UBCI Annual Report - BNP Paribas

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UBCI Annual Report - BNP Paribas

UBCI Annual Report

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UBCI Annual report


Contents

CHAIRMAN’S STATEMENT 4

KEY FIGURES 2009 8

CAPITAL STRUCTURE 9

MEMBERS OF THE BOARD OF DIRECTORS IN 2009 10

MEMBERS OF THE GENERAL MANAGEMENT IN 2009 10

MEMBERS OF THE EXECUTIVE COMMITTEE IN 2009 11

HIGHLIGHTS OF THE YEAR 2009 12

ECONOMIC AND FINANCIAL SITUATION 16

• International Economic Environment 18

• National Economic Environment 22

• Sector-Based Overview 26

UBCI ACTIVITIES AND RESULTS IN 2009 32

• Commercial Activities 34

• Main Volumes 38

• Results 40

• Balance Sheet 42

UBCI Share 43

• Subsidiaries’ Activities 44

A GLIMPSE OF BNP PARIBAS GROUP AT 31ST DECEMBER 2009 48

Auditors’ General Report 50

Auditors’ Special Report 52

UBCI plC FINANCIAl STATEMENTS 54

AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS 91

CONSOLIDATED FINANCIAL STATEMENTS OF UBCI GROUP 94

ORDINARY GENERAl MEETING OF JUNE 25Th 2010 124

DRAFT RESOlUTIONS OF ThE ORDINARY GENERAl MEETING OF JUNE 25Th 2010 125

ExTRAORDINARY GENERAl MEETING OF JUNE 25Th 2010 127

DRAFT RESOlUTIONS OF ThE ExTRAORDINARY GENERAl MEETING OF JUNE 25Th 2010 128


Chairman’s

Statement


Despite a relatively difficult international economic

environment, the national economy has shown a real resilience.

In fact, the year 2009 has registered a good touristic and

agricultural season, a recovery of export-oriented industrial

activities and further FDI and infrastructure projects.

All these positive factors combined, allowed to register a

3.1% growth of Gross Domestic product and to preserve the

overall balance in key economic aggregates.

During the fiscal year 2009, UBCI has continued adapting

its organization while accelerating the expansion of its

customer base as well as maintaining a program of network

densification and innovation in products and services.

At the organizational level, internet telephony (VOIp) has

been set up with a single phone number 81 100 000, offering

a better quality of service and accessibility for customers.

The business facility has also be reorganized in line with

the expansion of the point of sales network: creation of two

new zones and three new Business Centers Individuals &

professionals.

The Network Expansion program has led to the opening of 5

new points of sales, thus improving gradually the networking

process across the country with a total of 108 selling points.

From now on, our Bank positions the fifth place of the sector with

a network market share of 9.5%, virtually unchanged compared

with the previous year. It should be stressed that since the

past five years, the investments related to the development

of the bank have been made from its own resources, without

indebtedness or contribution of our shareholders.

In the area of human resources development, a great effort of

recruitment has been made with 64 new recruits who joined

UBCI in 2009 incrementing our workforce to 1143 employees.

As regards products and Services Innovation, in 2009 the

range of products and services we offer on different customer

markets has been expanded further.

Regarding private Individuals and professionals Market main

innovations have focused on launching following products:

- p lan proprio-25 allowing a mortgage loan over a period of

25 years,

- 3 Times Card enabling customers to pay their spending

by 3 installments

- Annual Travel Assistance

On the Corporate Market, the range of cash managment

products we offer has also been enhanced particularly with

the following products:

- UBCI Cash Centralization, a cash management solution

allowing optimizing the management of cash ressources,

- Connexis Cash and Reporting to streamline flow

management and monitoring of the different accounts of

multi sales offices clients

The year 2009 has also been characterised by:

- The continuation of our Quality Approach with the

preparation of the upgrade to our ISO 9001 certification

(version 2008) for documentary credit, collection and

international transfer operations on the one hand, and the

implementation of a Quality Action plan involving the head

of departments as sponsors of a project impacting directly

the quality of our services to our clientele.

Annual Report 2009


- The rollout of the CIE approach(Continuous Improvement of Efficiency) to reduce

delays in setting up mortgage loans and the cost of immobilized cash.

- An UBCI seminar on the theme «The benefits of UBCI and challenges in an

environment of crisis» involving the Bank middle management and Sales Force

for an exchange on the performances in the various business areas and to

formulate ideas on the subject in question.

In terms of business and financial performance, these initiatives, combined with

the various actions undertaken by the different commercial divisions in terms of

commercial activities have resulted in satisfactory achievements for individual

customers.

however, many of our corporate clients have seen their foreign trade severely

constrained by a still depressed European market; this has not been without

impacting our performance in this market, which fell short of our ambitions.

In terms of volumes, Customer’s Resources have reached TND 1 398 million that

is, a 8% increase compared to the previous year. It is worth noting that the effort of

collecting non-interest-bearing resources ensured the control of the average cost

of our resources.

Credits outstanding to customers reached TND 1 165 million, a 7% increase in

comparison with 2008

In terms of Risks, confirming the Bank’s cautious management and the controled

development of our credit outstanding, the rate of doubtful claims improved

appreciably being brought back to 8.2%, with, at the same time, an improvement

of the provisioning rate up to 74,54%.

In terms of profitability, net banking income was impacted by the decline of MMR

of 101 points and stood at TND 92.5 million, representing a slight decrease of 0.7%

compared to the previous year.

The Operating Expenses (before provisions) reached TND 64 million, that is to say

a restrained progression of 7%.


As for the Net Result after tax, it reached TND 22,5 million, down by 7% compared to the previous

year.

This result was also impacted by investments in the network whose profitability is delayed in time,

the contribution of new agencies to the results being TND -4.5 million.

The strategic orientations taken in development bear fruit, particularly in funding deposit taking

By the end of 2009, our network comprised 108 sales points and 113 ATMs, a Sales Force of over 500

account managers and an array of very competitive products. The recent changes in our organization

in line with our new size and capabilities of production support, monitoring, analysis, IT and human

resources should lead us to grasp the future with optimism.

All this, in order to reach our legitimate ambitions, in terms of quality of service, profitability and

market share gains.

Thanks to its association with the BNp paribas Group, and despite a strong competition and still a

difficult international environment, UBCI beneficiates today from the best strengths to win market

shares and be a major player on the field.

I would like on this opportunity to reiterate my sincere appreciation to our shareholders for their

permanent support, to our customers for entrusting us and being each day more numerous in having

chosen UBCI and to our staff for its reliability and dedication.

Slah-Eddine BOUGUERRA

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Key Figures

2008 2009 Variation 09/08

BALANCE SHEET

Total Assets 1 691 703 1 770 535 4,66%

Customer Deposits and Assets 1 298 708 1 398 269 7,67%

Customer loans (net of provisions)

RESULTS

1 247 762 1 164 634 -6,66%

Net Banking Income 93 157 92 553 -0,65%

Operating Expenses (before provisions) 59 956 64 166 7,02%

Gross Operating Result (before provisions) 30 039 26 853 -10,61%

Reserve Charges 2 532 1 888 -25,43%

Current Operating Result 32 571 28 741 -11,76%

Net Result (after tax) 24 148 22 523 -6,73%

DIVIDENDS 10 600 12 500 18%

NET STOCKHOLDERS’ EQUITY BEFORE DISTRIBUTION 175 609 187 438 6,74%

FINANCIAL & PRUDENTIAL RATIOS in points

Operating Ratio 64,36% 69,33% 0,05

Return on Equity (R.O.E.) (before distribution) 13,75% 12,02% -0,02

provisions against Risk (COOKE)

STOCK MARKET VALUE

10,29% 10,88% 0,01

Share price (at 31/12 in TND) 47,00 52,00 10,64%

Market capitalization (at 31/12) 470 000 520 000 10,64%

STAFF 1134 1143 9

NUMBER OF BRANCHES 103 108 5


CAPITAL STRUCTURE

Capital Structure

Share Capital as at 31.12.2009 50.000.000 dinars

- Number of shares : 10.000.000

- Nominal value : 5 dinars

HOLDINGS STRUCTURE

- BNp pARIBAS Group – B.D.D.I. participation 50 %

- private Tunisian Shareholders 50 %

Annual Report 2009


Members of

The board of directors

Chairman

- Mr Slah-Eddine BOUGUERRA

Directors

- Mr Tahar BOURIChA

- Mr Alain BISCAYE

- Mr André ChAFFRINGEON

- Mr Jacques DESpONTS

- Mr Michael pEREIRA Representative B.D.D.I. participation

- Mr Béchir TAMARZISTE Representative MENNINx hOlDING

- Mr Mohamed RIAhI

Auditors

1/ MTBF – PRICE WATER HOUSE COOPERS

2/ ECC – MAZARS

Members Of The General Management In 2009

Chairman and Managing Director Mr Slah-Eddine BOUGUERRA

Deputy Managing Director Mr Alain BISCAYE

General Secretary Mr laurent ROMANET


Mr Slah-Eddine BOUGUERRA

Chairman and Managing Director

Mr Alain BISCAYE

Board Member

Deputy Managing Director

Mr laurent ROMANET

General Secretary

Mr Slim ChEKIlI

Head of Strategy

and Business Development

Mr Mounir DRISSI

Head of Compliance

Mr Nabil GATTI

Head of Corporate Banking

Mrs habiba hADhRI

General Inspector

Mr Mohamed lASRAM

Head of Legal and Fiscal Affairs

Mr Elyès OUARDI

Head of Human

Resources

Mr Ali RAFRAFI

Head of Operations

Mr Fabien RIGUET

Head of Sales and

Marketing Network

Mrs Mouna SAIED

Head of Dealing Room

Mr Jean-Eric STOlTZ

Head of Credit and Risk

Mr Mouldi ZAIENE

Head of Accounting

and Financial Control

Members Of The Executive Committee

Annual Report 2009


JANUARY

• Sponsorship: organization of the

contest «My best SOS village

drawing» with the theme of

environment, with children from

the 3 sites: Gammarth, Siliana

and Mahres. Savings books and

educational gifts have been given to

participants.

FEBRUARY

• Opening of the Montfleury branch

Highlights

MARCH

• Sponsorship : UBCI as premium Sponsor of

the 30 th anniversary of the German-Tunisian

Chamber of Industry and Commerce

APRIL

• Operation UBCI

Sponsorship 2009

meant for private

Individual customers

UBCI won the “Communication

Grand prix 2008” in the category

«Banking and Finance”.


MAY

• launching of the Savings plan «pROpRIO 25» allowing its subscribers to access a

mortgage loans reimbursable over 25 years

• Implemention of the integrated version of the application “trading portfolio”,

allowing a better control of credit risk.

JUNE

• Implemention of at distance account opening procedure via www.ubcinet.net

for Tunisians Abroad

• participation in Tunisian Real Estate Fair in paris (SITAp) in order to present the

UBCI offer (pack YASMINE ,....) to the Tunisians living in France

• launching of UBCI Cash Centralization, a cash management solution for companies,

• launching of Multi-Risk housing for Tunisians Abroad.

• Securing ATMs with Internet protocol to strengthen the

security of external flows and safeguard against intrusions.

• Opening of the branch banks in Jendouba and Mornag


Union Bancaire pour le Commerce et l’Industrie

JULY

• Revision of CREDITRAVO ceiling up TND 20 000.

• Setting up of internet telephony (VOIP) with a single phone

number 81 100 000 for a better quality of service

AUGUST

• Launching of the 2009 UBCI VISA Card Contest .

SEPTEMBER

• Opening of a branch in Le Kef.

Highlights

SUITE SUITE SUITE

OCTOBER

• Launching of the 3 Times Card, enabling its holder to pay by 3

installments

• Launching of the Annual Travel Assistance

• Launching of Connexis Cash, a cash management product intended

for companies


NOVEMBER

• Commercialization of the first Bluetooth EPT in response to specific needs

of a supermarket brand.

• Reorganization of the commercial network with the creation of two new

zones and three new Individuals & Professionals business centers.

• Rollout of the CIE project (Continuous Improvement of Efficiency) related

to realestate credits and treasury, contributing to reduce for disbursement

of realestate credits and the cost of immobilized funds.

• Launching of the Annual Travel Assistance

• Launching of Connexis Cash, a cash management product intended for

companies

DECEMBER

• Taking part in the 3 rd edition of “International Fair of Banking

and Electronic Banking Services“ an opportunity to announce

the latest news: MOBIGAB, GABI, Vitava Pack and a new

generation of ATM’s

• Inauguration of our 108 th branch in Denden by the Governor

of the Central Bank of Tunisia

Annual Report 2009


Economic

and Financial

Situation


International

environment

At the end of 2009, the international environment was marked by the

continuation of the fallout of the global financial crisis on all economies

of the world, albeit to different degrees. The difficulties of the financial

system, particularly the collapse of several banks and financial institutions

and the lack of liquidity, in addition to loss of confidence among investors

and consumers, have affected the pace of economic activity. This resulted

in a recession in industrialized countries and a slowing down of economic

growth in emerging and developing countries, particularly those highly

dependent on exports and basic production. This situation has affected

the evolution of employment and unemployment rate has reached a fairly

important extent in the major industrialized countries, which had an

impact on household consumption.

World trade has also been affected by the economic downturn experienced

by the main development poles worldwide, with the exception of Asian

countries like China and India.

Moreover, in a global economic environment marked by a decrease in

investors’ confidence, foreign direct investment flows fell. As for foreign

exchange markets, they have been characterized by further fluctuations,

in particular, an increase in the exchange rate of the euro vis-à-vis the

U.S. dollar. To support economic activity, particularly in industrialized

countries, major central banks intervened to further ease monetary policy

by lowering the key interest rates.

Meanwhile, the adoption of important fiscal stimulus packages caused a

rising in the public debt and a growing budget deficit in some countries

which have entered a serious crisis such as Greece.


1 - Economic Growth

After the entry into recession of major industrialized countries

in the last quarter of 2008, economic growth has began to

improve starting from the third quarter of 2009, through

harmonized and unprecedented procedures of international

institutions, governments and monetary authorities meant

to support economic activity, particularly through fiscal

stimulus packages and easing of monetary policies.

In this context, the IMF revised its growth forecast for the

global economy by reducing the rate of expected recession in

2009, which stood at 0.8% against 3,0% in the previous year.

In the United States, economic growth stood at - 2.5% in 2009

against 0,4% over the whole year 2008.

The Eurozone is also sinking into recession with a growth

rate of -3.9% recorded in 2009 against 0.6% in 2008.

For the whole year 2009, Japan posted a fall of -5.3% against

a drop of -1.2% recorded in 2008.

China recorded a growth of 8.7% in 2009 against a growth

rate of 9.6% over the whole year 2008.

In emerging and developing countries, the weakening of

growth was recorded in 2009 with a rate of 2.1% against 6.1%

in 2008.

2 - Unemployment

During the year 2009, the employment situation has worsened

in industrialized countries with unemployment reaching the

threshold of 10% or more in some of these countries, despite

the recovery of economic activity, especially during the last

quarter of the year.

The unemployment rate has reached, in particular:

- 10% in the United States in December 2009, against 7.4%

during the same period of 2008;

- 10% in the Eurozone in December 2009, against 8.2% in

December 2008;

- 5.1% in Japan in December 2009, against 4.3% a year earlier

3 - Commodity market

After their fallback by the end of 2008 and during the first

months of 2009, prices have shown a rising trend, especially

since the month of May in connection with the signs of

recovery of world economy and consolidation of international

demand.

The price of crude oil ended the year 2009 at USD 77.93

a barrel for Brent and USD 79.36 for light, an increase of

71% and 78% respectively, compared to end of 2008. This

increase is attributable to the resumption of global demand,

the persistence of geopolitical tensions and the fall of the

exchange rate of USD.

As regards other commodities, the prices registered a sharp

rise in 2009, reaching record levels for certain commodities

like sugar (+138% between 2008 and 2009), whose prices

have benefited from increased imports from India, following

the low level of harvest, and copper (+153%), which saw

prices soar due to rising imports from China and mine strikes

in Chile.

As for precious metals, gold prices reached a record level of

USD 1216 an ounce in early December 2009 before running

slow to close the year at about 1097 dollars per ounce (a

rise of 27% compared to the end of 2008). This reflects, in

particular, the depreciation of USD and the sale of a certain

amount of gold by the IMF to central banks of some countries,

particularly to India.

4 - Inflation

After a relatively long period of decline, consumer prices rose

again in the major industrialized countries since November

2009. For the whole year 2009, the inflation rate reach

• -0.4% in the United States against 3.8% in 2008;

• 0.3% in the Eurozone against 3.3% in 2008;

• -1.4% in Japan against 1.4% in 2008

Annual Report 2009


5 - The Foreign Exchange Market

The exchange rate of the euro ended the year 2009 at 1.4326 dollars, after

having exceeded the threshold of 1.51 dollars on November 25 of that year,

thus registering an increase of 2.5% compared to the end of 2008. This

increase reflects investor optimism about the recovery of the global economy

and the interest rate differential between the U.S. and the Eurozone. In turn,

the value of the yen vis-à-vis the dollar depreciated by 2.5% a year-end to

another.

6 - Intervention Rates

In the area of monetary policies and after certain central banks have followed

a policy of zero interest rates since late 2008, other central banks continued

to reduce their prime rates during the year 2009, the European Central Bank

and the Bank of England included.

Given the exhaustion of the scope of intervention through interest rates,

several central banks have resorted to the use of non-conventional monetary

policies to stimulate economic activity, in particular through the purchase of

securities and assets from the banking system and also businesses, in some

cases. With economic recovery, during the months of October, November and

December 2009 the Central Bank of Australia has increased the intervention

rate to bring it up to 3.75%; therefore, Australia was the first within the Group

of Twenty (G20) to tighten its monetary policy since the beginning of the

global financial crisis.


7 - Financial Markets’ indexes

Contrary to expectations and after reaching their lowest levels in March 2009, the stock indexes

showed a significant increase, particularly as regards the European stock exchanges. This reflects

investor optimism about the improving economic outlook, which has benefited in particular to stock

market related to commodities whose prices have risen because of the economic recovery and the

strengthening of the international demand.

Thus, at the end of 2009 the increase compared to the end of last year, was about 19% for the Dow

Jones stock index and Nikkei, and was about 22% for the CAC 40 and 44% for the Nasdaq.

Annual Report 2009


National Economic

Environment

During 2009, national economy was affected to some extent by the fallout

of the global financial and economic crisis on the trends in production

and exports of major manufacturing industries and on the pace of activity

in tourism and air transport. However, measures and actions taken to

support business and export sectors have reduced the negative effects of

this crisis, and especially safeguarded jobs.

By improving the level of agricultural production, particularly of cereals

and tree crops, and the continued growth of service activities at a

significant rate, in addition to lower commodity prices on the world

market in comparision to 2008, the Tunisian economy has managed to

achieve a growth rate of 3.1%, to preserve the overall balance and control

the level of inflation

1 - Foreign Trade

As regards Foreign Trade, the rate of coverage of imports by exports

has experienced a slight decrease of 2.4 points to stand at 75.8, due

to a decrease in exports at a faster rhythm than imports. The 2009

trade balance shows that exports have declined by 17.6% to stand at

19 469.2 million TND. As for imports, they decreased by 15% to stand at

25 692.4 million TND. Thus the trade deficit was reduced by 5.8% compared

to 2009, to stand at TND 6 223.2 million.

At the end of December 2009, the net assets in foreign currency stood at

13 260 million TND, the equivalent of 190 days of imports compared to

11 730 million TND and 140 days of imports over the same period of 2008.


2 - Inflation

In December 2009, the Consumer General price Index (CpI) rose at a 0.5% rate against 0.4% in December 2008. In terms of yoy,

the general price index rose at 4.3% in December 2009 against 4.1% during the same month of the previous year. Based on the

monthly average, inflation rate returned to 3.7% for the whole year 2009, against 5% the previous year.

Although the level of inflation recorded in 2009 is relatively high compared to levels reached in the different European

partner’s and competing countries of Tunisia, whose economies have experienced a decline in inflation, it was possible to curb

price increases and to resist the effects of the global financial crisis, notably through the pursuit of appropriate monetary

policy that has, at the same time, ensured an adequate evolution of monetary indicators and supported the State efforts to

boost and revitalize the economy.

3 - Monetary Policy

The Central Bank of Tunisia has continued to intervene in order to absorb the surplus of bank liquidity prevailing on the money

market. Regarding the weighted interest rate on overnight money market, it has fluctuated between 4.05% and 4.80%. As a

result, average money market settled at 4.22%, 4.29%, and 4.18% respectively during the month of October, November and

December (against 5.19% in December 2008)

4 - Foreign Exchange Market

On average, the dinar has reported in 2009 compared to 2008 a depreciation of 20.8% against the Japanese yen, of 9.6% against

the USD and 4.1% against the euro.

Average 2008 Average 2009 Variation in %

EUR/TND 1.8051 1.8787 4.1%

US$/TND 1.2309 1.3494 9.6%

YEN/TND 11.9204 14.4034 20.8%

Annual Report 2009


5 - Financial Market

The secondary market has been marked in the last quarter by the continued

uptrend of the TUNINDEx and dynamism observed in capital exchange on

the Stock Exchange quotation compared to the previous quarter.

The TUNINDEx index grew 5.6% in the fourth quarter of 2009 (against a

decline of 14% over the same period of previous year) to close the year

at 4.291.72 points, with an annual performance of 48.4% against 10.6% in

2008.

The annual transactions on the Stock Exchange totalized TND 1 814

million, 14% less than their 2008 level under the effect of block trades of

TND 697 million made in 2008 against TND 278 million in 2009.

Consequently, the level of daily exchange returned to TND 7.3 million

against TND 8.6 million in 2008.

Taking advantage of two new IpOs, the consolidation of own funds of

listed companies and the performance of their price qupotation, market

capitalization amounted to TND 12,227 million at the end of the year 2009,

up 47.3 % from its level of 2008 (TND 8.301 million). Foreign investors

share in such capitalization has fallen from 24.74% at the end of 2008 to

21.92% at the end of 2009 with a sale volume of TND 256.4 million against

acquisitions of TND 137.3 million.

During 2009, the number of UCITS (undertaking for collective investment

in transferable securities) has been expanded by a bond fund and eleven

mixed mutual funds.

The Net Assets of the UCITSin Tunis achieved TND 4 383 million at the

end of 2009, marking an evolution of 20.77% compared to 2008 (TND 754

million).


Tunisia: Main Economic Indicators

2008 2009

GDP(in Billion TND) 50,3 53,4

Growth rate 5.1% 3.1%

Agriculture and fishing

Manufacturing Industries

Non manufacturing industries

Market services

Non- market services

GDP Structure

Agriculture and fishing

Manufacturing Industries

Non manufacturing industries

Services

Miscellaneous

10,5%

20,2%

17,2%

41,5%

10,6%

Investments (in Billion TND) 12,5 13,8

In % of GDp 24,9% 25,9%

Saving ratio 23,4% 23,1%

Current deficit (in % of GDp) 4,3% 3,0%

Budget deficit (in % of GDp) 1,1% 3,8%

State indebtedness (in % of GDp) 47,5% 48,2%

Source: CBT, Ministry of Development and International Cooperation

6,0%

-6,0%

5,3%

5,5%

4,0%

10,9%

17,6%

17,4%

42,7%

11,4%

Annual Report 2009


Overview

Sector-based

Annual Report 2009


Overview

Sector-based

Economic activity has been marked in 2009 by an improvement in

agriculture production, particularly grain and tree crops, and further

progression of service activities at a significant rhythm.

1 - Agriculture and fishing

Following the increase of domestic production and lower import prices

expressed in dinars compared to 2008 (-39.5% for soft wheat, -36.8% for

durum wheat and -35.2% for barley), grain imports have fallen, during

2009, almost TND 828 million, to approximately 23.1 million quintals, a

decrease of 23.9% in volume and 44.2% in value.

As for the olive oil production, it is estimated at 150,000 tons for the current

campaign against 160,000 tons the previous campaign. Exports stood in

2009 at almost 142,000 tons worth TND 533 million compared to 169,000

tons and TND 759 million, knowing that the average price expressed in

dinar declined by 16%.

For citrus, the expected production for the 2009-2010 campaign is estimated

at 308,000 tons against 297,000 tons the previous campaign. Citrus exports

have already started and the export target is set at 25,000 tons for the

current campain against about 23 000 tons achieved last campain.

Regarding the livestock sector, production of fresh milk recorded at the

end of the month of November 2009 a 3.7% increase, whereas the amount

collected fell 1%, reaching respectively 973,000 and 522,000 tons. It should

be noted that the dairy industry has been characterized in 2009, compared

with the previous year, by a decline in the quantities of fresh milk delivered

to central milk plants to about 1% and a decline in production of industrial

milk by 3.5% against an increase in sales of pasteuri milk by 1%.


In the fisheries and aquaculture sector, production has

declined by about 1% during the first eleven months of 2009

compared to the same period the previous year, to fall to

93,000 tons. As a result of lower production and continued

growth of domestic consumption, exports of marine products

declined in 2009 by about 20% in volume and 23.5% in

value, reaching respectively approximately 16,000 tons and

TND 182 million

In this context, the food balance with the outside reached,

during 2009, a surplus of approximately TND 48 million

against a deficit of TND 751 million in the previous year

following a decline in imports at a faster pace than exports

respectively -39.1% and -11.8%. Therefore the coverage of

imports by exports has increased to reach 103% compared

to 71.1% in 2008.

2 - Industrial activity

During the first 11 months of 2009, the general index of

industrial production recorded a decrease of 5.3% against

a 3.3% increase for the same period in 2008. The decline

has affected the production of manufacturing industries

(-7.2% against an increase of 4.9% a year earlier) and mining

(-2.3% against -0.5%). however, production has rebounded

in the energy sector (2.7% against -3.2% a year earlier).

The deceleration in manufacturing production has affected

mainly the textile and clothing and the leather and footwear

industries (16% against +2.3% during the first 11 months of

the year 2008), the mechanical and electrical engineering

industries (-11% against +9.8%) and to a lesser extent, the

chemical industries (- 1%) and food industries (-1.7%).

As regards exports of manufacturing industries, they showed

a 13.7% decrease in 2009 against an increase of 19.8% a year

earlier. This decline has affected all sectors, including the

chemical industry (-43%), food industry (-17.5%), textiles and

clothing and leather and footwear (-8.9%) and mechanical

and electrical engineering industry (-3.7%).

3 - Tourism

For 2009, the number of foreign tourists decreased by 2.1%

against an increase of 4.2% the previous year, to reach

6.9 million. This is mainly due to the decline in flows of

Europeans (-8% against (+1.5% a year earlier), particularly

Italians (-13.7% against +0.2%), Germans (-7.3% against

+1.6%) and Frenchs (-3.6% against +4.5%), while the number

of Britons registered a significant recovery (8.2% against

-18.5%). In contrast, the flow of tourists from the Maghreb

rose by 7.9% against 8.4% in 2008, following the increase in

the number of libyans (12.9% against 14.4%), while flows of

Algerians have declined slightly (-0.7% against -1.3%).

Regarding the overall bed nights, they fell by 8.2% in 2009

against a 2% rise a year earlier, reaching about 35 million

bed nights. This decline affected most tourist areas, with a

decline ranging from 4.4% in the Tunis-Zaghouan area and

10.3% in the Djerba – Zarzis area. As a result, the occupancy

rate recorded a drop of 3,7 percentage points to reach 49.1%

against 52.8% in 2008.

Tourist receipts in foreign currency rose during 2009, by 2.1%

(-2.6% without the exchange rate effect) against 10.2% in

2008 reaching thereby the figure of about TND 3 460 million.

4 - Foreign Direct Investments (FDI)

The flow of FDI has registered a decrease of 32.3% to reach

TND 2 304 million in 2009 due to the unfavorable international

context.

Annual Report 2009


however, Tunisia has been able to strengthen its capacity to mobilize

FDI:

• Foreign Investment ratio to GDp increased by about 2% in 1996 to over

3.9% in 2009;

• The stock of FDI represents now about 31 billion dinars;

• The annual FDI flows have increased, the figures show that over the

last three years (2007-2009), FDI inflows have averaged 2.6 billion dinars

a year against TND 742 million per year during the period (1997-

2001) and TND 495 million per year during the period (1992-96);

• More than 3,000 companies with foreign participation are operating in

Tunisia today generating more than 300,000 jobs.

Furthermore, the contribution of foreign investment in the achievement

of national development is significant, because:

• FDI accounted, in 2009, 13.7% of the total investment and 24% of investments

in the private sector;

• The employment generated by FDI in 2009 accounted for 24% of new

jobs nationwide.


Overview

Sector-based

Rapport Annuel 2009


Activities

and Results

The UBCI In 2009

Annual Report 2009


UBCI Commercial

Activities

The main highlights of the year 2009 are as follows

1 - Reinforcement the commercial activity

Despite a difficult economic context, UBCI forged ahead in 2009 with the

development of its different customer markets.

On the private Individuals and professionals Market and in a more and

more competitive environment, the sales performances achieved have

been satisfactory in line with the objectives.

These achievements are partly the result of our strategy of network

expansion implement a ted in 2005 and that has materialized in a doubling

of the number of points of sale at the end of 2009.

The main significant achievements are :

- 20 678 news clients have been recruited

- A 14.1% growth of outstanding deposits, 15.2% of which in sight deposits.

- A 14.8% growth of outstanding loans, 15.2% of which in mortgage loans.

- A 11.8% increase of the card product stock, 13.4% of which in telematics

products.

Furthermore, the various training programs, accompanied by a widening of

our business offer, have led to greater efficiency resulting in better offers to

customers in products and services.

An increasing contribution of the new branches in commercial production

is also worth mentioning.

On the Corporate Market, the performances have been short of our

ambitions.


The more significant achievements are :

- The average outstanding of resources increased by 7,2% and

the outstanding of loans decreased by 6%

• The volume of commitments by signature (+4%) and foreign

commissions (+1.6%) have suffered the backlash of the

decline in import / export business. Indeed, a number of

our customers have seen their trade with other countries

heavily impacted by a still depressed European market.

• Regarding the enrollment of new customers, the results

have been satisfactory with a 15% increase of the number

of new clients, thanks to an important contribution of the

Italian Desk.

• All these performances have been realized with a good

control of the risks, illustrated by the decreasing percentage

of irregular accounts.

2 - Continuation of the network expansion

program

The opening of 5 new branches in 2009, bringing our network

to 108 branches, improved significantly the networking

process across the country.

The openings were carried out throughout the year according

to the following schedule:

- February: Montfleury

- June: Mornag

- September: le Kef

- December: Den Den

The network expansion program for the period 2009-2010

will bring our target network to 112 branches in 2010.

3 - Staff Recruitment and Skills Development

The network expansion program has been accompanied by a

significant integration of new recruits, who for the most part

have been assigned to sales functions.

UBCI workforce thus reached 1 134 employees by the end of

2009 with 57.3% of executives with an average age of 37.79

years.

4 - Reinforcement of brand awareness

The Communication Grand prix of 2008 in the category

«Banking and Finance» has been awarded to the UBCI by the

professionals for the saga of 2D TV spots on CREDISSIMMO

and YASMINE pack dedicated to Tunisians Abroad, aired on

TV in 2008.

Several cultural and social patronage initiatives have also

been taken in collaboration with the Association SOS Children

Village by reiterating the annual drawing contest «My Best

SOS Village Drawing”.

Ongoing communication has also been deployed throughout

the year via communication media offering optimum visibility.

5 - Development of the range of products and

services

Our commercial offer towards our various customer markets

has been significantly enriched:

On private Individuals and professionals Market the following

new products have been launched:

• plan proprio-25 with a allowing a mortgage loan over a

period of 25 years,

• 3 Times Card enabling customers to pay their spending by

3 installments

Annual Travel Assistance giving coverage abroad

On the Corporate Market, our commercial offer has also been

enhanced particularly with the following products:

UBCI Cash Centralization, a cash management solution allowing

optimizing the management of cash ressources,

Annual Report 2009


• Connexis Cash and Reporting to streamline flow management and monitoring

of the different accounts of multi sales offices clients

6 - Promotion of commercial and marketing actions

Initiatives taken in 2009 made it possible to reinforce the equipment rate

of our customers as well as to enrol new customers on various customer

markets especially with:

- promotion of card products with the UBCI-Visa Contest,

- The launching of a sponsorship for the enrollment of new customers,

especially Tunisians abroad.

- Taking part in several national events such as “International Fair of

Banking and Electronic Banking Services“.

- Taking part in the Real Estate Fair of the Tunisians living in France (SITAP)

- Organisation of various Challenges concerning Private Individuals and Professionals

Market as well as Corporate Market.

7 - Adaptation of our structures and organization

After the creation, in 2008, of Compliance a Department to ensure better

coherence of the internal control facility, internet telephony (VOIP) has

been set up with a single phone number 81 100 000, offering a better quality

of service and accessibility for customers. The business facility has also

be reorganized in line with the expansion of the point of sales network:

creation of two new zones and three new business centers Private Individuals

& Professionals.

8 - Promotion of Service Quality and Customer feedback

The continued development of our Quality Approach involved particularly:

- The preparation of the upgrade to our ISO 9001 certification (version 2008)

for documentary credit collection and international transfer operations,

- The implementation of a Quality Action Plan involving the Head of

departments as sponsors of a project impacting directly the quality of our

services to our clientele.


- The rollout of the CIE approach(Continuous Improvement

of Efficiency) to reduce delays in setting up mortgage loans

credits and the cost of immobilized cash.

The conduct of a UBCI seminar on the theme «The benefits of

UBCI and challenges in an environment of crisis» involving the

Bank middle management and Sales Force for an exchange

on the performances in the various business areas and to

formulate ideas on the subject in question.

Annual Report 2009


Main

Volumes

1. Customer Deposits and Assets

As of 31 December 2009, customer resources reached TND 1,398 million

compared with TND 1,299 million at end 2008, i.e., a 7,62% increase.

The increase can be accounted for by the evolution of sight deposits (up

by 11,2%), term deposits bearing moderate interest rates such as savings

accounts (up by 14,4%), short term notes and time deposits in dinars (up

by 2%).

Outstanding deposit certificates decreased by 13,2% compared with the

previous year (from TND 68 million in 2008 to TND 58 million in 2009).

As a result, the deposit structure stabilised enabling the bank to keep its

costs under control. Indeed, as of 31 December 2009, the stable resources

represented 52.87% of the overall volume of resources.

UBCI continues to exclude from its resources all investment operations

which give rise to illegal competition on the market. It is doing so for two

essential reasons: to keep costs under control and to abide by the banking

regulations in force regarding the setting of the upper limit on deposit

rates. As it belongs to a large international group, UBCI is ethically bound

not to infringe regulations.

In total, the cost of the bank’s resources fell by 87 basis points reaching

2.82% against 3.69% in 2008.


2. Customer loans

As of 31 December 2009, customer loans stood at

TND 1,249 million against TND 1,339 million at

the end of 2008, i.e., a 6,72% decrease.

Net of provisions totalling TND 84 million

(against TND 91 million a year earlier) dues from

customers stood at TND 1,165 million against

TND 1,248 million at end 2008, down by 6,7%.

The main decreases concerned the Discount

portfolio and credits on special resources which

fell by 5,17% and 18,8% respectively

Commitment by signature representing the

openings of documentary credits and issued bank

guarantees totalled TND 710 million compared

with TND 461 million on December 31st , 2008,

i.e., a 54% increase.

3. Risks

As of December 31 2009, nonperforming liabilities

represented 8.24% of customer gross assets

against 9.11% in 2008, reflecting an improvement

in risks quality.

At the same time, the provision ratio of

compromised claims increased slightly from

73.34% to 74.54% confirming the bank’s policy of

a cautious risk management.

4. Cash in hand

The reinvestments-resources coverage ratio

went up from 104% in 2008 to 120% at the end

of 2009 as a result of a same progression of

resources and reinvestments.

This situation is reflected in the cash flow

statement which posts as of December 31st

2009 a TND 267 million surplus against a TND

105 million surplus at the end of 2008.

5. Securities portfolio

UBCI Securities portfolio, consisting of investment

and transaction securities on the one hand and

equity securities on the other, stood at TND 115

million against TND 108 million on December 31

2008

The investment securities portfolio decreased

by TND 5.8 million and the commercial portfolio

increased by TND 1 million.

Annual Report 2009


Results

1. Net Banking Income

In 2008, the Net Banking Income (NBI) went down by 0.5% from TND

93million to TND 92.5 million.

Net interest on capital defined as the difference between the income from

customer loans and the cost of customer deposits – decreased by 1.9%

Net commissions grew by 8.4 % reaching TND 26.314 million.

proceeds listed under the investment securities portfolio decreased by

12.55%.

2. Operating Expenses

Overall operating expenses, including provisions and depreciation charges,

increased by 5.85% and stood at TND 66 million against TND 62.4 million

in 2008.

personnel expenses reached TND 38 million against TND 34.4 million in

2008 (up 10.34%) mainly because of the official salary increase and the

opening of new branches.

Other overheads fell by 0.1% reaching TND 17.95 million against TND 17.95

million in 2008.

The Cost/Income Rate which relates management charges (personnel

expenses + other overheads + depreciation charges) to the net banking

income changed for the better to 64.36% compared with 69.33% % in 2009.

3. Gross Operating Incom

The gross operating result stood in 2009 at TND 29 million against TND 33

million in 2008, i.e., a decrease of 11.76%.


4. Net Profit

After fiscal expenses of TND 6.2 million, the Net Result of the bank amounted to TND 22.5 million against TND 24.1 million in

2008, i.e., a 6.73 % fall.

2009 2008 Evolution

NET BANKING INCOME (NBI) 92 553 93 157 - 0.65 %

- Net Interests on Capital 52 631 53 643 -1.9%

- Net Commissions 26 314 24 273 +8.4 %

- Interest Income and Financial Operations 6 973 7 654 -8.9 %

- Investment Income 6 635 7 587 -12.55 %

OPERATING EXPENSES -66 098 - 62 447 +5.85 %

- personnel Expenses - 38 000 - 34 439 + 10.34 %

- Other Overheads -17 950 -17 968 - 0.1 %

- Depreciation, Depletion and Amortization - 8 216 - 7 549 + 8,84 %

- Allocation to provision on loans - 1 932 - 2 491 - 22.44 %

Other Operating Income 2 242 1 902 +17,88 %

- Allocation to provisions on Securities + 44 - 41 + 207.3 %

GROSS OPERATING INCOME + 28 741 + 32 571 - 11.76%

Capital gains / fixed assets disposal 62 23 +169.5%

TAX - 6 280 - 8 446 -25.65%

NET RESULT + 22 523 + 24 148 - 6.73 %

5. Net Profit distribution

le projet de répartition du résultat soumis à l’Assemblée Générale Ordinaire se présente comme suit :

Exercice 2009 Exercice 2008

Résultat Net 22 523 24 148

Report à nouveau 2 2

Bénéfices à répartir 22 525 24 150

Réserve à régime spécial -626 - 513

Réserve Extraordinaire -9 397 -13 035

Dividendes -12 500 - 10 600

Report à nouveau 2 2

le dividende par action est de 1.250 dinar au 31.12.2009, ce qui représente sur la base du cours de l’action UBCI au 31.12.2009

(52,000 dinars) un rendement de 2.4 %.

Annual Report 2009


Balance sheet

Total assets increased by 4.66% reaching TND 1 770 535 million against

TND 1 691 703 million in 2008.

1. Stockholder’s Equity

Before result distribution, the bank’s stockholder’s equity stands at TND

187 million representing 10.59% of the total assets, a rate that exceeds

largely the average in the sector.

After distribution and deduction of worthless securities, the bank’s net

stockholder’s equity will stand at TND 174 million on December 31st,

2009.

2. Working Capital

UBCI working capital increased by TND 6 million and stood at TND 91

million against TND 85 million in 2008.

3. Risk Coverage Ratio

The risk coverage ratio, equivalent to the COOKE ratio on the international

level which compares stockholder’s equity to total weighted risks, reached

10.51% on December 31st. For the record, the statutory threshold of solvency

is at 8%.

4. Financial Structure

UBCI maintains a solid financial structure, among the very best in the

market, thanks to:

- A stockholder’s equity/total assets ratio of 10.59%

- A stockholder’s equity/customer loans net of provisions ratio of 16.1%

- A GOR before provisions/total assets ratio of 1.73


UBCI Share

1. UBCI Share price

In 2009, the price of a UBCI share fluctuated between its highest level TND 53.530 and TND 44,320 dinars,its lowest level. At

end of year, the share was quoted at TND 52 (coupon off) achieving a rise of 11% compared with 31 December 2008.

During 2009, transactions with UBCI value concerned 148 769 shares, i.e., a volume of TND 7 093 504. As of December 31st

2009, UBCI market capitalisation totalized TND 520 million compared with TND 470 million at the end of 2008, placing it as

6th capitalisation of the banking sector.

2. Share indicators

2006 2007 2008 2009

highest 33,900 37,800 49,560 53,530

lowest 26,360 30,140 34,000 44,320

Average price in December 32,001 37,509 47,046 51,406

price on Dec 31st 32,020 37,410 47,000 52,000

Market capitalisation at 31/12 (thousand TND) 320 200 374 100 470 000 520 000

Coupon of the financial year 1,000 1,200 1,060 1,250

Coupon/NV 20% 24% 21% 25%

Annual Report 2009


Subsidiaries’ activities

MED FINANCE SICAF

As of December 31st 2009, MED FINANCE income fell by 8%, compared

to 2008, to KTND 408 against 444 in 2008. This income derived from the

collection of dividends paid by UTl (KTND 84), UBCI FINANCE (KTND 56),

GlOBAl INVEST SICAR (KTND 105) and Alyssa (KTND 113).

provisions for equity share depreciation reached KTND 785 in 2009, against

KTND 957 in 2008, i.e. an additional provision of KTND 172

The other operating expenses remained practically unchanged reaching

on Dec 31st 2009 the same level as in 2008, i.e. KTND 25.

The Net Result of the financial year has nearly doobled reaching KTND 561

on Dec 31st 2009 against KTND 284 on Dec 31st 2008.

GLOBAL INVEST SICAR

The retrocession of holdings in portage reached KTND 1 766 in terms of

principal.

Turnover derived from capital gains from transfer and collected dividends

went down clearly from KTND 1 629 on Dec 31st 2008 to KTND 708 on

Dec 31st 2009, i.e. a 56% decrease.

The other operating expenses increased by 36% from KTND 57 at the end

of 2008 to KTND 78 at the end of 2009.

On Dec 31st 2009, SICAR posted a result of KTND 310 against KTND 1 363

on Dec 31st 2008.

UTP SICAF

Income of the financial year went down by 20% from KTND 1 220 in 2008

to KTND 977 in 2009. This decrease is mainly due to lower capital gains

on transfers of securities.


provisions for equity share depreciation fell by 87% following appreciation of market prices, reaching KTND 31 on December

31st, 2009 against KTND 239 at end 2008.

The other operating expenses remained almost at the same level as last year totalizing KTND 131. Corporate tax for the financial

year 2009 amounted to TND 977 relating to the minimum taxation, i.e. 0.1% of the turnover inclusive of tax given that

income of UTp consists principally of dividends and capital gains which are exempt incomes.

SICAF posted at the end of 2009 a net result of KTND 1 002 against KTND 804 the previous year, i.e. a 25% increase.

UNION IMMOBILIERE

On Dec 31st 2009, the rents exclusive of taxes of Union Immobilière stood at KTND 172,

Investment income, corresponding to the dividends paid by SICAV AlYSSA, reached at the end of 2009 KTND 20.

The other operating expenses stood at KTND 35 at the end of 2009 (same level as the previous year).

Depreciation and amortization totaled KTND 192 at the end of 2009 (same level as the previous year).

The financial year 2009 showed a deficit of KTND 34 against a deficit of KTND 227 in 2008.

UBCI FINANCE

Operating revenues have shown an increase of 6.7% to KTND 616 in 2009 compared to KTND 576 in 2008.

Operating expenses increased by 10.7% from KTND 490 late 2008 to KTND 542at the end of 2009.

UBCI FINANCE posted at year end closure 2009 net income of KTND 104 compared to KTND 97 at closure of previous fiscal, an

increase of 6.6%.

UBCI LEASING

1- General Market Data

The year 2009 was another good year for the leasing sector with a growth in housing rents by 23.4% compared to 2008. The

share of real estate financing was limited to 4.8%. The rate of completion of approvals was limited to 79%.

The share of real estate stocks in the outstandings shrank to 10.9% against 18.8% in late 2007; this confirms that the exceptional

increase of such funding in 2007 (before the entry into force of the new accounting method) was consecutive to short-term

contracts.

The average financing rate of the sector has again fallen behind reaching 10.72% versus 11.28% in 2008, reflecting a sharp

competition and a fall of the money market rate.

Annual Report 2009


2- UBCI Leasing Activities

n Cumulated leasings over 12 months in 2009 totaled KTND 60,356 on 1372

contracts (44 KTND / contract), up 7.4% compared to 31/12/08

2005 2006 2007 2008 2009

Total leasings 36.599 38.125 49.030 56.176 60.356

Number of contracts 753 794 855 1 135 1 372

n Compared to 2006, production grew by 58.3% in volume and 72.8% in number

of files

n The bank’s share in production is 37%. The combined output provided by the

network regardless of the nature of client amounts to 83.6% (50,469 KTND).

In terms of risk, healthy commitments rose 9.7% compared to 31/12/08:

n he overall volume of unpaid accounts continues to fall by -14.2% decrease

compared with 31/12/2008. It should be noted that there was cancellation of

a volume of commitments KTND 1 140 with KTND 548 of unpaid accounts.

n The unpaid accounts Class 1 and 2 are still under control though production in

recent years has evolved very well.

n The downgrading policy, contentious as from the accumulation of three

outstandings is observed which explains the near absence of unpaid accounts

Class 3 and 4:

En KTND

2005 2006 2007 2008 2009

Stock of unpaid accounts 7.829 4.707 2.366 2.202 1.889

The increase in volumes and cost control have contributed to improved profitability.

The current result increased from KTND 2 393 in 2008 to KTND 3096 representing

a 29.7%.increase.

The net result is KTND 1 996 versus KTND 1 530 in 2008 (+30.46%).


progression de 29,7%.

le résultat net est de 1 996 KTND contre 1 530 KTND en 2008 ( + 30,46 % ).

Annual Report 2009


A Glimpse at BNP Paribas Group

as of december 31st, 2009

Maintained profit-making potential in 2009

• A Net Banking Income increasing significantly by 46.8%

• A strong growth in profitability: Net Result, Group Share increase of 93% and a

stockholder’s profitability increase of 10.8 % compared to 6.6% in 2008.

• Earnings per share: 5.2 euro (+74%)

• Dividend rose from 1.00 euro to 1.50* euro

* Subject to the aproval of the AGM

(In million Euros)

Activities (IFRS Norms) 31/12/2009 31/12/2008 09-08

Total Assets 2 057 698 2 075 551 -0,86%

loans and Dues from Customers 678 766 494 401 37,29%

Customer Deposits 604 903 413 955 46,13%

Stockholder’s Equity, Group Share ** 69 501 53 228 30,57%

Overall solvency ratio 14,2% 11,1% 27,93%

** Before result allocation

Results (IFRS Norms) 31/12/2009 31/12/2008

(In million Euros)

09-08

Net Banking Income 40 191 27 376 46,81%

Gross Operating Result 16 851 8 976 87,73%

Net Result (Group share) 5 832 3 021 93,05%


(In million Euros)

Major Business Areas PNB 2009 09-08 RBE 2009 09-08

Retail Banking 17 960 3,97% 7 259 9,39%

French Retail Banking 5 801 1,47% 1 880 1,68%

Banca Nazionale del lavoro (BNl) 2 897 4,40% 1 169 12,62%

personal Finance 4 302 13,45% 2 231 31,93%

Other retail banking trades 4 960 -0,60% 1 979 -3,84%

Investment Solutions 4 768 -3,38% 1 368 -9,52%

Corporate and Investment Banking 12 194 145,20% 6 741 434,15%

BNP Paribas-Fortis 5 292 - 2 145 -

Ratings

• Standard et Poors AA Révisée le 28 janvier 2009

• MOODY’S Aa2 Révisée le 20 janvier 2010

• Fitch AA- Révisée le 21 juin 2010

Financial Performance 2006 2007 2008 2009

Net Result (in million euro) 7 308 7 822 3 021 5 832

Cost/Income Ratio 60.6% 60.5% 67.2% 58,1%

Return on Equity (RoE) 21,2% 19,6% 6,6% 10,8%

Market Capitalisation (in billion euro) 76,9 67,2 27,6 66,2

Earnings per Share (in euro) 7,8 8,3 3,0 5,2

Annual Report 2009


Auditors’ general

Report

Financial statements – year ended december 31st, 2009

Tunis, Jun 2nd , 2010

To the shareholders of the «Union Bancaire pour le Commerce et

l’Industrie » UBCI

pursuant to the mandate given to us at your Annual General Meeting, we present

to you our report for the year ended December 31st, 2009 on:

- the auditing of the financial statements of the Union Bancaire pour le Commerce

et l’Industrie (UBCI) as appended to the present report, including the balance

sheet, contingent commitments, the result statement, the cash flow statement

and the notes to the financial statements. These financial statements show

stockholder’s equity of KTND 187.438 including a profit of KTND 22 523;.

- The specific checks and information provided for by the law.

I. Management’s responsibility in the drawing up and presentation of

financial statements

The management has the responsibility of the drawing up and presentation of

financial statements in accordance with the Tunisian accounting norms. This

responsibility includes: the conception, setting up and follow up of internal

control over the drawing up and fair presentation of financial statements free

from significant irregularities, whether resulting from frauds or errors, as well

as the determination of reasonable accounting estimates with regard to the

circumstances.


II. Auditor’s Responsibility

These statements have been closed by your Board of Directors.

Our responsibility is to express an opinion on these financial

statements on the basis of our auditing.

We have audited the financial statements in accordance with the

industry standards applicable in Tunisia. These standards require

that we abide by ethical rules and plan and perform the audit in

such a way as to obtain a reasonable assurance that the financial

statements are free from significant irregularities.

An audit involves the implementation of procedures with the

purpose of collecting evidence supporting the amounts and

information contained in the financial statements. The selection

of the procedures to use comes within the auditor’s competence,

as does the assessment of the risk that the financial statements

contain significant irregularities, whether as a result of frauds or

errors. In carrying out these risk assessments, the auditor takes

into account the internal control in force regarding the drawing up

and fair presentation of the financial statements in order to define

the auditing procedures appropriate to such a case, and not with

the aim of expressing an opinion about the effectiveness of the said

control.

An audit involves also an appraisal of the appropriateness of the

accounting methods used and the reasonableness of the accounting

estimates made by the management, as well as an appraisal of the

overall presentation of the financial statements.

We believe that the collected evidence provides a sufficient and

appropriate basis for supporting the expression of our opinion.

III. Opinion

A notre avis, les états financiers sont réguliers et sincères et

donnent, pour tout aspect important, une image fidèle de la situation

financière de l’Union Bancaire pour le Commerce et l’Industrie

(UBCI) ainsi que des résultats de ses opérations et de ses flux de

trésorerie pour l’exercice clos le 31 décembre 2009, conformément

aux principes comptables généralement admis en Tunisie.

IV. Specific checks

We have also undertaken, in accordance with the standards of the

profession, the specific checks provided for by the law.

On the basis of those checks, we have no observations to make

regarding the reliability and the concordance of the financial

statements with the accounting information given in the report

of the Board of Directors and the documents presented to the

shareholders on the annual financial situation and statements.

We have also, within the framework of our audit, examined the

internal control procedures relating to the processing of accounting

information and to the preparation of the financial statements.

We point out that, as required by Article 3(new) of law 94-117 of

November 14, 1994 as modified by law 2005-96 of October 18,

2005, we have not found any major shortcomings likely to have an

impact on our opinion about the financial statements.

Furthermore, pursuant to the provisions of Decree No. 2001-2728

of November 20th, 2001 as modified by Decree No. 2005-3144 of

December 6, 2005 on securities book keeping, the bank is currently

in the process of monitoring the list of shareholders on the basis

of the statements communicated periodically by the STICODEVAM.

For that reason, provisions concerning the book keeping of securities

in accordance with the decree referred to above and the decision

of the Finance Minister of August 28th, 2006 bearing the stamp of

the CMF regulation with respect to the keeping and management

of securities accounts as well as the related specifications have not

been entirely observed by the bank..

Annual Report 2009


Special Auditors’

report

Financial Statements – Year ended December 31st, 2009

Tunis, Jun 2nd , 2010

To the shareholders of the «Union Bancaire pour le Commerce et

l’Industrie » UBCI

As your bank’s auditor and pursuant to the provisions of Article 29 of law

N° 2001-65 concerning credit institutions, as modified and completed by the

law N°2006-19 on May 2nd 2006, Article 200 and following and Article 475

of the Code of Business Companies, we report hereinafter on the regulated

agreements.

It is your responsibility to ensure compliance with legal procedures for

authorization and approval of these agreements or transactions and their

correct translation, ultimately, in the financial statements. It is not our

responsibility to search for the existence of agreements, but to inform you,

on the basis of communicated information and those obtained through our

auditing procedures, about the essential characteristics and modalities,

without having to express an opinion about their utility. It is your responsibility

to appraise the relevance of the conclusion of these agreements and the

realization of these transactions to approve them.

A. Transactions performed within the framework of agreements concluded

during the financial year

We inform you that your Board of Directors has not informed us of the

existence of new regulated agreements concluded during the financial years

B. Transactions performed within the framework of previous agreements

We inform you that the implementation of the following agreements,

approved during previous financial years, has been continued during the

previous year:


• Regular maintenance, development and computer applications

standardisation services within the framework of agreements concluded

with pNB paribas for a total amount of KTND 1 324 for 2009.

UBCI leasing (75.4% of whose capital is held by UBCI) has

entrusted, by virtue of an agreement concluded on Mai 25th,

2004, UBCI with the mission of accounting, administrative,

information systems management and insolvency risk analysis

support. The amount invoiced by the bank in 2009 for this

service is KDT 226.

UBCI leasing concluded a guarantee request agreement by

virtue of which UBCI, in case of loss on a leasing realized by

UBCI leasing with an UBCI client, gives compensation up to the

level of its risk participation, i.e., 50% of the outstanding capital

after the last rent paid by the lessee.

The intervention of the bank is remunerated by a quarterly risk

commission calculated on the basis of 1% of the guaranteed

outstanding of each contract. Furthermore, as remuneration

for the files initiated and built up by the network of operating

groups, and in accordance with the same agreement, UBCI

receives a provision commission calculated on the basis of

0.5% of the guaranteed outstanding.

• In 2009, the income received and the expenses incurred by

the bank for these operations are as follows:

• Risk commission: KDT 173

• provision commission: KDT 252

• Risk share borne by the bank: KDT 58

• The bank rents from Union immobilière (a company in which it

holds 60%) premises for some of its branches. The total rental

charges for 2009 amount to KTND 203.

• Some senior managers of the bank hold general manager

positions in the bank’s subsidiaries. The allowances paid

to these managers, borne by the bank and recharged to the

concerned subsidiaries, amount to KDT 23 for 2009.

C. Bank’s obligations and commitments toward the executives

C-1 the obligations and commitments toward the executives

as reffered to in Articles 200 new 115 of the Code of Business

Firms are as follows:

• The Managing Director’s emoluments are set by the Remuneration

Committee of Mai 5th,2008 out of the Board of Directors. These

emoluments consist of a fixed annual salary, a bonus determined

annually according to performance achieved and the allocation

of an official car with assumption of the user costs. These

emoluments amounted to KDT 684 for fiscal 2009 KDT 139 of

which are listed among liabilities at closing of the year.

• The Deputy Managing Director’s emoluments are determined

by the terms of the employment c ontract that binds him to

the General Directorate of BNpp. Under this contract, the DMD

is allowed a service accomodation and an official car with

assumption of the user costs. These emoluments amounted to

KDT 505 for fiscal 2009.

• The members of the Board of Directors are remunerated by

way of attendance fees fixed by the ordinary General Meeting

deciding on the annual financial statements. These attendance

fees amount for the fiscal year 2009 to KDT 381 and are listed

among liabilities at December 31st, 2009.

Furthermore and except for those operations, we inform

you that we received no notice regarding other conventions

concluded during the finatial year and that our work has not

revealed the existence of other operations that fall within

the scope of the the provisions of Article 29 of law N° 2001-

65 concerning credit institutions, as modified and completed

by the law N°2006-19 on May 2nd 2006, Article 200 and

following and Article 475 of the Code of Business Companies.

Annual Report 2009


UBCI financial

Statements 2009

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

BALANCE SHEET

As of december 31 st , 2009

Notes 31/12/2009

(In thousand dinars)

31/12/2008

ASSETS

Cash in hand and assets with CBT, GA and TGT 1 43 916 97 046

Dues from banking and financial institutions 2 368 317 153 360

Customer loans 3 1 164 634 1 247 762

Commercial portfolio 4 10 141 9 130

Investment portfolio 5 104 429 98 633

Fixed Assets 6 52 895 52 949

Other Assets 7 26 203 32 823

TOTAL ASSETS 1 770 535 1 691 703

LIABILITIES

Deposits and assets of banking and financial institutions (1) 8 92 235 103 907

Customers Deposits and Assets (1) 9 1 398 269 1 298 708

Loans and special resources 10 34 939 44 070

Other liabilities 11 57 654 69 409

TOTAL LIABILITIES 1 583 097 1 516 094

STOCKHOLDER’S EQUITY

Capital 50 000 50 000

Reserves 114 244 100 696

Other equity 669 763

Result carried forward 2 2

Net Result of the year 22 523 24 148

TOTAL STOCKHOLDER’S EQUITY 12 187 438 175 609

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY 1 770 535 1 691 703

(1) Balances of 2008 have been restated for purposes of comparability of financial statements. Cf. notes 8 and 9.


CONTINGENT COMMITMENTS

As of december 31 st , 2009

Notes 31/12/2009

(In thousand dinars)

31/12/2008

CONTINGENT LIABILITIES

Bank guarantees, endorsements and other given securities 13 356 341 287 518

Documentary credits 14 353 401 173 770

TOTAL CONTINGENT LIABILITIES 709 742 461 288

COMMITMENTS GIVEN

Financing commitments for customers 15 352 250 262 412

Commitments against securities (unpaid holdings) 16 435 19

TOTAL COMMITMENTS GIVEN 352 685 262 431

COMMITMENTS RECEIVED

Received guarantees 17 839 652 803 961

TOTAL COMMITMENTS RECEIVED 839 652 803 961

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

RESULT STATEMENT

period from january 1st to december 31st, 2009

Notes 31/12/2009

(In thousand dinars)

31/12/2008

BANKING OPERATING INCOME

Interests and related incomes 19 87 718 99 653

Commissions 20 28 349 25 798

Earnings from commercial portfolio and financial operations 21 6 973 7 654

Earnings from investments portfolio 22 6 635 7 587

TOTAL BANKING OPERATING INCOME 129 675 140 692

BANKING OPERATING EXPENSES

Incurred interests and related expenses 23 35 087 46 010

Incurred commissions 2 035 1 525

TOTAL BANKING OPERATING EXPENSES 37 122 47 535

NET BANKING INCOME 92 553 93 157

provisions allowances and revenues from adjustments

on receivables, off balance sheet items and liabilities 24 (1 932) (2 491)

provisions allowances and revenues from adjustments

on investment portfolio 25 44 (41)

Other operating income 2 242 1 902

personnel expenses (38 000) (34 439)

General operating charges 26 (17 950) (17 968)

Fixed assets depreciation allowances (8 216) (7 549)

OPERATING RESULT 28 741 32 571

Balance of earnings from other ordinary items 27 62 23

Corporate tax 28 (6 280) (8 446)

ORDINARY ACTIVITIES RESULT 22 523 24 148

Balance of profit/loss from extraordinary items

NET RESULT FOR THE YEAR 22 523 24 148

RESULT PER SHARE (TND) 29 2,252 2,415


CASH FLOW STATEMENT

period from january 1 st to december 31 st , 2009

Notes 31/12/2009

(In thousand dinars)

31/12/2008

OPERATING ACTIVITIES

Banking operating income received (excluding investment portfolio’s revenues) 122 512 133 651

Banking operating charges paid

Loans and advances /Disbursement of loans and advances granted

(36 921) (44 605)

to financial institutions (13 087) (17 289)

Deposits/Withdrawals on deposits accounts by other banks and financial institutions

(2)

2 051 84

Loans and advances /Disbursement of customer loans and advances 78 487 (171 674)

Deposits/Withdrawals of customer deposits (2) 109 674 214 482

Investment securities / transaction securities (1 020) 4 173

Cash paid to personnel and other creditors (65 175) (44 747)

Other cash flow from operating activities 11 286 (979)

Corporate tax (9 870) (5 045)

CASH FLOW OF OPERATING ACTIVITIES 197 937 68 051

INVESTMENT ACTIVITIES

Interests and dividends received on investment portfolio 6 228 7 408

Acquisition/sale on investment portfolio (5 345) 7 790

Acquisition/sale on fixed assets (8 162) (10 661)

NET CASH FLOW OF INVESTMENT ACTIVITIES (7 279) 4 537

FINANCING ACTIVITIES

Loans issued/repaid (9 000) (13 500)

Increase/decrease of special resources (9 053) (7 333)

paid dividends (10 536) (12 002)

NET CASH FLOW OF FINANCING ACTIVITIES (28 589) (32 835)

Net fluctuation of cash and other liquidity during the year 162 069 39 753

Cash and other liquidity at the beginning of the year 104 878 65 125

Cash and other liquidity at the end of the year 30 266 947 104 878

(2) Balances of 2008 have been restated for purposes of comparability of financial statements. Cf. note 30.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

NOTES TO THE FINANCIAL STATEMENTS

1. The bank

L’UNION BANCAIRE POUR LE COMMERCE ET L’INDUSTRIE (UBCI) is a public Limited Company with a capital of TND 50,000,000,

founded in December 1961 in accordance with Law No. 67-51 of December 7th, 1967 concerning the regulation of the banking

profession as abrogated by Law No. 2001-65 of July 10th, 2001 concerning credit institutions and modified by Law 2006-19 of

May 2nd, 2006.

UBCI is a private deposit bank, a subsidiary in which BNp paribas BDDI participation holds a 50% stake.

Invested capital is divided into 10,000,000 shares of 5 TND each, distributed as follows :

SHAREHOLDERS QUANTITY PERCENTAGE

BNp pARIBAS BDDI participation 5 000 000 50,00%

BEN SEDRINE FAMILY 763 471 7,64%

TAMARZISTE GROUp 1 089 664 10,90%

BOURICHA GROUp 471 589 4,72%

SELLAMI GROUp 645 465 6,45%

MED RACHED CHEBIL 108 135 1,08%

ALI FEKIH 115 000 1,15%

BOUADJA Heirs 93 145 0,93%

RIAHI GROUp 646 000 6,46%

SAAD HADJ KHELIFA GROUp 227 417 2,27%

LEGAL ENTITIES 110 620 1,11%

INDIVIDUALS 701 884 7,02%

NON-RESIDENT INDIVIDUALS 19 369 0,19%

NON-REGISTERED SHARES 8 241 0,08%

TOTAL 10 000 000 100%

2. Framework for the preparation and presentation of financial statements

The financial statements of UBCI are prepared and presented in accordance with the accounting principles generally accepted

in Tunisia, notably the general accounting norm No. 01 of December 30th, 1996 and the banking accounting norms (NCT 21

to 25) applicable as of January 1st, 1999, and with the rules of the Central Bank of Tunisia decreed by circulars No. 91-24 of

December 17, 1991, as modified by subsequent legal texts.


3. Accounting methods used

UBCI financial statements are prepared on the basis of the measurement of the elements of the social assets at

historical cost. The most significant accounting principles can be summarised as follows :

3.1. Posting of commitments and related revenues

The bank’s commitments consist of the following headings:

− Discount portfolio

− Customer accounts receivables

− Credits on special resources

− Other customer credits

− Commitment by signature

Posting of contingent commitments

Financing commitments are shown off balance sheet as they are entered into, and are transferred to the balance

sheet at their nominal value as funds are made available.

Posting of customer loans

Disbursed credits and debit current accounts are shown after deduction of reserved interests and bank commissions

and related provisions.

Classification of commitments

Commitments are classified and backed with provisions in accordance with the provisions of CBT circular No. 91-24

(as modified by subsequent legal texts).

(i) Current assets (Class 0)

Current assets are assets the realisation or full collection of which looks certain within the allotted time.

(ii) Assets to watch (Class 1 )

These are commitments the realisation or full collection of which is also certain within the allotted time but

which are held by enterprises which operate in a line of business facing difficulties or whose financial situation

is deteriorating.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

(iii) Uncertain commitments (or worrying assets) (Class 2)

These are all assets the realisation and full collection of which are uncertain within the allotted time. They are held on

enterprises facing financial or other difficulties that could put their validity in question and require the implementation

of adjustment measures.

These commitments include assets the payments of whose interest or principal are late by more than 90 days but less than

180 days.

(iv) Worrying debts (Class 3)

These are all assets the realisation or collection of which is under threat. They are held by enterprises whose situation

suggests the likelihood of a certain level of loss (these enterprises represent even more seriously the characteristics of

Class 2). These commitments include assets the payments of whose interest or principal are late by more than 180 days

but less than 360 days.

(v) Compromised debts (Class 4)

This class includes debts whose repayments are late by more than 360 days as well as assets which are left pending for

more than 360 days.

Provisions for commitments

provisions are determined according to the rates set by the CBT circular, after deduction of guarantees considered to be valid.

(i) Consideration of guarantees

Guarantees considered to be legally valid are:

− Guarantees received from the State of Tunisia, from banks and insurance companies when they are evidenced by certificates;

− Guarantees embodied in financial instruments;

− Duly registered mortgages on property recorded with the property ownership conservation authority, realizable within a

reasonable period;

− Mortgage promises on lands acquired from the AFH, AFI or AFT;

− Duly registered marine mortgages

(ii) Provision rate

provisions for commitments are determined according to prudential norms on sharing, covering risks and follow up

of commitments contained in CBT circular No. 91-24, as modified by subsequent legal texts, which defines minimum

provision rates as follows :


Class Provision rate

1 0 %

2 20 %

3 50 %

4 100 %

provision rates by risk class are applied to net risk not covered, that is, the amount of the commitment less reserved bank interest

and value of guarantees obtained in the form of financial assets, mortgaged buildings, State guarantees and guarantees

from banks and insurance companies.

Posting of revenue from customer loans

Interests and other income as well as commissions are posted to the period result for the amounts related to the said period.

Overdue interests on loans classified among “uncertain assets” (B2 class) or among “worrying assets” (B3 class), as defined

by circular CBT No. 91-24, are noted under reserved income and deducted from the post “receivables”. These interests are

accounted for under Result, when they are effectively realised.

Accrued interests not yet due on loans classified among “current assets” (A class) and among “assets requiring a special follow

up” (B class), as defined by CBT circular No. 91-24, are posted to Result as they accrue.

3.2. Collection portfolio / Accounts payable after collection

The bank elected to process assets remitted by customers for collection within the framework of financial accounting. Used

accounts are cancelled for reasons of presentation. The balance between the collection portfolio and accounts payable after

collection is the only one presented at the level of financial statements.

3.3. Posting of the securities portfolio and related income

Composition of the securities portfolio

The securities portfolio consists of the commercial portfolio and the investment portfolio :

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

(i) The commercial securities-portfolio:

a) Transaction securities: these securities are distinguishable by their short holding period (less than 3 months) and their

liquidity.

b) Investment securities: these are securities which do not meet the criteria established for transaction or investment securities

(ii) The investment portfolio :

a) Investment securities: These securities are acquired with the firm intention of holding them up to maturity pursuant to a

decision which derives from a policy suited to the portfolio investment securities.

b) Equity shares: These are shares in partner enterprises, joint ventures and affiliated enterprises. They are securities whose

lasting possession is deemed to be useful to the bank.

Posting and assessment at the closing date

Securities are entered in the accounts at the acquisition date for their acquisition cost, all expenses and charges excluded

except for fees paid for study and counsel committed on the occasion of the acquisition of investment securities, equity stake

or shares in partner enterprises and joint ventures, and interests in the affiliated enterprises:

Subscribed participations not paid up are entered as contingent commitments, for their issuing date.

At the closing date, securities are assessed as follows :

− Transaction securities: These securities are entered at their market value (weighted average market price). Subsequent price

variation is included in the result.

− Investment securities: Each of these securities is valued separately: quoted securities at their market value and unquoted

securities at their fair value. There can be no netting out of the underlying gains of some securities with the underlying losses

of other securities.

The underlying decreases in value resulting from the difference between the book value and the market value give rise to

provision formation unlike underlying appreciations, which are not noted.

− Investment securities: The treatment of underlying rise in value of these securities is the same as that provided for investment

securities. Underlying decreases in value will be subject to provision only in the two following cases :

• A strong probability that the enterprise will not keep the securities up to maturity.

• The existence of risks of defaulting on the part of the entity issuing the securities


Posting of return on securities portfolio

Interests are accounted for taking into account the separation of financial years. Thus, receivables on subscribed treasury bills

are noted in the result of the period.

Dividends on variable-yield securities held by the bank are taken into account in the result as of the date at which their distribution

has been approved.

Capital gains on disposal of investment securities acquired within the framework of nominee conventions are classified as

interests and accounted for among revenues as they accrue.

3.4. posting of incurred interests and related expenses

Incurred interests and related charges are accounted for in the result as they accrue. However, disbursed charges related

to future years are not posted as charges of the period under review and are noted in the balance sheet of the bank in the

prepayments and accrued income.

3.5. Posting of fixed assets

Fixed assets are accounted for at their acquisition cost. They are amortized according to the straight-line depreciation

method in accordance with the depreciation rates indicated hereinafter.

The depreciation rates used are as follows :

Buildings 5 %

Remodelling 10 %

Safes 5 %

Motor vehicles 20 %

Computer equipment* 25 %

Computer equipment – big operational facilities 20 %

Computer software 33 %

ATLAS II software 20 %

Low value fixed assets 100 %

* As of 01/01/2007, the amortization of computer equipment is realized over a period of 4 years. The corresponding fixed assets acquired previously have been

calculated in 2007on the basis of the net accounting value spread over the period left to run for amortization.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

3.6. Conversion of foreign currency operations

Foreign currency operations are dealt with separately in a self-contained accounting system, each of the concerned currencies

being converted in the reference currency, on the basis of the interbank average exchange rate, at closing date for all of the

operations accounted for in each currency during the period.

3.7. Provision for retirement commitments

The bank has opted for a gradual posting on the liabilities side of the retirement commitments corresponding to the retirement

allowance owed, in accordance with the collective agreement applicable to the banking sector and to other benefits owed

pursuant to the internal policy of the bank.

Retirement commitments accounted for on December 31st, 2009 amounted to KTND 5,153, KTND 643 of which charged to the

year 2009.

3.8. Corporate Tax

The fiscal year result is determined in accordance with common law rules. On the other hand and in accordance with the

provisions of the Finance Law for 2006, the deduction of provisions for doubtful debts and of reserves for stock depreciation

has been set at 100% of the taxable profit.

4. EXPLANATORY NOTES

(Les chiffres sont exprimés en KDT : milliers de Dinars Tunisiens)

4.1. Actifs

Note 1 - Cash in hand with CBT, GA and TGT

The balance of this heading reached KTND 43,916 on December 2009 against KTND 97,046 on December 2008 and

is analysed as follows :

31/12/2009 31/12/2008

Cash 13 696 16 059

CBT ordinary accounts 30 220 80 987

43 916 97 046


Note 2 - Dues from banks and financial institutions

The balance of this heading reached KTND 368,317 on December 31st, 2009 against KTND 153,360 on December 31st, 2008

and is shown as follows:

31/12/2009 31/12/2008

Central Bank of Tunisia (1) 279 196 67 664

Deposit banks 9 000 26 000

Non-resident banks 24 684 17 454

Specialised financial institutions 54 946 41 859

Debts charged off to accounts of banks and financial institutions 491 383

368 317 153 360

(1) This heading records the loans or investments of the bank, in dinars or foreign currencies, with the Central Bank of Tunisia.

The breakdown of the dues from banks and financial institutions, according to the residual maturity, is as follows :

Up to 3

months

Over 3 months

and less

than 1 year

Over 1 year

and less

than 5 years

Over

5 years

CBT 279 196 279 196

Deposit banks 9 000 9 000

Non-resident banks 24 684 24 684

Financial institutions 6 333 17 184 31 429 - 54 946

* Affiliated enterprise: UBCI LEASING 6 333 17 184 31 429 - 54 946

Charged off debts 491 491

319 704 17 184 31 429 - 368 317

Total

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 3 - Customer loans

The balance of this item reached KTND 1.164,634 on December 31st, 2009 against KTND 1.247,762 on December 31st, 2008

and is broken down as follows :

31/12/2009 31/12/2008

Discount portfolio 1 992 202 1 046 296

Customer debit accounts 2 90 184 108 709

Credits on special resources 3 34 170 42 078

Other customer credits 4 127 309 135 743

Debts charged off to customer accounts 5 202 5 999

Gross total 1 249 067 1 338 825

provisions for customer credits 5 (84 433) (91 063)

Net total 1 164 634 1 247 762

The breakdown of customer loans by residual maturity is as follows :

Up to

3 months

Over 3 months

and less

than 1 year

Over 1 year

and less

than 5 years

Over

5 years

Discount portfolio 263 711 135 976 334 572 257 943 992 202

Customer debit accounts 90 184 90 184

Credits on special resources 5 979 2 094 16 573 9 524 34 170

Other customer credits 117 763 279 5 757 3 510 127 309

Debts charged off 5 202 5 202

482 839 138 349 356 902 270 977 1 249 067

(1) Discount portfolio

The discount portfolio records the totality of bills for discount held by the bank materialising the credits that it has granted to

its customers. These are commercial transactions bills and mobilisation bills, representative notably of stock financing credits,

start-up credits, exports pre-financing and medium and long term credits, etc.

Total


(2) Customer debit accounts

The balance of this account corresponds to the debit accounts of ordinary clients (other than class II, III, IV).

(3) Credits on special resources

These credits are financed from special funds of budgetary or external origin allocated to specific financing operations.

Unpaid, doubtful, litigious and contentious credits are kept in their original post.

(4) Other customer credits

The balance of this post amounts to KTND 127,309 on December 31st, 2009 against a balance of KTND 135,743 on December

31st, 2008 and is analysed as follows :

31/12/2009 31/12/2008

Total doubtful credits (i) 122 845 137 183

Unpaid values 4 849 2 789

Settlement, rescheduling and consolidations 9 601 11 565

Advances on deposit accounts, short-term notes and Investments in foreign

currencies

(ii) 3 812 1 604

Reserved charges Class 2, 3, 4 (13 798) (17 398)

(i) Doubtful debts net of reserved interest are broken down as follows :

127 309 135 743

31/12/2009 31/12/2008

Class 2 723 2 602

Class 3 2 647 1 766

Class 4 105 677 115 417

109 047 119 785

(ii) These are advances to customers other than banking or financial. They are remunerated through the collection of at least 15 days of interest calculated

at the rate applied to term deposits or to bank’s bonds with an additional charge of one percentage point. This advance is guaranteed by the security of the

bank’s bonds.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

(5) Provisions for customer credits

The variation of provisions for customer credits is analysed as follows :

Provisions on December 31st, 2008 91 063

Appropriations 5 031

Release (i) (11 661)

Provisions on December 31st, 2009 84 433

(i) The Release of the provision for doubtful debts is analysed as follows :

Release of debts made available 4 183

Release of cancelled debts (*) 7 156

Release of written-off debts (*) 322

11 661

(*) Releases are compensated through losses following the write-off of the corresponding debts (cf.note 24)

Note 4 - Commercial portfolio

The balance of this post reached KTND 10,141 on December 31st, 2009 against KTND 9,130 on December 31st, 2008 and is

analysed as follows :

31/12/2009 31/12/2008

Variable income investments 794 794

Assimilated treasury bills (BTA) 3 691 3 670

Transferable treasury bills (BTC) 5 030 3 631

Other obligations 400 800

Debts charged off to the commercial portfolio account 226 235

Gross total 10 141 9 130

Depreciation allowance - -

Total Net 10 141 9 130


Note 5 - Investment portfolio

The value of the investment portfolio reached KTND 104,429 on December 31st, 2009 against KTND 98,633 on December

31st, 2008 and is analysed as follows :

31/12/2009 31/12/2008

Equity shares 2 669 2 103

Capital shares in affiliated enterprises (i) 28 195 27 207

Investments 60 871 61 009

Carry securities 10 207 6 007

Debts charged off to the investments 3 581 3 583

Gross total 105 523 99 909

provision for securities depreciation (1 094) (1 276)

Net total

(ii) Affiliated enterprises are companies in which UBCI takes part in the financial and operational decisions.

104 429 98 633

Note 6 - Fixed assets

Fixed assets reached KTND 52,895 on December 31st, 2009 against KTND 52,949 on December 31st, 2008 and are analysed

as follows :

31/12/2009 31/12/2008

Gross values at beginning of year 130 718 120 060

Acquisitions 8 274 10 673

Asset disposal (161) (15)

Gross values at end of period 138 831 130 718

Cumulative amortizations (85 598) (77 431)

provisions for depreciation (338) (338)

Net assets at end of period 52 895 52 949

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

The detailed evolution of fixed assets during the fiscal year 2009 is as follows :

Description Gross value

at 31/12/08

Acquisition/

disposal/

release

Reclas-

sification

Gross value

at 31/12/09

Amortization

at

31/12/08

Appro- Release

priation at amortization

31/12/09

Tot. Amorti-

Zation at

31/12/09

Net value at

31/12/2009

Goodwill 887 0 887 221 44 0 265 622

Land 11 497 588 215 12 300 0 0 0 0 12 300

Operating fixed

assets

23 841 1 120 431 25 392 11 624 1 086 0 12 710 12 682

Off operating fixed

assets

785 0 0 785 194 38 0 232 553

Fittings and

fixtures

25 762 1 814 1 226 28 802 14 548 2 090 0 16 638 12 164

Furniture and

equipment

37 841 1 265 1 407 40 513 29 549 2 850 - 43 32 356 8 157

Motor vehicles 1 372 193 0 1 565 862 219 - 100 981 584

Assets under

construction

5 224 1 904 -3 878 3 250 0 0 0 0 3 250

Intangible assets 23 509 1 229 599 25 337 20 433 1 983 0 22 416 2 921

Total 130 718 8 113 0 138 831 77 431 8 310 0 85 598 53 233

provisions for

depreciation

-338

Overall total 130 718 8 113 0 138 831 77 431 8 310 - 143 85 598 52 895


Note 7 - Other assets

The balance of this heading reached KTND 26,203 on December 31st, 2009 against KTND 32,823 on December 31st, 2008

and is analysed as follows :

31/12/2009 31/12/2008

Sundry debtors (i) 17 898 21 370

Adjustment accounts (ii) 6 068 9 166

Stock accounts 303 212

Headquarters, subsidiary and branches - 221

Debts to be paid by the State 2 031 2 178

26 300 33 147

provisions for other assets (97) (324)

26 203 32 823

(i) The account sundry debtors is analysed as follows :

31/12/2009 31/12/2008

Loans and advances to personnel 13 295 13 494

Deposits and backings built up by the bank 283 182

Deduction at source 39 25

Other sundry debtors 4 281 7 669

17 898 21 370

(ii) Adjustment accounts are analysed as follows :

31/12/2009 31/12/2008

Charges paid or accounted for in advance 1 866 3 544

Income receivable 2 022 1 480

Debits to be regularised and other items 2 180 4 109

Settlement received - 33

6 068 9 166

Annual Report 2009


4.2. Liabilities

Union Bancaire pour le Commerce et l’Industrie

Note 8 - Deposits and assets of banks and financial institutions.

The balance of this post reached KTND 92,235 on December 31st, 2009 against KTND 103,907 on December 31st, 2008 and

is detailed as follows :

31/12/2009 31/12/2008

Local banks (i) 20 19

Non-resident banks (*) (ii) 89 829 103 267

Specialised financial institutions 2186 135

Debts charged off to interbank loans and borrowings (*) (iii) 200 486

92 235 103 907

(i) The balance of this account is analysed as follows :

31/12/2009 31/12/2008

Local banks

Ordinary accounts 20 19

20 19

(ii) The balance of this account is analysed as follows:

31/12/2009 31/12/2008

Non-resident banks set up abroad

Ordinary accounts 7 128 1 717

Day to day and time borrowings 57 701 81 550

Time deposits (*) 25 000 20 000

89 829 103 267

(*) The time deposits subscribed for by BNp Bahrain has been reclassified as deposits and assets of banking institutions and reduced by customer deposits and assets /

current account deposits.

For comparability purposes, the same reclassifications have been made on the figures published under the year 2008.

(iii) The analysis of this account is as follows:

31/12/2009 31/12/2008

Specialised financial institutions

Ordinary accounts 2 186 135

2 186 135


Note 9 - Current account deposits

The balance of this account reached KTND 1.398,269 on December 31st, 2008 against a balance of KTND 1.298,708 on

December 31st, 2008. It is analysed as follows :

31/12/2009 31/12/2008

Sight accounts (i) 569 240 512 150

Savings account (ii) 378 216 330 744

TDA/bank’s bonds and other financial products (*) (iii) 361 118 354 055

Other sums due to customers 25 041 26 992

Certificates of deposits and treasury bills subscribed for by customers (iv) 59 000 68 000

Debts charged off to customer accounts (*) 5 654 6 767

1 398 269 1 298 708

The breakdown of current account deposits by residual maturity is as follows :

Up to

3 months

Over 3 months and

less than 1 year

Over 1 year and

less than 5 years

Over

5 years

Sight accounts 569 240 569 240

Savings accounts 378 216 378 216

TDA/bank’s bonds and other financial products 175 371 157 330 28 417 361 118

Other sums due to customers 25 041 25 041

Certificates of deposits and treasury bills

subscribed for by customers

59 000 59 000

Debts charged off to customer accounts 5 654 5 654

1 212 522 157 330 28 417 0 1 398 269

(i) Sight accounts are analysed as follows :

31/12/2009 31/12/2008

Insurance companies 12 603 8 952

State owned enterprises 46 678 48 650

Other business customers 158 235 148 239

Non-resident accounts 154 640 139 529

Individual customers 197 084 166 780

569 240 512 150

Total

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

(ii) Savings accounts are analysed as follows :

31/12/2009 31/12/2008

Special savings accounts (a) 321 119 282 124

Investment savings accounts 355 355

Home saving account 34 979 29 450

Others (b) 21 763 18 815

378 216 330 744

(a) Special savings accounts are ordinary savings accounts opened for individuals.

(b) This refers to a multitude of accounts: Manager 2000, employment savings, multi-project savings, car savings and house

hold savings.

(iii) The balance of this post is analysed as follows :

31/12/2009 31/12/2008

Bank’s bonds 136 590 139 537

Time deposits (*) 181 715 182 264

Investments in foreign currencies 42 813 32 254

361 118 354 055

Certificates of deposits are debt securities materialising investments made by enterprises and other institutions with the bank.

31/12/2009 31/12/2008

State owned enterprises 19 000 26 500

private companies 40 000 41 500

59 000 68 000

(*)The time deposits subscribed for by BNp Bahrain has been reclassified as deposits and assets of banking institutions and reduced by customer deposits

and assets / current account deposits.

For comparability purposes, the same reclassifications have been made on the figures published under the year 2008.


Note 10 - Loans and special resources

The balance of this post reached KTND 34,939 on December 31st, 2008 against a balance of KTND 44,070 on

December 31st, 2008. It is analysed as follows :

State resources 31/12/2009 31/12/2008

Ressources Etatiques 4 579 4 594

FOpRODI 211 274

FONApRA 4 283 4 235

FOSDA 85 85

Realisation of receivables 449 449

Partnership credits 8 300 11 952

pROpARCO line 6 882 9 963

CFD line 1 418 1 989

IBRD credit 1 295 1 912

Other external funds 20 052 24 821

Italian line 9 389 10 378

Swedish line 88 205

FODEp line 19 61

Swiss line 1 021 1 529

Spanish line 452 689

EIB line 5 948 8 492

KFW line 2 815 3 042

Credit outstanding AFESD 320 425

Debts linked to special resources 264 342

Total Loans and Special Resources 34 939 44 070

Annual Report 2009


Note 11 - Other liabilities

Union Bancaire pour le Commerce et l’Industrie

The balance of this heading reached KTND 57,654 on December 31st, 2009 against a balance of KTND 69,409 on December

31st, 2008. It is analysed as follows :

31/12/2009 31/12/2008

provisions (1) 12 818 11 718

Adjustment accounts (2) 16 605 15 285

Sundry creditors 9 488 23 486

Accounts payable after collection (3) 18 743 18 920

(1) provisions are analysed as follows :

57 654 69 409

31/12/2009 31/12/2008

Tax-free provision for commitment by signature 4 242 4 308

provisions for risks and charges 3 423 2 899

provisions for retirement charges 5 153 4 511

12 818 11 718

(2) The adjustment account is analysed as follows :

31/12/2009 31/12/2008

Charges payable 9 994 8 829

products received or entered in advance 1 766 2 450

Credits to regularise and sundry 4 845 4 006

16 605 15 285

(3) The balance of the account is analysed as follows:

31/12/2009 31/12/2008

Accounts payable after collection 145 083 113 012

Collection portfolio (126 340) (94 092)

18 743 18 920


4.3. Stockholder’s equity

Note 12 - Capital

As of December 31st, 2009, the authorised capital amounted to KTND 50,000 made up of 10,000,000 shares worth TND 5 each.

The total of the bank’s equity, before allocation of the result, amounted to KTND 187,438 on December 31st, 2009.

This heading is broken down as follows :

Description

Capital

Legal

reserve

Special

reservel

Other

reserves

Other

equity

Results

carried

forward

Net Result Total

Balance at 31-12-2008 50 000 5 000 1 548 94 148 763 2 24 148 175 609

voluntary reserve Special

reserve

13 035 - 13 035 0

Results carried forward 513 - 513 0

profit allocation

Investment Grant

-10 600 -10 600

Result at 31-12-2009 -94 -94

Balance at 31-12-2009

22 22 523 523

Solde au 31-12-2009 50 000 5 000 2 061 107 183 669 2 22 523 187 438

Annual Report 2009


4.4. Contingent commitments

Union Bancaire pour le Commerce et l’Industrie

Note 13 - Guarantees, endorsements and other given securities

The balance of this heading amounted to KTND 356,341 on December 31st, 2009 against KTND 287,518 on December 31st,

2008 and is detailed as follows :

31/12/2009 31/12/2008

In favour of banking and financial institutions 155 540 136 228

Banking institutions 154 659 135 479

Affiliated enterprises: UBCI Leasing 881 749

In favour of customers 200 801 151 290

Tax bonds 11 454 10 676

Tender guarantees 101 662 85 175

In foreign currencies 19 006 24 545

In dinars 82 656 60 630

Customs guarantees 24 899 22 462

Sundry guarantees 57 449 25 265

In foreign currencies 40 178 14 660

In dinars 17 271 10 605

pledged bonds 5 337 7 712

356 341 287 518

Note 14 - Documentary credits

The balance of this heading reached KTND 353,401on December 31st, 2009against KTND 173,770 on December 31st, 2008. It

is detailed as follows :

31/12/2009 31/12/2008

Documentary credits in favour of financial and banking institutions 199 007 25 295

Documentary credit in favour of customers 154 394 148 475

Opening of documentary credits 114 292 121 365

payment acceptance linked to foreign trade 40 102 27 110

353 401 173 770


Note 15 - Financing commitments given

These are confirmed financing agreements and openings of credit lines that the bank committed to making available to

customers.

As of December 31st, 2009, commitments on customer loans added up to KTND 352,250 compared to KTND 262,412 on

December 31st, 2008.

Note 16 - Commitments against securities

This account includes unpaid investments in other companies. It is detailed as follows: :

31/12/2009 31/12/2008

EpAC COM 9 9

FDI 7 7

Génie climatique 3 3

SIDCO 416 -

435 19

Note 17 - Guarantees received

31/12/2009 31/12/2008

Guarantees received form the State and insurance companies 113 899 93 172

Guarantees received from banks 292 274 224 769

Guarantees received from resident banks 1 212 1 109

Guarantees received from non-resident banks 291 062 223 660

Stocks lodged as collateral 31 920 36 122

Guarantees received from customers 401 559 449 898

839 652 803 961

Note 18 – Foreign currencies operations

Foreign currencies operations accounted for off balance are of two kinds:

Foreign currencies buying and selling operations the outcome of which is deferred by the parties only for reasons of usance

delay; these are exchange operations in cash and are deducted on December 31st, 2009 as follows :

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Cash purchase 13 292 KDT

Cash sale 8 875 KDT

Foreign currencies purchase and sale operations the outcome of which is deferred by the parties for reasons other than the

usance having a maturity date of over two days; these are term exchange operations and are deducted on December 31st,

2009as follows:

Term purchase 59 309 KDT

Term sale 26 398 KDT

4.5. Result statement

Note 19 - Incurred interests and related incomes

The balance of this heading reached KTND 87,718 on December 31st, 2009 against KTND 99,653 on December 31st, 2008. It

is broken down as follows:

31/12/2009 31/12/2008

proceeds from cash and interbank operations (i) 6 437 5 390

proceeds from credit operations (ii) 74 406 86 425

Assimilated revenues (iii) 6 875 7 838

87 718 99 653

(i) proceeds from cash and interbank operations

proceeds from cash and interbank operations are detailed as follows :

31/12/2009 31/12/2008

Day to day monetary market 5 204 722

Term monetary market - 19

Investments in foreign currencies with foreign correspondents 94 329

Foreign currencies monetary market 914 3 843

Other 225 477

6 437 5 390


(ii) proceeds from credit operations

proceeds from credit operations are as follows:

31/12/2009 31/12/2008

Bills portfolio (short, medium and long term) 61 617 71 961

Debit current accounts 9 552 11 022

Credits on external resources 2 248 2 717

Doubtful or litigious debts 989 725

74 406 86 425

(iii) Assimilated revenues

Assimilated revenues are detailed as follows :

31/12/2009 31/12/2008

Endorsements, guarantees and banking acceptances 3 288 2 814

Overdraft commissions 1 364 1 531

Commissions on treasury bills 71 79

Agio –disagio 2 076 3 015

Other assimilated revenues 76 399

6 875 7 838

Note 20 - Commissions

The balance of this heading amounted to KTND 28,349 on December 31st, 2008 against KTND 25,798 on December 31st, 2008.

It is detailed as follows :

31/12/2009 31/12/2008

Commissions deducted from banking operations 22 427 21 160

Book keeping commissions 1 919 2 044

Commissions on physical exchange operations 307 326

Other commissions 3 696 2 268

28 349 25 798

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 21 - Earnings from commercial portfolio and financial operations

The balance of this heading amounted to KTND 6,973 on December 31st, 2008 against KTND 7,654 on December 31st, 2008.

It is detailed as follows :

31/12/2009 31/12/2008

Interest received on short term treasury bonds 172 123

Interests received on assimilated treasury bonds 229 307

Earnings/ losses on BTA-BTC operations 129 58

Exchange earnings 6 983 7 571

Exchange losses (580) (478)

Interests/debenture loan in trading portfolio 40 73

6 973 7 654

Note 22 - Earnings from investment portfolio

This post added up to KTND 6,635 on December 31st, 2009 against KTND 7,587 on December 31st, 2008 and is detailed as follows :

31/12/2009 31/12/2008

Interests received on assimilated treasury bonds 4 249 4 260

Dividends on participation portfolio 1 353 1 895

Capital gains on disposal of equity holding 409 932

Interests on carry securities 624 500

6 635 7 587

Note 23 - Incurred interests and similar charges

The balance of this post amounts to KTND 35,087 on December 31st, 2009 against KTND 46,010 on December 31st, 2008. The

balance is analysed as follows :

31/12/2009 31/12/2008

Cash and interbank operations charges 1 188 3 248

Interests on customer accounts (1) 31 479 37 414

Charges on debenture and foreign loan 1 678 3 314

Similar charges 742 2 034

35 087 46 010


(1) The balance of this account is analysed as follows :

31/12/2009 31/12/2008

Sight deposits 3 157 5 489

Term account, bank’s bonds and other financial products 17 135 17 482

Savings accounts 8 086 10 978

Certificates of deposits 3 101 3 465

31 479 37 414

Note 24 - Provisions allowances and revenues from adjustments on receivables off balance sheet and liabilities

The balance of this post amounted to KTND 1,932 on December 31st, 2009 against KTND 2,491 on December 31st, 2008. It is

analysed as follows :

31/12/2009 31/12/2008

provisions allowances 6 221 6 386

provisions released (11 977) (11 125)

Losses on bad debts covered by provisions 322 173

Losses on bad debts not covered by provisions 382 190

Cancelled debts 7 156 6 883

Recovery on cancelled debts (172) (16)

1 932 2 491

Note 25 - Provisions allowances and revenues from adjustments on investment portfolio

The balance of this post amounts to KTND 44 on December 31st, 2009 against KTND 41 on December 31st, 2008. The balance

is analysed as follows :

31/12/2009 31/12/2008

premium and discount /investment spread (138) (139)

provisions allowances (138) (63)

provisions released 320 161

44 (41)

Annual Report 2009


Note 26 - Operating Expenses

Union Bancaire pour le Commerce et l’Industrie

The balance of this post amounts to KTND 17,950on December 31st, 2009against KTND 17,968 on December 31st, 2008. The

balance is analysed as follows :

31/12/2009 31/12/2008

Taxes and dues 401 755

Supplies and external services 8 008 7 233

Transport and travel 372 51

Sundry management expenditure 8 150 8 559

Other operating charges 1 019 1 370

17 950 17 968

Note 27 - Balance of profit from other ordinary items

The balance of this post recorded a profit of KTND 62on December 31st, 2009 against a loss of KTND 23 on December 31st,

2008. It is analysed as follows :

31/12/2009 31/12/2008

Fixed assets disposal gain 72 23

Fixed assets disposal losses (10) -

62 23

Note 28 – Corporate tax

Corporate tax for the year 2009 amounts to KTND 6,280 and is as follows :

pre-tax book profit (before provisions) 35 161

Reincorporation 7 425

Deductions (of which provisions) (16 227)

Reinvestments exempted from tax (8 416)

Fiscal resultl 17 943

Tax rate 35%

Corporate tax 6 280


Note 29 - Earnings per share

Earnings per share and the data used to determine them for the year ended December 31st, 2009 are as follows :

31/12/2009 31/12/2008

Net Result attributable to the shareholders 22 523 24 148

Number of ordinary shares 10 000 000 10 000 000

Basic Result per share (in TND) 2,252 2,415

Earnings per share are calculated by dividing the net result of the period under review attributable to the shareholders by the

weighted average number of ordinary shares in circulation during the period.

Earnings per share thus determined correspond both to the basic result per share and to the diluted result per share, as defined

by accounting standards.

4.6. CASH FLOW STATEMENT

Note 30 - Cash and cash equivalent

As of December 31st, 2009, cash and and cash equivalent amounted to KTND 266,947and are detailed as follows:

Heading 31/12/2009 31/12/2008

Cash in hand 13 696 16 059

Central Bank (ordinary accounts) 30 220 80 987

Non-resident banks (ordinary accounts) 11 858 5 335

Central Bank (day to day and term loans) 279 196 67 664

Deposit banks (day to day and term loans) 9 000 26 000

Non-resident banks (day to day and term loans) 12 826 8 442

Non-resident banks set up abroad (others) - 3 678

Deposit banks (ordinary accounts) (20) (20)

Non-resident banks (ordinary accounts) (7 128) (1 717)

Non-resident banks set up abroad (time deposits) (*) (25 000) (20 000)

Non-resident banks (day to day and term borrowings) (57 701) (81 550)

266 947 104 878

(*)The time deposits subscribed for by BNp Bahrain has been reclassified as deposits and assets of banking institutions and reduced by customer deposits

and assets / current account deposits.

For comparability purposes, the same reclassifications have been made on the figures published under the year 2008.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 31 - distribution of assets and liabilities according to their residual maturity

The distribution of the bank’s assets and liabilities closed on December 31st, 2009 is detailed as follows :

Up to 3 months Over 3 months Over 1 year

TOTAL

and less than and less than Over 5 years

1 year 5 year

Assets

Cash in hand and assets with CBT, GA, and

TGT

43 916 43 916

Dues from banks and financial institutions 319 704 17 184 31 429 368 317

Dues from customers 398 406 138 349 356 902 270 977 1 164 634

Commercial portfolio 1 967 4 644 2 339 1 191 10 141

Investment portfolio 3 582 29 895 70 952 104 429

Fixed assets 3 858 680 10 034 38 323 52 895

Other assets 14 347 1 075 4 680 6 101 26 203

Total assets

Liabilities

785 780 161 932 435 279 387 544 1 770 535

Deposits and Assets with banking and

financial institutions

77 418 14 817 92 235

Customer Deposits and Assets 1 212 522 157 330 28 417 1 398 269

Loans and special resources 4 349 7 115 19 671 3 804 34 939

Other liabilities 57 654 57 654

Stockholder’s equity 12 500 174 938 187 438

Total liabilities 1 364 443 179 262 48 088 178 742 1 770 535

Net position -578 663 -17 330 387 191 208 802 0


Note 32 – Transactions with affiliated parties

The main transactions with affiliated parties having an impact on the accounts of the fiscal year ended on December

31st, 2009 are as follows:

Operations with BNP Paribas Group

− During the fiscal year 2009, the bank resorted to BNp paribas consolidated companies (which hold 50% of UBCI

capital) for assistance work related to maintenance, development and computer applications standardisation services

for an amount of KTND 1,324.

Operations with UBCI Leasing

1. Financing of UBCI Leasing activity

− Outstanding balances on two credits on the pROpARCO line for an amount of KTND 1.541 on December 31st,

2009 with a 3.25% margin.

− Granting a cash advance (EDEC) the outstanding debt of which amounts to KTND 833 on December 31st, 2009

− Outstanding balances on a medium-term credit for an amount of KTND 52.571 on December 31st, 2009.

2. Other operations

− Underwriting call agreement by virtue of which UBCI guarantees to UBCI Leasing, in case of loss on a leasing file

prepared by UBCI Leasing with a UBCI customer, a compensation up to its risk share, i.e., 50% of the remaining

capital owed after the last rent paid by the leaseholder. The bank receives for its intervention a quarterly risk commission

calculated on the basis of 1% of the guaranteed outstanding of each contract. Moreover, as remuneration

for files initiated and built up by the network of operating groups, and in accordance with the same convention,

UBCI receives a call commission calculated on the basis of 0.5% of the guaranteed outstanding.

For fiscal year 2009, the proceeds received and the charges borne by the bank in respect of these operations are as

follows :

• Risk commissions: KTND 173

• Contribution commission: KTND 252

• Risk share borne by the bank: KTND 58

− Technical assistance convention concluded with UBCI Leasing on March 25th 2004. According to this convention,

UBCI Leasing entrusts UBCI with the task of accounting, administrative, information systems management and

credit risk analysis support. The amount charged by the bank in 2009 for this service is KTND 226.

Annual Report 2009


Operations with other entities

Union Bancaire pour le Commerce et l’Industrie

− The bank holds on trust the assets of the following companies: Hannibal SICAV, Alyssa SICAV, UBCI Univers actions and SA-

LAMBO SICAV. As remuneration for these services, the bank received KTND 898 worth of deposit commissions.

− Some senior managers of the bank hold positions of general managers in some of the bank’s subsidiaries. The allowances

paid to these managers, borne by the bank and recharged to the concerned subsidiaries, amount to KTND 23 for the fiscal

year 2009.s’élève à 23 KDT.

− During the fiscal year 2009, the bank invoiced the following assistance expenses :

UTp SICAV 16

GIS 5

Union Immobilière 2

Total 23

Operations with Union immobilière

The bank rents from Union immobilière (a company in which it holds a 50% stake) premises for some of its branches. The total

rent charges for 2009 amount to KTND 203.

Bank’s obligations and commitments toward the executives

The Bank’s obligations and commitments toward the executives are as follows :

− The Managing Director’s emoluments are set by the Remuneration Committee of Mai 5th, 2008 out of the Board of Directors.

These emoluments consist of a fixed annual salary, a bonus determined annually according to performance achieved and the

allocation of an official car with assumption of the user costs. For the fiscal year 2009, the total charges amounted to KDT

684.

− The Deputy Managing Director’s emoluments are determined by the terms of the employment contract that binds him to

the General Directorate of BNpp. Under this contract, the DMD is granted a service accomodation and an official car with

assumption of the user costs. For the fiscal year 2009, the total charges amounted to KDT 505.

− The members of the Board of Directors are remunerated by way of attendance fees fixed by the ordinary General Meeting

deciding on the annual financial statements. For the fiscal year 2009, the total charges amounted to KDT 381.


Auditors’ report on the consolidated financial statement

Financial statements – Year ended December 31st, 2009

Tunis, June 2nd, 2010

To the shareholders of the Union Bancaire pour le Commerce et l’Industrie, UBCI

pursuant to the mandate given to us at your Annual General Meeting, we present to you our report for the year ended

December 31st, 2009 on :

- The auditing of the consolidated financial statements of the Union Bancaire pour le Commerce et l’Industrie (UBCI) as

appended to the present report, including the consolidated balance sheet, the consolidated contingent commitments, the

consolidated result statement, the consolidated cash flow statement and the notes to the consolidated financial statements.

These consolidated financial statements show consolidated stockholder’s equity of KTND 198,798 including a consolidated

profit of KTND 23,582.

- The specific checks and information provided for by the law.

I. Management’s responsibility in the drawing up and presentation of consolidated financial statements :

The management has the responsibility of the drawing up and presentation of consolidated financial statements in accordance

with the Tunisian accounting norms. This responsibility includes: the conception, setting up and follow up of internal control over

the drawing up and fair presentation of consolidated financial statements free from significant irregularities, whether resulting

from frauds or errors, as well as the determination of reasonable accounting estimates with regard to the circumstances.

II. Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements on the basis of our auditing.

We have audited the financial statements in accordance with the standards of the profession applicable in Tunisia. These

standards require that we abide by ethical rules and plan and perform the audit in such a way as to obtain a reasonable

assurance that the consolidated financial statements are free from significant irregularities.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

An audit involves the implementation of procedures with the purpose of collecting evidence supporting the amounts and

information contained in the consolidated financial statements. The selection of the procedures to use comes within the

auditor’s competence, as does the assessment of the risk that the consolidated financial statements contain significant

irregularities, whether as a result of frauds or errors. In carrying out these risk assessments, the auditor takes into account

the internal control in force regarding the drawing up and fair presentation of the consolidated financial statements in

order to define the auditing procedures appropriate to such a case, and not with the aim of expressing an opinion about the

effectiveness of the said control.

An audit involves also an appraisal of the appropriateness of the accounting methods used and the reasonableness of the

accounting estimates made by the management, as well as an appraisal of the overall presentation of the consolidated

financial statements.

We believe that the collected evidence provides a sufficient and appropriate basis for supporting the expression of our opinion.

III. Opinion

In our opinion, the consolidated financial statements are in order and honest and give, in all material respects, a faithful

representation of the financial situation of the UBCI Group that, as well as the results of its operations and its cash flows for

the year ended December 31st, 2009, in accordance with the accounting principles generally accepted in Tunisia.

IV. Specific checks

We have also undertaken, in accordance with the standards of the profession, the specific checks provided for by the law.

On the basis of those checks, we have no observations to make regarding the reliability and the concordance of the consolidated

financial statements with the accounting information given in the business report of the Board of Directors


Union Bancaire pour le Commerce et l’Industrie


Les états

Financiers Consolidated Consolidés

du Groupe Financial UBCI

Statements


Union Bancaire pour le Commerce et l’Industrie

CONSOLIDATED BALANCE SHEET

As of december 31st, 2009

(In thousand dinars)

Notes 31/12/2009 31/12/2008

ASSETS

Cash in hand and assets with CBT, GA and TGT 1 43 919 97 050

Dues from banking and financial institutions 2 314 207 111 523

Customer loans 3 1 255 943 1 330 534

Commercial portfolio 4 25 552 26 610

Investment portfolio 5 82 796 73 499

Securities recognised as equivalent 6 2 628 2 288

Fixed Assets 7 56 547 58 914

Deferred tax assets 8 4 317 4 117

Other Assets 9 30 251 36 007

TOTAL ASSETS 1 816 160 1 740 542

PASSIf

Deposits and assets of banking and financial institutions (1) 10 90 076 103 779

Customers Deposits and Assets (1) 11 1 397 570 1 298 458

Loans and special resources 12 49 660 64 456

Deferred tax assets 13 368 236

Other liabilities 14 71 810 79 472

TOTAL LIABILITIES 1 609 484 1 546 401

Minority shareholder’s interests on the result 634 738

Minority shareholder’s interests on reserves 7 244 8 026

MINORITY INTERESTS 7 878 8 764

GROUP’S EQUITY

Capital 50 000 50 000

Consolidated and Related Reserves 125 216 110 389

Consolidated Result 23 582 24 988

TOTAL GROUP’S EQUITY 15 198 798 185 377

TOTAL LIABILITIES, MINORIYY INTERESTS AND CONSOLIDATED STOCKHOL-

DER’S EQUITY

*Balances have been restated for purposes of comparability of financial statements. Cf. notes 10 and 11

1 816 160 1 740 542


CONTINGENT COMMITMENTS

PERIODE FROM JANUARY 1ST TO DECEMBER 31st

Notes 31/12/2009

(In thousand dinars)

31/12/2008

Contingent liabilities

Bank guarantees, endorsements and other securities granted 16 355 460 286 769

Documentary credits 17 353 401 173 770

Total contingent liabilities 708 861 460 539

Commitments given

Financing commitments for customers 18 355 019 266 489

Commitments against securities (unpaid holdings) 19 435 19

Total commitments given 355 454 266 508

Commitments received

Received guarantees 20 840 780 808 356

Total commitments received 840 780 808 356

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

CONSOLIDATED RESULT STATEMENT

Period from january 1st to december 31st, 2009

Notes 31/12/2009

(In thousand dinars)

31/12/2008

Banking operating income

Interests and related incomes 22 84 961 97 475

Earnings from leasing activities 23 9 247 8 349

Commissions (in products) 24 28 383 25 788

Earnings from commercial portfolio and financial operations 25 7 691 9 354

Earnings from investments portfolio 26 5 521 5 852

Total banking operating income 135 803 146 818

Banking operating expenses

Incurred interests and related expenses 27 36 348 47 772

Incurred commissions 2 041 1 539

Losses on commercial portfolio and financial operations 5 158

Total banking operating expenses 38 394 49 469

Net banking income 97 409 97 349

Provisions allowances and revenues from adjustments on receivables, off

balance sheet items and provisions for liabilities

28 (2 290) (2 463)

Provisions allowances and revenues from adjustments on investment portfolio

29 (156) (3)

Other operating income 1 958 1 637

Personnel expenses (39 075) (35 427)

General operating expenses (18 439) (18 742)

Fixed assets depreciation allowances (8 491) (7 880)

Operating result 30 916 34 471

Share in the Result of enterprises recognised as equivalent 368 295

Balance of profit/loss from other ordinary items 246 (6)

Corporate tax 30 (7 314) (9 034)

ORDINARY ACTIVITIES RESULT 24 216 25 726

Minority shareholder’s interests (634) (738)

NET CONSOLIDATED RESULT 23 582 24 988

CONSOLIDATED RESULT PER SHARE 31 2,359 2,499


CASH FLOW STATEMENT

Period from january 1st to december 31st, 2009

Notes Exercice 2009

(In thousand dinars)

Exercice 2008

Operating activities

Received banking operating income 119 269 130 997

Paid banking operating expenses (36 640) (44 299)

Loans/disbursement of loans to financial institutions 232 2 139

Deposits/withdrawals on deposits accounts of other banks and financial

institutions

(127) (1 948)

Loans/disbursement of loans with clients 78 487 (171 674)

Deposits/withdrawals of deposits with clients 109 187 214 635

Acquisition/sale of investment securities 1 434 (1 052)

Cash paid to personnel and other creditors (65 175) (44 747)

Other cash flow from operating activities 11 772 (1 786)

Corporate tax (9 870) (5 046)

Operating cash flow from non banking activities 3 370 (2 296)

Cash flow from operating activities 211 939 74 923

FInancing activities

Loans issued/repaid 5 170 5 735

Increase/decrease of special resources (8 302) 12 485

Paid dividends (8 283) (10 713)

Cash flow of financing activities (11 415) 7 507

Financing activities

Loans issued/repaid (18 643) (22 984)

Increase/decrease of special resources (9 053) (7 333)

Paid dividends (10 800) (12 360)

Cash flow of financing activities (38 496) (42 677)

Net fluctuation of available cash and cash equivalent 162 028 39 753

Cash and cash equivalent at the beginning of the accounting period 104 951 65 198

Cash and cash equivalent at the end of the accounting period

*Balances have been restated for purposes of comparability of financial statements. Cf. note 32

32 266 979 104 951

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

UBCI GROUP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A. NOTES ON THE BASIS USED FOR THE PREPARATION AND PRESENTATION

OF THE CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING PRINCIPLES FOR THE ASSESSMENT AND PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

1.1. Accounting Framework

The cpnsolidated financial statements of UBCI are prepared and presented in accordance with the accounting principles

generally accepted in Tunisia. Among these are:

- The general accounting standard (NCT 1)

- The banking accounting standards (NCT 21 to 25)

- The accounting rules concerning consolidation (NCT 35 to 37);

- The accounting standard concerning the groupings of companies (NCT 38)

- The rules of the Central Bank of Tunisia decreed by circulars No. 91-24 of December 17, 1991 as modified by subsequent

legal texts

The consolidated financial statements are prepared according to the historical cost convention and denominated in thousand

Tunisian dinars

1.2. Consolidation perimeter, methods and rules

1.2.1. Perimeter

The consolidated financial statements include those of UBCI and those enterprises over which the bank exercises exclusive

control, joint control or notable influence.

1.2.2. Consolidation methods

1.2.2.1. Companies consolidated through global integration

Enterprises over which the group exercises exclusive control are consolidated through global integration.

The group has exclusive control over a subsidiary when it is in a position to manage the financial and operating policies of that

subsidiary so as to derive benefit from those activities. That control derives from:


- the direct or indirect holding, through subsidiaries, of more than half the voting rights of the consolidated enterprise;

- or power over more than half the voting rights by virtue of an agreement with other investors;

- or Articles of Association or a contract;

- or the power to appoint or dismiss the majority of the members of the Board of Directors or an equivalent executive body;

- or the power to muster a majority of voting rights in the meetings of the Board of Directors or an equivalent executive body.

Furthermore, control is assumed to exist in case the group holds directly or indirectly 40% at least of the voting rights of

another enterprise, or no other associate hold a larger portion of it in that enterprise.

Global integration consolidation involves the substitution of the acquisition cost of the subsidiaries’ securities by the totality

of the assets and liabilities of the said subsidiaries while showing the share of the minority shareholders in the stockholder’s

equity and in the result (minority interests) of those subsidiaries.

1.2.2.2. Companies recognized as equivalent

Enterprises under notable influence are recognised as equivalent. The notable influence results from the power to participate

in the financial and operational policies of an enterprise without exerting control over it. Notable influence may derive from a

representation on the Board of Directors or an equivalent executive body of the enterprise under hold, the participation in the

process of policy development, the existence of significant transactions between the Group and the enterprise under hold, an

exchange of management personnel, the supply of essential technical information. The notable influence over the financial

and operational policies of an enterprise is assumed when the group holds, directly or indirectly, through subsidiaries, 20% at

least of that enterprise.

1.2.3. Consolidation rules

1.2.3.1. Coût d’acquisition des titres, goodwill et écart d’évaluation

1.2.3.1.1. Acquisition cost of the securities, goodwill and evaluation differential

The acquisition cost of the securities is equal to the amount of the remuneration given to the seller by the buyer excluding

acquisition charges, such as agents’ commissions, honoraria, the bank’s duties and expenses. However, research and

consultancy honoraria contracted for the acquisition are included in the cost.

1.2.3.1.2 First consolidation differential

The first consolidation differential corresponds to the difference between the acquisition cost of the securities and the

corresponding quota in the net accounting asset of the consolidated company at the acquisition date. That differential is

broken down into evaluation differential and goodwill.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

a. Evaluation differential

The evaluation differential corresponds to the differences between the fair value of the assets and liabilities elements of the

consolidated company and their net accounting values at the date of each acquisition.

b. Goodwill

The goodwill corresponds to the surplus of the acquisition cost over the net value of the acquired identifiable assets and

liabilities. It is accounted for as an asset and amortized in a linear fashion over a period not longer than twenty years, defined

specifically in terms of the particular conditions of each acquisition.

The negative goodwill corresponds to the surplus of the share in the fair value of the acquired identifiable assets and liabilities

over the acquisition cost. The negative goodwill is amortized part or in whole over the foreseeable realisation period of the

expected future losses and expenses or over the average depreciation period left to run of the acquired identifiable amortizable

non monetary assets. The remainder, if any, is accounted for immediately in the result.

1.2.3.2. Reciprocal operations and internal operations

Incomes and charges resulting from internal operations within the group and having a significant effect on the consolidated

financial statements are eliminated when they concern enterprises subject to a global, proportional integration or recognized

as equivalent.

Reciprocal claims, debts and commitments are eliminated when they concern enterprises subject to a global or proportional

integration.

1.2.3.3. Leasing operations

When the bank is in the position of buyer, leasing operations are entered under the heading “Fixed assets” of the consolidated

balance sheet at their gross value net of economic depreciations.

Rents are broken down into the share in the invested capital repayment and the financial revenues remunerating the investment.

2. OTHER ACCOUNTING PRINCIPLES FOR EVALUATION AND PRESENTATION

2.1. 1.2. Posting of commitments and related revenues

The bank’s commitments consist of the following headings:

- Discount portfolio;

- Customer debit accounts;


- Credits on special resources;

- Other customer credits; and

- Commitment by signature

Posting of contingent commitments

Financing commitments are shown off balance sheet as they are made. They are transferred to the balance sheet at their

nominal value as funds are made available.

Posting of customer loans

Disbursed credits and debit current accounts are shown after deduction of reserved interests and bank commissions and

related provisions.

Classification of commitments

Commitments are classified and backed with provisions in accordance with the provisions of CBT circular No. 91-24 (as

modified by circular 99-04 of March 19th, 1999).

Current assets (Class 0)

Current assets are assets the realisation or full collection of which looks certain within the allotted time.

Assets to watch (Class1)

These are commitments the realisation or full collection of which is also certain within the allotted time but which are held

by enterprises which operate in a line of business facing difficulties or whose financial situation is deteriorating.

Uncertain commitments (Class 2)

These are all assets the realisation and full collection of which are uncertain within the allotted time and which are held on

enterprises facing financial or other difficulties that could call their validity into question and require the implementation of

adjustment measures.

These commitments include assets the payments of whose interest or principal are late by more than 90 days but less than

180 days.

Worrying assets (Class 3)

These are all assets the realisation or collection of which is under threat. They are held by enterprises whose situation suggests the

likelihood of a certain level of loss (these enterprises represent even more seriously the characteristics of Class 2).

These commitments include assets the payments of whose interest or principal are late by more than 180 days but less than 360 days.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Compromised assets (Class 4)

This class includes debts whose repayments are late by more than 360 days as well as assets that are left pending for more

than 360 days.

Provisions for commitments

Provisions are determined according to the rates laid down by the CBT circular, after deduction of guarantees considered to

be valid.

(i) Consideration of guarantees:

Guarantees considered to be legally valid are:

- Guarantees received from the State of Tunisia, from banks and insurance companies when they are evidenced by certificates;

- Guarantees embodied in financial instruments;

- Duly registered mortgages on property recorded with the property ownership conservation authority, realizable within a

reasonable period;

- Mortgage promises on lands acquired from the AFH, AFI or AFT;

- Duly registered marine mortgages.

- Goods given on lease and owned by UBCI Leasing: these goods are evaluated by applying on their original value an annual

discount of:

• 5 % on real estate;

• 20 % on motor vehicles;

• 40 % on capital goods and other equipment.

(ii) Provision rate:

Provisions for commitments are determined according to prudential norms on sharing, covering risks and follow up of

commitments contained in CBT circular No. 91-24, as modified by CBT circular No. 99-64, which defines minimum provision

rates as follows:

Class Provision rate

1 0 %

2 20 %

3 50 %

4 100 %


Provision rates by risk class are applied to net risk not covered, that is, the amount of the commitment less reserved bank

interest and the value of guarantees obtained in the form of financial assets, mortgaged buildings, State guarantees and

guarantees from banks and insurance companies.

Interests and assimilated revenues as well as commissions are posted to the period result in the amounts related to the said

period.

Overdue interests on loans classified among “uncertain assets” (B2 class) or among “worrying assets” (B3 class) or among

“compromised assets” (B4 class), as defined by circular CBT No. 91-24, are noted under reserved income and deducted from

the post “Customer loans.” These interests are entered under result, when they are effectively realized.

Accrued interests not yet due on loans classified among “current assets” (A class) and among “assets requiring a special follow

up” (B class), as defined by CBT circular No. 91-24, are posted to result as they accrue.

2.2. Collection portfolio / accounts payable after collection

The bank elected to process values remitted by customers for collection within the framework of financial accounting. Used

accounts are cancelled for reasons of presentation. The balance between the collection portfolio and accounts payable after

collection is the only one reported at the financial statements level.

2.3. Posting of the securities portfolio and related income

2.3.1. Composition of the securities portfolio

The securities portfolio consists of the commercial portfolio and the investment portfolio.

• The commercial securities-portfolio

Transaction securities : these securities are distinguishable by their short holding period (less than 3 months) and their

liquidity.

Investment securities : these are securities which do not meet the criteria set for transaction or investment securities.

• The investment portfolio

TInvestment securities : These securities are acquired with the firm intention of holding them up to maturity pursuant to a

decision which derives from a policy suited to the portfolio investment securities.

Equity shares : These shares are excluded from consolidation

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

2.3.2. Posting and assessment at the closing date

Securities are entered in the accounts at the acquisition date for their acquisition cost, all expenses and charges excluded

except for fees paid for study and counsel committed on the occasion of the acquisition of investment securities, equity stake

or shares in partner enterprises and joint ventures, and interests in the affiliated enterprises:

Subscribed participations not paid up are entered as contingent commitments, for their issuing date.

At the closing date, securities are assessed as follows :

Transaction securities : these securities are entered at their market value (weighted average market price). Subsequent price

variation is included in the result.

Investment securities : Each of these securities is valued separately: quoted securities at their market value and unquoted

securities at their fair value. There can be no netting out of the underlying gain of some securities with the underlying losses

of other securities.

The underlying decreases in value resulting from the difference between the book value and the market value give rise to

provision formation unlike underlying appreciations, which are not noted.

Investment securities : The treatment of underlying rise in value of these securities is the same as that provided for investment

securities. Underlying decreases in value will be subject to provision only in the two following cases:

- A strong probability that the enterprise will not hold the securities up to maturity.

- The existence of risks of defaulting on the part of the entity issuing the securities.

2.3.3. Posting of return on securities portfolio

Interests are accounted for taking into account the separation of financial years. Thus, receivables on subscribed treasury bills

are noted in the result of the period.

Dividends on variable-yield securities held by the bank are taken into account in the result as of the date at which their

distribution has been officially approved.

2.4. Posting of incurred interests and related charges

Incurred interests and related charges are accounted for in the result as they accrue. However, disbursed charges related

to future years are not posted as charges of the period under review and noted in the balance sheet of the bank in the

prepayments and accrued income.


2.5. Posting of fixed assets

Fixed assets are accounted for at their acquisition cost. They are amortized according to the straight-line depreciation method.

The depreciation rates used are as follows:

Buildings 5 %

Remodelling 10 %

Safes 5 %

Motor vehicles 20 %

Computer equipment* 25 %

Computer equipment – big operational facilities 20 %

Computer software 33 %

ATLAS II software 20 %

Low value fixed assets 100 %

*As of 01/01/2007, the amortization of computer equipment is realized over a period of 4 years. The corresponding fixed assets acquired previously have been

calculated in 2007on the basis of the net accounting value spread over the period left to run for amortization.

2.6. Conversion of foreign currency operations

Foreign currency operations are dealt with separately in a self-contained accounting system, each of the concerned currencies

being converted in the reference currency, on the basis of the interbank average exchange rate, at closing date for all of the

operations accounted for in each currency during the period.

2.7. Provision for retirement commitments

The bank has opted for a gradual posting on the liabilities side of the retirement commitments corresponding to the retirement

allowance owed, in accordance with the collective agreement applicable to the banking sector and to other benefits owed in

pursuance of the internal policy of the bank.

2.8. Corporate tax

Pursuant to the provisions of the Finance Law for 2006, the tax rate on the companies of UBCI group is 35% for the subsidiaries

that are part of the financial institutions as well as the parent company. For subsidiaries which do not belong to the financial

sector the corporate tax rate is 30%.

The consolidated accounts of the Group are prepared according to the rules of the deferred tax method. According to this

method, future fiscal impacts, certain or probable, assets or liabilities, of past or current events and transactions, are taken

into account.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

A deferred tax asset is accounted for with respect to all the deductible temporal differences inasmuch as it is probable that a

taxable profit, to which those deductible temporal differences could be ascribed, will be available.

For all taxable temporal differences a deferred tax asset is accounted for.

B. CONSOLIDATION PERIMETER :

The consolidation perimeter is as follows :

Companies consolidated through global integration

% Control % Interest

2009 2008 2009 2008

Financial institutions

UBCI Leasing 89,16% 89,16% 83,65% 83,65%

Other enterprises of a financial nature

UBCI Finance 99,98% 99,98% 71,99% 71,99%

Asset Management 99,30% 99,30% 71,58% 71,58%

Global Invest (SICAR) (G.I.S.) 86,06% 78,77% 78,89% 71,60%

Union Méditerranéenne de Finance (MED FINANCE SICAF) 60,00% 60,00% 60,00% 60,00%

Property Development

Union immobilière * 99,98% 99,98% 83,98% 83,98%

Companies consolidated through the equity method

Other enterprises of a financial nature

UTP SICAF* 41,74% 41,74% 37,57% 37,51%

HANNIBAL SICAV 10.68% 9.96% 10.68% 9.96%

SALAMBO SICAV 10.55% 13,31% 10.55% 13,31%

UNIVERS SICAV 14,10% 14,32% 14,10% 14,32%

* UTP SICAF is consolidated through the equity method because it is controlled by another Group


EXPLANATORY NOTES

(Figures are expressed in KTND: thousand Tunisian dinars)

I. ASSETS

Note 1 – Cash in hand with CBT, GA and TGT

The balance of this heading reached KTND 43,919on December 2009 against KTND 97,050 on December 2008 and

is analysed as follows :

31/12/2009 31/12/2008

Cash 13 699 16 063

CBT ordinary accounts 30 220 80 987

43 919 97 050

Note 2 – Dues from banks and financial institutions

The balance of this heading reached KTND 314,207 on December 31st, 2009 against KTND 111,523 on December

31st, 2008 and is shown as follows :

31/12/2009 31/12/2008

BCentral Bank of Tunisia 280 448 67 869

Assets with correspondents 33 684 43 454

Specialised financial institutions - 163

Debts charged off to accounts of financial institutions 75 37

314 207 111 523

Annual Report 2009


Note 3 – Customer loans

Union Bancaire pour le Commerce et l’Industrie

The balance of this item reached KTND 1 255,943 on December 31st, 2008 against KTND 1.330,534 on December 31st, 2008

and is detailed as followst :

31/12/2009 31/12/2008

Loans and accounts charged off (1) 1 172 801 1 247 345

Customer debit accounts 90 177 108 698

Leasing 93 166 85 750

Reserved bank charges (13 990) (17 642)

Provisions (86 211) (93 617)

Net total 1 255 943 1 330 534

(1) This heading is analysed as follows :

31/12/2009 31/12/2008

Loans to customers 1 026 372 1 088 374

Other customer credits 18 382 15 797

Doubtful debts 122 845 137 175

Debts charged off 5 202 5 999

1 172 801 1 247 345

Note 4 – Commercial portfolio

The balance of this post reached KTND 25,552 on December 31st, 2009 against KTND 26,610 on December 31st, 2008 and is

analysed as follows :

31/12/2009 31/12/2008

Transaction securities 19 531 20 780

Investment securities 5 964 5 735

Debts charged off to the commercial portfolio account 226 235

Provision (169) (140)

25 552 26 610


Note 5 – Investment portfolio

The value of the investment portfolio reached KTND 82,796 on December 31st, 2009 against KTND 73,799 on

December 31st, 2008 and is analysed as follows :

31/12/2009 31/12/2008

Equity shares 3 690 3 124

Carry securities 10 207 6 007

Investments securities 68 238 63 889

Debts charged off/Investment securities 3 581 3 583

Provision for equity securities depreciation (2 920) (3 104)

Net total 82 796 73 499

Note 6 – Securities recognised as equivalent

The item “securities recognised as equivalent” represents UBCI quota in the assets of the companies recognised as

equivalent. It has a balance of KTND 2,628 on December 31st, 2009 against KTND 2,288 on December 31st, 2008 and

is detailed as follows :

31/12/2009 31/12/2008

HANNIBAL SICAV 319 283

UNIVERS SICAV 298 222

SALAMMBO SICAV 302 283

U T P 1 709 1 500

2 628 2 288

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 7 – Fixed assets off Goodwill

Fixed assets reached KTND 56,547 on December 31st, 2008 against KTND 58,914 on December 31st, 2008 and are analysed

as follows :

31/12/2009 31/12/2008

Tangible assets 136 138 130 881

Intangible assets 1 640 1 637

Assets under construction 7 128 6 307

Assets acquired through leasing - 169

Gross values at end of period 144 906 138 994

Amortization (88 021) (79 742)

Provisions for depreciation (338) (338)

Net assets at end of period 56 547 58 914

Note 8 – Deferred tax assets

Deferred tax assets stood at KTND 4,317 on December 31st, 2009 against KTND 4,117 on December 31st, 2008.

Note 9 – Other assets

The balance of this heading reached KTND 30,251 on December 31st, 2009 against KTND 36,007 on December 31st, 2008 and

is detailed as follows :

31/12/2009 31/12/2008

Sundry debtors 21 459 24 721

Adjustment accounts 6 555 8 999

Stock accounts 303 212

Headquarters, subsidiary and branches - 221

Debts to be paid by the State 2 031 2 178

Provisions/other assets (97) (324)

30 251 36 007


II. LIABILITIES

Note 10 – Deposits of banks and financial institutions

The balance of this post reached KTND 90,076 on December 31st, 2009 against KTND 103,779 on December 31st, 2008 and is

detailed as follows :

31/12/2009 31/12/2008

Non-resident banks (ordinary accounts) 5 132 1 716

Deposit banks 24 19

Borrowings/interbank market 57 701 81 550

Term deposits (*) 25 000 20 000

Specialised financial institutions 2 186 135

Debts charged off to interbank loans and borrowings 33 359

90 076 103 779

((*)The time deposits subscribed for by BNP Bahrain has been reclassified as deposits and assets of banking institutions and reduced by customer deposits

and assets / current account deposits.

For comparability purposes, the same reclassifications have been made on the figures published under the year 2008.

Note 11 – Customer current account deposits

The balance of this account reached KTND 1.397,570 on December 31st, 2009 against a balance of KTND 1.298,458 at31

December 2008. It is analysed as follows :

31/12/2009 31/12/2008

Sight accounts 568 374 511 772

Savings account 378 216 330 744

Fixed deposit /deposit bonds and other financial products (*) 361 118 354 055

Other sums due to customers 25 041 26 992

Certificates of deposits and treasury bills subscribed for by customers 59 000 68 000

Debts charged off to customer accounts 5 821 6 895

1 397 570 1 298 458

(*)The time deposits subscribed for by BNP Bahrain has been reclassified as deposits and assets of banking institutions and reduced by customer deposits

and assets / current account deposits.

For comparability purposes, the same reclassifications have been made on the figures published under the year 2008.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 12 –Loans and special resources

The balance of this post reached KTND 49,660 on December 31st, 2009 against a balance of KTND 64,456 on December 31st,

2008. It is analysed as follows :

31/12/2009 31/12/2008

Debenture loan 8 000 12 000

Other loans 5 440 6 648

State resources 4 579 4 594

Realisation of receivables 449 449

Partnership credits 8 300 11 952

IBRD credit 1 949 2 959

Other external funds 20 052 24 821

Debts linked to special resources 891 1 033

49 660 64 456

Note 13 – Deferred tax assets

The deferred tax assets stood at KTND 368 on December 31st, 2009 against KTND 236 on December 31st, 2008.

Note 14 – Other liabilities

The balance of this heading reached KTND 71,810 on December 31st, 2009 against a balance of KTND 79,472 on December

31st, 2008. It is analysed as follows :

31/12/2009 31/12/2008

Provisions (retirement, off balance sheet) 12 920 11 801

Adjustment accounts 19 685 18 638

Sundry creditors 19 793 29 350

Accounts payable after collection 18 743 18 920

Investments Grants 669 763

71 810 79 472


Note 15 – Stockholder’s equity

As of December 31st, 2009, the authorised capital of the group amounted to KTND 50,000 corresponding to the

capital of the parent company UBCI. It is made up of 10,000,000 fully paid up shares the nominal value of each of

which is TND 5.

The total of the bank’s equity of the group, before allocation of the result for 2009, amounted to KTND 198,798.

The contributions of each company included within the perimeter of consolidation to the equity of the group are as

follows :

Company Capital Consolidated

reserves

Other equity Consolidated

result

Equity

2009

UBCI 50 000 118 119 18 134 186 253

UBCI Leasing 2 163 5 125 7 288

UBCI Finance 55 - 20 35

ASSET MANAGEMENT 17 2 19

MED MANAGEMENT 1 671 -210 1 461

UTP 446 358 804

G.I.S 2 975 407 3 382

UNION IMMOBILIERE - 248 - 224 -472

SICAV SALAMBO -2 5 3

SICAV HANNIBAL 17 5 22

SICAV UNIVERS 3 0 3

TOTAL 50 000 125 216 23 582 198 798

III. CONTINGENT COMMITMENTS

Note 16 – Guarantees, endorsements and other given securities

The balance of this heading amounted to KTND 355,460 on December 31st, 2009 against KTND 286,769 on December

31st, 2008 and is detailed as follows :

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

31/12/2009 31/12/2008

In favour of banking and financial institutions 154 659 135 479

In favour of customers 200 801 151 290

Tax bonds 11 454 10 676

Tender guarantees 101 662 85 175

In foreign currencies 19 006 24 545

In dinars 82 656 60 630

Customs guarantees 24 899 22 462

Sundry guarantees 57 449 25 265

In foreign currencies 40 178 14 660

In dinars 17 271 10 605

Pledged bonds 5 337 7 712

355 460 286 769

Note 17 – Documentary credits

The balance of this heading reached KTND 353,401on December 31st, 2009 against KTND 173,770 on December

31st, 2008. It is detailed as follows :

31/12/2009 31/12/2008

Documentary credits in favour of financial and banking institutions 199 007 25 295

Documentary credit in favour of customers 154 394 148 475

Opening of documentary credits 114 292 121 365

Payment acceptance linked to foreign trade 40 102 27 110

353 401 173 770

Note 18 – Financing commitments given

These are confirmed financing agreements and openings of credit lines that the bank committed to making available

to banking and financial institutions and economic agents.

As of December 31st, 2009, commitments on customer loans added up to KTND 355,019 against KTND 266,498 on

December 31st, 2008.


Note 19 – Commitments against securities

This account includes unpaid investments in other companies. It is detailed as follows:

31/12/2009 31/12/2008

EPAC COM 9 9

IDE 7 7

climatic engineering 3 3

SIDCO 416 -

435 19

Note 20 – Guarantees received

This heading is detailed as follows :

31/12/2009 31/12/2008

Guarantees received from the State and insurance companies 113 899 93 172

Guarantees received from banks 292 274 224 769

Guarantees received from resident banks 1 212 1 109

Guarantees received from non-resident banks 291 062 223 660

Collateral in the form of securities 31 920 36 122

Guarantees received from customers 402 687 454 293

840 780 808 356

Note 21 –Foreign currencies operations

Foreign currencies operations entered off balance are of two kinds :

Foreign currencies purchase and sale operations the outcome of which is deferred by the parties only for reasons

of usance duration constitute exchange operations in cash and are deducted on December 31st, 2009 as follows :

Cash purchase 13 292 KDT

Cash sale 8 875 KDT

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Foreign currencies purchase and sale operations, the outcome of which is deferred by the parties for reasons other

than the usance having a maturity date of over two days, constitute term exchange operations and are deducted on

December 31st, 2009as follows:

Term purchase 59 309 KDT

Term sale 26 398 KDT

IV. RESULT STATEMENT

Note 22 – Incurred interests and related incomes

The balance of this heading reached KTND 84,961 on December 31st, 2009against KTND 97,475 on December 31st,

2008. It is analysed as follows :

31/12/2009 31/12/2008

Proceeds from cash and interbank operations 6 437 5 390

Proceeds from credit operations 71 649 84 247

Other related incomes 6 875 7 838

84 961 97 475

Note 23 – Revenues from leasing activities

Revenues from leasing activities amounted to KTND 9,247 on December 31st, 2009 against KTND 8,349 on December

31st, 2008.


Note 24 – Commissions

The balance of this heading amounted to KTND 28,383 on December 31st, 2009 against KTND 25,788 on December

31st, 2008. The balance is detailed as follows:

31/12/2009 31/12/2008

Commissions charged on banking operations 21 854 20 593

Book keeping commissions 1 919 2 044

Commissions on physical exchange operations 307 326

Other commissions 4 303 2 825

28 383 25 788

Note 25 – Earnings from commercial portfolio and financial operations

The balance of this heading amounted to KTND 7,691 on December 31st, 2009 against KTND 9,354 on December

31st, 2008. The balance is analysed as follows :

31/12/2009 31/12/2008

Income from financial operations 6 403 7 090

Earnings from commercial portfolio 1 288 2 264

7 691 9 354

Note 26 –Earnings from investment portfolio

This post added up to KTND 5,521 on December 31st, 2009 against KTND 5,852 on December 31st, 2008 and is

detailed as follows :

31/12/2009 31/12/2008

Portage interests/securities 624 500

Interests received on assimilated treasury bonds 4 249 4 260

Dividends on participation portfolio 239 160

Capital gains on disposal of investments in other companies 409 932

5 521 5 852

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 27 – Incurred interests and related expenses

The balance of this post amounted to KTND 36,348 on December 31st, 2009 against KTND 47,772 on December 31st, 2008.

The balance is analysed as follows :

31/12/2009 31/12/2008

Charges on cash and interbank operations 2 531 3 129

Interests on customer accounts 31 395 37 414

Charges on debenture and budgetary loans 1 680 5 195

Related expenses 742 2 034

36 348 47 772

Note 28 – Provisions allowances and revenues from adjustments on receivables off balance sheet and liabilities

The balance of this post amounted to KTND 2,290 on December 31st, 2009 against KTND 2,463 on December 31st, 2008. The

balance is analysed as follows :

31/12/2009 31/12/2008

Provisions allowances 6 672 6 643

Release of provisions (13 101) (12 097)

Sundry losses on bad debts 704 363

Cancelled debts 8 289 7 570

Recoveries on cancelled debts (274) (16)

2 290 2 463


Note 29 – Provisions allowances and revenues from adjustments on investment portfolio

The balance of this post amounted to KTND 156 on December 31st, 2009 against KTND 3 on December 31st, 2008. The balance

is analysed as follows:

31/12/2009 31/12/2008

Premium/investment securities spread (138) (139)

Provisions allowances (338) (25)

Release of provisions 320 161

(156) (3)

Note 30 – Corporate tax

The balance of this heading added up to KTND 7,314 on December 31st, 2009against KTND 9,034 on December 31st, 2008. It

is analysed as follows :

31/12/2009 31/12/2008

Tax outstanding 7 407 8 135

Deferred tax (93) 899

7 314 9 034

Note 31 –Consolidated result per share

Consolidated earnings per share and the data used to determine them for the fiscal year 2009are as follows :

31/12/2009 31/12/2008

Net consolidated Result (in KTND) 23 582 24 988

Net Result attributable to the shareholders (in KTND) 23 582 24 988

Number of ordinary shares 10 000 000 10 000 000

Consolidated Result per share (in TND) 2,359 2,499

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Note 32 –Cash and cash equivalents

As of December 31st, 2009, cash and other liquidity stood at KTND 266,979 against KTND 104,951 on December 31st, 2008.

This balance is analysed as follows :

Heading 31/12/2009 31/12/2008

Cash in hand 13 699 16 063

Central Bank (ordinary accounts) 30 220 80 987

Deposit banks (ordinary accounts) 29 69

Non-resident banks (ordinary accounts) 11 858 5 335

Central Bank (day to day and term loans) 279 196 67 664

Deposit banks (day to day and term accounts) 9 000 26 000

Non-resident banks (day to day and term loans) 12 826 8 442

Non-resident banks set up abroad (others) - 3 678

Deposit banks (ordinary accounts) (20) (20)

Non-resident banks (ordinary accounts) (7 128) (1 717)

Non-resident banks set up abroad (time deposits) (*) (25 000) (20 000)

Non-resident banks (day to day and term borrowings) (57 701) (81 550)

266 979 104 951

(*)The time deposits subscribed for by BNP Bahrain has been reclassified as deposits and assets of banking institutions. For comparability purposes, the same

reclassifications have been made on the figures published under the year 2008.


Ordinary General

Meeting June 25H, 2010

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

DRAFT RESOLUTIONS

ORDINARY GENERAL MEETING ON JUNE 25TH 2010

First Resolution :

The Ordinary General Assembly (OGA), having heard the reports of the Board of Directors read out to it, approves the said

reports as well as the balance sheets and Result Accounts ended on December 31st, 2009 as they have been presented to it.

This resolution was adopted unanimously.

Second Resolution :

The OGA notes the report (individual and consolidated) drawn up by the Auditors in pursuance of Article 29 of Law No. 2001-65

on credit institutions and Articles 200 and 475 of the Code of Business Firms.

This resolution was adopted unanimously.

Third Resolution :

The OGA approves the distribution of the positive balance of the Profit and Loss account which amounts, after the 2007 balance

carried forward, to 22.525.281, 538 dinars, according to the proposal submitted to it, namely :

- To set the dividend per share for the year 2009 at ...................................1 ,250 DTU

The payment of this dividend totalling .........................................12.500.000,000 DTU

- To allocate to the optional reserve the sum of .............................. 9.397.000,000 DTU

- To allocate to the special reserve the sum of ...................................625.908,103 DTU

- To carry over the sum of ............................................................................ 2.373,435 DTU

This resolution was adopted unanimously.


Fourth Resolution :

The OGA aapproves to transfer to the extraordinary reserve the sum of 6,746.600 TND to be deducted from the «special»

reserve and representing the part of this reserve that has become available.

This resolution was adopted unanimously.

Fifth Resolution :

The OGA gives the Directors in office during the year 2009 full discharge for their management and approves the granting to

the Board of Directors the amount of TND 381.238,275 as Directors fees.

This resolution was adopted unanimously except one vote.

Sixth Resolutuion :

The OGA renews for a term of three years, i.e., up to the Ordinary General Meeting which will rule on the accounts for

the year 2012, the mandate of Mr Tahar BOURICHA as Board Member.

This resolution was adopted unanimously.

Seventh Resolution :

The OGA renews for a term of three years, i.e., up to the Ordinary General Meeting which will rule on the accounts for

the year 2012, the mandate of Mr André CHAFFRINGEON as Board Member.

This resolution was adopted unanimously.

Annual Report 2009


Eighth Resolution :

Union Bancaire pour le Commerce et l’Industrie

The OGA renews for a term of three years, i.e., up to the Ordinary General Meeting which will rule on the accounts for

the year 2012, the mandate of Mr Slah-Eddine BOUGUERRA as Board Member.

This resolution was adopted unanimously.

Ninth Resolution :

The OGA renews for a term of three years the mission of the Associate Auditors M.T.B.F., Member of Price Waterhouse Coopers,

and ECC MAZARS as Auditors up to the Ordinary General Meeting which will rule on the accounts for the year 2011.

This resolution was adopted unanimously.

Thirtenth Resolution :

The OGA confers full powers to any holder of a copy of or an excerpt from the present resolutions for the purpose of completing

all legal advertising formalities.

This resolution was adopted unanimously.


Extraordinary

General Meeting

June 25H, 2010


Union Bancaire pour le Commerce et l’Industrie

DRAFT RESOLUTIONS

ORDINARY GENERAL MEETING

ON JUNE 25TH 2010

FIRST RESOLUTION :

The Extraordinary General Assembly authorizes the Board of

Directors to increase the capital from 50 to 75 million TND

by incorporation of reserves and the issuance of 5,000,000

bonus shares at the rate of one new share for two old shares

with enjoyment from January 1st, 2010. The Extraordinary

General Assembly gives, by consequence, all powers to

the Board of Directors for such capital increase operation,

specify the terms, take all measures to this end and make

the correlative bylaws change.

SECOND RESOLUTION :

The shareholders approve the amendment of statutory

provisions below.

• ARTICLE 5

Capital :

The capital is fixed at 75.000.000 dinars. It is divided into

15 000.000 fully paid shares of 5 dinars each.

• ARTICLE 6 paragraph 7

However, a quarter of the capital increase and if necessary

the full share premium must be completly released within

five years from the date of opening of subscriptions.

• ARTICLE 6 paragraph 9

The time given to shareholders to subscribe to a capital

increase by issuing shares for cash cannot be less than

fifteen days. This period runs from the insertion in the Official

bulletin of the Republic of Tunisia of a notice to shareholders

stating their preferential right, the date of opening and

closing of the subscription, as well as the value of shares at

their issue.

• ARTICLE 7 paragraph 5

Pursuant to the provisions governing the financial market

on exceeding the thresholds of participation and concerted

action, any shareholder acting alone or in concert which

comes to hold directly or indirectly more than a twentieth,

tenth, fifth, third, half or two thirds of the capital of the

company shall notify the Company by registered letter with

return receipt, within five days after exceeding a threshold

of participation mentioned above, by declaring the total

number of shares and voting rights he holds.

• ARTICLE 15 paragraph 9

Any shareholder holding at least 3% of the capital or

holding an equity participation at least one million dinars

worth, without being a member or a member of the Board

of Directors, may ask in writing the Board of Direktors at

least twice a year questions about any act or fact likely to

endanger the society’s interests.

The Board must respond in writing within one month

following receipt of the question. A copy of the question


and the answer must be communicated to the Auditors.

These documents are made available to shareholders at the

following General Assembly.

• ARTICLE 16

The Chairman of the Board of Directors and the Board

Members are liable under the law. They perform their

duties with the diligence of a prudent contractor and a

loyal commissioner. They will keep secret the confidential

information even after their mandate.

All agreements or transactions made directly or indirectly

or through an intermediary between the Company and

persons connected with it, as covered by the law on credit

institutions, are subject to prior approval of the Board of

Directors and governed by the provisions of Article 200 of

the Code of Business Companies.

Notice of this authorization is given to the auditors by the

Chairman of the Board of Directors submitting the authorized

agreement to the General Assembly of shareholders for

approval. The Auditors shall submit for examination to the

General Assembly of shareholders a special report on these

agreements.

Concerned parties cannot vote and their shares are not

taken into account in calculating the quorum and majority.

The foregoing provisions shall not apply to agreements

relating to current operations, concluded under normal

conditions between the Company and its customers.

However, the CEO, the members of the Board of Directors

and the Deputy Chief Executive shall inform the Board and

the Central Bank of Tunisia about the conclusion of these

agreements.

• ARTICLE 20

Convocation and venue :

The General Assembly is convened by the Board of Directors.

If necessary it can be called by either the Auditor or a

representative appointed by the court upon request of any

person in an emergency or at the request of one or more

shareholders holding at least three percent of capital, either

by the liquidator or by shareholders holding a majority of

the share capital or voting rights after bids to purchase or

exchange or after transfer of a controlling interest.

The Assembly shall meet at the time and place designated

in the notice.

Convocations are made by a notice in the Official Bulletin

of the Republic of Tunisia and in two daily papers, including

one in Arabic, within 15 days at least before the date fixed

for the meeting. They may also be made by registered letter

addressed to each shareholder.

• ARTICLE 24

Quorum of Ordinary General Assemblies :

The ordinary General Assembly is convened annually within

six months after year end closing.

The annual Ordinary General Assembly or convened

extraordinary GA shall be valid if the shareholders present

or represented hold at least one third of the shares giving

the holder the right to vote. In the absence of a quorum,

the General Assembly is convened again and in this second

meeting the Assembly shall be valid whatever the number

of shares represented but only on matters on the agenda of

the first meeting.

Annual Report 2009


Union Bancaire pour le Commerce et l’Industrie

Between the first and the second convocation, a minmum of

15 days must be observed.

Deliberations of the annual Ordinary General Assembly

or the extraordinary GA are taken by majority of vote of

members present and represented.

Each member of the Assembly has as many votes he holds

and represents actions, both on his own behalf and as

mandatary, without restriction.

Any shareholder may vote by mail in accordance with legal

requirements relating thereto.

In case of voting by mail, the company must make available

to shareholders a special form for this purpose. The vote

cast in this way is only valid if the signature on the form is

legalized. Only the votes received by the company before

the end of the day preceding the meeting of the General

Assembly will be considered.

Vote by mail must be sent to the company by registered

letter with acknowledgment of receipt.

To participate in the OGA shareholders must hold at least ten

shares. However, many shareholders may meet to achieve

the minimum required by the statutes and be represented

by one of them.

• ARTICLE 25 paragraph 1 new

Competence :

The Ordinary General Assembly shall take all decisions other

than those which fall within the exclusive competence of the

Extraordinary General Assembly.

• ARTICLE 30

Financial statements :

At the close of each fiscal year, the Board of Directors is

responsible for establishing the financial statements of the

Company in accordance with the law on the accounting

system. It must attach to the balance sheet a statement

of backings, endorsements and guarantees given by the

company and a state of securities granted by the company.

It also prepares a report to shareholders on the progress of

the company during the past year.

The inventory, Balance sheet, financial statements and

annual report are made available to the auditors forty five

days before the date of the General Assembly.

They are also made available to shareholders at the

headquarters a forthnigt before the date of the meeting,

at the same time as the auditors’ reports and the list of

shareholders.

Thus, any shareholder holding at least 3% of the share

capital or holding an equity stake at least one million dinars

worth has the right at any time, to get a copy of corporate

documents concerning the last three years, reports of the

Auditors for the previous three years, and a copy of the

minutes and attendance records of meetings held during the

last three years.

Joint shareholders holding this portion of capital may obtain

disclosure of those documents and give power of attorney to

whom will exercice this right in their place.


• ARTICLE 32 paragraph 3 new

The claim for reimbursement of fictitious dividends shall

lapse five years from the date of distribution. It is prescribed

in all cases by ten years from the date of distribution decision.

This period is increased to fifteen years for the restitution of

proceedings brought against the officers responsible for the

decision to distribute fictitious dividends.

THIRD RESOLUTION :

The Extraordinary General Assembly confers full powers

to any holder of a copies or extracts of the minutes of

this meeting in order to complete all legal lodgement and

advertising formalities.

Annual Report 2009


www.ubcinet.net

S.A. au capital de 50.000.000 dinars

R.C. Tunis B 1932 1997

Siège Social : 139, avenue de la Liberté 1002 Tunis Belvédère

Tél.: (216) 81 100 000

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