruals, prepayments and sundry assets ,358 1,238,825 Investments in affiliates 5.6 Tangible fixed assets ,357 14,129 Intangible fixed assets 5.7 6,989 6,034 Total assets 6,873,838 8,177,347 Liabilities (in thousands of euros) Note 31/12/08 31/12/07 Cash, due to central banks Financial liabilities at fair value through profit and loss 5.1 5,114,965 5,694,299 Due to banks , ,269 Customer accounts Debt securities Current and deferred tax liabilities ,794 43,497 Accruals, deferred income and sundry liabilities ,769 1,258,621 Provisions 5.8 2,781 2,969 Subordinated debt , ,481 Minority interests 2,391 1,571 Total debt 6,510,388 7,793,708 Capital and reserves 40,689 40,689 Consolidated reserves 258, ,087 Net income for the year 64, ,862 Total shareholders equity , ,638 Total liabilities 6,873,838 8,177,347

7 Income statement Financial statements Exane Financial year ended 31 December 2008 (in thousands of euros) Note 31/12/08 31/12/07 Interest receivable and similar income ,855 52,244 Interest payable and similar expenses 6.1 (80,645) (66,327) Fee and commission income , ,963 Fee and commission expenses 6.2 (57,386) (72,053) Net gains or losses on financial instruments at fair value through profit and loss , ,048 Net gains or losses on available-for-sale financial assets ,864 Income related to other activities ,358 25,786 Expenses related to other activities 6.5 (2,126) (2,690) Net banking income 400, ,835 General operating expenses 6.6 (298,974) (330,345) Amortisation and depreciation of tangible and intangible assets 6.7 (6,681) (5,246) Gross operating income 95, ,245 Credit and counterparty risk-related costs 6.8 (1,945) 432 Operating income 93, ,676 Share of net income of affiliates 0 0 Net income or expenses on other assets (478) 804 Pre-tax income 92, ,480 Income tax 6.9 (27,042) (49,119) Net income 65, ,361 Minority interests (1,173) (498) Net income Group share 64, ,863 Earnings per share (EUR)

8 Consolidated financial statements Exane 8 Consolidated cash-flow statement Financial year ended 31 December 2008 (in thousands of euros) 31/12/08 31/12/07 Operating activities Pre-tax income 92, ,480 Total non-cash items included in pre-tax income and other adjustments 7,527 4,912 Amortisation and depreciation of tangible and intangible assets 6,681 5,246 Impairment of goodwill and other non-current assets 0 0 Provisions (188) 352 Share of net income of affiliates 0 0 Net gains or losses on investing activities 0 (7) Net gains or losses on financing activities 1,034 (680) Other movements 0 0 Net increase or decrease in assets and liabilities used by operating activities (287,458) 180,248 Change in interbank items 30,542 (10,628) Change in customer items (29,693) 69,323 Change in financial assets and liabilities (599,226) 70,327 Change in non-financial assets and liabilities 337,961 90,092 Tax paid (27,042) (38,866) Total net cash provided / used by operating activities (187,302) 344,640 Investment activities Change in equity investments 0 15,332 Change in tangible and intangible assets (8,863) (10,457) Total net cash provided / used by investing activities (8,863) 4,875 Financing activities Cash received from / paid to shareholders (84,600) (65,067) Other cash provided / used by financing activities 5,000 50,000 Total net cash provided / used by investing activities (79,600) (15,067) Effect of exchange rate changes on cash and cash equivalents 5,863 (1,118) Net increase or decrease in cash and cash equivalents (269,903) 333,331 Cash and cash equivalents at the beginning of the period Cash and central banks (assets and liabilities) Interbank balance (assets and liabilities) 503, ,008 Cash and cash equivalents at the period end Cash and central banks (assets and liabilities) 30, Interbank balance (assets and liabilities) 202, ,204 Net increase or decrease in cash and cash equivalents (269,903) 333,331

9 Financial statements Exane Changes in shareholders equity Between 1 January 2008 and 31 December 2008 (in thousands of euros) Capital and related reserves Reserves and income for the period Total capital and reserves Group share Minority interests Exchange differences Change in fair value of availablefor-sale assets Total unrealised or deferred capital gains/losses Total Group share Reserves and income for the period Unrealised or deferred capital gains/losses Total minority interests Total consolidated shareholders equity Shareholders equity at 31 December 2007 before appropriation of income 40, , ,377 (2,289) 1,550 (739) 383,638 1, , ,231 Dividend paid for 2007 (83,353) (83,353) (83,353) (375) (375) (83,728) Shareholders equity at 31 December 2007 after dividend 40, , ,024 (2,289) 1,550 (739) 300,285 1, , ,503 Changes linked to relations with shareholders Other changes Unrealised gains or losses 798 (2,146) (1,347) (1,347) (1,347) Change in value of financial instruments and fixed assets having an impact on equity (2,146) (2,146) (2,146) (2,146) Conversion adjustments Net income for ,413 64,413 64,413 1,173 1,173 65,586 Shareholders equity at 31 December 2008 before appropriation of income 40, , ,537 (1,490) (596) (2,086) 363,450 2, , ,841

10 Consolidated financial statements Exane 10 Notes to the consolidated financial statements Financial year ended 31 December 2008 The consolidated financial statements are those of the entities defined in note 2.4.4, hereafter referred to as the Exane Group. 1. Profile Established in 1990, Exane specialises in three activities: Cash Equity: Under the Exane BNP Paribas brand, our Cash Equity Department offers a full range of services including research, sales and execution on European equities. Equity Derivatives: Exane Derivatives, a subsidiary of Exane, specialises in the creation of structured products and the brokerage of listed derivative products. Asset Management: Exane Asset Management (Exane AM), a subsidiary of Exane, incorporates the Group's third party fund management activities, specialising in the alternative management of long/short equity funds. Exane is a société anonyme (public limited company) with a capital stock of 30,691,800 euros. Its registration number with the Paris Trade and Companies Registry is Represented by Nicolas Chanut, Chairman of the Board of Directors, the Company s registered address and office is situated at 16, avenue Matignon, Paris. The consolidated financial statements for the companies that constitute the Exane Group (hereafter referred to as the Consolidated Financial Statements ) were approved by the Board of Directors during the meeting held on 11 March Accounting principles and methods The main accounting methods used in the preparation of the consolidated financial statements are described below. Unless otherwise indicated, they have been applied in a consistent manner, in respect of all the financial statements presented in this document Applicable standards The consolidated financial statements have been prepared in accordance with International Accounting Standards/ International Financial Reporting Standards (IAS/IFRS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), as adopted by the European Union (EU) and applicable at 31 December These standards are identical to those used and described in the Group s financial statements for the year ended 31 December The Group has applied the above standards, including the EU approved standards, amendments and interpretations to all financial years since 1 January 2007, in particular IFRS 7 regarding disclosures on financial instruments.

11 Financial statements Exane Presentation of financial statements Exane uses the CNC recommended format for financial statements (2004-R.03 dated 27 October 2004; balance sheet, income statement, statement of changes in shareholders equity, cash-flow statement). The consolidated financial statements have been prepared on a historical cost basis, except in the case of Financial instruments at fair value through profit and loss and Available-for-sale financial assets. The financial statements are presented in euros. The amounts shown are rounded to the nearest thousand, unless otherwise indicated Accounting principles Financial instruments (IAS 32 and 39) Financial assets and liabilities are treated in accordance with IAS 39 as adopted by the European Commission (EC) on 19 November 2004 and modified by EC regulations 1751/2005 of 25 October 2005 and 1864/2005 of 15 November 2005 in respect of the fair value option. The Group classifies its financial assets using the following categories: Financial assets at fair value through profit and loss, Loans and receivables and Available-for-sale assets. At 31 December 2008, no financial assets were held to maturity. Accounting classifications are determined by the reasons underlying the acquisition of the financial assets. The Group classifies its financial liabilities under the following categories: liabilities at fair value through profit and loss and other liabilities. Financial assets at fair value through profit and loss According to IAS 39, financial assets at fair value through profit and loss are those held for trading. Financial assets are so classified if they have been acquired primarily to be sold in the short term. Derivative financial instruments are also deemed to be held for trading unless they are to be used for hedging purposes. Financial assets at fair value through profit and loss are recognised at fair value at inception, excluding transaction costs attributable directly to their acquisition taken directly to profit and loss and including accrued interest. They are carried at fair value and changes in fair value are taken to profit and loss. Financial liabilities at fair value through profit and loss Financial liabilities at fair value through profit and loss may be: - financial liabilities issued for trading purposes, or - financial liabilities for which the Group has elected to apply the fair value option. Financial liabilities are carried at an amount equivalent to their fair value on the date they are recorded in the balance sheet. Transaction costs are recorded directly in the profit and loss account. On the balance sheet date, they are recognised at their fair value and any changes thereto are reflected in the profit and loss account.

12 Consolidated financial statements Exane 12 Securities bought or sold under repurchase agreements Borrowed securities when collateralised by other securities are recorded on the balance sheet as Financial assets at fair value through profit and loss. The corresponding debt is recorded as a liability under Financial liabilities at fair value through profit and loss. These two sub-accounts for the trading portfolio are valued at fair value as at the end of the period. Securities borrowed and secured by cash collateral are entered as Deposits paid or received on debt securities/securities borrowings allocated to Loans and receivables. They are not valued at fair value at period end. Loans and receivables Due from banks and Loans and advances to customers are recognised at purchase price, including transaction fees, and thereafter carried at amortised cost adjusted for any impairment. Available-for-sale financial assets According to IAS 39, Available-for-sale financial assets is the default category. Available-for-sale financial assets are initially recognised at acquisition cost, including transaction fees and accrued interest. At the balance sheet date, available-for-sale assets are measured at their fair value and changes thereto are booked separately under reversible Shareholders equity. If the security is sold or becomes impaired, these changes are reversed out and recognised in profit and loss. Other securities held by the Group (over which it does not exert a significant influence) are also classified as Availablefor-sale financial assets. Valuation Equity securities and fixed-income securities (including shares and UCITS) in the trading portfolio are carried: - at the last known quoted price for securities traded on an active and liquid market at the balance sheet date, - or, in the absence of such a market, at a price determined using a valuation model (based on observable or non-observable parameters). Impairment of available-for-sale assets If one or more events have resulted in the impairment of the value of an available-for-sale financial asset since its acquisition, the change in value is recognised on an individual basis in profit and loss when there is objective evidence that it will be lasting. In the case of an equity security traded on an active market, a prolonged or significant change to a level below its acquisition price would constitute objective evidence of impairment. Impairments in the value of fixed-income securities are recognised in the financial statements under Credit and counterparty risk-related costs. If an objective event results in a subsequent increase in the fair value of the impaired security, the impairment may be reversed out and recorded in profit and loss. Impairments in the value of equity securities are recognised in the financial statements under Net gains or losses on available-for-sale financial assets. Any subsequent increase in the fair value of the impaired security can only be written back in profit and loss on the date of sale, while any further impairment in the fair value of the security will be reflected in profit and loss.

13 Financial statements Exane Recording date Accounting category Recording date Financial assets at fair value through profit and loss Available-for-sale assets Securities bought and sold under repurchase agreements Securities sold short Trade date Trade date Settlement/delivery date Settlement/delivery date Due to banks and customers All amounts owed to banks and customers are recognised at their original fair value, including transaction fees. They are subsequently carried at amortised cost. Distinction between a liability and shareholders equity A debt instrument, or a financial liability, is a contractual obligation to: - deliver cash or another financial asset, - exchange instruments under potentially unfavourable conditions. An equity instrument is a contract evidencing a residual interest in a company after deduction of all its liabilities (net assets). Financial instruments issued by the Group are considered as equity instruments when the Group has no obligation to pay any cash or to exchange a fixed number of its own shares for a fixed amount of cash. The Group has not issued any hybrid financial instruments including both shareholders equity and liability components Derivatives Derivatives are financial assets or liabilities and are recognised on the balance sheet at fair value at inception of the transaction. They are either held for trading purposes or used for hedging purposes. At each balance sheet date, derivatives are measured at fair value and changes thereto are recorded in profit and loss. Valuation Optional transactions on forward financial instruments Organised markets Call or put premiums on options on organised markets are booked separately in assets and liabilities on the balance sheet. On each balance sheet date, these instruments are measured at the last quoted price published by exchanges or by brokers. Changes are booked in profit and loss. To cancel out the profit and loss impact of unexplained price discrepancies that may occur at market close, the difference between the last quoted price and the theoretical price of the instrument, calculated using an internal model and uniform market parameters for all transactions, is recorded as an unrealised gain or loss. The Group s Risk Management Department formally approves this price.

14 Consolidated financial statements Exane 14 Over-the-counter markets Premiums on OTC options are recognised separately in the assets and liabilities on the balance sheet. Changes in the value of the options are recorded directly in profit and loss. Financial instruments are priced based on internal models in the absence of organised markets. The Group s Risk Management Department formally approves this price. Exchange-traded transactions on forward financial instruments Organised markets Positive and negative margins are recognised in the profit and loss. To cancel out the profit and loss impact of unexplained price discrepancies that may occur at market close, the difference between the last quoted price and the theoretical price of the instrument, calculated using an internal model and uniform market parameters for all transactions, is recorded as an unrealised gain or loss. The Group s Risk Management Department formally approves this price. Over-the-counter markets Financial instruments are priced based on internal models in the absence of organised markets. At each balance sheet date, the fair value is based on estimated prices calculated by the Front Office and approved by the Risk Management Department and the Middle Office. Recognition of margins on structured financial instruments at inception Under IAS 39, margins on structured products and complex financial instruments may be recognised at inception only if these financial instruments can be reliably valued at inception. This condition is met if these instruments are valued using prices in an active market or based on standard internal valuation models using observable market data. Some long-maturity or illiquid complex financial instruments, in many cases tailored products, are valued using internal models whose parameters may be partly based on non-observable data drawn from reference markets. When the valuation is based on non-observable data and/or non-standard models, the margin at inception generated by the placement of these complex financial instruments is deferred and amortised to profit and loss generally over the period during which the market data is deemed to be non-observable Accruals, prepayments and sundry assets and liabilities / non-current assets and liabilities Accounts payable and receivable on cash equity market transactions are primarily composed of trading and settlement accounts that record, in euros and at the acquisition price, securities transactions on behalf of brokers, financial institutions or banks, for which the settlement remains outstanding. Purchase and sale accounts used to record euro-denominated transactions with the same counterparty, as well as current accounts, are offset. Purchase and sale accounts used to record foreign currency-denominated transactions with the same counterparty are offset separately. These accounts are also used to record outstanding coupon/dividend payments with the same counterparties.

15 Financial statements Exane Provisions (IAS 37, IAS 19) A provision is recorded: - if the Group has an implicit or legal obligation resulting from a past event, - when the Group may be forced to use economic resources to settle this obligation, - and when the amount of the provision can be reliably estimated. The provisions recorded on the liability side of the balance sheet (excluding those related to trading activities) cover employee benefits and litigations. The amount set aside represents the best estimate of the expense needed to settle the obligation. If necessary, these estimates are discounted if the impact would be material Recording of income and expenses Interest margin Interest on current accounts, financial loans and borrowings and deposits from lending/borrowing transactions are recorded in Interest margin. Net gains or losses on financial instruments at fair value through profit and loss This caption includes profit and loss items related to financial instruments designated at fair value through profit and loss and financial assets and liabilities held for trading, except interest income and expenses, which are shown in Interest margin. Net gains or losses on available-for-sale financial assets Net gains or losses on available-for-sale financial assets include dividends and other revenue from equities and other variable income securities, disposal gains and losses realised on fixed and variable income securities and impairment losses on variable income securities Fixed assets (IAS 16, 36, 38, 40) Operating fixed assets are employed in the production or supply of goods or services or for administrative purposes. They are recognised at cost plus directly attributable expenses and borrowing costs when they require a prolonged construction or adaptation period prior to implementation. After the initial recognition, fixed assets are carried at cost, less depreciation expenses and any impairment. In cases where a fixed asset comprises component parts liable to be replaced on a regular basis, have different uses or generate economic benefits at a different pace, each component is accounted for separately and follows its own depreciation schedule. Fixed assets that can be depreciated are subjected to an impairment test at period end if evidence of impairment exists at that time. Fixed assets that cannot be depreciated are subjected to an impairment test at least once a year. This test is modelled on the one used to test goodwill allocated to similar cash-generating units.

16 Consolidated financial statements Exane 16 If the test reveals evidence of impairment, the asset s new recoverable value is compared to the net book value of the fixed asset. Should a decrease of value be demonstrated, an impairment loss is recognised. The impairment may subsequently be reversed in the event that the estimated recoverable value changes or if the evidence of impairment ceases to exist. Impairment losses are booked under the heading Amortisation and depreciation of tangible and intangible assets in the profit and loss account. Fixed assets are amortised using the straight line method over the estimated useful life of the asset for the Company. Depreciation and amortisation are recorded under Amortisation and depreciation of tangible and intangible assets in the profit and loss account. The following table shows the different amortisation methods applied by the Group at 31 December Type of fixed assets Depreciation mode and period Software IT hardware Telephone systems Office equipment Fixtures and fittings Straightline 3 years Straightline 3 years Straightline 5 years Straightline 8 years Straightline 8 years Residual values and useful life estimates are reviewed and, if necessary, adjusted at each period end. Gains and losses on disposal are determined by comparing disposal proceeds to the carrying value of the asset being sold. They are recognised in profit and loss under Net income or expenses on other assets. Software Costs arising on the acquisition of software licences are recognised as an asset on the basis of costs incurred to acquire and implement the software in question. These costs are amortised on the basis of the estimated useful life of the software. When an internally developed software meets the criteria to be classified as a fixed asset, its direct development costs are capitalised. This includes outside expenditure and staff costs for employees working on the project. Software maintenance costs are expensed in profit and loss when incurred. However, expenses related to the improvement of the software or the extension of its lifespan are added to the cost of acquisition or of production Current and deferred taxes In accordance with IAS 12, income tax includes all taxes based on income, both current and deferred. IAS 12 defines current tax as the amount of income taxes payable/recoverable in respect of the taxable profit/loss tax for a period. The tax rates and rules used to determine the current tax charge are those in force in each country in which Group companies are located. A deferred tax liability or asset is recognised for any taxable timing differences between the carrying value of an asset or a liability on the consolidated balance sheet and its tax value. However, a deferred tax liability or asset is not

17 Financial statements Exane recorded when arising from the initial recognition of an asset or a liability in a transaction, except for a business combination which, at the transaction date, affects neither the book value nor the taxable income. Deferred tax assets and liabilities are recognised as per the carry-forward method, at the tax rate assumed to be applicable during the period in which the asset is realised or the liability settled, based on tax rates and regulations that have been adopted or will be before period end. Deferred tax assets and liabilities are not discounted. A deferred tax asset is recognised for any taxable timing differences insofar as it is probable that a future taxable profit will be available against which the unused tax losses and unused tax credits can be allocated. Deferred tax assets and liabilities are offset against each other if they originate within the same taxable entity or are subject to the same tax authority, or when legal offsetting rights exist. Deferred taxes are recorded in profit and loss for the year unless the tax arises from securities classified as availablefor-sale, for which unrealised gains and losses are recognised directly through shareholders equity Employee benefits (IAS 19) Defined benefit plans: obligations to provide retirement, pre-retirement and end-of-career benefits In accordance with IAS 19, defined benefit plans represent a formal or implicit obligation for the Group to provide a given amount or level of benefits to employees, thus creating a medium/long term risk. The Exane Group has only one defined benefit plan, in a foreign subsidiary. Under the plan, a fixed pension is earned based on the employee s salary and the number of years worked in the Company. At each balance sheet date, the commitments are stated based on a set of actuarial, financial and demographic assumptions which are then discounted using the projected unit credit method. Under this method, each year, a charge corresponding to the employee s vested benefits is booked. A reserve is booked on the liabilities side of the balance sheet in respect of the Group s total retirement commitments. The value of the assets allocated to cover these commitments is subsequently deducted from the amount of the commitment. Defined contribution plans Defined contribution plans require the Group to pay a fixed contribution into a separate fund but do not commit it to pay a specific level of future benefits. These contributions are recognised as an expense. The Group has several defined contribution plans, the primary ones being the French national retirement plans ARRCO / AGIRC. The Group has no additional retirement plan in France. These plans do exist in most of Exane s foreign branches and subsidiaries, where they commit the Group to pay a percentage of the beneficiary s annual salary into a pension plan.

18 Consolidated financial statements Exane Consolidation principles and methods (IAS 27, 28, 31) Consolidation scope and methods The consolidated financial statements include the accounts of Exane and of all French and foreign subsidiaries (including ad hoc entities) over which Exane exercises control (i.e., whose financial and operational policies are managed by the Group and in which the Group generally holds majority voting rights). The consolidation of ad hoc entities is specified by SIC 12. An ad hoc entity is consolidated when it is controlled in substance by the Exane Group, even in the absence of shareholdings. There were no ad hoc entities in Exane s consolidation scope as at 31 December The consolidation methods are defined by IAS 27, 28 and 31, based on the type of control exercised by Exane over the entities that can be consolidated. These methods are as follows: Full consolidation Entities under exclusive control are fully consolidated. When the Group manages the entity s financial and operating policies in order to develop its activities, the entity is fully consolidated. Exclusive control is presumed to exist when the Group holds directly or indirectly more than half of the subsidiary s voting rights. The contribution of minority interests to the profit and loss account and to reserves is entered separately on the balance sheet. Subsidiaries are consolidated as of the date at which control is transferred to the Group. They are deconsolidated on the date at which control is no longer exerted. Full consolidation consists of eliminating the book values of the shares held in the consolidating Company s financial statements, aggregating all assets and liabilities carried by the consolidated companies, and determining and separately identifying the value of the minority interests in their net assets and earnings. Equity method Entities over which Exane exercises significant influence are accounted for under the equity method. The Group is deemed to exert significant influence when it participates in determining the entity s financial and operating policies without exerting control. Significant influence is presumed when the Group holds, directly or indirectly, 20 % or more of the entity s voting rights. The equity method consists of eliminating the book value of the shares held in the Group s financial statements and accounting for its interest in the underlying equity and results of the companies concerned. UCITS UCITS are consolidated when they are controlled by the Group. Since 2007, the Group has considered ownership equal to or above 50 % as the control threshold. Participating interests of less than 50 % in the Group s UCITS are recorded at fair value through profit and loss.

19 Financial statements Exane Closing date The companies included in the consolidation scope were consolidated based on the financial statements closed off as at 31 December Consolidation adjustments and eliminations Elimination of inter-company transactions Inter-company transactions affecting the consolidated balance sheet and the profit and loss account are eliminated. The accounting methods of subsidiaries are in line with those of the Group. Conversion of financial statements denominated in foreign currencies (IAS 21) The Group s financial statements are denominated in euros, Exane s operating currency. However, each company within the Group decides its own operating currency and records its transactions in this currency. The financial statements of subsidiaries denominated in foreign currencies (for example Exane Incorporated) are converted into euros using the closing exchange rate for assets and liabilities and the average exchange rate for the period for the profit and loss account. The conversion adjustment is recorded under shareholders equity.

20 Consolidated financial statements Exane Changes in the scope of consolidation during the period The Exane Group s scope of consolidation at 31 December 2008 is as follows: 31/12/08 31/12/07 Companies Countries Method % interest % capital % interest % capital Exane SA France Full consolidation Exane Derivatives France Full consolidation Exane Asset Management France Full consolidation Exane Derivatives Gérance France Full consolidation Exane Finance France Full consolidation Exane Options France Full consolidation Exane Multi Investments France Full consolidation Exane Limited UK Full consolidation Exane Incorporated USA Full consolidation Exane Options Incorporated USA Full consolidation /12/08 31/12/07 UCITS Country Method % interest % capital % interest % capital Mutual funds Exane Pléiade 2 Fund France Full consolidation Exane Investors Alpha Fund France Full consolidation Exane Pléiade 8 Fund France Full consolidation Significant events related to the consolidation scope - On 27 June 2008, the Exane Group created Exane Multi Investments. The Company has not yet started trading. - The Group s holding in Exane Pléiade 8 Fund fell below 50 % in Consequently, the fund was deconsolidated.

21 Financial statements Exane Estimates used to prepare the financial statements The presentation of the Group s financial statements requires that management make estimates based on certain assumptions to determine income and expenses on the profit and loss account, to value assets and liabilities on the balance sheet and to produce the relevant accompanying notes. This task implies that management exercises its judgment and uses the information available at the time the financial statements are drawn up in order to make the required estimates. Final transaction gains and losses can obviously differ from the estimates provided by management and may have a significant impact on the financial statements. These estimates and judgments, which are constantly updated, are based on historical information and on other factors, in particular anticipating future events that are considered reasonable in the light of circumstances. Accounting estimates based on assumptions are principally used to value the following assets and liabilities: - fair value of financial instruments at fair value through profit and loss when they are not quoted on organised markets: the fair value of these instruments is determined using valuation techniques that include observable and non-observable parameters, - fair value of unlisted financial instruments at fair value through profit and loss when the fair value of these instruments is determined using valuation techniques including non-observable parameters. They are classified as Available-for-sale financial assets or Financial assets at fair value through profit and loss under assets or liabilities, - liabilities for retirement and other employee benefits: based on assumptions made by management with respect to the discount rate, staff turnover rate and likely increases in salary and social security costs Classification of parameters as observable and non-observable The classification of parameters as observable and non-observable must be approved by the Risk Management Department. The parameters are deemed observable if data from a source other than the Front Office is available, provided the source is reliable. The accuracy of the data is confirmed by Risk Management. Certain complex basket-style products, which can only be valued using parameters of correlation or volatility not directly comparable to market data, may be classified as non-observable. The maturity of some of these instruments also qualifies them for classification as non-observable. The Risk Management Department is in charge of validating the method for calculating these various non-observable parameters. Most of the instruments concerned are multi-underlying equity derivatives, currency products and commodities. As stated in the note on accounting principles, the margin at inception is only recognised in profit and loss where the valuation models used are based on market data that are considered observable.

22 Consolidated financial statements Exane Employee benefits Liabilities for retirement and other employee benefits are based on assumptions on discount rates, demographics, employee turnover, and likely increases in salary and social security costs Impairment of loans and receivables When there is an objective risk of non recovery, impairment is deducted from the book value Provisions The amount of provisions may be determined based on management estimates. 4. Risk exposure The Exane Group s activities are structured around three business segments: Cash Equity (Research, Brokerage and Proprietary Trading) Derivatives (Research, Brokerage and Proprietary Trading) Asset Management and Investment in internal (Seed Money) and external funds. These business lines expose the Group to different types of risk, as depicted in the following table: Business segment Market Credit / Settlement Operational Counterparty Equity Research X Equity Brokerage X X X Proprietary Equity Trading X X X Derivatives Research X Derivatives Brokerage X X Proprietary Derivatives Trading X X X Asset Management X X Seed Money X X X The Cash Equity segment carries market risks on account of its facilitation activity. Positions are rarely held for more than a day. The Proprietary Equity Trading business carries credit risks via the issuer s risk in respect of its equity positions. The Proprietary Derivatives Trading activity carries a large proportion of market risks and a significant part of the Group s credit/counterparty risk.

23 Financial statements Exane Risk management The Risk Management Department reports directly to the Group CEO. Its main tasks comprise: Market risk: defining and measuring risk indicators, fixing limits, monitoring overruns, managing overrun approval, validating pricing models, validating products and their description in the management system, validating valuation parameters. Counterparty risk: validating any entry into business relations with any new third party (principal, introducing broker, distributor, OTC counterparty, etc), assigning an internal rating, monitoring commitments and limits on a daily basis. Operational risk: identifying operational risks by mapping risk events, logging incidents, reporting operational risks, monitoring corrective actions Market risk Two market risk assessment procedures are carried out daily: a calculation of capital requirements according to the standard method defined in the banking regulations (Articles and 97-04) and, a calculation based on an internal stress scenario model called Internal Capital Allowance (ICA). Historical Value-at-Risk (VaR) is calculated on Proprietary Equity Trading positions. The ICA uses the worst-case scenario for each area studied, based on sudden changes, whether simultaneous or not, in interest rates and exchange rates, the price of underlying assets, volatility, credit, correlations and dividends. Added to these calculations is the risk of asset decorrelation. Exane has no exposure to the subprime market nor, more generally, to any securitisation vehicle. The Group s only credit derivatives positions are credit default swaps entered into for the purpose of hedging positions Proprietary Equity Trading The Proprietary Equity Trading segment is a Pair Trading activity in European equities with a significant proportion of French equities. Positions are grouped by style of trading: large companies, small and mid caps.

24 Consolidated financial statements Exane Proprietary Derivatives Trading The Proprietary Derivatives Trading activity comprises the following activities: equity and index options arbitrage, convertible bond arbitrage, management and trading of structured products. The purpose of these activities is to generate an arbitrage and origination margin while minimising the sensitivity of positions to market parameters using dynamic and proactive risk management. As a result, risk sensitivity remains low in relation to the overall profitability of these activities Seed Money Investment is made: mainly in alternative management funds managed by Exane AM. Seed Money is risk-monitored with all risk indicators directly calculated based on the assets making up the fund, and in some external funds Credit / counterparty risk Credit risk exists in all of the Group s positions in equity instruments and debt securities through issuer risk. These positions are subject to market risk limits. Counterparty risk is generated: in proprietary trading by OTC hedging transactions with banks, by OTC transactions with non-banking clients that have been specifically authorised by Risk Management, by swaps to hedge structured products which are issued by external institutions although arranged and underwritten by Exane; these transactions are entered into with highly rated financial organisations, by securities lending/borrowing related to proprietary trading or brokerage activities. Each position has a limit on the total exposure to issuer risk and counterparty risk. The Group has modified the process by which it calculates exposure to counterparty risk to align it with ICA principles Derivatives transactions The total amount of notional derivatives transactions was 60,535 million euros as at 31 December 2008, versus 60,774 million euros as at 31 December The notional amount of derivatives reflects only the Group s volume of activity on the financial instruments market, not the market risks related to these instruments. Positions on forward financial instruments are entered into for the purpose of hedging assets and liabilities and to manage the Group s investment portfolio. The breakdown by residual maturity is as follows:

25 Financial statements Exane /12/08 31/12/07 (in thousands of euros) Total 0 to 1 yr 1 to 5 yrs > 5 yrs Total 0 to 1 yr 1 to 5 yrs > 5 yrs Exchange-traded transactions 23,519,888 9,367,412 10,944,226 3,208,251 25,482,614 11,509,873 11,605,472 2,367,269 Organised markets 13,526,021 7,653,344 5,872,677 19,185,223 10,964,553 8,220,670 Interest rate instruments 12,638,922 6,778,824 5,860,098 18,406,404 10,187,716 8,218,687 - purchased 9,849,927 5,293,366 4,556,561 16,492,383 9,767,513 6,724,870 - sold 2,788,995 1,485,458 1,303,537 1,914, ,204 1,493,817 Equity and index instruments 828, ,963 10, , ,245 - purchased 100,172 94,872 5, , ,277 - sold 728, ,091 5, , ,967 Trading securities instruments 36,299 36,299 - purchased - sold 36,299 36,299 Forward currency instruments 3,002 1,020 1,983 - purchased 2, ,360 - sold Commodities 22,087 20,258 1,829 9,572 9,572 - purchased 16,974 15,145 1,829 6,427 6,427 - sold 5,113 5,113 3,145 3,145 Over-the-counter markets 9,993,867 1,714,068 5,071,548 3,208,251 6,297, ,320 3,384,802 2,367,269 Equity and index swaps 1,900, , , ,240 1,548, , , ,509 Trading securities instruments 2,265, ,839 1,475, ,441 1,975, ,098 1,231, ,492 Interest rate swaps 5,303, ,383 2,739,833 2,046,569 2,678,682 1,536,414 1,142,268 Currency swaps 516, ,127 19,839 16,142 1,359 14,784 Commodities 4,857 4,857 43,219 33,219 10,000 Forward currency instruments 1,568 1,568 34,976 34,976 - euros purchased ,457 17,457 - currency purchased euros sold currency sold ,462 17,462

26 Consolidated financial statements Exane 26 31/12/08 31/12/07 (in thousands of euros) Total 0 to 1 yr 1 to 5 yrs > 5 yrs Total 0 to 1 yr 1 to 5 yrs > 5 yrs Options 37,015,096 20,883,283 12,628,987 3,502,826 35,291,847 18,094,884 13,658,234 3,538,728 Organised markets 32,073,673 18,972,956 10,266,901 2,833,816 29,790,579 15,794,591 10,995,441 3,000,546 Index options 25,588,837 13,314,688 9,440,333 2,833,816 24,642,687 11,595,041 10,047,100 3,000,546 - purchased 13,750,726 6,253,703 5,441,727 2,055,296 13,588,146 6,063,144 5,428,055 2,096,946 - sold 11,838,111 7,060,985 3,998, ,520 11,054,541 5,531,896 4,619, ,600 Trading securities options 6,129,156 5,302, ,569 5,142,543 4,199, ,140 - purchased 3,248,149 2,748, ,647 2,599,889 1,976, ,277 - sold 2,881,007 2,554, ,921 2,542,654 2,222, ,863 Commodities options 355, ,680 - purchased 355, ,680 - sold Currency options 5, ,201 - purchased 5,201 5,201 - sold Over-the-counter markets 4,941,424 1,910,327 2,362, ,010 5,501,268 2,300,293 2,662, ,182 Credit default swaps 213,731 32, , ,313 70,813 53,000 5,500 - purchased 213,731 32, , ,313 70,813 53,000 5,500 - sold Index options 1,165, , , , , , , ,452 - purchased 694,152 76, , , ,918 72, , ,541 - sold 471,035 68, , , ,415 40,627 71, ,911 Interest rate options 40,000 40,000 - purchased - sold 40,000 40,000 Financial asset options 3,265,842 1,643,698 1,386, ,722 4,392,544 2,071,285 2,166, ,475 - purchased 1,911, , ,226 40,722 2,974,649 1,306,328 1,514, ,600 - sold 1,354, , , ,000 1,417, , , Commodities options 100, ,000 33,172 28,417 4,755 - purchased 50,000 50,000 33,172 28,417 4,755 - sold 50,000 50,000 Currency options 17,460 15,000 2,460 - purchased - sold 17,460 15,000 2,460 Forex options 156,664 89,191 67,473 73,445 30,300 43,145 - purchased 110,560 50,212 60,348 18,876 15,300 3,576 - sold 46,104 38,979 7,125 54,569 15,000 39,569 Total 60,534,985 30,250,695 23,573,213 6,711,077 60,774,461 29,604,757 25,263,706 5,905,997

27 Financial statements Exane Settlement risk Settlement risk comes from Group s Cash Equity and Derivatives businesses. The risk management processes for settlement risk were strengthened in Except in the primary market, the following now applies: a specific risk over one, two or three days for a given counterparty and a given security to be settled/delivered, a general risk over one, two or three days calculated on all of the transactions to be settled for a given third party. A limit is assigned in respect of the specific risk based on the internal credit rating of the third party and the Historic Volatility (HV) of the securities observed over three months. A limit is assigned in respect of the general risk based on the internal credit rating of the third party Operational risk Operational risk is monitored by the Risk Management Department. Working with Operational Risk Correspondants within each Group department, Risk Management ensures that steps have been taken to address risks in areas where they have been identified, that operational risk incidents have been reported in the appropriate database and that remedial action has been taken to correct recurring incidents. In 2008, the gross loss caused by operating risk incidents was not material and was lower than that recorded in Non-compliance risk Development of the Derivatives activity There was an increase in the Group s business relations in Europe, but also in Asia owing to the development of a new branch of Exane Derivatives in Singapore. As a result, a Compliance Officer has been assigned to the Singapore office. In addition, new business relationships with counterparties in regions that do not apply FATF-GAFI recommendations on money laundering, or in regions with no money laundering regulations, require extreme vigilance with respect to KYC (Know Your Customer) procedures. These procedures have therefore been made more stringent. MIF Directive In response to the MIF Directive, the Group has classified all of its clients as professional (with a few exceptions) and has informed them of its policies regarding order execution and conflicts of interest. To improve its handling of conflicts of interest (as defined by the MIF directive and the Market Abuse Directive) the Group has reinforced its Chinese Wall regarding investment research, proprietary trading and ECM (Equity Capital Market) business. Increased training has been part of this process. With regards to regulatory obligations for reporting of transactions, execution of trades involving marketable securities or derivatives on the principal markets (Euronext and Deutsche Börse) are reported directly by stockmarkets to the French stockmarket authority (Autorité des Marchés Financiers). IT developments are in progress for the other markets.

28 Consolidated financial statements Exane Valuation control The valuation policy, whether derivatives instruments are listed on an organised market or traded OTC, is validated by the Risk Management Department. Instruments valued using market quotation are: shares and similar (CFD, ADR, CI, etc.), trackers, funds, index, interest rate and commodities futures, listed options. Instruments valued using a model are: vanilla and exotic OTC options, structured issues (warrants, EMTN, etc.), interest rate swaps, performance swaps. For these instruments, the Risk Management Department particularly validates: valuation models, parameters used by these models. For certain exotic instruments, the models and parameters cannot be validated by market observations. In this case, in accordance with IFRS standards, the margin at inception is reserved and amortised to profit and loss. If market data and parameters subsequently become observable, the remaining deferred margin is recognised immediately in profit and loss Liquidity and financing risk Transactions on financial instruments expose the Group to liquidity risk insofar as they could require that Exane have sufficient funds available to honour the commitments arising on these instruments. The analysis of the Group s liquidity risk is based on management guidelines designed to address both normal and stressed market liquidity situations. The Group s liquidity situation is assessed using internal and regulatory ratios.

29 Financial statements Exane Notes to the balance sheet 5.1. Financial assets and liabilities at fair value through profit and loss Detail of financial assets at fair value through profit and loss 31/12/08 31/12/07 Trading Assets Total Trading Assets Total book designated book designated (in thousands of euros) at fair value at fair value Financial assets at fair value through profit and loss Negotiable debt securities , ,264 - Treasury bills , ,076 - Other negotiable debt securities ,188 19,188 Bonds 157, , , ,703 Equities and other variable income securities 812, ,230 1,515,203 1,515,203 UCITS 410,154 95, , ,602 62, ,231 Securities bought under repurchase agreements 65,866 65, , ,861 Derivative financial instruments 4,171,510 4,171,510 2,227,428 2,227,428 Total financial assets at fair value through profit and loss 5,617,641 95,717 5,713,360 5,621,060 62,629 5,683,690 Detail of financial liabilities at fair value through profit and loss 31/12/08 31/12/07 Trading Liabilities Total Trading Liabilities Total book designated book designated (in thousands of euros) at fair value at fair value Financial liabilities at fair value through profit and loss Securities sold short 385, ,201 1,017,671 1,017,671 Securities sold under repurchase agreements 65,866 65, , ,861 Debt securities issued 1,255,490 1,255,490 2,263,453 2,263,453 Derivative financial instruments 3,408,408 3,408,408 2,011,313 2,011,313 Total financial liabilities at fair value through profit and loss 3,859,475 1,255,490 5,114,965 3,430,845 2,263,453 5,694,299

30 Consolidated financial statements Exane 30 The breakdown of financial liabilities by residual maturity is as follows: Not Overnight Overnight 1 to 3 3 months 1 to 5 Over Total determined and demand (excluded) months to 1 year years 5 years (in thousands of euros) deposits to 1 month 31 December 2008 Financial instruments at fair value through profit and loss 1,353,951 58, ,267 1,218,088 1,660, ,228 5,114, December 2007 Financial instruments at fair value through profit and loss 3,430,848 28,857 63, ,006 1,402, ,961 5,694, Derivative financial instruments The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable and willing parties. As stated in note 2.3.2, the fair value of certain financial instruments is determined through valuation techniques not based on observable market data.

31 Financial statements Exane As at 31 December 2008, the fair value of assets and liabilities valued on the basis of observable and non-observable market data, is the following: 31/12/08 31/12/07 Quoted Fair value Fair value Total Quoted Fair value Fair value Total based on based on non- based on based on nonobservable observable observable observable (in thousands of euros) data data data data Financial assets at fair value through profit and loss 4,005,935 1,314, ,587 5,713,360 4,248,114 1,246, ,561 5,683,690 Negotiable debt securities , ,264 - Treasury bills , ,076 - Other negotiable debt securities ,188 19,188 Bonds 157, , , ,703 Equity and other variable income securities 812, ,230 1,515,203 1,515,203 UCITS 505, , , ,231 Securities sold under repurchase agreements 65,866 65, , ,861 Derivative financial instruments 2,464,087 1,314, ,587 4,171, ,852 1,246, ,561 2,227,428 Available-for-sale financial assets 25, ,091 41, ,908 Listed securities 25,091 25,091 41,908 41,908 - Equities UCITS 25,091 25,091 41,908 41,908 Total 4,031,026 1,314, ,587 5,738,450 4,290,021 1,246, ,561 5,725,598 Financial liabilities at fair value through profit and loss 2,800,841 1,708, ,795 5,114,965 2,426,273 2,387, ,649 5,694,298 Securities sold short 385, ,201 1,017,671 1,017,671 Securities sold under repurchase agreements 65,866 65, , ,861 Debt securities 243, , ,922 1,255,490 97,496 1,441, ,973 2,263,453 Derivative financial instruments 2,106,362 1,217,173 84,873 3,408, , , ,676 2,011,313 Total 2,800,841 1,708, ,795 5,114,965 2,426,273 2,387, ,649 5,694,298

32 Consolidated financial statements Exane 32 Measurement of the impact of taking into account day one gains (in thousands of euros) Deferred margin as at 31 December ,423 Impact of new transactions during the period 22,943 Effect of parameters or products that became observable during the period 12 Early terminations (12,276) Amortisation (7,714) Deferred margin as at 31 December , Available-for-sale financial assets (in thousands of euros) 31/12/08 31/12/07 Listed securities 25,091 41,908 - UCITS 25,091 41,908 Total 25,091 41,908 Unrealised gains and losses on available-for-sale financial assets (in thousands of euros) 31/12/08 31/12/07 Acquisition price of available-for-sale financial instruments 26,000 39,545 Reevaluation difference transferred to shareholders equity (909) 2,363 Net value of available-for-sale financial assets 25,091 41, Due from / to banks (in thousands of euros) 31/12/08 31/12/07 Deposits paid on securities borrowed 315, ,951 Current accounts 106, ,675 Interest on current accounts 1,731 2, 011 Overnight loans 84,895 7,636 Net book value 508,520 1,140,272

33 Financial statements Exane (in thousands of euros) 31/12/08 31/12/07 Deposits received on securities lent 253, ,935 Overnight borrowings 35, ,257 Forward transactions 15,000 15,000 Current accounts 29,867 Accrued interest 1,828 1,211 Net book value 306, ,269 The breakdown by residual maturity is as follows: Overnight Overnight 3 months 1 to 5 Over Total and demand (excluded) to 1 year years 5 years (in thousands of euros) deposits to 1 month 31 December 2008 Due to banks 35, ,555 15, , December 2007 Due to banks 292, ,952 18,258 15, , Current and deferred taxes assets and liabilities (in thousands of euros) 31/12/08 31/12/07 Current tax assets 50,011 41,688 Deferred tax assets 1 1,237 10,635 Total assets 61,248 52,324 Current tax liabilities 25,794 42,683 Deferred tax liabilities 814 Total liabilities 25,794 43,497

34 Consolidated financial statements Exane Accruals, prepayments and sundry assets and liabilities (in thousands of euros) 31/12/08 31/12/07 Prepayments, accruals and deferred income and miscellaneous assets Settlement accounts relating to market operations 151, ,702 Deposits and guarantees paid 266, ,445 Social and tax assets 21,401 18,808 Accrued income and prepaid expenses 13,972 42,590 Other prepayments, accruals and deferred income and miscellaneous assets 58,843 69,279 Net assets 512,358 1,238,825 Prepayments, accruals and deferred income and miscellaneous liabilities Settlement accounts relating to market operations 117, ,531 Deposits and guarantees received 529, ,177 Social and tax liabilities 160, ,500 Deferred income and accrued expenses 40,648 43,925 Other prepayments, accruals and deferred income and miscellaneous liabilities 48,980 61,488 Net liabilities 896,769 1,258, Investments in equity affiliates Since 31 December 2007, there have been no entities accounted for under the equity method.

35 Financial statements Exane Tangible and intangible fixed assets The Group does not own any land or buildings. As at 31 December 2008, fixed tangible assets included data processing equipment, telephone systems, furniture and miscellaneous fixtures and fittings. (in thousands of euros) 31/12/08 31/12/07 Gross Amortisation Net Net and provisions IT hardware 15,276 (9,779) 5,497 5,559 Fixtures, fittings, telephone systems 23,677 (13,817) 9,860 8,571 Total tangible fixed assets 38,953 (23,596) 15,357 14,129 Software 11,525 (4,537) 6,989 5,957 Other intangible fixed assets 2,087 (2,087) 0 77 Total intangible fixed assets 13,612 (6,624) 6,989 6, Provisions (in thousands of euros) 31/12/07 New provisions Write-backs 31/12/08 Employee retirement 1, (157) 1,104 Litigation and other risks 1, (873) 1,677 Total 2, (1,030) 2,781 An employee benefit reserve is recognised for a total of 1.1 million euros. The Exane Group calculates this commitment based on headcount at 31 December The assumptions used in this calculation are the following: - retirement age: 65, - discount rate: 4.55 %, - staff turnover rate: 10 % declining with time, - annual wage changes: 6 % maximum declining with time, - social security contributions: between 49.3 % and 62.1 %.

36 Consolidated financial statements Exane Debt securities in issue and subordinated debts (in thousands of euros) 31/12/08 31/12/07 Subordinated debt 160, ,000 Redeemable subordinated debt 110, ,000 Perpetual subordinated debt 50,000 50,000 Accrued interest 1,618 1,481 Total 161, ,481 The breakdown of the Group s subordinated debt by residual maturity is as follows: Overnight (excluded) 1 to 3 months 3 months to 1 to 5 years Over 5 years Total (in thousands of euros) to 1 month 1 year 31 December 2008 Subordinated debt 1,618 10, , , December 2007 Subordinated debt 1,481 5, , , Shareholders equity 31/12/07 Appropriation Conversion Changes in Other /12/08 of 2007 net adjustment fair value of income income and available-for- (in thousands of euros) dividend sales assets Capital 40,689 40,689 Consolidated reserves 233,087 26, (2,146) , income 109,862 (109,862) income 64,413 64,413 Total 383,638 (83,353) 798 (2,146) , ,450 Shareholders equity breaks down as follows at 31 December 2008: Number of shares 31/12/2008 % Capital Verner Investissements (1) 180, % Others 6 0 % Total 180, % (1) of which 56,780 preferential shares. Ordinary shares and preferential shares each have a par value of 170 euros.

37 Financial statements Exane Notes to the income statement 6.1. Interest income and expenses (in thousands of euros) 31/12/08 31/12/07 Current accounts 19,827 28,803 Deposits on securities bought under repurchase agreements 26,643 23,441 Other interests 385 Interest income 46,855 52,244 Current accounts Subordinated debts 9,682 6,921 Deposits on securities sold under repurchase agreements 62,273 48,590 Other interbank and cash transactions 8,287 10,110 Interest expenses 80,645 66, Net fee and commission income and expenses (in thousands of euros) 31/12/08 31/12/07 Securities transactions 206, ,808 Forward financial instruments 36,707 36,303 Primary market and other 10,827 19,852 Commissions (income) 253, ,963 Securities transactions 46,134 65,415 Forward financial instruments 6,838 4,473 Cash transactions 4,414 2,165 Commissions (expenses) 57,386 72,053

38 Consolidated financial statements Exane Net gains or losses on financial instruments at fair value through profit and loss (in thousands of euros) 31/12/08 31/12/07 Fixed and variable income securities 96, ,992 Financial instruments 117, ,001 Forex income 7,038 1,055 Net gains or losses on financial instruments at fair value through profit and loss 221, , Net gains or losses on available-for-sale financial assets (in thousands of euros) 31/12/08 31/12/07 Equities and other variable-revenue securities 984 3,864 Realised gains or losses 984 3,864 Net gains or losses on available-for-sale financial assets 984 3, Net income and expenses related to other activities Income from other activities primarily includes invoices to BNP Paribas for financial research General operating expenses General operating expenses include Personnel costs and Other operating expenses Personnel costs (in thousands of euros) 31/12/08 31/12/07 Salaries and incentive plans 157, ,305 Social security charges 49,439 52,848 Tax charges 8,929 12,409 Employee profit sharing 7,896 11,191 Total 223, ,753

39 Financial statements Exane The Group s average headcount evolved as follows: Personnel 31/12/08 31/12/07 Management grade Supervisory grade Employees Average headcount Given the small number of executive officers (see members of Executive Committee and Boards of Directors), any information on compensation of senior management would effectively result in disclosing individual compensation levels. Therefore, this information is not shown in the notes to the financial statements Other operating expenses (in thousands of euros) 31/12/08 31/12/07 Rent 23,821 20,441 Fees 7, ,166 Travel and entertainment 7,566 7,386 Sub-contracted IT services 6,258 6,500 Other taxes 4,925 2,864 Miscellaneous 25,617 26,234 Total 75,196 74, Amortisation and depreciation This item reflects amortisation and depreciation charges on tangible and intangible fixed assets in Credit and counterparty risk-related costs In 2008, the main impairment recognised under risk-related costs involved a receivable from Iceland s Kaupthing Bank, which was nationalised on 9 October As regards the failure of Lehman Brothers, the Exane Group secured compensation for its receivables on 19 December At 31 December 2008, the Exane Group had no remaining exposure to Lehman Brothers. The Exane Group has no exposure to the fraud perpetrated by Bernard Madoff.

40 Consolidated financial statements Exane Income tax The tax charge is as follows: (in thousands of euros) 31/12/08 31/12/07 Current tax charge 28,054 50,420 Deferred tax income/charge (1,012) (1,301) Total 27,042 49,119 The average corporate tax rates are % in France, % in the USA and % in the UK. In compliance with IFRS, the Group recognises deferred tax for any deductible timing differences between the carrying amount of an asset and a liability on the balance sheet and its tax. Deferred tax assets are recognised based on the probability that they will be recovered. The amount of deferred taxes changed as follows over the year: 31/12/08 31/12/07 Deferred tax impact (in thousands of euros) at 31/12/08 Employee profit sharing 2,719 3,853 (1,134) Retirement expense (27) Available-for-sale assets (313) 793 (1,106) Market valuation adjustments 4,023 4,780 (757) Social insurance tax (139) Tax loss of Exane SA 3,439 3,439 Other deferred tax assets Total 11,237 10,225 1,012 Exane SA, Exane Derivatives, Exane Finance, Exane Derivatives Gérance and Exane Options have each authorised Verner Investissements to be liable for corporate income tax, in keeping with the objective of establishing a single figure representing taxable income for the Group as expressed in Article 223 A of the French Tax Code (Code Général des Impôts). The increase in deferred tax assets results mainly from the tax loss of Exane SA that can be carried forward in accordance with the accounting policies described in note

41 Financial statements Exane Financing and guarantee commitments 7.1. Financing commitments Financing commitments result mainly from BNP Paribas for credit lines opened. As at 31 December 2008, these commitments stood at 1,980 million euros versus 1,917.1 million euros at 31 December Guarantee commitments Guarantee commitments given by the Group are primarily those from Exane Finance to cover the risk that certain Group funds could fail to meet their performance targets. As at 31 December 2008, these commitments came to million euros versus million euros at 31 December Business information 8.1. Presentation of business sectors and lines A business sector is a group of assets, transactions and results with a risk and profitability profile that makes it different from other sectors within the Group. The profitability should be different from other business sectors. A geographic sector is a group of assets, transactions and results related to the countries where operations are booked for accounting purposes. The Exane Group is structured around three main business lines: Cash Equity Under the Exane BNP Paribas brand, created in 2004 following the partnership agreement with BNP Paribas, Exane offers institutional investors a range of services including research, sales and execution on European equities. Equity Derivatives A leading player on the equity derivatives market, Exane Derivatives (a subsidiary of Exane) specialises in the creation of structured products and the brokerage of listed derivatives products. Exane Derivatives has a platform for the issuance of structured products. Exane Options, a subsidiary of Exane Derivatives, specialises in Sales Trading in Options. The Investment Business includes Asset Management and Proprietary Equity Trading as well as investment in internal (Seed Money) and external funds Exane is expanding its asset management business via its subsidiary Exane Asset Management, which is aimed at international institutional customers.

42 Consolidated financial statements Exane 42 The Proprietary Equity Trading business now covers all European securities and all forms of alternative equity management Breakdown of Net Banking Income by business line (in millions of euros) 31/12/08 31/12/07 Cash Equity Equity Derivatives Investment Business Other NBI Total

43 Financial statements Exane Breakdown of the balance sheet and NBI by geographical zone Exane Derivatives, Exane SA and Exane Limited have branches and sales offices in Switzerland, Italy, Germany and Singapore. As NBI and the balance sheet bottom line of these foreign establishments are not significant from the Group s point of view, they have not been presented separately in the different tables shown below Breakdown of the balance sheet The assets and liabilities of the consolidated balance sheet break down as follows: (in millions of euros) 31/12/08 31/12/07 France 6, ,020.8 Exane Derivatives 5, ,280.7 Exane SA 1, ,600.5 Exane AM Alpha Fund Pléiade Exane Derivatives Gérance 0.1 Exane Finance Pléiade Exane Options 7.2 UK Exane Limited USA Exane Incorporated Exane Options Incorporated 0.1 Total 6, ,177.3

44 Consolidated financial statements Exane Breakdown of NBI The contribution to Net Banking Income by the different Group entities is as follows: (in millions of euros) 31/12/08 31/12/07 France Exane Derivatives Exane SA Exane AM Alpha Fund (4.3) 2.1 Pléiade EDG 0.0 Pléiade Exane Finance (0.2) (0.3) Exane Options 27.5 UK Exane Limited USA Exane Incorporated Total Post balance sheet events There were no significant events following the balance sheet date.

45 Financial statements Exane Statutory auditors report on the consolidated financial statements Year ended December 31, 2008 This is a free translation into English of the statutory auditors report on the consolidated financial statements issued in the French language and is provided solely for the convenience of English speaking users. The Statutory Auditors report on the consolidated financial statements includes information specifically required by French law in all audit reports, whether modified or not. This information presents below the opinion on the consolidated financial statements and includes explanatory paragraphs discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. This report on the consolidated financial statements should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. In accordance with our appointment as statutory auditors at your Annual General Meeting, we hereby report to you for the year ended December 31, 2008 on: - the audit of the accompanying consolidated financial statements of Exane, - the justification of our assessments ; - the specific verification required by law. The consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements, based on our audit. I. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, using sample testing techniques or other selection methods, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2008 and of the results of its operations for the year then ended in accordance with the IFRSs as adopted by the European Union. II. Justification of our assessments The accounting estimates used in the presentation of the financial statements for the year ended December 31, 2008 were prepared in a context of heavy market volatility and uncertain economic outlooks. It is in this context and in accordance with Article L of the French Commercial Code (Code de commerce) relating to the justification of our assessments that we conducted our own assessments, which we bring to your attention:

46 Consolidated financial statements Exane 46 Accounting estimates As indicated in Note to the consolidated financial statements, your Company uses internal models to value its financial instruments which are not traded on active markets. Our procedures consisted in reviewing the control models used, assessing the data and assumptions used as well as taking into consideration the risks and results related to these instruments. As indicated in Note to the consolidated financial statements, provisions for impairment are recorded, on a caseby-case basis, for available-for-sale financial assets, mainly comprised of securities, when there exists an objective indication of impairment resulting from one or more events that have occurred since their acquisition. We have examined the monitoring and review procedures implemented in respect of these securities leading to the determination of the necessary level of impairment. These assessments were performed as part of our audit approach for the consolidated financial statements taken as a whole and contributed to the expression of the opinion in the first part of this report. III. Specific verification In accordance with the law, we have also verified the information given in the Group s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Courbevoie and Neuilly-sur-Seine, March 31, 2009 The Statutory Auditors MAZARS Pierre Sardet DELOITTE & ASSOCIES Pascal Pincemin

47 Financial statements Exane

48 Annual financial statements Exane SA 48

49 Financial statements Exane Annual financial statements Exane SA Balance sheet Exane SA 50 Income statement Exane SA 51 Off-balance sheet Exane SA 52 Notes to accounting documents 53 Statutory auditors report 68

50 Annual financial statements Exane SA 50 Balance sheet Exane SA Financial year ended 31 December 2008 Assets (in thousands of euros) Note 31/12/08 31/12/07 Cash, due from central banks Due from banks ,070 1,357,133 Customer transactions 3.2 1,067, ,487 Shares and other variable-income securities ,074 1,005,139 Trading and settlement accounts 98, ,155 Investments in affiliates , ,590 Tangible fixed assets ,196 11,224 Intangible fixed assets 3.5 6,660 5,694 Other assets , ,225 Prepayments, accruals and deferred income ,096 52,033 Total assets 2,734,024 3,987,704 Liabilities (in thousands of euros) Note 31/12/08 31/12/07 Due to banks ,145 1,116,385 Customer transactions ,903 93,675 Debt securities ,725 1,043,942 Trading and settlement accounts 1,308,338 1,134,070 Other liabilities , ,753 Prepayments, accruals and deferred income ,301 78,057 Subordinated debt 160, ,481 Provisions 3.8 1,961 1,945 General banking risks 32,163 32,163 Shareholders equity , ,232 Capital 30,692 30,692 Reserves 114, ,185 Retained earnings 1 21,811 Income 43,424 61,544 Total liabilities 2,734,024 3,987,704

51 Income statement Exane SA Financial year ended 31 December 2008 Financial statements Exane (in thousands of euros) Note 31/12/08 31/12/07 Interest and similar income ,994 81,733 Interest and similar expenses 5.1 (88,852) (75,356) Income from variable-revenue securities ,807 3,782 Fee and commission income , ,432 Fee and commission expenses 5.3 (30,599) (27,434) Gains or losses on trading book 5.4 2,043 17,082 Gains or losses on available-for-sale portfolio (589) 11,753 Other banking income ,050 54,058 Other banking expenses 5.5 (13,574) (16,948) Net banking income 164, ,104 General operating expenses 5.6 (115,055) (140,685) Amortisation and depreciation of tangible and intangible assets (5,614) (4,400) Gross operating income 44,190 67,018 Credit and counterparty risk-related costs Operating income 44,193 67,416 Gains or losses on fixed assets (478) 15,904 Pre-tax income 43,715 83,320 Exceptional items Income tax (291) (21,775) General banking reserves allocation Net income 43,424 61,544

52 Annual financial statements Exane SA 52 Off-balance sheet Exane SA Financial year ended 31 December 2008 (in thousands of euros) Note 31/12/08 31/12/07 Commitments given Loan commitments Guarantee commitments 4.1 4,690,520 8,013,771 Securities commitments Commitments received Loan commitments 4.2 2,236,927 1,917,128 Guarantee commitments ,238 Securities commitments ,

53 Financial statements Exane Notes to accounting documents Financial year ended 31 December The Company Exane SA is a leading financial services firm licensed by the Comité des Etablissements de Crédit et des Entreprises d Investissement of the Banking Commission, the French supervisory authority for credit institutions and investment firms. Exane SA offers institutional investors a range of services including research, distribution and execution on European equities, in accordance with Book III of the General Regulations of the Autorité des Marchés Financiers, the French financial markets regulatory body. 2. Accounting principles The financial statements have been prepared in accordance with Regulation of the Comité de la Réglementation Bancaire et Financière (CRBF, the banking and financial regulation committee), which regulates the preparation and publication of financial statements of investment companies other than asset managers. They are supplemented by the requirements of rule of the Comité de la Réglementation Comptable pertaining to the financial statements of investment companies Amounts due from / to banks This item covers: - balances on accounts with French and foreign correspondent institutions (credit and financial institutions, stockbrokers, custodians) stemming from cash movements on overnight securities and cash loans and borrowings, and, - receivables representing the value of securities borrowed against cash Transactions on securities and other forward financial instruments Transactions on securities Trading securities Equity securities and fixed-income securities (including shares and UCITS) in the trading portfolio are marked-tomarket at period end and carried: - at the last known quoted price for securities traded on an active and liquid market at the balance sheet date, or, - in the absence of such a market, at a price determined using a valuation model determined by the Risk Management Department (see also note 2.2.3). Changes in value are recorded in profit and loss.

54 Annual financial statements Exane SA 54 Temporary purchases and sales of securities - Borrowed securities when collateralised by other securities are recorded on the balance sheet as Shares and other variable-income securities. The corresponding debt is recorded as a liability under Liabilities on securities borrowings. These two sub-accounts for the trading portfolio are marked-to-market. - Securities borrowed and secured by cash collateral are entered as Deposits paid or received on securities lent/borrowed. They are not valued at fair value at period end. Available-for-sale securities Available-for-sale securities are recorded at acquisition cost. A depreciation is booked if the market price falls below book value. Investments in equity affiliates These mainly comprise participating interests in issuing companies in which Exane SA exerts a significant influence. They are posted at acquisition cost Other financial instruments Optional transactions on forward financial instruments Organised markets: Call or put premiums on options on organised markets are booked separately in assets and liabilities on the balance sheet. On each balance sheet date, these instruments are measured at the last quoted price published by exchanges or by brokers. Changes are booked in profit and loss. To cancel out the profit and loss impact of unexplained price discrepancies that may occur at market close, the difference between the last quoted price and the theoretical price of the instrument, calculated using an internal model and uniform market parameters for all transactions, is recorded as an unrealised gain or loss. The Group s Risk Management Department formally approves this price. Over-the-counter markets: Premiums on OTC options are recognised separately in assets and liabilities on the balance sheet. Changes in the value of the options are recorded directly in profit and loss. Financial instruments are priced using internal models in the absence of organised markets. The Group s Risk Management Department formally approves this price. Credit default swaps: these credit derivatives are marked-to-market and changes in value are posted in profit and loss. Exchange-traded transactions on forward financial instruments Organised markets: Positive and negative margins are recognised in profit and loss. To cancel out the profit and loss impact of unexplained price discrepancies that may occur at market close, the difference between the last quoted price and the theoretical price of the instrument, calculated using an internal model and uniform market parameters for all transactions, is recorded as an unrealised gain or loss. The Group s Risk Management Department formally approves this price.

55 Financial statements Exane Over-the-counter markets Financial instruments are priced based on an internal model in the absence of an organised market. At each balance sheet date, the fair value is based on estimated prices calculated by the Front Office and approved by the Risk Management Department and the Middle Office. Index, equity baskets and commodities swaps: part of structured products, these swaps enable a replication of the performance of an index, an equity or a basket of equities and are placed with clients by Exane, although they are mainly issued by third parties. Interest rate swaps: trading swaps are recorded in accordance with Regulation CRB Valuation policy and control The valuation policy, whether derivatives instruments are listed on an organised market or traded OTC, is validated by the Risk Management Department. Instruments valued using market quotation are mainly shares and similar, trackers, funds, index, interest rate and commodities futures and listed options. Instruments valued using a model are mainly vanilla and exotic OTC options, structured issues (warrants, EMTN, etc.), interest rate swaps and performance swaps. For these instruments, the Risk Management Department particularly validates the valuation models and parameters used by these models. The Risk Management Department reports directly to the Group CEO. Its main tasks comprise: Market risk: defining and measuring risk indicators, fixing limits, monitoring overruns, managing overrun approval, validating pricing models, products and their description in the management system, validating valuation parameters. Counterparty risk: validating any entry into business relations with any new third party (principal, introducing broker, distributor, OTC counterparty, etc), assigning an internal rating, monitoring commitments and limits on a daily basis. Operational risk: identifying operational risks by mapping risk events, logging incidents, reporting operational risks, monitoring corrective actions.

56 Annual financial statements Exane SA Trading and settlement accounts Accounts payable and receivable on cash equity market transactions are primarily composed of trading and settlement accounts that record, in euros and at the acquisition price, securities transactions on behalf of brokers, financial institutions or banks, for which the settlement remains outstanding. Purchase and sale accounts used to record euro-denominated transactions with the same counterparty, as well as current accounts, are offset. Purchase and sale accounts used to record foreign currency-denominated transactions with the same counterparty are offset separately. These accounts are also used to record outstanding coupon/dividend payments with the same counterparties Investments in affiliates This item records shares and other variable-revenue securities issued by affiliated companies. Securities are recorded at acquisition cost. At period end, an impairment may be applied if the value in use is lower than the cost. Investments in foreign currencies are converted into euros at the historical exchange rate Fixed assets New acquisitions are depreciated based on their actual economic life within the Company. Accelerated amortisation is no longer applied to fixed tangible assets. At 31 December 2008, the amortisation method by type of fixed asset is the following: Type of fixed assets Depreciation method and period Software IT hardware Telephone systems Office equipment Fixtures and fittings Straightline 3 years Straightline 3 years Straightline 5 years Straightline 8 years Straightline 8 years 2.6. Recording of income and expenses Income and expenses are recorded when they originate.

57 Financial statements Exane Off-balance sheet Exane s commitments are recorded off-balance sheet at commitment value. Off-balance sheet entries reflect rights and obligations that may have an impact on the amount or substance of net assets. Off-balance sheet commitments comprise commitments given and received, and correspond to: financial commitments given to or received from credit institutions or clients, guarantee commitments comprising sureties, endorsements and other guarantees requested by credit institutions or clients or received from credit institutions, securities commitments which mainly comprise securities to be received and/or to be delivered. Financial instrument commitments are measured at market value, determined on the basis of: options on forward financial instruments: off-balance sheet commitments are marked-to-market based on the option s strike price or on the notional value of credit default swaps, exchange-traded transactions on forward financial instruments: the notional amount of commitments is booked off-balance sheet for futures and swaps. 3. Notes to the balance sheet 3.1. Due from / to banks (in thousands of euros) 31/12/08 31/12/07 Deposits paid on securities borrowed 547,917 1,032,410 Current accounts 74, ,087 Overnight transactions 84,895 7,636 Total assets 707,070 1,357,133 Deposits received on securities lent 513, ,219 Overnight transactions 35, ,257 Term loans 15,000 15,000 Current accounts 2,990 26,909 Total liabilities 567,145 1,116,385 The maturity of term loans and other assets and liabilities is less than one year.

58 Annual financial statements Exane SA Customer transactions (in thousands of euros) 31/12/08 31/12/07 Accounts receivables 1,067, ,487 Total assets 1,067, ,487 Accounts payables 56,903 93,675 Total liabilities 56,903 93,675 Customer transactions correspond to current accounts opened between Exane SA and the Group s various subsidiaries. Debts and receivables are for less than one year Shares and other variable-income securities / debt securities (in thousands of euros) 31/12/08 31/12/07 Trading portfolio (1) 18, ,175 Securities bought under repurchase agreements (2) 65, ,042 Available-for-sale financial assets (3) 107,800 93,923 Total assets 192,074 1,005,139 Secondary market trading (4) 273, ,900 Liabilities on securities borrowed (2) 65, ,042 Total liabilities 339,725 1,043,942 (1) This portfolio comprises securities held for trading at mark-to-market value net of adjustments. (2) Borrowed securities are recorded as assets under Shares and other variable-income securities. Liabilities are recorded on the balance sheet under Liabilities on securities lent/borrowed. These two sub-accounts for the trading portfolio are marked-to-market. (3) This portfolio comprises available-for-sale securities and shares held by Exane SA in non-consolidated Exane AM funds. Based on an acquisition value of 110,372 thousand euros and mark-to-market changes as at 31 December 2008, these securities generated an unrealised loss of 2,571 thousand euros (accounted) and an unrealised gain of 13,094 thousand euros (not accounted). (4) At 31 December 2008 this item comprised 258,218 thousand euros of medium-term negotiable warrants (BMTN) issued by Exane SA.

59 Financial statements Exane Investments in affiliates (in thousands of euros) 31/12/07 Acquisition / Disposals Reclassification 31/12/08 creation Wholly-owned French subsidiaries Exane Finance 2,512 2,512 Exane Derivatives Gérance (formerly FCB) Exane Derivatives 15,037 4,000 19,037 Exane Options (1) 37 3,963 (4,000) 0 French subsidiaries held at between 50 % and 100 % Exane Asset Management 4,879 4,879 Wholly-owned foreign subsidiaries 100 % Exane Limited 3,184 3,184 Exane Incorporated 4,224 4,224 Holdings in funds managed by Exane AM Exane Investors Alpha Fund 28,980 28,980 Pléiade 2 (2) 20,100 (108) 19,992 Pléiade 8 (2) 30,602 (30,602) Total assets 109,590 7,962 (4,108) (30,602) 82,842 (1) Exane Options was created by Exane SA in 2007 to house its Options Sales Trading business as of 2 May Exane Options subsequently transferred to Exane Derivatives. (2) Exane SA s holding in Exane Pléiade 8 fund fell below 50 % in Consequently, the fund was deconsolidated and reclassified to the available-for-sale portfolio.

60 Annual financial statements Exane SA Tangible and intangible fixed assets (in thousands of euros) 31/12/08 31/12/07 Gross value Amortisation Net value Net value and provisions IT hardware 12,883 (8,627) 4,256 4,968 Furniture, fixtures and fittings, telephone systems 19,177 (11,237) 7,940 6,256 Total tangible fixed assets 32,060 (19,864) 12,196 11,224 Software 12,844 (6,184) 6,660 5,617 Other intangible fixed assets 100 (100) 0 77 Total intangible fixed assets 12,944 (6,284) 6,660 5,694 Total tangible and intangible fixed assets 45,004 (26,148) 18,856 16, Other assets and liabilities (in thousands of euros) 31/12/08 31/12/07 Financial options purchased (1) 258, ,230 Collaterals 200, ,791 Tax assets 42,992 41,587 Deposits and guarantees 13,007 10,167 Commissions receivable (2) 10,794 7,775 Other assets 19,135 21,675 Total assets 545, ,225 Social liabilities 47,053 67,910 Tax liabilities 1,553 23,848 Suppliers 4,512 5,489 Deposits and guarantees 3,056 3,008 Other liabilities 5,536 1,160 Financial options sold Collaterals 1, Total liabilities 63, ,753 (1) This item comprises OTC option premiums to hedge structured products which are issued by external institutions, but arranged and underwritten by Exane. (2) Commissions receivable comprise commissions outstanding on primary market transactions.

61 Financial statements Exane Prepayments, accruals and deferred income (in thousands of euros) 31/12/08 31/12/07 Miscellaneous / adjustment accounts 17,597 34,182 Accrued income 3,369 17,163 Pre-paid expenses 1, Total assets 22,096 52,033 Miscellaneous / adjustment accounts 7,635 70,934 Accrued liabilities 8,667 7,123 Total liabilities 16,301 78,057 Adjustment accounts correspond mainly to market transactions currently being settled Provisions 31/12/07 Exane New Write-backs 31/12/08 (in thousands of euros) Options provisions Employee retirement 892 (21) (141) 730 Litigation and other risks 1, (342) 1,231 Total 1,945 (21) 520 (483) 1,961 The end-of-career employee commitment is the best estimate of the present actuarial value at 31 December At each balance sheet date, the commitments are stated based on a set of actuarial, financial and demographic assumptions. Under this method, each year, a charge corresponding to the employees vested benefits is booked. Exane SA has calculated its commitment based on headcount at 31 December The assumptions used in this calculation are the following: - retirement age: 65, - discount rate: 4.55 %, - average rate of increase in salary: 6 % maximum, declining in time to 0 %, - staff turnover rate: 10 %, declining in time, - employment charges: 55.3 %.

62 Annual financial statements Exane SA Shareholders equity (in thousands of euros) 31/12/07 Appropriation 2008 income 31/12/08 of 2007 income and dividend Capital 30,692 30,692 Share premium 9,996 9,996 Regulated reserves 3,069 3,069 Discretionary reserves 101, ,120 Retained earnings 21,811 (21,810) net income 61,544 (61,544) net income 43,424 43,424 Total 228,232 (83,354) 43, ,302 Shareholders equity breaks down as follows at 31 December 2008: Number of shares 31/12/2008 % Capital Verner Investissements (1) 180, % Other 6 0 % Total 180, % (1) of which 56,780 preference shares. Ordinary shares and preferential shares each have a par value of 170 euros. 4. Notes to the off-balance sheet 4.1. Guarantee commitments Exane SA has granted Exane Finance a performance guarantee to cover the commitments to shareholders as part of its issuance activity. This guarantee amounted to 4,691 million euros at 31 December Loan commitments This item mainly comprises loan commitments received from BNP Paribas for credit lines opened Securities commitments This item comprises commitments on securities received from interbank counterparties relating to the securities lending/borrowing activities.

63 Financial statements Exane Commitments on forward instruments The notional amount of derivatives reflects only Exane SA s volume of activity on the financial instruments market, not the market risks related to these instruments. Positions on forward financial instruments are entered into for the purpose of hedging assets and liabilities and to manage Exane s investment portfolio. The breakdown by residual maturity is as follows: 31/12/08 31/12/07 (in thousands of euros) Total 0 to 1 yr 1 to 5 yrs > 5 yrs Total 0 to 1 yr 1 to 5 yrs > 5 yrs Exchange-traded transactions 3,267 3,267 36,925 36,925 Organised markets 1,700 1,700 34,304 34,304 Equity and index instruments 1,700 1,700 34,304 34,304 - purchased 2,321 2,321 - sold 1,700 1,700 31,983 31,983 Over-the-counter markets 1,568 1,568 2,621 2,621 Currency instruments 1,568 1,568 2,621 2,621 - euros purchased ,280 1,280 - currency purchased euros sold currency sold ,284 1,284 Options 281,920 51, ,238 80, , ,000 Organised markets 1,682 1,682 Trading securities options 1,682 1,682 - purchased sold 1,350 1,350 Over-the-counter markets 280,238 50, ,238 80, , ,000 Index options 58,844 58,844 - purchased 58,844 58,844 - sold Trading securities options 221,394 50,000 91,394 80, , ,000 - purchased 221,394 50,000 91,394 80, , ,000 - sold Total 285,188 54, ,238 80, ,925 36, ,000

64 Annual financial statements Exane SA Risk management Two market risk assessment procedures are carried out daily: a calculation of capital requirements according to the standard method defined in the banking regulations (Articles and 97-04) and, a calculation based on an internal stress scenario model called Internal Capital Allowance (ICA). Historical Value-at-Risk (VaR) is calculated on Proprietary Equity Trading positions. The ICA uses the worst-case scenario for each area studied, based on sudden changes, whether simultaneous or not, in interest rates and exchange rates, the price of underlying assets, volatility, credit, correlations and dividends. Added to these calculations is the risk of asset decorrelation. Exane has no exposure to the subprime market nor, more generally, to any securitisation vehicle. The Group s only credit derivatives positions are credit default swaps entered into for the purpose of hedging positions. Credit risk exists in all of the Exane s positions in equity instruments and debt securities through issuer risk. These positions are subject to market risks limits. Counterparty risk is generated: in proprietary trading by OTC hedging transactions with banks, by OTC transactions with non-banking clients that have been specifically authorised by Risk Management, by swaps to hedge structured products which are issued by external institutions although arranged and underwritten by Exane; these transactions are entered into with highly rated financial organisations, by securities lending/borrowing related to proprietary trading or brokerage activities. Each position has a limit on the total exposure to issuer risk and counterparty risk. The Group has modified the process by which it calculates exposure to counterparty risk to align it with ICA principles. All exposures and their monitoring procedures are controlled by the French Banking Commission. 5. Notes to the income statement 5.1. Interest and similar income and expenses (in thousands of euros) 31/12/08 31/12/07 Deposits on securities sold under purchase agreements 63,242 55,515 Current accounts 22,752 26,218 Total income 85,994 81,733 Deposits on securities bought under repurchase agreements 66,941 55,613 Subordinated debts 9,681 7,011 Interbank debts 6,959 7,325 Current accounts 3,942 3,631 Other interbank transactions 1,328 1,775 Total expenses 88,852 75,356

65 Financial statements Exane Income from variable-revenue securities This income comprises mainly dividends received in 2008 from subsidiaries: Exane Derivatives (25,909 thousand euros), Exane Limited (15,000 thousand euros), Exane Asset Management (2,625 thousand euros) and Exane Incorporated (5,273 thousand euros) Commission income and expenses (in thousands of euros) 31/12/08 31/12/07 Securities transactions 96, ,806 Forward financial instruments (1) ,773 Primary market 10,827 19,852 Total income 107, ,432 Securities transactions 27,432 23,995 Interbank transactions 2,737 3,057 Forward financial instruments Total expenses 30,599 27,434 (1) In 2007, commissions on forward financial instruments included Option Sales Trading commissions. This Option Sales Trading activity was transferred to Exane Options in 2008 with effect as of 1 January Gains or losses on trading book This item includes gains and losses on: trading securities, forward financial instruments, foreign exchange instruments Other banking income and expenses Other banking income mainly comprises: research invoices to BNP Paribas for financial research amounting to 13.9 million euros at 31 December 2008 (18.6 million euros at the end of 2007), intragroup invoices within the Exane Group, including execution fees and clearing custody for 22.8 million euros, of which 3.7 million euros of market fees invoiced to Exane Derivatives and 4.5 million euros as remuneration for facilitation services. Other banking expenses mainly comprise research services invoices by Exane Limited to Exane SA (7.7 million euros at 31 December 2008 versus 15.5 million euros at the end of 2007).

66 Annual financial statements Exane SA General operating charges Personnel costs This item comprises: (in thousands of euros) 31/12/08 31/12/07 Personnel costs 57,508 71,509 Pension commitments (141) 62 Litigation (442) Payroll charges 22,718 22,568 Employee profit sharing 4,804 7,421 Discretionary employee profit share 3,843 3,891 Total 88, ,451 Average headcount changed as follows: Number of staff 31/12/08 31/12/07 Management grade Supervisory grade Employees Total The change in the average headcount mainly reflected the transfer of the Options Sales Trading activity to the subsidiary Exane Options Other operating expenses (in thousands of euros) 31/12/08 31/12/07 Rent 17,818 15,153 Sub-contracted IT services 3,304 4,462 Fees 4,040 6,890 Travel and entertainment 2,887 3,722 Other taxes 4,545 7,433 Intragroup invoices (24,074) (21,352) Other expenses 18,244 18,926 Total 26,764 35,234

67 Financial statements Exane Cash-flow statement (in thousands of euros) 31/12/08 31/12/07 Operating activities Pre-tax income 43,715 83,320 Total non-cash items included in pre-tax income and other adjustments 6,028 4,003 Amortisation and depreciation of tangible and intangible assets 5,614 4,400 Impairment of goodwill and other non-current assets 0 0 Provisions 414 (397) Share of net income of affiliates 0 0 Net gains or losses on investing activities 0 0 Net gains or losses on financing activities 0 0 Other movements 0 0 Net increase or decrease in assets and liabilities used by operating activities (95,504) 34,030 Change in interbank items / customer items 60, ,467 Change in financial assets and liabilities (149,412) (85,111) Change in non-financial assets and liabilities (6,304) (35,327) Total net cash provided / used by operating activities (45,760) 121,352 Investment activities Change in equity investments 26,748 60,642 Change in tangible and intangible fixed assets (1,939) (4,472) Total net cash provided / used by investing activities 24,810 56,170 Financing activities Cash received from / paid to shareholders (83,353) (65,498) Other cash provided / used by financing activities 3,519 50,520 Total net cash provided / used by financing activities (79,834) (14,978) Effect of exchange rate changes on cash and cash equivalents 0 0 Net increase or decrease in cash and cash equivalents (100,785) 162,544 Cash and cash equivalents at the beginning of the period Cash and central banks (assets and liabilities) Interbank balance (assets and liabilities) 240,747 78,202 Cash and cash equivalents at the end of the period Cash and central banks (assets and liabilities) Interbank balance (assets and liabilities) 139, ,747 Net increase or decrease in cash and cash equivalents (100,785) 162,544

68 Annual financial statements Exane SA 68 Statutory auditors report on the financial statements Year ended December 31, 2008 This is a free translation into English of the Statutory Auditors report on the financial statements issued in French and is provided solely for the convenience of English speaking users. The Statutory Auditors report on the financial statements includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. In accordance with our appointment as statutory auditors at your Annual General Meeting, we hereby report to you for the year ended December 31, 2008 on: - the audit of the accompanying financial statements of Exane SA, - the justification of our assessments ; - the specific verifications and disclosures required by law. The financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements, based on our audit. I. Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, using sample testing techniques or other selection methods, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2008 and of the results of its operations for the year then ended in accordance with accounting principles generally accepted in France. II. Justification of our assessments The accounting estimates used in the presentation of the financial statements for the year ended December 31, 2008 were prepared in a context of heavy market volatility and uncertain economic outlooks. It is in this context and in accordance with Article L of the French Commercial Code (Code de commerce) relating to the justification of our assessments that we conducted our own assessments, which we bring to your attention:

69 Financial statements Exane Impairment of investment securities and shares in affiliated entities - As indicated in Note to the financial statements, the Company determines whether it is necessary to record provisions for impairment with respect to its investments securities depending on their market value, - As indicated in Note 2.4 to the financial statements, the Company determines whether it is necessary to record provisions for impairment with respect to shares and other variable-yield investments held in affiliated entities depending on the changes in the share held in the accounting net assets or the value in use. As part of our assessment of these estimates, we have examined the monitoring and review procedures implemented in respect of these investment securities and other variable-yield investments held in affiliated entities leading to the determination of the necessary level of impairment. These assessments were performed as part of our audit approach for the financial statements taken as a whole and contributed to the expression of the opinion in the first part of this report. III. Specific verifications and disclosures We have also performed the specific verifications provided for by law. We have no matters to report regarding the fair presentation and consistency with the financial statements of the information given in the management report of the Board of Directors and the documents addressed to the shareholders in respect of the financial position and the financial statements. Courbevoie and Neuilly-sur-Seine, March 31, 2009 The Statutory Auditors MAZARS Pierre Sardet DELOITTE & ASSOCIES Pascal Pincemin

70 Annual financial statements Exane SA 70

71 Advice, creation and conception :

72 EXANE SA 16, Avenue Matignon PARIS Tel.: + 33 (0) Fax: + 33 (0)