2011 EBI SA Annual Report

Transcription

EBI SA Ecobank Group
Annual Report
2
EBI SA Annual Report 2011
Content
4 Chairman’s statement
Financial statement
5 Company information
17 Balance sheet as at 31 December 2011
6 Board of Directors’ report to the Annual General Meeting
19 Income statement for the year ended 31 December 2011
13 Statutory Auditor’s report on the financial statements
20 Notes to the financial statements
14 Statutory Auditor’s special report on related-party agreements and commitments
37 Country Heads
36 Five year financial summary
38 The Ecobank network
38 Holding Company and Subsidiaries
3
Chairman’s statement
The growth of our business has been confirmed during
2011, supported by our trade flows with Ecobank Group
African affiliates benefitting from a vibrant economic
environment in the continent.
The countries where Ecobank is present have experienced
a robust economic growth during 2011, this constitutes a
good performance in a worldwide context affected by the
eurozone debt crisis, the significant challenges on capital
faced by global banks involved in trade finance, a flight
of cash holdings to safe havens and the debt reduction in
the financial sector.
In 2011, real GDP growth across sub-Sahara Africa expanded on average 5.1 %, which is a good result given
the ongoing weakness in developped economies. Growth
was supported by strong commodity prices and robust
agricultural production despite the drought in East and
Southern Africa. Manufacturing and Industry continued to
experience difficulties stemming from poor infrastructure
and insufficient power. By contrast, services continued to
perform well due to strong demand for telecommunications, financial and trade related services.
The oil-producing countries in which Ecobank operates,
i.e., Nigeria, Gabon, Democratic Republic of Congo, Cameroon, Côte d’Ivoire and Ghana recorded a strong growth
driven by high oil output and prices.
At a regional level, GDP growth in Nigeria in 2011 was a
solid 7% despite a slowdown in demand. Economic activity in Francophone West Africa (UEMOA) improved across
this region despite political unrest in Cote d’Ivoire early in
the year. Growth in the rest of West Africa (i.e., excluding
UEMOA and Nigeria) was reasonably strong, at around 5
% in real terms as well as Southern Africa (SADC) which
was 6%. Real growth in East Africa (EAC) was led in 2011
by Rwanda, closely followed by Tanzania and Uganda,
which both expanded by nearly 7%. However, real GDP
growth in Central Africa (CEMAC) was mixed in 2011.
In the course of the financial year 2011, EBI SA has executed its strategy and its business model which were
proven right. EBI SA continues its development as a recognised actor in financing international trade, providing cash
management with the Continent and foreign exchange
hedging with more than 24 African currencies.
In response to the growth of its activities, EBI SA has
pursued the strengthening of its human and financial re-
4
sources. The headcount increased to 28 employees and
executives with an emphasis on reinforcing finance, IT,
control and audit functions. Consistently with an international development, EBI SA opened a representative office
in London (UK) in February 2011. This will enable EBI SA to
increase its distribution capacity towards financial institutions more akin to taking African risk.
In addition, our main shareholder, Ecobank Transnational
Incorporated (ETI), agreed to increase its equity stake
in December 2011 to 50,000,000 Euros. The continuous
growth of our total balance sheet which amounts to €
259 Million at year-end only after two and half years
of operations demonstrates the appropriateness of our
business model. This model is based on providing trade
finance, cash management and foreign currency services
to institutional clients engaged in international trade with
Africa.
The outlook for 2012 remains very promising. First, the
performance of countries covered by Ecobank group is
expected to improve supported by robust commodity
prices and agricultural production. GDP growth of non-oil
producing countries in which Ecobank operates should
also increase considering the increase of the investment
budgets for large infrastructure projects. The improvement
of the budget balance in certain countries should also
facilitate debt reduction and engagement of additional
expenses. GDP growth -the oil sector excluded- should
be led primarily by the service sector, the manufacturing
sector remains facing multiple challenges, particularly in
terms of power and infrastructure. Our Company should
continue to capture a large volume of transactions related
to trade finance and treasury activities coming from the
group affiliates in Africa.
Finally, the expansion of the product range offered by our
treasury department together with a widespread recognition of our service quality by international clients will
support the increase of the total balance sheet and revenues. Therefore, we remain very optimistic in EBI SA’s
ability to consolidate its ongoing strong growth in 2012.
Chairman
Christophe Jocktane-Lawson
Company information
Profile
EBI SA is a financial institution who provides international financial services to multinational companies, commodity
traders, exporters and importers, non-government organisations and financial institutions involved in business activities
with Africa and the rest of the world. EBI SA’s product offering is the following:
- International trade finance (documentary credit confirmations et issuance of bills) ;
- Provide guarantee and other commitments ;
- Management of a central treasury activity on behalf for Ecobank Group (FX, Money Market) ;
- International financial transfers.
Our Company is involved in promoting trade and investments between Europe, Africa and the rest of the world through
the Ecobank Network composed of entities set-up in more than 30 african countries.
Board of Directors
Monsieur Christophe Jocktane-Lawson
Chairman of the Board of Directors
Madame Laurence Do Rego
Director
Monsieur Albert Essien
Director
Monsieur Kassi Ehouman
Director
Monsieur Abdoulaziz Dia
Director
Executive Management Team
Monsieur Christophe Bourland
Managing Director
Monsieur Fayçal Ammour
Chief Financial Officer
Madame Hortense de La Rochefoucauld
Audit and compliance Officer
Monsieur Paul Brunet
Head of Trade Finance Services & Cash Management Sales
Monsieur Pierre Bayanack Human Resource Officer
Shareholders
EBI SA is 99,99 % owned by Ecobank Transnational Inc. (ETI). ETI is represented by Mr Christophe Jocktane- Lawson.
Representative office
EBI SA opened a representative office in London (UK) in February 2011. The purpose is to promote business between the
United Kingdom and anglophone african countries, for which London financial place is an obvious partner.
Statutory Auditors
PricewaterhouseCoopers Audit
63, rue de Villiers 92208 Neuilly-sur-Seine Cedex
Tel : +33 (0)1 56 57 58 59 - Fax : + (33 (0)1 56 57 58 60
Legal Address
EBI SA Ecobank Group
Les collines de l’Arche - Immeuble concorde F
76 route de la demi-Lune - 92057 Paris La Défense Cedex – France
Tel : +33 (0)1 70 92 21 00 - Fax : +33 (0)1 55 23 23 46
5
Board of Directors’ report to the Annual General
Meeting
Ladies and Gentlemen,
We have convened an Annual Shareholder Meeting
pursuant to the articles and provisions of the Commercial
Code to report on the Company’s business for the fiscal
year which ended on December 31, 2011, on future
opportunities and to submit to your approval the related
financial statements for that year
These financial statements are attached to the current
report.
Invitation letters required by law have been duly addressed and all documentation required by the regulations
in force has been made available to you in due course.
Development of the company’s activities
for 2011 financial year and encountered
difficulties
FY 2011 is the second full year conducted by EBI SA (hereinafter the «Company»). The Company does not have
a subsidiary but has opened a representative office in
London in 2011.
During the year, the Company pursued its hiring policy
and increased its staff so that at 31 December 2011, the
Company has a total staff of 40 people and three interim
staff including one in the London office. In this regard,
the Company has incurred € 287 133.86 of agency staff
expense.
As part of the internal mobility program applicable within
the group, the Company has seconded one employee to
another subsidiary of the group.
In addition, to improve its internal organization, in
conjunction with its policy of external recruitment in
France, the Company has benefited from secondments
from ETI and Ecobank Côte d’Ivoire for 24 months.
The following staff have been seconded:
-- Paul-Harry Aithnard secondment from 1st September
2011
-- Abdoulaziz DIA secondment from 1st July 2011
-- Ehouman KASSI secondment from 1st September
2011
At operational and organizational levels, throughout 2011,
the Company was able to pursue its development course,
continuing to act fully as a credit institution specialized
in financing international trade and managing foreign
exchange risk in major African currencies. EBI SA retains
its role as the preferred partner of the subsidiaries of the
Ecobank group.
-- Marc GUIGNI secondment from 1st January 2011.
Analysis of the company financial position
(income statement, balance sheet)
EBI SA has continued to strengthen its market position in
which it has become a recognized key-player.
• N
et income for FY2011 amounts to € 3,397,219.01,
a significant increase compared to 2010
(€ 1 252, 956.94).
In terms of business, the number of transactions handled,
increased considerably from a monthly volume of 1,220 in
the fourth quarter of 2010 to 3,120 in the fourth quarter
of 2011. This increase derives from the strong growth in
treasury activities resulting from the upsurge in trading
room activity from February 2011.
Trade finance showed a significant rise compared with
2010, which translated into strong growth in the Company’s revenues.
We saw strong growth in loan transactions and documentary remittances.
6
• F Y2011 is characterized by an improvement in the
financial performance compared to 2010. The budget
has been reached in terms of profits.
• T his is the consequence of an effective commercial
strategy during 2011 due to the growth of Trade
Finance and Treasury activities. Net operating income
amounts to € 11.1 million against € 2.3 million in FY
2010.
• T otal balance sheet amounts to € 258,870,073.10 at
December 31, 2011 against € 239 million at December
31, 2010.
• E BI SA carried out a capital increase in December 2011,
increasing its share capital to Euros 50 000 000, thus
constituting a sufficient regulatory capital cushion to
absorb group exposure in regards to the calculation of
the capital adequacy ratio. Regulatory capital amounted
to € 44 million allowing the Company to show a capital
adequacy ratio amounting to 48.19% as of December
31, 2011.
The main evolutions and key points are:
1) The balance sheet shows a total assets and liabilities of
€ 258,870,073.10 on December 31st 2011, in progression
of € 20 million compared to last year. Major component
of assets are discount of bills and placements with
correspondents.
This trend stems from an increase in the volume of
activity circumvented at the end of the year by a desire
to reduce group exposures in order to ensure compliance
with regulatory requirements.
Loans and advances to banks comprise Nostros for K€
143.842, placements for K€ 13.444 and cash collateral
accounts (granted) for K€ 12.729.
Loans and advances to customers are essentially composed
of discount of bills of K€ 64.624, of short-term loans K€
3.887 and Vostros accounts of K€ 7.605.
Liabilities are composed of accounts for Vostros K€ 83.596,
short term borrowings of K€ 10.490 and cash collateral
accounts received of K€ 81,853.
Deposits from customers are essentially composed of
clients current accounts (K€ 17.468) and term loans (K€
12.000).
The leverage out of affiliates and other banks deposits
allows to refinance the increase in Trade Finance business.
2) The income statement shows a net profit after tax
Euros 3,397,219.01, a clear improvement compared to
2010.
2.1 Income
The Net Operating Income amounts to K€ 11.135, an increase of this position in comparison with December 31,
2010 (K€ 8.789).
This increase is driven by the increase of in the volume of
activity in both segments:
-- Corporate:
Net commissions amount to K€ 6.877
at December 31, 2011 (K€ 1.703 at December 31,
2010),
-- Capital: Net trading income for FX Trading amounts to
K€ 3.302 at December 31, 2011 (nil at December 31,
2010).
• N
et interest income amounts to K€ 1.085 at December
31, 2011 and is rising sharply compared to last year
(-K€ 23). This net interest income represents an
average credit spread of 0.37 % on interbank money
market activities, cash collateral granted/received and
interest component of discount of avalised bills.
• N
et commission and commission revenue amounts to
K€ 6.745 at December 31, 2011, a significant increase
compared to last year, beyond the budget. This trend
stems from a large increase in volumes of documentary
credits and discount of avalised bills, both in terms of
number of transactions and outstanding amounts.
• Impairment losses amount to zero given EBI SA’s
exposure characterized by intercompany and short
term exposures primarily.
2.2 Expenses
• O
perating expenses have increased by 122% compared
to FY 2010 and amount to K€ 6,708.
• T his trend stems from the increase of activity associated
with a strong recruitment policy (K€ 2.574 of staff
expenses on December 31 2011) and organizational IT
and information systems costs.
• T axes (excluding corporate income tax) have increased
(K€ 576).
• B
onuses were accrued as a reserve for a gross amount
of K€ 122 + K€ 70 of social charges.
3) Off balance sheet commitments and Financial
Instruments Transactions
• C ommitments related to “engagements de
financements et de garanties données” respectively
amount to € 13 million and € 66 million at December
31, 2011, largely increasing compared to last financial
year and given an increase in volumes of documentary
credit export.
• C ommitments related to “engagements de
financements et de garanties reçues” respectively
amount to € 24million and € 68 million at 31 December
2011, largely increasing compared to last financial year
given the strong increase in discount of avalised bills.
7
Meeting
4) Equity (“fonds propres”)
Equity is composed as follows :
In KEuros
2011.12
Share capital
50,000
Retained earnings
(3,446)
Profit of the year
Total
3,397
49,951
To summarize, on December 31st 2011, the main key
figures of EBI SA are:
In KEuros
2011
2010
Total Assets
258,870
238,513
Total receivables on credit
institutions
170,015
117,117
76,116
117,735
Total deposit
Balance Sheet
Total equity amount to € 49.95 million at December 31,
2011, (+ 197% compared to December 31, 2010 (+16.6
M€)), essentially due to :
Total loans and advances (customers)
205,407
220,299
Share Capital
50,000
20,102
-- The share capital increase to € 50 million of December
Equity and related
49,951
16,656
Regulatory Capital
44,340
(119,673)
-- the positive net profit after tax in 2011 of K€ 3,397.
Total off-balance sheet commitments
79,511
97,089
5) Regulatory Capital
Income Statement
Regulatory capital amounts to € 44 million as of December 31, 2011. Pursuant to its commitments, EBI SA has
strengthened its supervisory and audit surveillance by requiring a cash collateral to be deposited on intragroup exposures in order to reduce the deduction from its regulatory capital in determining its capital adequacy ratio, this
deduction amounts to M€ 3.2 on December 31st 2011
against M€ 141 on September 30th 2011.
Net operating income
11,135
2,346
Including commissions
6, 745
2,368
General operating expenses
6, 708
3,022
Including personnel expenses
2 ,574
1,122
Profit before tax
3,765
(1,253)
Net profit
3,397
(1,253)
28
17
3,808
4,063
2011, and
In KEuros
2011.12
Share capital
50,000
Retained earnings
(3,446)
Total Group Exposure
(3,216)
Other deduction (intangible assests)
3% of net equity (franchise)
regulatory capital for capital adequacy ratio
383
1,385
44,340
Net operating profit
Ratio
Staff (excluding the London
office)
Required reserves calculated at
31/12
Number of agencies
1
1
Solvency ratio
48.19%
(66.68%)
Liquidity ratio
189%
131%
On December 31, 2011, the Company’s total balance sheet
(assets and liabilities) amount to € 258 870 073.10. The
income statement shows a profit of € 3 397 219.01.
This profit is the consequence of :
-- Strong growth of Trade Finance which allowed to record
a net operating income of K€ 7,850.
-- A rapid start of market activity on FX spot and forward
transactions which resulted in a net operating income
of K€ 3,302 on December 31st 2011.
8
Statement on the economic and financial situation
On December 31, 2011, the situation is the following :
In KEuros
Year
Ended
2011
% Noi
+ Interest Income
2 706
- Interest Expense
1 621
Total 1
Year
Ended
2010
% Noi
24%
710
30%
281%
15%
733
31%
121%
1 085
10%
-23
-1%
4817%
+ Fee And Commission Income
6 909
62%
2 397
102%
188%
- Fee And Commission Expense
164
1%
29
1%
466%
Total 2
6 745
61%
2 368
101%
185%
+/- Gain Or Loss On Trading Portfolio
3 302
30%
0
0%
-
0
0%
0
0%
-
3 302
30%
0
0%
-
+ Other Operating Income
3
0%
1
0,043%
200%
- Other Operating Expense
0
-
0
0,00%
-
Total 4
3
0%
1
0,04%
200%
11 135
100%
2 346
100%
+/- Gain Or Loss On Available For Sale Portfolio
Total 2
Net Operating Income (Noi)
% Opex
% Opex
% 20112010
375%
- Operating Expenses (Opex)
6 708
100%
3 022
100%
122%
Total 4
6 708
100%
3 022
100%
122%
- Depreciation, Amortisation And Impairment Of Intangible Assets And Property, Plant And Equipment
Profit Before Impairment On Loans And Receivables
+/- Impairment On Loans And Receivables
Recurring Profit (Loss)
+/-Gain Or Loss On Non-Current Assets
Profit Before Tax
+/-Non Recurring Items
- Income Tax
+/- Movements In Frbg And Regulated Provisions
Net Profit (Loss) For The Year
662
572
16%
3 765
-1 248
402%
0
0
-
3 765
-1 248
402%
0
0
-
3 765
-1 248
402%
3
-5
160%
371
0
-
0
0
-
3 397
-1 253
371%
9
Meeting
Documents listed under section R 225-102 of the
Commercial Code are appended to this report.
FYear 2010
Main exposures and uncertainties
To be
issued
The Company is a party to a judicial procedure launched
by a former employee.The next hearing is scheduled for
September 2013.
Regarding the international development of the Company,
it is uncertain that it can obtain the necessary approvals
in 2012 to convert its representative office of London into
a branch.
No significant event occurred between December 31st
2011 and the date the current report with the exception
of the audit which was launched by the regulator ACP.
Research and development
In compliance with section article L 232-1 of the Commercial Code, we inform you that the Company had no
research and development activities in 2011.
Anticipated changes in the situation of the
company and outlook for the future
The first months of 2012 show a growth which is following the same trend as 2011 fourth quarter.
At the end of February 2012, the total balance sheet is increasing. This evolution is driven primarily by an effective
mobilization of deposits and of corresponding clients.
The net profit is beyond the budget. This development
has been possible thanks to the development of trade
finance and treasury activities.
Information on accounts payables
Pursuant to section L 441-6-1 § 1 of the Commercial Code,
we report that, upon the last two fiscal year end, the
schedule of accounts payables by maturity date are the
followings :
To be
issued
Less than
30 days
From 30 to
60 days
More than
60 days
25,313.88
Past debts
-
From 30 to
60 days
More than
60 days
Total VAT
included
41,787.84
-
-
41,787.84
-
-
-
-
Past debts
Employee participation scheme
According to article L 225-102 of the Commercial Code,
we inform you that there is no employee participation
scheme applicable in th Company as of December 31st
2011.
Presentation of financial statements
Post closing events
FYear 2011
Less than
30 days
Total VAT
included
25,313.88
-
-
-
The financial statements for the year ending December
31, 2011 that we submit for your approval have been prepared in accordance with the rules of presentation and
valuation methods prescribed by regulations.
The presentation rules and valuation methods used are
identical to those of the former year.
The balance sheet and income statement are attached.
Profit allocation
We propose to allocate 2011 profit of € 3,397,219.01 as
follows:
In KEuros
2011.12
Former retained earnings
(3,445,565.14)
Profit of the year
3,397,219.01
Allocation of profit
3,397,219.01
Retained earnings
(48,346.13)
Summary of dividends distributed
Pursuant to section 243 bis of the French Tax Code, we
remind you that the Company has not made any distribution of dividends during the last three years.
Sumptuary
expenses
and
non
tax
deductible
Non-deductible expenses for corporate income tax purposes as referred to under article 39, 4 of the French Tax
Code amount to of € 17,704.
Directorsofficers
governance
and
company’s
In compliance with article L 225-102-1, al. 3 of the Commercial Code, we present the following list of directors
and officers of the Company.
10
Managing Director CEO
As required by law, we remind you that the Company has
chosen to separate the roles of Chairman and of CEO.
Mrs. Laurence do Rego is a director of the following
foreign companies:
• Ecobank Transnational Incorporated
Mr. Christopher Bourland acts as CEO and was appointed
to this position on February 1, 2011. He has performed his
duties since then.
• eProcess International.
Board of Directors - composition-renewal and compensation of the Chairman
• Ecobank Transnational Incorporated,
Since the appointment of Mr. Abdoul Aziz DIA on July 12,
2011, the Board is composed of five members:
• Ecobank Development Corporation,
• Christophe Jocktane-Lawson, Chairman of the Board,
• Laurence do Rego, Director,
• Albert Essien, Director,
• Ehouman Kassi, Director,
• Abdoul Aziz Dia, Director.
The duties of Mr Christophe Jocktane-Lawson and Mrs.
Laurence do Rego expire at this Meeting. We propose to
renew them in their duties as directors for a term of three
years, until the Shareholder meeting convened to approve
the accounts for the year ending on December 31, 2014.
Mr. Christophe Jocktane-Lawson and Mrs. Laurence do
REGO have indicated in advance that they accept the
renewal of their duties and are not subject to any prohibition to act as directors.
Similarly, we propose to renew Mr. Christophe JocktaneLawson in his position as Chairman of the Board. He
accepts this renewal.
As Chairman of the Board, it is proposed that Mr. Christophe Jocktane-Lawson receives a special compensation of
a gross monthly amount of Euros 5,176 granting him the
status of corporate officer «assimilated employee».
It is stated that the CEO, the Chairman and other directors
do not act as a board member or an officer in any other
French companies.
Mr. Albert Essien is a director of the following foreign
companies:
• Ecobank South Africa,
• GC Net.
Mr. Ehouman Kassi is a director of the following foreign
companies:
• Ecobank Development Corporation Togo,
• EDC Investment Corporation Côte d’Ivoire,
• EDC Investment Corporation Cameroun.
Ratification of the appointment of Mr Dia as
a director
We remind you of that Mr. Abdoul Aziz DIA was appointed
as a director during the board meeting of July 12th 2011.
Pursuant to the legal and statutory requirements, we ask
you to ratify this appointment.
Directors ‘fees
You will have to decide on the allocation of fees to the
Board of Directors and the reimbursement of expenses to
its members.
Internal audit / regulatory
The Board notes that the Company is now subject to an
ACP audit and that their conclusions are expected soon.
Following the internal audits performed by the Company
and the group, targets were mostly achieved in 2011,
with a resolution comment rate of :
-- 84.16% in late December 2011 from the group audit
report,
-- 79.36 % at the end of December from the group audit,
external audit and internal audit reports.
11
Meeting
Set-up of committees
For information, the Board informs you that it has decided
to establish two advisory studying committees: the Internal Audit Committee and the Exposure and Risk Committee.
Control of auditors
In acordance with the laws and regulations, the statutory
auditors reports have been put at your disposal.
We hope the above will receive your approval and that
you will vote on the draft resolutions submitted to you.
Board of Directors
Christophe Jocktane-Lawson
12
Statutory Auditor’s report on the financial statements
(Year ended 31 december 2011)
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for
the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether qualified
or not. This information is presented below the opinion
on the consolidated 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 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 should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Shareholders,
EBI SA
Les Collines de L’Arche Immeuble Concorde F
76, route de la Demi-Lune
92057 Paris La Défense Cedex
of material misstatement. An audit involves performing
procedures, using sampling techniques or other methods
of selection, to obtain audit evidence about the amounts
and disclosures in the financial statements. An audit also
involves evaluating the appropriateness of accounting
policies used the reasonableness of accounting estimates
made, as well as the overall presentation of the financial
statements. 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 company at 31 December 2011 and of the
results of its operations for the year then ended in accordance with the French accounting principles.
II. Justification of our assessments
In accordance with the requirements of Article L. 823-9 of
the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we inform you
that our assessments focused on whether the accounting
principles applied were appropriate.
These assessments were made as part of our audit of the
financial statements, taken as a whole, and therefore
contributed to the opinion we formed which is expressed
in the first part of this report.
Ladies and gentlemen,
III. Specific verifications and information
In accordance with the assignment entrusted to us by
your Annual General Meeting, we hereby report to you,
for the year ended 31 December 2011 on:
In accordance with professional standards applicable in
France, we have also performed the specific verification
required by French law.
-- The audit of the accompanying annual financial state-
We have no matters to report as to the fair presentation
and consistency with the annual financial statements of
the information given in the Board of Directors’ management report and in the documents addressed to the
shareholders with respect to the financial position and
financial statements.
ments of EBI SA;
-- The justification of our assessments;
-- The specific verifications and information 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
statements
on
the
annual
financial
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 weather the financial statements are free
Neuilly-sur-Seine, 16 April 2012
The Statutory Auditors
Nicolas Montillot
Partner
13
Statutory Auditor’s special report on related-party
agreements and commitments
Annual General Meeting to approve the financial statements for the year ended 31 December 2011
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for
the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether qualified
or not. This information is presented below the opinion
on the consolidated 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 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 should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Shareholders,
EBI SA
Les Collines de L’Arche Immeuble Concorde F
76, route de la Demi-Lune
Ladies and gentlemen,
In our capacity as Statutory Auditor of EBI SA, we hereby
report to you on related-party agreements and commitments.
It is our responsibility to report to shareholders, based on
the information provided to us, on the main terms and
conditions of the agreements and commitments that have
been disclosed to us or that we may have identified as
part of our audit, without commenting on their relevance
or substance, or identifying any undisclosed agreements
or commitments. Under the provisions of article R. 225-31
of the French Commercial Code (Code de Commerce), it is
the responsibility of shareholders to determine whether
the agreements and commitments are appropriate and
should be approved.
14
Where applicable, it is also our responsibility to provide
shareholders with the information required by article
R.225-31 of the French Commercial Code in relation to
the performance during the year of any agreements and
commitments already approved by the Annual General
Meeting.
We performed the procedures that we deemed necessary in accordance with the professional standards of the
French Institute of Independent Auditors (Compagnie Nationale des Commissaires aux Comptes) in the context of
this assignment. These procedures consisted in verifying
that the information disclosed to us is consistent with the
underlying documents.
Agreements and commitments submitted
for the approval of the annual general
meeting
Agreements and commitments not
authorised in advance
In accordance with articles L. 225-40 and L. 823-12 of the
French Commercial Code, we hereby inform you that the
following agreements had not been approved in advance
by your Board of Directors.
1. Mandate between EBI SA and Ecobank
Transnational Incorporated “ETI”
-- Common Board Directors
Mr. Albert Essien, Director of EBI SA and Director of ETI.
Mrs. Laurence Do Rego, Director of EBI SA and Director of
ETI.
-- Nature and purpose
On 30 January 2011, with retroactive effect from 1 January
2011, ETI authorised EBI SA to pay for certain costs on its
behalf, particularly the costs associated with the secondment of ETI group personnel in connection with its development and various other costs not covered by other
agreements (Appendices 1 and 2 of the aforementioned
agreement).
Costs advanced by EBI SA in this context will be charged
to ETI and/or its subsidiaries in accordance with the terms
and conditions of this agreement.
Your Board of Directors has subsequently decided to authorise this agreement on 22 March 2012.
-- Terms and conditions
An expense of €1,323,829 was recognised in respect of
this agreement in the year ended 2011. This expense has
been charged back in full.
2. Memorandum of agreement on the
international set-up signed between EBI
SA and Ecobank Transnational Incorporated
“ETI”
ETI.
Under this agreement, signed on 30 January 2011, ETI
agrees for the group’s international expansion, to provide
financial assistance to EBI SA for its international development and particularly its representative office in London,
by allowing EBI SA to charge all or a portion of the said
costs to ETI, up to a maximum of €2,000,000. An amendment to the memorandum was signed on 30 December
2011, increasing this limit up to €2,400,000 for 2011.
Your Board of Directors decided to authorise this agreement retrospectively at its meeting of 22 March 2012.
An expense of €2,234,977 was recognised in respect of
been charged back in full.
3. Agreement for the secondment of staff
between EBI SA and ETI regarding Mr Dia and
associated implementation documentation
• S etting-up, development and monitoring of cash
management systems,
• Implementation of the group cash management
procedure,
• Staff training,
• Implementation and monitoring of a strategy to
increase EBI SA’s market shares.
This agreement was signed on 23 June 2011 with effect
from 1 July 2011.
Your Board of Directors has subsequently decided to authorise this agreement on 22 March 2012.
An expense of €301,800 was recognised in respect of
been charged back in full to ETI.
4. Agreement for the secondment of
staff between EBI SA and ETI regarding
Mr Kassi and associated implementation
documentation
ETI.
Under this agreement, Mr. Ehouman Kassi, Director of
EBI SA and employee of ETI, is empowered to set-up and
develop an investment banking department for EBI SA.
This agreement was signed on 23 June 2011, with effect
from 1 July 2011. The date of entry into force of the secondment agreement was set at 1 September 2011 in an
amendment dated 30 August 2011.
ETI.
Your Board of Directors decided to subsequently authorise
this agreement on 22 March 2012.
Under this agreement, Mr. Abdul Aziz Dia, Director of EBI
SA and employee of ETI, is empowered to carry out the
following projects for EBI SA:
An expense of €118,467 was recognised in respect of
been charged back in full to ETI.
15
Statutory Auditor’s special report on related-party
agreements and commitments
5. Services agreement between EBI SA and
EProcess International
This Board of Directors authorised this agreement 5 May
2010.
EProcess International.
An expense of €1,041,504 and an income of €202,932
was recognised in respect of this agreement in the year
ended 2011.
Eprocess International provides EBI SA with IT assistance
and services related to IT and information systems.
This agreement was signed on 15 February 2011 with retroactive effect from 1 January 2011.
Signed in Neuilly-sur-Seine on 16 April 2012
The Statutory Auditors
Your Board of Directors subsequently decided to authorise
this agreement on 22 March 2012.
An expense of €63,448 was recognised in respect of the
agreement in the year ended 2011.
Agreements and commitments approved
by the annual general meeting in previous
years
Agreements and commitments approved in previous
years that remained in force during 2010
We were informed that the following agreements and
commitments, approved by the Annual General Meeting
on 28 March 2011, reported on the statutory auditor’s
report special report dated 11 March 2011, remained in
force during 2011.
Shared services agreement between EBI SA and Ecobank
Group entities.
On 19 May 2010, a shared services agreement was signed
between EBI SA and the other Ecobank Group entities,
with effect from 1 January 2010. Under this agreement,
the Ecobank Group entities agree to mutually provide
each other services and to share and/or contribute to
the cost of supplying certain services in order to ensure
that the activities of all Group entities are performed in
accordance with Group standards. In consideration for
the shared services, the Group entities agree to pay the
supplier of these services amounts representing their
share of the costs invoiced by said supplier in accordance
with the allocation key provided in Appendix 2 of the
aforementioned agreement.
16
Nicolas Montillot
Partner
Balance sheet as at 31 December 2011
(in € thousands)
Assets
Cash and balances with central banks and post office banks
Notes
31-dec-11
31-dec-10
A1
5,122
2,226
Treasury bills and other eligible bills
0
0
A2
170,015
117,117
B
76,116
115,735
595
0
Equities and other variable-income securities
0
0
Equity interests and other long-term investments
0
0
Investments in associates
0
0
Lease
0
0
Loans and advances to credit institutions
Loans and advances to customers
Bonds and other fixed-income securities
Intangible assets
C
383
688
Property, plant and equipment
C
600
540
Treasury shares
0
0
Other assets
D
968
1 499
Accrual accounts
E
5,071
707
258,870
238,513
Notes
31-dec-11
31-dec-10
0
0
Due to credit institutions
F
175,939
207,411
Due to customers
G
29,468
12,888
Total assets
Equity and liabilities
Central banks and post office banks
Debt securities
0
0
Other liabilities
H
1,374
468
Accrual accounts
J
2,138
1,090
Subordinated debt
0
0
Fund for General Banking Risks (FGBR)
0
0
Equity (excluding FGBR)
K
49,951
16,656
- Share Capital
K
50,000
20,102
- Additional paid-in capital
0
0
- Reserves
0
0
- Regulated provisions
0
0
- Retained earnings (accumulated losses)
K
(3,446)
(2,193)
- Profit (loss) for the year
K
(3,397)
(-1,253)
258,870
238,513
Total equity and liabilities
17
Balance sheet as at 31 December 2011
(in € thousands)
Off-balance sheet items
Notes
31-dec-11
31-dec-10
Commitments given
L
79,511
97,089
L
13,285
0
0
12,000
Financing commitments
- Commitments given to credit institutions
- Commitments given to customers
Guarantee commitments
- Guarentees given on behalf of credit institutions
66,226
85,089
- Guarentees given on behalf of customers
L
0
0
Securities commitments
0
0
31-dec-11
31-dec-10
Notes
Commitments received
L
91,841
18,646
L
23,715
18,646
0
0
- Commitments received from credit institutions
- Commitments received from customers
- Guarentees received from credit institutions
L
65,885
0
- Guarentees received from customers
L
2,241
0
0
0
Securities commitments
18
Income statement for the year ended 31
December 2011
(in € thousands)
Income Statement
Notes
Year ended 2011
Year ended 2010
+ Interest income
- Interest expense
N
2,706
710
N
1,621
733
+ Finance lease income
0
0
- Finance lease expense
0
0
+ Operational lease income
0
0
- Operational lease expense
0
0
+ Variable-income securities
0
0
6,909
2,397
+ Fees and commission income
O
- Fees and commission expense
O
164
28
3,302
0
+/- Gains (losses) on available-for-sale securities
0
0
+ Other operating banking income
3
1
- Other operating banking expense
0
0
+/- Gains (losses) on trading transactions
Net banking income
11,135
2,346
- General operating expenses
P
6,708
3,022
- Depreciation, amortisation and impairment of intangible assets and property,
plant and equipment
C
662
572
3,765
(1,248)
0
0
3,765
(1,248)
0
0
3,765
(1,248)
3
(5)
371
0
0
0
3 397
(1,253)
Gross operating income (loss)
+/- Cost of risk
Net operating income (loss)
+/- Gains (losses) on non-currents assets
Profit (loss) before tax
+/- Non-recuring items
- Income tax expense
+/- Movements in frgb and regulated provisions
Profit (loss) for the year
Q
19
Notes to the financial statements
1. The Company
EBI SA is a limited company (société anonyme) incorporated under French law with a license to operate as a credit institution and it is subject to the provisions of the French Monetary and Financial Code (Code Monétaire et Financier).
EBI SA is 99.99% owned by Ecobank Transnational Incorporated (ETI).
2. 2011 Highlights
During 2011, the Company pursued its development and continued to act as a fully-fledged credit institution specialized
in financing international trade. EBI SA expanded all areas of its business as a correspondent bank, corporate bank and
partner bank of the panafrican banking Group which it belongs to.
In 2011, EBI SA strengthened its positioning becoming a recognised player within its field.
At the Shareholders’ Extraordinary General Meeting on 5 December 2011, it was decided to increase the share capital of
EBI SA by €29,898,277, from €20,101,723 to €50,000,000. This was achieved through the issue for cash of 29,898,277
new shares with a par value of one euro each.
As part of its expansion, EBI SA opened a representative office in the United Kingdom on 24 February 2011 located in 2nd
Floor, 20 Old Broad Street, London EC2N 1DP.
3. Events after the reporting date
No significant events have occurred after the reporting date.
4. Accounting principles
EBI SA’s annual financial statements have been prepared in accordance with the following regulations:
• R
egulation 91-01 issued by the French Banking and Financial Regulation Committee (Comité de la Règlementation
Bancaire et Financière – CRBF),
• A
mended by Regulation 2000-03 issued by the French Accounting Regulation Committee (Comité de la Réglementation
Comptable – CRC) of 4 July 2000,
• Itself amended by CRC Regulation 2005-04 of 3 November 2005 on the individual financial statements of credit
institutions.
EBI SA does not recognise provisions for retirement benefits.
The financial statements have been prepared in accordance with the fundamental accounting principles of true and fair
view, going concern, accuracy, reliability, prudence and consistency of accounting methods.
Items arising from ordinary business activities, even where exceptional in terms of frequency or amount, are recognised
through operating income. Non-recurring income and expense covers only items that are unrelated to the company’s
ordinary business activities.
5. Basis of measurement and presentation adopted
A.Foreign currency Transactions
Foreign currency transactions are accounted for in accordance with CRBF Regulation 89.01 issued by the French Banking
Regulation Committee (Comité de Réglementation Bancaire – CRB).
Assets, liabilities and off-balance sheet items denominated in foreign currencies are translated into euros at the exchange
rate prevailing in the Paris market on the transaction date.
20
At year ended 2011, foreign currency payables and receivables are translated at the closing exchange rates. Translation
differences are recognised in the income statement within foreign exchanges gains and losses transactions under “Gains
(losses) on financial transactions”.
Income and expense are recognised in Euros on an accrual basis at the exchange rates quoted for each currency at the
Paris market at the end of each trading day.
Off-balance sheet commitments are also translated at the closing exchange rates.
B. Loans and advances due to and from customers
Loans and advances due to and from customers are stated at their nominal value.
Non-performing loans and advances are identified in accordance with the rules set out by the French Banking Commission
(Commission Bancaire). A provision for impairment is recognised if there is a risk that outstanding loans and advances
may not be collected.
• Doubtful loans and advances
Loans and advances for which one or more instalments are at least three months past due are considered doubtful or
unrecoverable, and when the counterparty’s financial situation leads the Company to believe there is an actual risk. In the
case of current account overdrafts, in accordance with Opinion 2006-16 of the French National Accounting Board (Conseil
National de la Comptabilité), the number of days by which the unpaid amount is overdue is counted from the time the
borrower exceeds an authorised overdraft limit or draws down an amount without an overdraft authorization.
In accordance with the applicable regulations, non performing loans and advances are classified in one two categories:
• U
nrecoverable loans and advances: EBI SA includes in this category impaired receivables that have been declared in
default, restructured receivables for which the borrower fails to make the scheduled payments, as well as receivables that
have been impaired for more than one year and for which the prospects of recovery has deteriorated substantially.
• D
oubtful loans and advances: These include non-performing loans and advances that do not meet the criteria to be
classified as unrecoverable.
Each impaired receivable is subject to an individual provision for impairment intended to cover the probable loss that could
result from non-recovery. Such impairment is deducted from the carrying value of the loan. Provisions intended to cover
risks associated with off-balance sheet items are carried as liabilities.
In accordance with CRC Regulation 2002-03 of 12 December 2002 on accounting for credit risk, as amended by CRC
Regulation 2005-03 of 3 November 2005, impairment charged against customer loans and advances is calculated by
comparing the present value of expected future cash flows, discounted at the loan’s original interest rate, with the loan’s
carrying value.
Interest due or accrued on doubtful loans and advances is written off in full. Interest on unrecoverable loans and advances
is not recognised.
No outstanding loans and advances were affected as at 31 December 2011.
• Restructured loans and advances
Restructured loans and advances relate to counterparties whose financial difficulties have prompted the credit institution
to alter the original terms of the loan in order to help the borrower meet its contractual obligations.
No outstanding loans and advances were affected as at 31 December 2011.
21
• Other receivables
Provisions for impairment of other receivables classified as non-performing are recognised on a case by case basis.
No provision had been recognised as at 31 December 2011.
C. Securities portfolio
Securities are presented, recognised and measured based on the type of instrument involved and according to management’s intention at the time of acquisition: the categories are trading, available-for-sale, held -to-maturity, portfolio
management or hedging.
• Available-for-sale securities
Available-for-sale securities are recognised at cost, with any acquisition-related expenses recorded through the income
statement. The available-for-sale portfolio consists of bonds, equities and other variable-income securities.
At year-end, the securities are measured as follows:
-- Listed securities are measured at their most recent market price;
-- Securities related to collective investment products are measured on the basis of the year-end redemption value.
A provision for impairment is recognised for any unrealised losses that may result from this valuation at December 31.
As at 31 December 2011, the only available-for-sale securities held by EBI SA are securities posted as guarantee for rental
payments which amount to €595,000.
• Held-to-maturity securities
EBI SA had no held-to-maturity investments as at 31 December 2011.
• Securities held for portfolio management purposes
In accordance with CRC Regulation 2005-01 of 3 November 2005, these securities are generally held over long term with
the aim of achieving steady returns without EBI SA participating in the investee’s management.
The securities are recognised at cost. Impairment may be recognised if their carrying value is higher than their value in
use.
EBI SA had no such securities as at 31 December 2011.
D. Subsidiaries and equity investments
Equity investments are carried at cost.
They are impaired if their carrying value is higher than their value in use.
EBI SA had no subsidiaries or equity investments as at 31 December 2011.
E. Provisions
Provisions are recognised in respect of the following items:
• Retirement benefit obligations and long-service awards (médailles du travail)
As at 31 December 2011, the amount of provisions set aside for retirement benefits based on statutory requirements and
the length of service of employees is deemed not significant.
22
As at 31 December 2011, no provisions had been recognised for long-service awards because deemed not significant.
• Employee disputes and other operating risks
Provisions for employee disputes and other operating risks are recognised in accordance with CRC Regulation 2000-06.
No provisions had been recognised in this respect as at 31 December 2011.
F. Fixed assets
Fixed assets are governed by the following regulations:
-- CRC 2004-06 on the definition and measurement of assets, and
-- CRC 2002-10 on the depreciation, amortisation and impairment of assets.
• Intangible assets
•
Software
Software is recognised at cost, including any expenses directly attributable to its acquisition or installation.
Software is accounted for on a project basis (and possibly by batch where appropriate) and amortisation on a straight-line
basis over a period of three years as from the date it is brought into service.
•
Start-up costs
Start-up costs are generally expensed in the year in which they are incurred.
However, operating expenses which the entity must incur to exist or to develop that cannot be allocated to the production
of specific goods or services may be capitalised as an intangible asset within «start-up costs».
EBI SA has classified as start-up costs all costs related to the creation of the business (legal formalities, fees for accounting,
legal tax and business, strategy consulting). EBI SA has chosen to amortise these costs on a straight line basis over three
years. The amounts are not prorated.
• Property, plant and equipment
Property, plant and equipment are stated in assets and recognised at cost (purchase cost or contribution value).
They are depreciated over their estimated useful lives, depending on the type of asset:
Component
Useful life
Fixtures and fittings (premises and telecommunication systems)
10 years
IT equipment
3 years
Office equipment
3 years
Furniture (office furniture, safes and cabinets)
10 years
Exceptional depreciation may be recognised against plant, fixtures and fittings in the event of a relocation.
G. Income statement: Basis of measurement and presentation
• Interest, fee and commission income and expense
Interest and bank charges are recognised on an accrual basis through the income statement.
Unpaid interest calculated on doubtful loans and advances not classified as irrecoverable continues to be calculated
23
beyond a period of three months and a corresponding provision is recognised.
Fees and commissions are recognised as and when the related services are provided, with the exception of fees and commissions relating to long-term transactions, which are recognised over the term of that transaction.
• Income from the securities portfolio
Income from equities is recognised as and when it is collected.
Gains or losses on disposals and the write-downs taken against available-for-sale securities are treated as operating
income or expenses irrespective of the period during which the securities are held.
• Statutory audit fees
The fees payable by the Company for the statutory audit of the 2011 financial statements amounted to €62,966 excluding VAT.
• Training costs
Costs incurred in respect of the Individual Training Entitlement (Droit Individual de Formation) are recognised within training costs as and when they are occurred.
• Bonus costs
The Company set aside provisions for bonuses which amount to €122,000 (basic salary) plus €70,000 social security
contributions as at 31 December 2011.
• Foreign exchange gains and losses
Unrealised and realised foreign exchange gains and losses are recognised through the income statement at each yearend.
Spot and forward foreign currency contracts are remeasured at year-end based on the spot exchange rate.
• Income tax expense
The amount of income tax payable recognised for the year ended 31 December 2011 was €371,000.
H. Forward financial instruments: Basis of measurement and presentation.
In accordance with to CRBF Regulation 90-15 as amended by CRBF Regulations 92-04, 95-04, 97-02 and 2002-01 on the
accounting for interest rate swaps and currency swaps and similar transactions, such instruments are classified in accordance with the management’s intentions as reported by the entity.
The micro-hedging portfolio includes contracts documented from inception as hedges of the interest rate risk on one transaction or a group of similar transactions. These contracts are measured symmetrically to the item or items hedged.
The macro-hedging portfolio includes contracts entered into to hedge EBI SA’s overall interest rate risk on its assets, liabilities and off-balance sheet items. Income and expenses related to these contracts are recognised through the income
statement on a accrual basis.
Commitments relating to these transactions are included in off-balance sheet items at the nominal value of these contracts.
The accrued portion of interest received and paid in the period under interest rate swaps is shown in “interest and similar
income” or “interest and similar expenses”, as appropriate.
24
I. Documentary credits : Basis of measurement and presentation
Documentary credits result from trade agreements. The amount involved is specified by the terms of the letter of credit,
and applies provided that the conditions and timeframe set out in the agreement are strictly respected. The terms and
conditions of the trade agreement must be in compliance with the international agreements falling within the scope of
the International Chamber of Commerce’s «Uniform Customs and Practice for Documentary Credits» – UCP600, applicable
since 1 July 2007.
Commitments given in relation to these transactions (confirmation of opening, acceptance for payment) are recorded in
off-balance sheet items at the nominal amount of the agreements. An additional guarantee of up to 10% may apply to
certain agreements. These transactions are carried out on behalf of customers and are almost always match-funded with
an identical transaction involving a Group counterparty (term borrowings, cash collateral).
Fees, commissions and interest arising on each phase of these transactions are recognised in the income statement.
The Company may subsequently discount or trade these instruments, in which case the exporters bears the cost. In principle, this advance is subsequently refunded by the issuing bank. The discount is recognised in assets, and a commitment
posted to «Guarantees received», since the risk no longer relates to the customer but to the issuing bank.
6. Statutory training entitlement
As at 31 December 2011, a total of 588 statutory training entitlement hours had been accumulated.
7. Other information for the period
EBI SA is fully consolidated by Ecobank Transnational Incorporated (ETI).
8. Changes in the annual financial statements
Total balance sheet as at 31 December 2011 amounted to K€258,870 (end 2010: K€238,513)
EBI SA made a net gain of K€ 3,397 in 2011 (€3,397,219.01).
The notes below provide a breakdown of the main balance sheet and income statement items for 2011 and the main
changes compared with 2010.
9. Notes to the financial statements – Company financial statements
A1
A2
B
C
D
E
F
G
H
I
J
K
L
M
N
O
P
Q
Cash and balances with central banks and post office
Loans and advances to credit institutions
Loans and advances to customers
Non-current assets
Other assets
Accrual accounts - Assets
Due to credit institutions
Due to customers
Other liabilities
Information on payment due dates
Accrual accounts - Liability
Equity
Commitments incurred on forward financial instruments
Interest income and expense
Fee and commission income and expense
General operating expenses
Non recurring items
25
A1. Cash and balances with central banks and post office banks
(in € thousands)
Less than 3
months
3 months
to 1 year
1 to 5 years
More than 5
years
31 Dec. 2011
31 Dec. 2010
Demand
Current accounts
5,122
0
0
0
5,122
2,226
Other accounts and loans
0
0
0
0
0
0
Accrued interest
0
0
0
0
0
0
Accounts and loans
0
0
0
0
0
0
Accrued interest
0
0
0
0
0
0
5,122
0
0
0
5,122
2,226
Term
Total
A2. Loans and advances to credit institutions
(in € thousands)
Less than 3
months
3 months
to 1 year
1 to 5 years
More than 5
years
31 Dec. 2011
31 Dec. 2010
143,814
0
0
0
143,814
50,341
0
0
0
0
0
0
28
0
0
0
28
0
24,300
1,850
0
0
26,150
66,717
23
0
0
0
23
60
168,165
1,850
0
0
170,015
117,117
Less than 3
months
3 months
to 1 year
1 to 5 years
More than 5
years
31 Dec. 2011
31 Dec. 2010
54,301
17,923
0
0
72,223
104,929
Non-performing items, net
0
3,893
0
0
3,893
10,757
Unallocated amounts
0
0
0
0
0
0
Current accounts
0
0
0
0
0
29
Accrued interest
0
0
0
0
0
20
54,301
21,816
0
0
76,116
115,735
Demand
Current accounts
Accrued interest
Term
Accounts and ,loans
Accrued interes
Total
B. Loans and advances to customers
(in € thousands)
Trade receivables
Other customer items
Current accounts
Total
26
C. Non-current assets
(in € thousands)
31 Dec. 2010
Acquisitions
Disposals
Interaccount
transfers
31 Dec. 2011
Non-current assets
1,470
230
0
0
1,700
Land and buildings used in the Bank’s operations
0
0
0
0
0
Land and buildings not used in the Bank’s operations
0
0
0
0
0
625
185
0
0
810
0
0
0
0
0
2,094
415
0
0
2,510
31 Dec. 2010
Acquisitions
Disposals
Interaccount
transfers
31 Dec. 2011
Intangible assets*
Other property and equipment
Advances and deposits
Total
* including start-up costs of €191,000
Depreciation, amortisation and provisions
Intangible assets
782
535
0
0
1,317
Land and buildings used in the Bank’s operations
0
0
0
0
0
Land and buildings not used in the Bank’s operations
0
0
0
0
0
84
126
0
0
210
Total
866
661
0
0
1,527
Total net Value
1,22
Other property, plant and equipment
983
D. Other assets
(in € thousands)
Miscellaneous receivables
31 Dec. 2011
31 Dec. 2010
968
1,499
Settlement accounts for securities transactions
0
0
Head office and branches
0
0
Options purchased
0
0
Other miscellaneous accounts
0
0
968
1,499
* Tax receivable (VAT, business tax, etc.)
757
729
* Guarantee deposits (mainly regarding premises)
145
710
11
51
0
0
55
9
968
1,499
Total
The «Miscellaneous receivables» account includes:
* Amounts receivable from suppliers
* Amounts receivable from social security bodies
* Other
27
E. Accrual accounts - Assets
(in € thousands)
31 Dec. 2011
31 Dec. 2010
Accrued income
496
40
Prepaid expenses
40
43
Collection accounts
0
0
Foreign currency adjustment accounts
0
0
Other
4,535
625
Total
5,071
707
F. Due to credit institutions
(in € thousands)
Less than 3
months
3 months to 1
year
1 to 5 years
More than 5
years
31 Dec. 2011
31 Dec. 2010
83,596
0
0
0
83,596
74,039
0
0
0
0
0
0
87,038
5,268
0
0
92,306
133,259
37
0
0
0
37
113
170,671
5,268
0
0
175,939
207,411
Demand
Current accounts
Term
Accounts and loans
Accrued interest
Total
28
G. Due to customers
(in € thousands)
Description
31 Dec. 2011
31 Dec. 2010
Current account
17,463
855
Guarantee deposits
0
0
Regulated savings accounts
0
0
12,000
12,030
Retail certificates of deposit
0
0
Other payable
0
0
29,464
12,884
4
3
29,468
12,888
Term deposits
Total customer deposits
Accrued interest
Total due to customers
Less than 3
months
3 months
to 1 year
1 to 5 years
More than 5
years
31 Dec. 2011
31 Dec. 2010
0
0
0
0
0
0
Regulated savings accounts
Demand
Other payables
Demand
17,463
0
0
0
17,463
855
Term
0
0
12,000
0
12,000
12,030
Accrued interest
4
0
0
0
4
3
17,467
0
12,000
0
29,468
12,888
Total
H. Other liabilities
(in € thousands)
31 Dec. 2011
31 Dec. 2010
Settlement accounts for securities transactions
0
0
Other guarantee deposits received
0
0
1,374
468
Amounts payable on securities not paid up
0
0
Options written
0
0
1,374
468
Miscellaneous payables
Total
The "Miscellaneous payables" account includes:
* Tax payable (VAT, etc)
418
16
* Trade payables
291
262
* Employee-related payables
275
46
* Amounts due to social security bodies
390
145
0
0
1,374
468
*Other
29
I. Information on payment due dates
Pursuant to the provisions of Article L.441-6-1 (1) of the French Commercial Code, the breakdown of the balance of trade
payables by maturity at the year-end of the last two financial years is as follows:
In €
Less than 30 days
30 to 60 days
More than 60 days
Total Incl. VAT
2011
Amounts falling due
25,313.88
25,313.88
25,313.88
25,313.88
41,787.84
41,787.84
41,787.84
41,787.84
Overdue amount
Total incl. vat
2010
Amounts falling due
Overdue amount
Total incl. vat
J. Accrual accounts - Liabilities
(in € thousands)
31 Dec. 2011
31 Dec. 2010
1,583
272
555
818
Interest on foward financial instruments
0
0
Available accounts
0
0
Other
0
0
Total
2,138
1,090
Accrued income
Prepaid expenses
30
K. Equity
(in € thousands)
Share Capital
31 Dec. 2010
Increase/ Decrease
31 Dec. 2011
20,102
29,898
50,000
Additional paid-in capital
-
-
-
Regulated provisions and investment subsidies
-
-
-
(2,193)
(1,253)
(3,446)
-
Retained earnings (accumulated losses)
Reserves
-
-
Profit (loss) for 2010
(1,253)
1,253
-
Profit (loss) for 2011
-
-
3,397
16,656
29,898
49,951
Total
The Company’s share capital amounted to €50 million as at 31 December 2011 divided into 50,000,000 fully paid-up
ordinary shares.
At the Shareholders’ Extraordinary General Meeting of 5 December 2011, it was decided to increase EBI SA’s share capital
by €29,898,277, from €20,101,723 to €50,000,000 in order to strengthen the company’s equity base. This was achieved
through the issue of 29,898,277 new shares for cash with a par value of one euro each.
Breakdown of reserves
(in € thousands)
31 Dec. 2011
31 Dec. 2010
Statutory reserve
0
0
Regulated reserves
0
0
Other reserves
0
0
Total Reserves
0
0
31
L. Off-balance sheet items
(in € thousands)
31 Dec. 2011
31 Dec. 2010
Commitments given
- Refinancing agreements and other financing commitments
Given to banks
Given to customers
13,285
0
0
12,000
23,715
18,646
- Refinancing agreements and other financing commitments received from credit
institutions
Commitments given
- Sureties, endorsements and other guarantees given on behalf of credit institutions
- Sureties, endorsements and other guarantees given on behalf of customers
Total
66,226
0
66,226
85,089
0
85,089
- Sureties, endorsements and other guarantees received from credit institutions
- Sureties, endorsements and other guarantees received from customers
Total
32
65,885
0
2,241
0
68,126
0
M. Commitments incurred on forward financial instruments
(in € thousands)
31 Dec. 2011
31 Dec. 2010
0
0
0
0
0
0
0
0
Forward
Transactions on organised markets
- Currency instruments
OTC transactions
- Interest rate swaps (micro-hedging)
- Interest rate swaps (macro-hedging)
- Other options
Foreign exchange contracts
- Spot foreign exchange contracts
•
•
Currencies bought, not yet received
19,436
Currencies sold, not yet delivered
20,050
- Forward exchange contracts
•
•
Currencies bought, not yet received
102,151
Currencies sold, not yet delivered
102,035
Off-balance sheet currency adjustments (+/-)
0
499
0
0
0
31 Dec. 2011
31 Dec. 2010
Cash and interbank transactions
1,194
242
Customer transactions
1,512
468
Securities transactions
0
0
Lease transactions
0
0
Off-balance sheet transactions
0
0
2,706
710
Options
OTC transactions
N. Interest income and expense
(in € thousands)
Interest income
Total
Interest expenses
Cash and interbank transactions
1,062
571
Customer transactions
559
162
Securities transactions
0
0
Lease transactions
0
0
Off-balance sheet transactions
0
0
Total
1,621
733
Interest margin
1,085
(23)
33
O. Fees and commission income and expense
(in € thousands)
31 Dec. 2011
31 Dec. 2010
Income
6,909
2,397
Banking fee and commission
6,781
2,377
On cash and interbank transactions
On customer transactions
On currency transactions
On off-balance sheet transactions
On other fee and commission income
0
0
3,015
1,058
0
0
3,766
1,318
0
0
Financial fees and commissions income
128
20
On payment services
128
20
On securities managed or in custody
0
0
On securities transactions carried out on behalf customers
0
0
On assistance and advisory services
0
0
Other fee and commission income
0
0
Expense
164
28
Banking fees and commissions
164
28
On cash and interbank transactions
0
0
On customer transactions
0
0
On currency transactions
0
0
On off-balance sheet transactions
0
0
On other fee and commission
0
0
Financial fee and commission expense
0
0
On payment services
0
0
Other fee and commission expense
0
0
6,745
2,368
Net fee and commission income
34
P. General operating expenses
(in € thousands)
Wages and salaries
31 Dec. 2011
31 Dec. 2010
1,829
786
Pension costs
141
74
Other payroll costs
604
262
Wage-related taxes
696
120
Sub-total: personnel costs
3,270
1,242
Other administrative expenses
3,438
1,780
Total
6,708
3,022
Breakdown of employees at 31 December 2011*
Men
Technicians
Women
Total
0
0
0
16
12
28
Cleaning staff
0
0
0
Impatriates
0
0
0
16
12
28
Managerial-grade personnel
Total
*Excluding representative office
Executive remuneration
(Members of governing, management and supervisory bodies)
31 Dec. 2011
31 Dec. 2010
Total remuneration allocated in the year (attendance fees)
0
3
Total
0
3
31 Dec. 2011
31 Dec. 2010
Non-recurring expenses
0
(5)
Miscellaneous non-recurring income
3
0
Total
3
(5)
Q. Non-recurring items
(in € thousands)
35
Five year financial summary
(Articles 133, 135 et 148 of décret dated 23 mars 1967 on corporate companies)
In euros
2011
2010
2009
2008
Share Capital
50,000,000
20,101,723
6,000,000
3,000,000
Number of existing ordinary shares
50,000,000
20,101,723
6,000,000
3,000,000
0
0
0
0
* through convertible debt
0
0
0
0
* through exercise of subscription right
0
0
0
0
11,135,004
3,108,017
458,851
0
4,427,139
(681,014)
(1,509,076)
(311,417)
371 527
0
0
0
0
0
0
0
3,397,219
(1,252,957)
(1,871,996)
(320,612)
Profit distributed
0
0
0
0
Exceptional dividend paid out
0
0
0
0
Profit after tax, employee participation, before
depreciation, amortisation and provision
0.08
(0.03)
(0.25)
(0.1)
Profit after tax, depreciation, amortisation and
provision
0.07
(0.06)
(0.31)
(0.11)
Net Dividend per share distributed
0
0
0
0
Exceptional Dividend per share distributed
0
0
0
0
Financials at year-end
Number of existing preferred shares (without
voting rights)
Maximum number of shares to be issued
Profit or loss
Net operating income
Profit before tax, employee paricipation, depreciation, amortisation and provisions
Income tax
Employee share in the profit
Profit after tax, employee participation, depreciation, amortisation and provisions
Profit per share
Personnel
Average staff number during financial year
Staff cost during financial year
Social benefits incurred during financial year
36
28
12
9
5
1,829,091
785,864
588,056
85,111
745,354
455,925
326,659
44,682
Country Heads (Ecobank group african affiliates)
Roger Dah Achinanon
Benin
James Cantamantu-Koomson
Tanzania
Cheikh Travaly
Burkina-Faso
Didier Correa
Togo
Stéphane Doukouré
Burundi
Michael Monari
Uganda
Moustapha Fall
Cameroon
Charity Lumpa
Zambia
Jose Mendes
Cape Verde
Daniel Sackey
Zimbabwe
Christian Assossou
Central African Republic
Mahamat Ali Kerim
Chad
Lazare Noulekou
Congo (Brazzaville)
Serge Ackré
Congo (Democratic Republic)
Charles Daboiko
Côte d’Ivoire
Jean-Baptiste Siate
Gabon
Marème Mbaye Ndiaye
The Gambia
Samuel Ashitey Adjei
Ghana
Chanou Moukaramou
Guinea
Adama Sene Cissé
Guinea-Bissau
Anthony Okpanachi
Kenya
Kola Adeleke
Liberia
Olufemi Salu
Malawi
Binta Ndoye Toure
Mali
Ibrahim Aboubacar Bagarama
Niger
Jibril Aku
Nigeria
Gilles Guérard
Rwanda
Guy Martial Awona
Sao Tome & Principe
Yves Coffi Quam-Dessou
Senegal
Clement Dodoo
Sierra Leone
37
The Ecobank network
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38
BVaVl^
Holding Company and Subsidiaries
Group Office: : Ecobank
Transnational Incorporated
2365, Boulevard du Mono
B.P. 3261, Lomé – Togo
Tél. : (228) 22 21 03 03 /
22 21 31 68
Fax : (228) 22 21 51 19
1. Bénin
Rue du Gouverneur Bayol
01 B.P. 1280, Cotonou – Bénin
Tél. : (229) 21 31 30 69 /
21 31 40 23
Fax : (229) 21 31 33 85
2. Burkina Faso
49, Rue de l’Hôtel de Ville
01 B.P. 145
Ouagadougou 01 – Burkina Faso
Tél. : (226) 50 33 33 33
Fax : (226) 50 31 89 81
3. Burundi
6, Rue de la Science
B.P. 270, Bujumbura – Burundi
Tél. : (257) 22 22 63 51
Fax : (257) 22 22 54 37
4. Cabo Verde
Praça Infante D. Henrique, Nº 18
C.P. 374 C Palmarejo, Praia
Santiago – Cabo Verde
Tel. : (238) 260 36 60
Fax : (238) 261 10 90
5. Cameroun
Boulevard de la Liberté
B.P. 582, Douala – Cameroun
Tél. : (237) 33 43 82 51 – 53
(237) 33 43 84 88 – 89
Fax : (237) 33 43 86 09
6. Centrafrique
Place de la République
B.P. 910
Bangui – République Centrafricaine
Tél. : (236) 21 61 00 42
Fax : (236) 21 61 61 36
7. Congo
Rond point de la Coupole
B.P. 2485
Brazzaville – Congo
Tél. : (242) 621 09 09 /
622 01 01 / 569 54 54
8. Congo
(République Démocratique)
47, Avenue Ngongo Lutete
BP 7515
Kinshasa – Gombe
Tél. : (243) 99 60 16 000
Fax : (243) 99 60 17 070
9. Côte d’Ivoire
Immeuble Alliance
Avenue Terrasson de Fougères
01 B.P. 4107 – Abidjan 01
Côte d’Ivoire
Tél. : (225) 20 31 92 00 /
20 21 10 41
Fax : (225) 20 21 88 16
10. Gabon
214, Avenue Bouët
9 Étages, Montagne Sainte
B.P. 12111
Libreville – Gabon
Tél. : (241) 76 20 71 / 76 20 73
Fax : (241) 76 20 75
11. The Gambia
42 Kairaba Avenue
P.O. Box 3466
Serrekunda – The Gambia
Tel: (220) 439 90 31 – 33
Fax: (220) 439 90 34
22. São Tomé e Príncipe
Edifício HB, Travessa do Pelourinho
C.P. 316
São Tomé – São Tomé e Príncipe
Tél. : (239) 222 21 41 / 222 50 02
Fax : (239) 222 26 72
32. EBI SA UK
Representative Office
2nd Floor, 20 Old Broad Street
London EC2N 1DP
United Kingdom
Tel: +44 (0) 203 582 8820
12. Ghana
19 Seventh Avenue Ridge West
P.O. Box 16746
Accra North Ridge – Ghana
Tel: (233) 0302 68 11 67 – 68
Fax: (233) 0302 68 04 28
23. Sénégal
Km 5, Avenue Cheikh Anta DIOP
BP 9095 CD
Dakar – Sénégal
Tél. : (221) 33 859 99 99
Fax : (221) 33 859 99 98
33. Ecobank South Africa
4 Sandown Valley Crescent
4th Floor, Sandton 2196
Johannesburg – South Africa
Tel: (27) 11 783 6391
Fax: (27) 11 783 6852
13. Guinée
Immeuble Al Iman
Avenue de la République
B.P. 5687
Conakry – Guinée
Tél. : (224) 30 45 57 77 / 60
Fax : (224) 30 45 42 41
24. Sierra Leone
7 Lightfoot Boston Street
P.O. Box 1007
Freetown – Sierra Leone
Tel: (232) 22 221 704 / 227 801
Fax: (232) 22 290 450
14. Guinée-Bissau
Avenue Amilcar Cabral
B.P. 126, Bissau – Guinée-Bissau
Tél. : (245) 320 73 60 – 61
Fax : (245) 320 73 63
25. Tanzania
Karimjee Jivanjee Building
Plot Nº 19, Sokoine Drive
P.O. Box 20500
Dar es Salaam – Tanzania
Tel: (255) 22 213 7447
Fax: (255) 22 213 7446
15. Kenya
Ecobank Towers
Muindi Mbingu Street
P.O. Box 49584, Code 00100
Nairobi – Kenya
Tel: (254) 20 288 3000 / 3313
Fax: (254) 20 288 3304 / 3815
16. Liberia
Ashmun and Randall Street
P.O. Box 4825
1000 Monrovia 10 – Liberia
Tel: (231) 022121003
GSM: (231) 0776801267 /
30886 081267
Fax: (231) 025552798
17. Malawi
Loita House
Corner Victoria Avenue
and Henderson Street
Private Bag 389, Chichiri
Blantyre 3 – Malawi
Tel: (265) 01 822 099 / 808
Fax: (265) 01 820 583 / 822 683
18. Mali
Place de la Nation
Quartier du Fleuve
B.P. E1272
Bamako – Mali
Tél. : (223) 20 70 06 00
Fax : (223) 20 23 33 05
19. Niger
Angle Boulevard de la Liberté
et Rue des Bâtisseurs
B.P. 13804, Niamey – Niger
Tél. : (227) 20 73 71 81 – 83
Fax : (227) 20 73 72 03 – 04
20. Nigeria
Plot 21, Ahmadu Bello Way
P.O. Box 72688, Victoria Island
Lagos – Nigeria
Tel: (234) 1 2710391 – 5
Fax: (234) 1 2616568
21. Rwanda
Plot 314, Avenue de la Paix
P.O. Box 3268, Kigali – Rwanda
Tel: (250) 788 161 000
Fax: (250) 252 501 319
34. Ecobank Dubai
Level 26d, Jumeirah Emirates
Towers, Shaikh Zayed Road
P.O. Box 29926
Dubai – UAE
Tel: (971) 4 327 6996
Fax: (971) 4 327 6990
35. Ecobank Angola
Rua dos Coqueiros Nº 13
Bairro dos Coqueiros
C.P 25, Luanda – Angola
Tel: (244) 222 372 904
26. Tchad
Avenue Charles de Gaulle
B.P. 87
N’Djaména – Tchad
Tél. : (235) 2252 43 14 / 21
Fax : (235) 2252 23 45
36. Ecobank Development
Corporation (EDC)
B.P. 3261
Lomé – Togo
Tél. : (233) 21 25 17 23
Fax : (233) 21 25 17 34
27. Togo
20, Avenue Sylvanus Olympio
B.P. 3302
Lomé – Togo
Tél. : (228) 22 21 72 14
Fax : (228) 22 21 42 37
37. EDC Investment Corporation
Immeuble Alliance, 4ème étage
01 B.P. 4107 – Abidjan 01
Côte d’Ivoire
Tél. : (225) 20 21 10 44 /
20 31 92 24
Fax : (225) 20 21 10 46
28. Uganda
Plot 4, Parliament Avenue
P.O. Box 7368
Kampala – Uganda
Tel: (256) 417 700 100 / 102
Fax: (256) 312 266 079
38. EDC Investment Corporation
Rue Prince de Galles
2e Etage Immeuble ACTIVA
BP 15385 Douala – Cameroun
Tél. : (237) 33 43 13 60
Fax : (237) 33 43 13 77
29. Zambia
22768 Thabo Mbeki Road
P.O. Box 30705
Lusaka – Zambia
Tel: (260) 211 250 056 – 7
(260) 211 250 202 – 4
Fax: (260) 211 250 171
30. Zimbabwe
Sam Levy’s Office Park, 2 Piers Road
P.O. Box BW1464, Borrowdale
Harare – Zimbabwe
Tel: (263 – 4) 851644 – 9
Fax: (263 – 4) 851630
Tollfree: 0800 3280 000
31. EBI SA Groupe Ecobank
Les Collines de l’Arche
Immeuble Concorde F
76 route de la Demi-Lune
France
Tél. : +33 (0) 1 70 92 21 00
Fax : +33 (0)1 70 92 20 90
39. EDC Stockbrokers Limited
5 Second Ridge Link, North Ridge
P.O. Box 16746
Accra North – Ghana
Tel: (233) 21 25 17 23 / 24
Fax: (233) 21 25 17 20
40. EDC Securities Limited
Plot 21, Ahmadu Bello Way
P.O. Box 72688, Victoria Island
Lagos – Nigeria
Tel: (234) 1 761 3833 / 761 3703
Fax: (234) 1 271 4860
41. EDC Asset Management
Immeuble Alliance, 4ème étage
01 B.P. 4107 – Abidjan 01
Côte d’Ivoire
Tél. : (225) 20 22 26 68
42. eProcess International SA
B.P. 4385, Lomé – Togo
Tél. : (228) 22 22 23 70
Fax : (228) 22 22 24 34
39
EBI SA Ecobank group
Les Collines de l’Arche Immeuble Concorde F
76 route de la Demi-Lune 92057 Paris La Défense Cedex
www.ecobank.com

2011 EBI SA Annual Report

Transcription

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