Document émis électroniquement B47771 -Lisoo10846 déposé le 19/01/2015, MENTION Dénomination / Raison sociale de la Société : ERNST & YOUNG Siege Social : 7, rue Gabriel Lippmann - L-5365 Munsbach Numéro d’immatriculation au registre de commerce et des sociétés : BA7771 Les comptes annuels au 30 juin 2014 ont éé déposés au registre de commerce et des sociétés de Luxembourg, Pour mention aux fins de la publication au Mémorial, Recueil d Munsbach, le 16 janvier 2015 Signature Un mandataireDocument émis électroniquement Regine de Commerce t des Socdés B47771 -tisoo10846 enregaré et déposé le 19/01/2015 RCSLNT: BA7771 [Matricule: 1994 2206 103 BALANCE SHEET Financial year from ., 01/07/2013 to .. 30/06/2014 EUR ERNST & YOUNG 7, Rue Gabriel Lippmann L'5365 Munsbach ASSETS Referencels) Current year Previous year A. Subscribed capital unpaid na “ = LL Subscribed capital not called 1 Ps IL Subscribed capital called but unpaid we B. Formation expenses 1 " = C. Fixed assets 1 ” 31844015 ww 31844015, LL Intangible fixed assets a ™ 7 1. Research and development costs . : 7 2. Concessions, patents, licences, trade marks and similar rights and assets, ifthey were ms os "6 2) acquired for valuable consideration and need not be shown under C13 1 " 7 created by the undertaking itso 1 ” = 3. Goodwill,to the extent that it was acquired for valuable consideration na a 2 4, Payments on account and intangible fixed assets under development 1 a o Il. Tangible fixed assets be a 1. Land and buildings we a 2. Plantand machinery we Ps 7 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 Referencels) Current year Previous year 3. Other fixtures and fittings, tools and equipment na ™ » 4. Payments on account and tangible fixed assets under development ne = M UL Financial fixed assets me Note} is 31844015 we 1. Shares in affiliated undertakings.» » 31844015 2. Amounts owed by affiliated undertakings ne Notes “ 3. Shares in undertakings with which the company is linked by virtue of participating interests a a “ 4. Amounts owed by undertakings with which the company is linked by virtue of participating interests ne ” us 5. Securities held asfixed assets ne ” ue 6. Loans and claims held as fixed assets ne ” = 7. Own shares or own corporate units we ve D. Current assets na " 8 48677.899,10 L Inventories ns “ 6.490730.88 5844.502.05 1. Raw materials and consumables us us 2. Work and contractsin progress ” 649073088 5844.502.05 3. Finished goods and merchandise ne “ “ 4. Payments on account va “ “ I. Debtors ne ” 3604062630 4030277,14 1. Trade receivables ne “ 19.749.03438 18.459.911,57 a) becoming due and pay within one year ve ” 1974903438 18.450.911,57 'b) becoming due and pay after more than one year ve “ 2. Amounts owed by affiliated undertakings eT ™ 1487305478 20973.133,09, a) becoming due and pay within one year 1 m 1487305478 20973.133,09, 'b) becoming due and pay after more than one year wm a " 3. Amounts owed by undertakings with which the company is linked by virtue of participating interests 1 ™ " a) becoming due and payable within one year 1 » = 'b) becoming due and payable after more than one year na “ 2 4. Other receivables ne LAB 537.14 869,732.48 a) becoming due and pay within one year ne = 141853714, 869,732.48 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 Referencels) Current year Previous year 'b) becoming due and payable after more than one year 1 . “= UL Transferable securities ve ” 32776 ww 27288 1. Shares in affiliated undertakings {and in undertakings with which the company is linked by virtue of participating interests v0 ” = 2. Own shares or own corporate units ne ” 3. Othertransferable securities je ” 32776 ow 27288 IV. Cash at bank, cash in postal cheque accounts, cheques and cash inhand " 183305219 E. Prepayments 1 ” 30172127 TOTAL (ASSETS) = 4498489855 4708091 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 LIABILITIES Referencels) Current year Previous year A. Capital and reserves bo os 60740303 57745913 1. Subscribed capital we Notes as 11050.000,00 ss 1.050.000,00 IL Share premium and similar premiums we = a IIL Revaluation reserves w * os IV. Reserves be vo 105,000.00 aw 1. Legal reserve 1 Notes 105,000.00 a 2. Reserve for own shares or own comporate units 8 » a 3. Reserves provided for by the aticles of association ss o 4, Other reserves bs . o V._ Profit or loss brought forward 0 Note? a 173245913 2069.571,94 Vi. Profitorloss forthefinancial year os 118486216 337.11281 VIL Interim dividends 1 os a Vl, Capital investment subsidies be Pn IX. Temporarily not taxable capital gains wo 2 = B. Subordinated debts 1 o = © Provisions a * 221964297 an 1. Provisions for pensions and similar obligations bs os ™ Provisions for taxation we ss 1.005.195,61 ane 1.005.133.61 Other provisions wo . 121448736 a 900.000,00 D. Non subordinated debts we oe 4215785255 sw 45,753.241,99 1. Debenture loans 1 * ve a) Convertible loans we = va |) becoming due and payable within one year we ” ne |) becoming due and payable aftermore than one year ya “ va 'b) Non convertibleloans be ” bo |) becoming due and payable within one year wa ” a |) becoming due and payable aftermore than one years * 2. Amounts owed to credit institutions we a 4) becoming due and payable within one year 9 . 00a 'b) becoming due and payable aftermore than one year» “ ve The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 Referencels) Current year Previous year 3. Payments received on account of orders as faras they are not deducted distinctly from inventories a * 522946185 5313.967,43 4) becoming due and payable within one year we s 522946185 5.313.967,43 'b) becoming due and payable aftermore than one year su “ we 4. Trade creditors we 131420987 3801.82 4) becoming due and payable within one year 1 “ 131420987 ay 3801.827,71 'b) becoming due and payable aftermorethan one yearn ™ ” 5. Bills ofexchange payable be bs oe 4) becoming due and payable within one year wo * ve 'b) becoming due and payable aftermore than one yearn » = 6. Amounts owed to affliated undertakings 1» » 1312921530 aw 15.535.817,83 4) becoming due and payable within one year oa * 1312921 ‘0 1553581 'b) becoming due and payable aftermore than one year ss = oo 7. Amounts owed to undertakings with which the company is linked by virtue of participating interests we = me 4) becoming due and payable within one year we ” ms 'b) becoming due and payable aftermore than one year sum “ * 8. Taxand social security debts in os 423690090 an 3.331.182.03 a) Taxdebts we Notes an 343285413 ) Social security debts we ~ 808.086,77 ms 9. Other creditors we ” 18.248.06463 im 17,769.968,02 4) becoming due and payable within one year we ” 18.248.06463 40 17,769.96 'b) becoming due and payable aftermorethan one year 4 “ = E. Deferred income we a we TOTAL (LIABILITIES) “ 4498489855 4708091647 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNT: BA7771 [Matricule: 1994 2206 103 PROFIT AND LOSS ACCOUNT Financial year from ., 01/07/2013 to .. 30/06/2014 EUR ERNST & YOUNG 7, Rue Gabriel Lippmann L'5365 Munsbach CHARGES. Referencels) Current year Previous year 1. Use of merchandise, raw materials and consumable materials “ ” «= 2. Other external charges we “ AS55085 67 os 50610588.90 3. Staff costs we Note ws 57.187675.96 oe 68.982.115.63, a) Salaries and wages wo ” 5080967885 ay 63239,705,03, b) Social security on salaries and wages su» “ B7NA95AS ow ©) Supplementary pension costs ve oo 257650166, 4) Other social costs ws « ow 4. Value adjustments ws “ 8979100 ow 21459936 2) on formation expenses and on tangible and intangible fixed assets, . on b)oncurrent assets « 8979100 ow 21459936 5. Other operating charges ves oe « 6. Value adjustments and fair value adjustments on financial fixed assets... Po ow 7. Value adjustments and fair value adjustments on financial current assets. Loss on disposal of transferable securities a e 8. Interest and other financial charges.» . 43727951 a 79893107 2) concerning affliated undertakings ss» o 38840180 a 7692241 b) other interest and similar financial charges 0 o 4887771 os 122008.65, 9. Extraordinary charge we « 5425271 a 2407975, The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 Referencels) Current year Previous year 10.Income tax e « 0.00 a 9471100 11. Other taxes not included in the previous caption wo ” 6200 a 14565,00 om ” 118486216 ww 337.11281 TOTAL CHARGES “ 10450770757 as 12113249271 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement RCSLNe.: 84771 [Matricule: 1994 2206 103 B. INCOME Referencels) Current year Previous year 1. Net turnover om Notes 9622470260 is 93.966,380.24 2. Change in inventories of finished goods and of work and contracts in progress me we 73073441 as 3. Fixed assets under development me ws ms 4, Reversal of value adjustments o w = 2). on formation expenses and on tangible and intangible fixed assets a ‘0 b) oncurrent assets mm 1 2 5. Other operating income a : 218854735 on 2797-34532 6. Income from financial fixed assets ins “ 0.00 9.290.700,00 2) derived from affiliated undertakings 000 nw 9.290,700,00 b) other income from participating interests a . 7. Income from financial current assets . 0.00 2) derived fromaffilated undertakings ys * b) other income from financial current assets mm * 5488 0.00 8. Other interest and other financial income i 446.941,89 485,002.74 2) derived from affiliated undertakings» * 30647103 34080785, b) other interest and similar financial income om " 14047086 on 136.9489 9. Extraordinary income = Note10 as 492072644 1 14.109.540,16 12. Loss for the financial year mm " 000m 0.00 TOTAL INCOME . 10450770757 12113249271 The notes in the annex form an integral part of the annual accountsDocument émis électroniquement Emst & Young S.A. 7, rue Gabriel Lippmann Pare d’Activité Syrdall 2 1L-6365 MUNSBACH. R.C.S Luxembourg B47 771 NOTES TO THE ACCOUNTS As at June 30, 2014 (Expressed in EUR) Note 4 - General information Emst and Young (hereafter the Company") was incorporated on 25 May 1994 and organised under the laws of Lummbourg as a "Société Anonyme” for an unlimited periods. The Company's financial year starts on July tet ‘of each year and ends en June 30 ofthe folowing year. ‘The registered office of the Company is established in 7, Rue Gabriel Lippmann, Parc activité Syrdall 2, L- ‘5365 Munebach, ‘The Company's abject is the execution of any audit work and any accounting, tax, economic and financial expertise, any mandate regarding technical, administrative or commercial organization, ax well as any actvlies direct linked to the professions of independent auditor, accounting, tax, economic, financial or organizational ‘sdvisor. The Company may invest in participations in any company exercising simiar or complementary activites ‘The Company is included in the consolidated accounts of Emst & Young Europe LLP forming the largest body ‘of undertakings of which the Company forms 2 part as a subsidiary undertakings. These consolidated accounts are avallable at Emst & Young LLP, Becket House, 1 Lambeth Palace Road, London SE1 7EU, United Kingdom. Note 2- Summary of significant accounting policies ‘Baxls of preparation ‘The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements, ‘Accounting policies end valuation rules are, besides the ones laid down by Law, determined end appiled by the Board of Directors, Financial fed assets ‘Shares in affiated undertakings held as fixed assets are valued at purchase price Including the expenses Incidental thereto, Incase of a durable depreciation in value according to the opinion of the Board of Directors, valve adjustments are made in respect of fixed assets so thet they are valued at the lower figure to be attributed to them at the balance sheet date, These value adjustments are not continued ifthe reasons for which the value adjustments ‘were made have ceased to apply. ‘Work and contracts in proaress Work and contracts in progress is valued based on the estimated amount billable to the client. The accompanying notes form an integral part ofthese accountsDocument émis électroniquement Emst & Young 8. 7, rue Gabriel Lippmann, Pare @’Activits Syrdall 2 1L-5365 MUNSBACH RCS Luxembourg B47 771 NOTESTO.THEAGCOUNTS As at June 30, 2014 {Expressed in EUR) Debtors Debiors are valued at their nominal value. They are subject to velue adjustmenis where their recovery is ‘compromised. These valve adjustments are not continued i the reasons for which the value adjustments were ‘made have caased to apply. oreian curency translation ‘Transactions expressed in currencies other than the currency ofthe annual accounts are transiated to EUR at the exchange rele effective at the timo of the transaction. Formation expenses and long-term assets expressed in curencles other than the currency ofthe annual ‘accounts are translated inio EUR at the exchange rate effective atthe time ofthe transaction, At the balance ‘sheet date, these assets remain translated al historic exchange rates. Cash at bank is translated atthe exchange rate effective atthe balance sheet date. Exchange losses and gains ‘are recorded in the profit and loss account ofthe financial period. Other assets and tabillies are translated separately, respectively at the lower or at the higher ofthe value ‘converted at the historic exchange rate or the vaive determined on the basis of the exchange rates elfecive at the balance sheet date. The unrealised exchange losses are recorded in the proft and loss account. The ‘realised exchange gains and losses are recorded in the profit and loss account at the mament of reasation. Other Provisions Provisions are intended to cover losses or debts the nature of which is clearly defined and which, atthe date of {he botance sheet are either likely to be Incurred or certain to be incured but uncertaln as to thelr amount and orto the date on which they wil ase. Prepayments ‘This asset tem includes expenditure incurred during the fnancial year but relating to a subsequent financial veer. ‘Net tumovar ‘The net tumover comprises the amounts derived from the provision of services failing within the Company/'s ordinary activities, efter deduction of sales rebates and of value added tax and other taxes directly inked to the tumover. ‘The accompanying notes form an intogral part of these accounts OeDocument émis électroniquement Emst & Young S.A. 7, rue Gabriel Lippmann Pare Activité Syrdall 2 1L-5965 MUNSBACH R.C.S Luxembourg B47 771 ape NOTES TO THE ACCOUNTS As at June 30, 2014 (Expressed in EUR) Note 3 - Financial fixed assets ‘The movements of the period are as folows: Acquisition costs rene besnce | Acetone | Diroese Closing bance [Cemneare ce Ravaion SA 7a] 050 ‘0 Bae mst Yours Senices SA ans 00 000 2300.0) Fests] 000 000 EIKO Undertakings in which the Company holds atleast 20% in thelr share capital are as follows: Net acuta Underage egeeretance | Ovmerere —[eance soot cate | | Fro orn oth % ‘le any ‘ast trail yor concerned [Compagnie e Raven SA Terao wae Sr TOT | ay lems & Young Sevens S.A Lsenboug 000% 211434 27158. Note 4- Affiliated undertakings ‘The sffiiated undertakings are those of the Emst & Young group in Luxembourg but also those headed by Emst & Young Europe LLP. The consolitaton of Emst & Young Europe LLP includes more than 200 ‘companies from the Emst& Young networkin Europe. Note 5 - Subscribed capital ‘As at 30 June 2014 the subscribed capital arrounts to EUR. 1.050.000 represented by 1.000 shares with a ‘nominal value per unt of EUR 1.050 EUR, Note 6 - Legal reserve Luxembourg companies are required to allocate toa legal reserve a minimum of 6% of the annual net income Ln this reserve equals 10% ofthe subscribed share capital, This reserve may not be distributed, Note 7 «Profit or loss brought forward ‘The movements forthe penod are as tolows: BO June 2014 _30 June 2013 tent rin ia was “aah ptt ee — eae rh acon wana tte se 4Document émis électroniquement Emat& Young $A, Trrve Cabral Lippmann Parc d'Activité Syrdall 2 see MUNSBAGH RES Lanimauest ar NOTES TO THE ACCOUNTS. As at June 30, 2014 (E>pressed in EUR) Note 8 - Taxation ‘As from the Financial year 2004, the Company is subject to a taxation based on fiscal consolidation of his Parent company Emst & Young Luxerrbourg S.A, together with is subsidiaries (the Emst & Young Group in Luxembourg”) Noto 8 - Not tumover ‘The services rendered by the Company are principally performed on the tertiory of the Grand Duchy of Luembourg. Note 10- Extraordinary income ‘The extraordinary income for the year ended June 30, 2014 is mainly composed of a EUR 4.900.000 joan waiver granted by Emst & Young Services SA Note 11 - Start ‘During the financial period, the Company employed an average of 472 full ime employees (2013: 450 full ime employees). Note 12- Off balance sheet commitments ‘A bank system of cash-management isin place with a bank, of which Emst & Young Luxembourg has been ‘assigned as "PookLeader” and the other enilies of the Emst & Young group in Luxembourg as "Particpating ‘Companies’. ‘The Company has no engagement of bank guarantees. Note 13 snsion obligations ‘The Emst & Young group in Luxembourg has pul in place for its stafl a pension plan by Emst & Young Intemational Pension Scheme SEPCAV. Note 14. Members of the administrative, managerial and supervisory bodies During the financial period, no advances nor loans have been granted to the members of the administrative, ‘managerial and supervisory bodies. Moreover, na remuneration has been allocated to members of supervisory ‘or administrative bodies for their function in that body. The accompanying notes form an integral part ofthese accounts -eDocument émis électroniquement Management Report as at 7 November 2014 Dear Shareholders, We are pleased to provide you, for your approval, with the annual accounts as at 30 June 2014 of Emst & Young S.A. (hereafter the “Company"). The main activities of the Company are the provision of any audit work and any accounting services. ‘The Company is included in the consolidated accounts of Ernst & Young Europe LLP. The consolidated annual accounts are giving the global view of the activities and results of all the entities of the Ernst & ‘Young Europe LLP group. During the financial year ending 30 June 2014, the Company achieved a turnover amounting to EUR ‘96,224,702.60. The staff costs are amounting to EUR 57,187,675.96. The financial year is closing with a profit at the amount of EUR 1,184,862.16. Taking into account the loss brought forward as at 1 July 2013 amounting to EUR 1,732,459.13, we Propose the following allocation: EUR Loss brought forward = -1,732,459.13, Profit for the year 1,184,862.16 Loss carried forward “547,596.97 Despite the total amount of losses, we propose to continue with the activities of the Company. For the fifth year in a row, EY in Luxembourg has been able to deliver a robust growth. This means we grew our business over the last five years, a period in which the European and World economies are ‘marked by a severe financial and economic crisis and, in turn, slow growth. Looking forward, we are confident that EY in Luxembourg will continue to grow its business, ‘The Company is not operating direct activities in research and development. However, within its felation with EY Global, one of the first leading international audit, tax, transaction and advisory services firm, the Company is beneficiating of the work of research and development, particularly on methodology, performed worldwide. ‘There has been no subsequent event, having an impact on the annual accounts as at 30 June 2014, Page 1/3Document émis électroniquement Risk management The Company works with a wide range of stakeholders and faces a number of risks, We uphold them acting with integrity and demonstrating that as a firm our values are critical to our reputation and sustained success. Managing risk is a strategic priority for the management of the Company, we spent time looking keenly at the world around us, speaking with people inside and outside of EY: leading thinkers, clients and our people. Our culture: commitment to quality. Our infrastructure has been designed to support quality. ‘The principal components of our quality-control program are the following: ‘+ Instiling professional value. © The senior leadership set the right tone at the top and demonstrating through its behaviour and actions. 9 We promote a culture of integrity, as well as the performance of high-quality audits, ‘among our professionals, bind by our Global code of conduct. + Internal quality-control system. We continue to invest in initiatives to promote enhanced objectivity, independence and professional scepticism. + Client acceptance and continuance. Our global client acceplanice and continuance polity sels our principles to determine whether to elther accept a new client or a new engagement or to continue an existing client or engagement. ‘+ Performing audits. Our EY Global methodology provides a global framework for high-quality audit services through the consistent application of thought processes, judgments and procedures in all engagements. + Review and consultation. Our policies describe the requirements for timely and direct executive participation on audit and the level of reviews of the work performed. Our consultation requirements are built upon a culture of collaboration and designed to involve the right resources. Engagement quality reviews are performed by audit partners in compliance with professional standards. ‘+ Audit partner rotation. EY supports mandatory partner rotation to help strengthen auditor independence. We comply with the requirements set up by IESBA and Luxembourg Law, as well as the SEC where required. + Audit quality reviews. The global audit quality review program is the cornerstone to EY's effort to maintain and improve audit quailty. + External quality-assurance review. The Company audit practice and its registered statutory auditors are subject to annual inspection by the CSSF. ‘* Independence practices. EY's independence practices are designed to enable EY in Luxembourg and our people to comply with the independence standards applicable to specitic engagements * Creating high-performing teams. EY is bullding a better working world for its people by recruiting, managing and retaining top talent and developing the highest-performing teams and outstanding leaders, Page 2/3Document émis électroniquement Jean-Miché! PACAUD Page 3/3Document émis électroniquement BDO mans! rena ae REPORT OF THE REVISEUR D’ENTREPRISES AGREE To the Shareholders of ERNST & YOUNG 7, Rue Gabriel Lippmann +5365 MUNSBACH Report on the annual accounts Following our appointment by the General Meeting of the Shareholders, we have audited the accompanying annual accounts of ERNST & YOUNG, which comprise the balance sheet as at 30 June 2014 and the profit and loss account for the year then ended, and a summary of significant accounting policies and other explanatory information, Responsibility of the Board of Directors for the annual accounts ‘The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annuat accounts that are free from material misstatement, whether due to fraud or error. Responsibility of the réviseur d’entreprises agréé ‘Our responsibility is to express an opinion on these annual accounts based on our audit, We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier, Those standards require that ‘we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are tree trom mavertat misstatement. ‘An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the réviseur d’entreprises agréé’s judgment, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the réviseur d'’entreprises agréé considers internal control relevant to the entity's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. ‘An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts, $0 ate, Sx sna Ree toler 8370 220 sat ocd nye card in Leo 9 member f 00 teatime, UX cgay Uns by gaat, oom pa (etna 00 etna of nascent um, BOO tw brand mame fre DD reek an ech We BOG rb FiDocument émis électroniquement |BDO We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion, Opinion In our opinion, the annual accounts give a true and fair view of the financial position of ERNST & YOUNG as of 30 June 2014, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. Report on other legal and regulatory requirements ‘The management report, which is the responsibility of the Board of Directors, is consistent with the annual accounts. Luxembourg, 26 November 2014 800 Audit Cabinet de révision agréé Fepresented b} Daniel Croisé 100 aus, Seid drone RES tmenbouy 81570 100 sat, acl rcp ncaa nebo, mente 400 eat ned, 2 UE company ted yur, an far pst ‘Tipe btn 800 euro of ndepegen mabe ee BOO rebrand ae rhe BO eter rar ence the b00 Me P