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2011 Annual Report

Annual Report 2011

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98 Financial Report

Banque Privée Edmond de Rothschild SA, Geneva

20 Corporate Governance

23 Introduction

24 Group structure and shareholders

26 Capital structure

28 Board of Directors

37 Executive Committee

43Remuneration, profit-sharing and loans

46 Shareholders’ rights

47 Take-overs and defensive measures

48 Independent Auditors

49 Information policy

126 Addresses

Contents

6 Banque Privée Edmond de Rothschild SA

9 Chairman’s message

11 Report of the Executive Committee:

12Is this the end of the market economy? by Michel Lagier

15Governing bodies of Banque PrivéeEdmond de Rothschild SA, Geneva

50 Financial Report

Banque Privée Edmond de Rothschild Group

We all have a role to play in building a better world for our children. In our case, we were exception-ally fortunate to inherit a unique philanthropic tradition based on a longstanding commitment to solidarity, social responsibility and the advance-ment of knowledge. By helping new talent emerge, and by devising

innovative solutions to the social challenges of today, our Foundations work each day to ensure that our vision will translate into lasting achievements in the area of education through initiatives in Arts and Culture, Social Entrepreneurship, Intercultural Dialogue, and Health and Research. Through their geographic locations and range of projects, the Founda-tions represent a rich, multicultural network encompassing initiatives in Geneva, Paris, New York, London, Jerusalem, Barcelona, Bombay, Cape Town and beyond. We endeavor to identify local initiatives and provide close support to their leaders while sharing this experience internationally.By applying an entrepreneurial method to the universe of philanthropy, we aim at contributing to the growing professionalism of the social sector. To uphold what we consider to be essential values, we strive for the recognition of the pluralism inherent to all societies and the respect for their citizens’ multiple identities. Philanthropy based on reciprocity and interaction is our ambition; a common endeavor which imparts knowledge, transforms and be-comes a joint challenge founded on shared differences and an infinite faith in humankind.

Ariane and Benjamin de Rothschild

“Philanthropy based on reciprocity is our ambition. Philanthropy that imparts knowledge, transforms and becomes a joint challenge.”

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6 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Banque Privée Edmond de Rothschild SA

9 Chairman’s message

11 Report of the Executive Committee:

12 Is this the end of the market economy? by Michel Lagier

15 Governing bodies of Banque PrivéeEdmond de Rothschild SA, Geneva

Examples of initiatives supported:

Odéon – Théâtre de l’Europe

Théâtre de la Colline

Fabrique du Macadam Café Culturel

Scholastic art program in Saint-Ouen – French National

School of Fine Arts in Paris

Ribermúsica

Ecole Boulle

Learning Through Art Program Guggenheim Museum in New York

The Ariane de Rothschild Prize

Grands Ateliers de FrancePregny 2001

Dialogue Productions

Editions Artulis

Edmond de Rothschild Collection Louvre Museum

Cercle CressentLouvre Museum

Fundación Jakober

Jordi Savall and Montserrat Figueras

Orchestre de Paris

Ateliers du Funambule

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Arts and CultureThe Edmond de Rothschild Foundations have a longstanding tradi-tion as patrons of the Arts and Culture. Each generation has made its own contribution to building an exceptional philanthropic legacy, and our current initiatives continue to exemplify this commitment. The Foundations’ key mission is based on education and cultural media-tion. Our role is to open doors and establish connections between privileged and disadvantaged neighborhoods, between prestigious schools and community organizations, between renowned theatrical stages and amateur talent, between illustrious museums and emerging artists. We make all these linkages possible.

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1 Odéon, Théâtre de l’Europe

Dramatic arts awareness workshops for children, teens and adults that help them find their way and gain self-confidence through a variety of activities including playwriting, acting, dramatic readings and interacting with professional actors.

4 Ribermúsica Foundation

Located in the La Ribera district, a culturally diverse, working-class area of Barcelona, this foundation promotes Intercultural Dialogue and helps children and teens discover music through the use of instruments.

2 Guggenheim Museum New York

Learning Through Art is an arts discovery program designed for children who attend ten New York public schools in disadvantaged neighborhoods. The program allows them to explore traditional subjects from a new perspective and fosters an appetite for learning.

5 Jordi Savall and Montserrat Figueras

Learned concert musicians and teachers, their work revives long- forgotten masterpieces. Their musical universe – marked by knowledge and emotion – encourages discovery and exchange.

3 The Ariane de Rothschild Prize

By sponsoring the studies of the prizewinner at a prestigious fine arts school, this competition demonstrates the Foundations’ commitment to education and promoting young European artists.

6 French National School of Fine Arts in Paris

With an aim to facilitate professional integration for graduates of the French National School of Fine Arts, this innovative educational program transforms the art experience in the school setting to achieve significant social impact.

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frequently seen in many groups between the profit goals of investment banking or proprietary activities and third-party results. Our investment banking activities, on the contrary, are closely tied to our model of wealth management.

Moreover, we seek a robust balance sheet before all else. Hidden dangers lie everywhere and avoiding all the side effects of external shake-ups is impossible, but we firmly refuse proprietary and high-risk trading.

Last but certainly not least, through our work we dedicate not only our capital but also our family’s name, which has been respected in banking for over 250 years. This drives home the long-term focus that guides our Group’s strategy, our commitment to team loyalty and our relationships with our clients. I believe that staff stability cultivates respect for the client. Employees at some big banks, tied to stop-and-go policies, are pushed to sell ‘one-offs’ that are profit-able to the banker and tempting for the client – who won’t deal with the same person when the damage is done. Over ten years ago, our group implemented the measures is-sued by the European Union today to develop stock-option programs to encourage bank employees to take part in producing sustainable results. In 1999, for example, all employees at the French branch of our group received stock options. Low employee turnover has meant that our clients face crises with the same advisors, who have done their utmost to survive the storm with them.

Without a doubt, I believe the biggest lesson this terrible crisis has taught us is that short-term gambles are ex-tremely dangerous, not only for companies and States, but for the entire world. The menu du jour is to make the wealthy pay, but encouraging them to make long-term investments would be a better solution than seeing them lose it all. And what better way to promote this virtuous behavior than family capitalism?

Family capitalism can only survive the centuries by ac-cepting to change along with the outside world. And it is cautious and gradual change that I decided to implement within our banks – with the unmatched, active support of my wife. I felt it was necessary for the different entities

Word has it that bankers are to blame for everything. For the economic slowdown in developed countries – as if the spectacular growth in emerging countries, with their bil-lions in terms of populations, trade surpluses and sover-eign wealth, hadn’t in 30 years transformed an international division of labor 200 years in the making. For the poverty that is spreading in wealthy countries – as if workers in new economies hadn’t established an inverse socialist order in which workers of the world, far from uniting, wage war with each other. For government bankruptcies – as if spendthrift Westerners hadn’t willingly sunk into the deficits of their social safety nets. For the greed of financial markets demanding that debtors start exercising self-control again – as if the money lent by banks, that of savers, doesn’t need to be protected at all costs. For the implosion of complex products deemed speculative – as if it were pos-sible to turn easy-access, risk-free savings into long-term, risk-infused financing without alchemy, and as if the mount-ing demands of regulators didn’t force intermediaries to find creative solutions to finance the projects of companies and private individuals.

Of course the world banking system – its American branch in particular – has gone off course. But the subprime crisis happened because everyone in the public and private sectors in the U.S. let it happen. Blaming banks alone is unfair and a risky gamble for the future when the comfort-able world order of the last 25 years is coming painfully apart, and some build and save what others consume and borrow. Likewise, it would also be ridiculous to put all banks in the same basket. Many major banks have been hard hit throughout this crisis; their management laid off and their shareholders crippled. Depositors, however, have survived unscathed thanks to the collective protection mechanisms put in place by governments and central banks.

A bank such as ours has weathered the storm reasonably well, despite undermined results for shareholders and clients alike. What makes us different? For one, our efficient structure combined with our specialization in asset man-agement services – which makes us more manageable than bigger, diversified groups. Concentrating on third-party asset management prevents the conflicts of interests

Chairman’s message

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within our group, which have developed, gone international and diversified their activities impressively in the last 15 years, to continue to grow in a more coordinated manner and with greater shareholder oversight. These changes aim to meet even higher standards for our services and to make our activities even more secure. This new approach, which highlights group structures, must in no way overshadow what defines our brands and the force behind family cap-italism – responsiveness, proactive thinking and proximity. As the saying goes, we must change to stay the same.

Baron Benjamin de Rothschild

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Report of the Executive Committee

access to those markets. The new regulations on cross-border business have seriously antagonised what was already an extremely tough situation.

This is not the first time that Switzerland and its financial sector have had to face troubled times or that attacks and threats have targeted us. So far we have always managed to fight back and carry on, but the present predicament is forcing a deep-running transformation on our industry as a whole. Fortunately the many merits the sector can claim—stable institutions, a reliable, rock-solid banking system, highly skilled, experienced staff and top-quality services—remain undiminished and extend well beyond fiscal confidentiality. Knowing the stakes involved, our Bank has already begun the necessary make-over thanks to an international network of affiliates and offices geared towards fast-growing regions.

2011 will be remembered by investors as a seesaw year in terms of performances. Even so the final weeks brought signs of a turnaround in stockmarkets that have struck an upbeat chord among forecasters.

We take this opportunity to express our gratitude to Claude Messulam, Chairman of our Executive Committee, and to Jean-Pierre Pieren, our Deputy Chief Executive Officer, for their long dedication to Banque Privée Edmond de Rothschild. The company they leave behind stands on sturdy foundations and with full mastery of our private banking and asset management businesses as well as our logistics.

We also wish to thank our entire staff for their loyalty and professionalism in this difficult period fraught with uncer-tainty. Their commitment enables us to look forward to the future with determination, confidence and optimism.

The Executive Committee

History rolls on and the list of crises grows.

Since 2007 we have witnessed the subprime implosion, the international banking system being pushed to the brink and, more recently, a sovereign debt crisis that has shaken Europe to its roots and jeopardised the euro.

Starting from Greece a colossal game of dominoes has threatened the major Western countries, laying bare the weaknesses of the European Union and the painful diffi-culty—including from a political standpoint—of building it. The head-spinning series of summits held by leaders casting about for miracle solutions has merely pointed up how differ-ently they assess the situation and how divergent their inter-ests are. For the first time since the creation of the Common Market, European solidarity has been put to a litmus test.

The EU heavyweights, and the United States to boot, might have pondered the causes and effects of their deficit spending and financial gimmickry. Instead, hiding behind a banner of justice and fiscal fairness, they lashed out with unusual vehemence against countries that still have healthy public finances, Switzerland in particular.

For several years this deeply unsettled environment has dragged our country into a lengthening chain of battles. The attacks have come not only from America and the Euro-pean Union but also from supranational organisations such as the OECD and the Financial Action Task Force (FATF).

Switzerland has bravely tried to hold the line, but often we have had the impression of being beaten back—for example by the US. Although our authorities have indeed reacted, it is as if they had no genuine, coherent strategy and were giving up ground each time while gaining nothing in return.

All this pressure from abroad has given rise to a glut of rules, requirements and recommendations from our financial regulator. These measures, which have moreover been im-posed on us in a very small timeframe, could undermine the growth of the Swiss financial industry and even chal-lenge its survival, at least that of a number of players.

A striking illustration of the dangers overhanging our indus-try’s ability to compete is that Swiss banks could be shut out of foreign markets. And yet, in negotiating new treaties on double taxation, our authorities have failed to demand free

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Is this the end of the market economy?

companies and consumers of credit. A mood of mistrust has settled over the Continent, with lending institutions refusing to take any more risks. The interbank system has seized up, forcing the European Central Bank to move in and replace it.

Keynesians and monetarists succour the global economy

A series of financial crises since 1990, the year of Japan’s banking and real estate collapse, has challenged the legitimacy of the market economy. In 1937 the brilliant American economist John Maynard Keynes won wide-spread praise with his book The General Theory of Em-ployment, Interest, and Money, which offered solutions to end the long slump brought on by the 1929 Crash. Keynes rejected the laissez-faire doctrine of the 18th century encapsulated in Say’s Law, positing that supply creates its own demand. He took the opposite view, preaching state intervention via public spending to get economies back on track after a major spill.

This strategy, much vaunted by politicians, lost some its relevance during the stagflation of the 1970s. Rightly or wrongly it was blamed for simultaneously aggravating unemployment and inflation. So the world went back to the basics advocated first by Adam Smith and, in the 1980s, by Milton Friedman and the so-called Chicago School, a modernised neoclassical approach that inspired Ronald Reagan, Margaret Thatcher and others. The fall of the Berlin Wall in 1989 helped to assert the superiority of the market economy, championed by the monetarists, over the centrally planned economy.

Ben Bernanke, chairman of the US Federal Reserve, also subscribes to this view. He believes the debacle of the Dirty Thirties was brought on by a shrunken money supply rather than by the fall in investment that Keynes identified as the cause. The 2008 subprime crisis came as an excru-ciating trial for supply-side economics. Even today the jury is still out. US President Obama, borrowing straight from Keynes, opted for massive government expenditure when

In 2009 GDP in the industrialised countries shrank 3.7%, marking the worst recession since 1945. In some respects it was even reminiscent of the Great Depression of the 1930s. Fortunately at the global level the shock was cush-ioned by positive growth in the emerging economies, espe-cially China’s (illustrating how globalisation though often harshly criticised has its advantages). The recovery that began in 2010 was greeted with relief and many observers quickly concluded that the crisis had blown over.

Actually, nothing could have been further from the truth. The global economic comeback is in jeopardy. Although the United States may well avoid a double dip this year, the same cannot be said for Europe. France and Germany hope to stay ahead with growth just inside positive terri-tory, but Italy and Spain will inexorably slide back into recession. On the face of it Euroland as a whole should see its GDP fall 0.5%, making this a “controlled” slump compared with 2009.

Yet the economic environment throughout the West is far more daunting now than it was three years ago. Jobless rates are high, banks have been weakened and public finances are in tatters. Between 2007 and 2011 the aver-age budget deficit in the OECD countries rose from 1.3% of GDP to 6.6%. During the same period their public debt soared from 73% of GDP to 102%. In these condi-tions, fiscal stimulus is now simply out of the question. Meanwhile the strain on government resources has mounted in line with unemployment, which in the United States has doubled since 2007 and grown by half as much again in the euro area, where it currently exceeds 10%. Finally, the long-ignored problem of debt servicing has suddenly reared its head.

Commercial banks and private investors, fearing a cascade of defaults, have dumped the sovereign bonds of the most vulnerable countries and triggered an unbearable rise in their yields. At the same time, legitimate determination to shore up the banking system has prompted authorities to demand higher capital ratios. Banks are therefore having to tap the markets to increase their shareholders’ equity even as the reputed safety of their government debt port-folios has been compromised. A tempting solution for them is to reduce their assets (i.e. loan books), depriving

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recommend budget discipline buttressed by ultra-accom-modative monetary policy. Banks must recapitalise to reverse their financial leverage.

In Europe the squabbling between banks and governments has to end. Medium term, sweeping reforms are needed in goods and labour markets to boost the competitiveness of the laggard countries. The iconic investor George Soros would like to see more incisive action still. He criticises the ECB for saving tottering banks while letting governments fail. His plan would allow Italy and Spain to borrow at 1% against treasury bonds that would be held by banks and the ECB but backed by the euro area’s publicly operated bailout funds (the EFSF and the ESM). This would restore confidence quickly and provide scope for an orderly default by Greece and even Portugal, without creating a disastrous domino effect. Soros also recommends setting up a Treasury for the euro zone as a whole that would pool the currency union’s public debt.

Meanwhile Europe’s modern-day Joan of Arc, Angela Merkel, is likely to have her way with an agreement on fiscal discipline modelled on the Maastricht treaty but with stricter requirements and providing for fines for offenders meted out by the European Court of Justice. This would lay the groundwork for fiscal union, a prerequisite to putting the euro area back on its feet. A permanent €500 billion bailout fund would also be established. Yet implementing these reforms will be trickier than the German chancellor believes. Many EU members have run roughshod over the Maastricht criteria, and no one has stopped them. Moreover, governments are not the only ones to blame for Euroland being on the rocks: adventurous dealing by banks using excessive financial leverage played a major role as well. Thus, it is ironic that reluctant participants should have to suffer: when governments are swimming in red ink, it is not a good time to impose additional constraints on them.

Tighter control of state budgets is a laudable objective, but fiscal austerity alone could never provide the Western countries with a future. Those that have fallen behind must rebuild their competitiveness. The welfare state is a myth from a bygone era. Of course we should beware the easy money promised by the world of finance, which merely amounts to monetary hocus-pocus. But it is also

he was first elected. Sadly that jump-start has had only a limited impact, and in combination with soaring military spending America’s national debt has doubled in five years. Meanwhile the Fed, under Bernanke’s monetarist guid-ance, has embarked on aggressive quantitative easing by buying up Treasury bonds mortgage-backed securities. The Fed’s balance sheet has literally exploded and now exceeds $2.9 trillion.

The Fed chairman’s nickname “Helicopter Ben” was well earned. Moreover his actions are logically modelled on his predecessor, Alan Greenspan, whose unduly low interest rates contributed to the subprime implosion. In Europe the Bank of England is resorting to a similar strategy of quantitative easing. The European Central Bank was at first reluctant to follow suit and allow its sacrosanct ob-jective of fighting inflation take a back seat to economic stimulus. However, under the mounting threat of financial collapse among Euroland’s Mediterranean members and a total freeze-up of the interbank market, the ECB decided to try a new tack: it has introduced indirect monetisation by injecting nearly €1.5 trillion into the commercial banks. This has been done in two rounds, in the form of three-year loans with relaxed collateral requirements. The ECB hopes that these cash infusions will instigate a carry trade, with banks borrowing at risk-free, rock-bottom interest rates and lending to governments in southern Europe to secure higher yields. If the gambit works, it will kill two birds with one stone by saving Italy and European banks.

Angela Merkel, Euroland’s Joan of Arc

Unfortunately, you can lead a horse to water but you can’t make it drink. The challenges that have to be met to over-come the present crisis are many. Governments must spur economic growth by bolstering competitiveness. Those on the brink of bankruptcy must bring down their debt. There must be enough liquidity in the system to refinance banks and solvent countries. The International Monetary Fund has catalogued the necessary measures: it continues to

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dangerous to bet on bureaucracy as a way to revitalise society. The present stalemate has caused the proponents of the market economy to dig in their heels. Reforms are urgently needed, and innovation must become a priority again. Despite everything, what we call “capitalism” is one of mankind’s most shining inventions for ensuring pros-perity. This is neither the first nor the last crisis to be confronted, and each new period of turmoil is an opportu-nity to improve the system. If the present one doesn’t kill us, it will make us stronger.

“A day will come when you France, you Russia, you Italy, you England, you Germany, you all, nations of the conti-nent, without losing your distinct qualities and your glorious individuality, will be melded tightly within a higher unity...”

– Victor Hugo

Michel Lagier

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Governing bodies of Banque PrivéeEdmond de Rothschild SA, Geneva

Board of Directors

Chairman Baron Benjamin de Rothschild

Vice-ChairmanE. Trevor Salathé

SecretaryManuel Dami 1)

Members Baroness Benjamin de RothschildJohn Alexander 1)

Luc ArgandWalter Blum Gentilomo 1)

Michel CicurelFrançois HottingerKlaus JennyJean Laurent-BellueVeit D. de MaddalenaJacques-André ReymondGuy Wais 1)

Board Committee

Chairman Baron Benjamin de Rothschild

Vice-ChairmanE. Trevor Salathé

SecretaryManuel Dami 1)

Members John Alexander 1)

Michel CicurelKlaus Jenny

Audit Committee

E. Trevor Salathé Manuel Dami 1)

Klaus JennyJacques-André ReymondGuy Wais 1)

Internal Auditors

Senior Vice-Presidents François MaendlyMaurice Moser

First Vice-Presidents Serge CochetDan ProttiPhilippe Rebmann

Independent Auditors

PricewaterhouseCoopers SA

1) = until 26 April 2012

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SENIOR MANAGEMENT

Head Office

Executive Committee

Chairman and Chief Executive OfficerClaude Messulam 1)

Christophe de Backer(from Feb. 2012)

Vice-Chairman and Deputy Chief Executive OfficerSylvain Roditi

Members and Deputy Chief Executive OfficersJean-Pierre Pieren 1)

Manuel Leuthold(from Feb. 2012)

Members and Senior Vice-PresidentsLuc BaatardFrédéric BinggeliAlexandre ColPhilippe CurratMartin LeutholdMichel LusaBernard Schaub

Senior Vice-PresidentsChristiane ArlettazMarie-Françoise AssarMarc-Henri BalmaHenri BaroffioViktor BenardeteEric BornerWilly de BottonPascal BourquiPierre-Yves BrackJean-Pierre BruhinClaude CharmillotBenoît ClivioYves CogneEvelyne Dousse André FallettiAthanasios GontikasJean-Philippe GrobAlain Heck Elie JooryVincent de KerchoveFrançois KernMichel LagierThierry LoneyJanos LuxMarcelo MecchiJean-François MichaillatRoland MisrahiCatherine MotamediFlorian NguyenMartin PearmundFrançois PradervandBarbara Pythoud-McAllisterVincent RappoAngela RimePhilippe ScherrerPatrick SchindlerFrank SchmidtRoland SchneebergerFrédéric de Selliers de MoranvilleJogishwar SinghPhilippe Vasas Marc VentiAnne Waldburger BerthenetDidier WickyPhilippe Wurlod

First Vice-PresidentsEdgar Alves de CarvalhoEve AmramMichèle BarréAlexandre BerenguierOlivier BernardSylvio BerniniNicolas BerthenetLise BinggeliValérie BoscatCharles Edgar BrandtGéry BrodierOlivier Jérôme ChappuisSerge Chatelain Christophe ConiglianoGérard ConterioJérôme CommentManuel CurtyBertrand Dal PontJean-François DelessertEvangelos DouniasBoris DusseillerMouloudia DuvalDavid EliahouBjörn ForsgrenDavid Georges-PicotFrédéric GibiinoPhilippe GlassonLoreno GobbiUlrike GorresEmmanuelle GramoliniLaurent GumyCharles-Aymeric HainaultChristian ImholzBruno JacquierMark KowalskiPhilippe LederreyArnaud Liguer-LaubhouetBenoît LombardFrédéric LoveyRose-Mary Lozano MartinezPhilippe MarinoniStéphane MayorChristopher MillerHugo Mittempergher1) = until 26 April 2012

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Christophe Moenne-LoccozJuan MorenoJérôme MoserFlavio MossiSylvie Olivier Dominique PaminglePatrizia Pardini-GobetCenk ParmanAna Pegada GuertchakoffThéo PerottiEric PfefferléAnne-Catherine PingeonAlexandre PiniStéphane PiotFrancesco RanzaAnying Reynaud-WangDominique RiccardiMark RobertsonXavier RoesléAurélie Rougemont TolisJaume Sabater MartosAlain SamanMarc SbeghenSylvain StiassnyAlain TeminianBernard Joseph TissotGuy Van UsselPrudencio VicentePascal VuichardDaniel WasserfallenRobert WortelboerDominique Zinner

Vice-PresidentsLinda AbdelliAlexandre AimCarine AlveraSoudabeh Amir-SadriFrançoise AyatsLorenzo Bacci Véronique BarrasClaude BiasiThomas BiseSerge BongardSandra BorgeaudAnne-Catherine Bourger WyssMichel BrudererFrançoise CambdenOlivier CandrianPhilippe CartierDany Chan Sum FatZuhal CimirChristophe ClercBernard CoeytauxMarina CornuSébastien CornuClélia CostesAlain CuendetZélia Da RosaDominique DeiddaLuis de BlasHans Del DeganThierry DianaMarie-José DubeyDaniel EliasStéphane EnsiniMonique FavratYvette FerraliThierry GaliseGéraldine GuyonOfra HazanovGilbert HellegouarchArnaud HeymannNathalie HohlHugues HutmacherOlivier JacacciaMarkus LeuenbergerPaul Maley

Roberto MalteseStéphane MathysThierry MauriceJoana MeirelesShireen Meyer de StadelhofenYves MonneratGiuseppina Partini Christophe PéclardRosella PellegriniSilvio PerilloMark PhillipsJean-Claude PittetGilles PrinceJean-Pierre RaccurtOlivier RaveraEmmanuel RoederCyrille ReynardChristian RohrbasserSilvia SchadeggVanessa ScribanteDavid SoulierLisiane SpicherMichael StraussChantal Tozzini Emmenegger Daniel VeuveEmmanuel LeibensonEva Viedma SalvadorAlexandre VolpicelliRémy WengerAlexandre WieczorekLun Xu

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BRANCHES

In Switzerland

Fribourg

Senior Vice-President in charge of the BranchPatrick Zurkinden Vice-PresidentFrédéric Bersier

Lausanne

Senior Vice-President in charge of the BranchRoland Humbert

Senior Vice-PresidentsPaul BalleneggerBernard FierensHervé MaillardRolf Rempfler

First Vice-PresidentsChristian DustourFélix RattinJean-Daniel Renevey

Vice-PresidentsSteve FauquexPaulo FerreiraPatrick Kaufmann

Situation at 31 Dec. 2011

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Corporate Governance

23 Introduction 46 Shareholders’ rights

24 Group structure and shareholders 47 Take-overs and defensive measures

26 Capital structure 48 Independent Auditors

28 Board of Directors 49 Information policy

37 Executive Committee

43 Remuneration, profit-sharing and loans

Examples of initiatives supported:

Scale Up Program Rothschild-Antropia (ESSEC)

Ariane de Rothschild Fellowship Program

Pavillon PlantamourLa Libellule

Peace Parks Foundation

UnLtd India

Acumen Fund

Joves Navegants

As’trame Foundation

Môm’artre Association

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Economic tensions and social challenges are on the rise, yet government funding and philanthropy cannot address them alone. Whether in India, the United States or France, our Foundations support social entrepreneurs by providing financial assistance, training and personalized coaching. Our goal is to give them the strategic tools and rigorous methods they need to increase their social impact and ensure the financial sustainability of their businesses. We take particular interest in initiatives that combine innovation with harnessing technology to make optimal use of natural resources in order to provide fragile populations with better living conditions. By highlighting the common threads amongst our various projects, we seek to create synergies and develop an international network of social entrepreneurs. We are thus able to contribute to making this sector, which is currently undergoing rapid expansion across the globe, increasingly professional.

Social Entrepreneurship

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1 Scale Up, in partnership with ESSEC

By providing strategic and financial support to facilitate growth and fundraising, the Scale Up program supports the development of high-impact social enterprises.

4 UnLtd India

By providing significant loans and personalized mentoring, the Edmond de Rothschild Foundations allow early-stage social entrepreneurs to establish a credit history so that they will qualify for traditional bank credit in the medium term.

2 Benjamin de Rothschild Ambassadors Program in Israel

This innovative scholarship program has created a community of students demonstrating both academic excel-lence and a commitment to activities with significant social impact.

5 As’trame Foundation

The Swiss As’trame Foundation provides specialized psychosocial and non-medical support to individuals suffering from a loss of some kind in their family (bereavement, divorce or illness). The Edmond de Rothschild Foundations are helping it achieve financial sustainability and measure the social impact of its activities.

3 Ariane de Rothschild Fellowship

By creating a network of Jewish and Muslim social entrepreneurs, the Ariane de Rothschild Fellowship uses Social Entrepreneurship to initiate Intercultural Dialogue.

6 Acumen Fund

An investment fund driven by the quest for social returns, Acumen Fund invests in social entrepreneurs in developing countries (Kenya, India and Pakistan). It provides comprehensive training and a unique opportunity for participants to become part of a network of entrepreneurs who share the desire to change the world and maximize their social impact.

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CORPORATE GOVERNANCE 23

Corporate governance

Introduction

On 25 March 2002, the Federation of Swiss Business pub-lished a Swiss Code of Best Practice containing standards for corporate governance. These standards are meant as recommendations, not as legally enforceable rules, and they primarily concern publicly traded Swiss companies.

The current Guidelines on Corporate Governance (the “Guidelines”) issued by SIX Swiss Exchange (“SIX”) on 29 October 2008 became effective 1 July 2009. They state when and how matters involving corporate governance should be made public, based on art. 8 of Switzerland’s Stock Exchanges and Securities Trading Act (SESTA) and articles 1-6 and 49 et seq of SIX’s Listing Regulations. It covers reporting on matters that pertain to corporate governance. They mainly apply to issuers incorporated in Switzerland whose equity securities are traded on SIX.

The major concerns underlying these “codes of conduct” are to limit economic risks, safeguard companies’ reputa-tions and promote responsibility. Corporate governance is anchored in a set of principles designed to protect share-holders by ensuring transparency, the issuance of clear information and a balance at the highest level between the company’s executives, on the one hand, and its owners, on the other. At the same time, these principles uphold decision-making power and efficiency.

The following pages disclose the most important informa-tion required by the SIX Guidelines that came into force on 1 July 2009. There are also cross-references to items included elsewhere in this report. Our Bank’s Articles of Association and Bylaws can be found on the Bank’s website (www.edmond-de-rothschild.ch).

24 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

1. Group structure and shareholders

1.1. Group structure

1.1.1. Presentation of the Group operating structure

EXECUTIVE COMMITTEE

Chairman and Chief Executive Officer: Claude Messulam 3), Christophe de Backer 4)

Vice-Chairman and Deputy Chief Executive Officer: Sylvain RoditiMembers and Deputy Chief Executive Officers: Jean-Pierre Pieren 3), Manuel Leuthold 4)

Members and Senior Vice-Presidents: Luc Baatard, Frédéric Binggeli, Alexandre Col, Philippe Currat, Martin Leuthold, Michel Lusa, Bernard Schaub

INDEPENDENT MANAGERS

SeniorVice-PresidentBernard Schaub

TRADING ROOMS

SeniorVice-President

Luc Baatard

INVESTMENT FUNDS

SeniorVice-PresidentAlexandre Col

INVESTMENT RESEARCHFRIBOURG

AND LAUSANNE BRANCHES

SeniorVice-President

Michel Lusa

GENERAL SECRETARIAT

SeniorVice-PresidentPhilippe Currat

FINANCES

SeniorVice-PresidentMartin Leuthold

1) = member of the Board Committee 2) = member of the Audit Committee 3) = until 26 April 2012 4) = since 26 April 2012

FOREXOPERATIONS AND ADMINISTRATION

Chief Executive OfficerClaude Messulam 3)

PRIVATE BANKING

Deputy Chief Executive OfficerSylvain Roditi

HUMAN RESOURCESCORRESPONDENT BANKING

GUARANTEESRISKS, SECURITIES AND CASH

Deputy Chief Executive OfficerJean-Pierre Pieren 3)

INDEPENDENT AUDITORS

PricewaterhouseCoopers SA

INTERNAL AUDITORS

Senior Vice-Presidents François Maendly, Maurice Moser

BOARD OF DIRECTORS

Chairman: Baron Benjamin de Rothschild 1)

Vice-Chairman: E. Trevor Salathé 1) 2)

Secretary: Manuel Dami 1) 2) 3)

Members: Baroness Benjamin de Rothschild, John Alexander 1) 3), Luc Argand, Walter Blum Gentilomo 3), Michel Cicurel 1), François Hottinger, Klaus Jenny 1) 2),

Jean Laurent-Bellue, Veit de Maddalena, Jacques-André Reymond 2), Guy Wais 2) 3)

CORPORATE GOVERNANCE 25

1.1.2. / 1.1.3. Group legal structure

The fully consolidated entities of the Banque Privée Edmond de Rothschild Group are listed on pp. 62-65 of this report.

(1) The entire share capital of Edmond de Rothschild Holding SA is directly or indirectly controlled by members of the de Rothschild familiy. 17% of the company’s share capital (representing 6.77% of voting rights) is owned by Baroness Edmond de Rothschild and 66.33% (representing 89.84% of voting rights) by Baron Benjamin de Rothschild. The articles of association of Rothschild Holding SA are available on request in writing to the company (PO Box 5254, 1211 Geneva 11).

(2) The following group of persons – Eric de Rothschild, Paris ; Stéphanie de Rothschild, Paris; Louise de Rothschild, Paris; Financière de Tournon Paris; Financière de Reux, Paris; Béro, Paris; Ponthieu Rabelais, Paris; Integritas Investments B.V., Amsterdam; A.Y.R.E. Corporation (1972) Limited,

Amsterdam; Rothschild Trust (Schweiz) AG, Zürich; – together owns 20,000 registered shares and 3,598 bearer shares of Banque Privée Edmond de Rothschild SA, Geneva, representing 8.4% of the total share capital and 9.4% of voting rights.

The members of this group own a controlling interest in Rothschild Concordia SAS, Paris, which controls Concordia Holding Sàrl, Paris. Concordia Holding controls Rothschild Concordia AG, Zug, which in turn owns a controlling stake in Rothschilds Continuation Holdings AG, Zug. Rothschilds Continuation Holdings AG controls Rothschild Holding AG, Zurich, which owns a direct holding in Banque Privée Edmond de Rothschild SA, Geneva.

1.2. Major shareholders (at 31.12.2011)

Par value Percentageof share

capital

Percentageof voting

rights

(in CHF ‘000) (in%) (in%)

Major shareholders

Edmond de Rothschild Holding SA (1) 36,169.5 80.4 86.5

Rothschild Holding AG, Zurich (2) 3,800.0 8.4 9.4

1.3. Cross-holdings (at 31.12.2011)

Numberof shares

owned

Percentageof share

capital

Percentageof voting

rights

(in%) (in%)

Cross-holdings

Rothschild Holding AG, Zurich 10,161 9.5 9.5

26 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2. Capital structure

2.2. Specific indications regarding authorised and contingent capital

Banque Privée Edmond de Rothschild SA has no authorised or contingent capital.

2.4. Shares and non-voting certificates

The 200,000 unlisted registered shares with a par value of CHF 100 and the 50,000 bearer shares with a par value of CHF 500 listed on the SIX (stock market capitalisation on 31.12.2011: CHF 1.200 billion; ISIN: CH0001347498; Swiss security number: 134749TK) confer the same entitlements in proportion to their par value, in accordance with art. 7 para. 2 and 3 of our articles of incorporation. The registered and bearer shares are fully paid up.

Under art. 6 para. 5 and 6 of the articles of incorporation, the restricted registered shares confer preferential membership rights: each share, regardless of its par value (art. 15 para. 1), entitles the owner to one vote at the Annual General Meeting.

Again in respect of membership rights, art. 18 para. 4 of the articles of incorporation provides that each group of share-holders (i.e. the owners of bearer or registered shares) may demand to be represented on the Board of Directors by at least one member of its choice.

2.5. Dividend-right certificates

Banque Privée Edmond de Rothschild SA has not issued any dividend-right certificates.

2.1. Share capital

Par value Numberof shares

Capitalranking for

dividend(in CHF ‘000) (in CHF ‘000)

Share capital

Fully paid registered shares at CHF 100.– par value 20,000 200,000 20,000

Fully paid bearer shares at CHF 500.– par value 25,000 50,000 25,000

Total share capital 45,000

2.3. Changes in share capital2011 2010 2009 2008

(in CHF ‘000)

Share capital Total 45,000 45,000 45,000 45,000

200,000 fully paid registered shares with a par value of CHF 100.– 20,000 20,000 20,000 20,000

50,000 fully paid bearer shares with a par value of CHF 500.– 25,000 25,000 25,000 25,000

CORPORATE GOVERNANCE 27

2.6. Transferability restrictions and registration of nominees

2.6.1. Transferability restrictions and provisions governing dispensations

In order for an owner or usufructuary of registered shares to exercise the voting rights and other rights accruing to him, he must first be accepted as a shareholder by the Board of Directors and have his name entered in the Bank’s share register.

Under art. 6 para. 5 of the Articles of Association, the Board of Directors may refuse the transfer of title to or use of registered shares on valid grounds, having due regard for either the corporate purpose or the Bank’s desire to pre-serve its financial independence and, in particular, its family character.

2.6.2. Grounds for granting dispensations during the reporting year

No dispensations were granted in 2011 and none were requested.

2.6.3. Eligibility of nominees

There is no provision for dispensations from the rules governing nominees referred to in item 2.6.1. above (art. 6 of the Articles of Association).

2.6.4. Procedure and conditions for lifting transferability restrictions

Any amendment to the provisions of the articles of Asso-ciation relating to registered share transferability restrictions (art. 6 of the Articles of Association) must be approved by a two-thirds majority of the votes represented at the Annual General Meeting and by an absolute majority of the par value of the shares represented (art. 15 para. 6 of the Articles of Association and art. 704 para. 1 of the Swiss Code of Obligations).

2.7. Convertible bonds and options

Banque Privée Edmond de Rothschild SA has not issued any convertible bonds or options.

28 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

3. Board of Directors

3.1. Members of the Board of Directors

The Board of Directors is made up of 14 members, who in accordance with industry practice do not exercise an ex-ecutive function within the Bank. Notwith standing this, some of them do exercise managerial duties within the Group, or did so in the past.

Baron Benjamin de RothschildChairman, French, 1963

Education / training1984 Master’s in Business and Management,

Pepperdine University (California)

Career summary1985 BP, London1985-1987 LCF Rothschild Group, Geneva and Paris

(now the Edmond de Rothschild Group) 1989 Founded Compagnie Benjamin de Rothschild – Chairman

Present dutiesSince 1997 Chairman of the Edmond de Rothschild Group

DirectorshipsEdmond de Rothschild Holding SA – ChairmanHolding Benjamin et Edmond de Rothschild Pregny SA – ChairmanBanque Privée Edmond de Rothschild SA – Geneva – ChairmanBanca Privata Edmond de Rothschild Lugano SA – Lugano – ChairmanLa Compagnie Benjamin de Rothschild SA – Geneva – ChairmanBanque Privée Edmond de Rothschild Europe SA – Luxembourg – ChairmanCompagnie Financière Saint-Honoré – Paris – Chairman of the Supervisory BoardLa Compagnie Financière Edmond de Rothschild Banque – Paris – Chairman of the Supervisory BoardBanque de Gestion Edmond de Rothschild – Monaco – DirectorIsrop Participations SA – Luxembourg – DirectorThe Caesarea Edmond Benjamin de Rothschild Devel-opment Corporation Ltd – Caesarea (Israel) – ChairmanRothschild Continuation Holdings AG – Zurich – DirectorLa Compagnie Vinicole Baron Edmond de Rothschild SA – Paris – DirectorLa Compagnie Fermière Benjamin et Edmond de Rothschild SA – Paris – Director

Société Française des Hôtels de Montagne – Paris – Vice-ChairmanCogifrance SA – Paris – DirectorAssurances et Conseils Saint-Honoré – Paris– Chairman of the Supervisory BoardLes Domaines Barons de Rothschild (Lafite)– Chairman of the Supervisory BoardEBR Ventures – Director

E. Trevor SalathéVice-Chairman, Swiss and British, 1925

Education / training1946 Master’s in Law, University of Geneva1948 Admitted to the Geneva Bar1953 Trained in various departments of Société Bancaire

de Genève

Career summary, present duties and directorships1954-1959 Executive Assistant with Société Bancaire de Genève1959-2000 Managing Director of Banque Privée SA (which became

Banque Privée Edmond de Rothschild SA in 1987)Since 1972 Vice-Chairman of Banca Privata Edmond

de Rothschild Lugano SASince 1985 Director and member of the Board Committee

of Edmond de Rothschild Holding SASince 1988 Vice-Chairman of Banque Privée Edmond

de Rothschild Europe, LuxembourgSince 1989 Vice-Chairman of Compagnie Benjamin

de Rothschild SA, GenevaSince 1995 Vice-Chairman of Arbinter-Omnivalor SA, Geneva

(company absorbed by Banque Privée Edmond Rothschild SA in 2009)

Since 2000 Director and Vice-Chairman of the Board of Banque Privée Edmond de Rothschild SA, Geneva

Since 2000 Managing Director of Banque de Gestion Edmond de Rothschild - Monaco

Since 2008 Director of Edmond de Rothschild Gestion Monaco – SAM, Monaco

Manuel Dami 1)

Secretary, Swiss, 1930

Education / training1952 Master’s in Law, University of Geneva1954 Admitted to the Geneva Bar

Career summary1955-1956 Worked for a firm of solicitors in Geneva1956-1965 Legal Counsel and Secretary General of Banque

pour le Commerce Suisse-Israélien, Geneva

1) = until 26 April 2012

CORPORATE GOVERNANCE 29

1965-1996 First Vice-President, then Deputy General Manager of Banque Privée SA (became Banque Privée Edmond de Rothschild SA in 1987). Member of the Executive Committee. Assigned to organise and manage Banca Privata Edmond de Rothschild Lugano SA (a subsidiary of Banque Privée SA, Geneva) in 1972

Present duties1997-present Director and Secretary of the Board of Directors of

Banque Privée Edmond de Rothschild SA, Geneva and currently a member of the Board Committee and the Audit Committee

DirectorshipsBanca Privata Edmond de Rothschild Lugano SA, LuganoMemorial Adolphe de Rothschild, GenevaEquitas SA, Geneva

John Alexander 1)

Member, British, 1941

Education / trainingBA (honours), Oxford University

Career summary1972-1983 Director of Hill Samuel & Co. Limited

Present dutiesSince 1984 CEO of Edmond de Rothschild Limited, LCF Edmond de

Rothschild Securities Limited and LCF Edmond de Rothschild Asset Management Limited, London

DirectorshipsSterling Insurance Group LimitedThe Bristol Port Company (Trustees) LimitedFirst Corporate Shipping Ltd, UKBanque Privée Edmond de Rothschild SA, GenevaLa Compagnie Financière Edmond de Rothschild Banque, ParisBanque Privée Edmond de Rothschild Europe, LuxembourgCompagnie Financière Saint-Honoré, ParisLeveraged Capital Holdings NV, CuraçaoTrading Capital Holdings NV, CuraçaoEuropean Capital Holdings SA, LuxembourgAsian Capital Holdings Fund, LuxembourgEdmond de Rothschild International Funds Ltd.CPRE Oxfordshire Buildings Preservation Trust LimitedFEDEX Corporation SA, PanamaThatchcastle Limited (United Kingdom)The Great Haseley Windmill Trust (United Kingdom)Pacific Alliance Asia Opportunity Fund Limited

Luc J. ArgandMember, Swiss, 1948

Education / training1968 Diploma in Classical Studies, Collège Calvin (Geneva)1968-1972 University of Geneva1972 Master’s in Law, University of Geneva1972-1974 Articled at Antoine Hafner Solicitors1974 Admitted to the Geneva Bar1976 MBA, INSEAD

Career summary and present duties1977-1981 Trained at La Compagnie Financière Benjamin

& Edmond de Rothschild; Goldman Sachs, New York; NMR, LondonWorked for Banque Privée Edmond de Rothschild SA, Geneva

1982-present Partner of Pfyffer & Associés Solicitors, GenevaSince 1986 Director of Banque Morval SA, Geneva1993-present Director of Banque Privée Edmond de Rothschild SA

Geneva1996-1998 President of the Geneva Bar Association1998-2006 President of the Arbitral Tribunal set up by the Self-

regulating Body of the Swiss Attorneys Federation under the Law on the Prevention of Money Laundering

1990-present Arbitrator for the Court of Arbitration for Sport, Lausanne1998-2007 Member of the Geneva Magistrates’ Upper Council2004-present Member of the Geneva Notaries’ Supervisory Commission2005-2011 President of the Geneva Auto ShowSince 2007 Director of Banque Syz & Co SA, Geneva

Walter Blum Gentilomo 1)

Member, Swiss, 1941

Education / trainingStudied in the UK and trained in various financial institutions

Career summary and present duties1964 Joined Banca Solari & Blum, Lugano1975 Became CEO of Banca Solari & Blum, Lugano1991 Became Chairman of the Executive Committee

of Banca Solari & Blum, Lugano1998 Banca Solari & Blum becomes Banca Privata Edmond

de Rothschild Lugano SASince 2002 Member of the Board of Directors and Board Committee

of Banca Privata Edmond de Rothschild Lugano SA

1) = until 26 April 2012

30 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Michel CicurelMember, French, 1947

Education / training1969 Graduated from the Institut d’Etudes Politiques, Paris1970 Master’s in Economics 1973 Graduated from the Ecole Nationale d’Administration,

Paris

Career summary1973-1977 Headed the Financing and Trusteeships division

of the French Treasury1977-1979 Assistant Director in charge of financing for the

Construction division of the Ministry of Equipment and Housing

1979-1982 Project manager, then head of the Cabinet of the Treasury Director

1983 Project manager for Compagnie Bancaire1984 CEO of Banque Cortal1988 Deputy CEO of Compagnie Bancaire1989-1991 Managing Director of Galbani (Groupe BSN)1991-Jan. 1993 Director and CEO of CERUS1992-Jan. 1996 Chairman and CEO of Banque Duménil-Leblé1993-1999 Vice-Chairman and CEO of CERUS

Present dutiesSince Jan. 1999

Chairman of the Executive Board of La Compagnie Financière Edmond de Rothschild Banque, ParisChairman of the Executive Board of Compagnie Financière Saint-Honoré, Paris

Director Member of supervisory board

Bouygues Telecom La Société GénéraleMember of the Supervisory Board of Publicis

François HottingerMember, Swiss, 1943

Education/training1965 French Banking Association courses at the Sorbonne1966-1967 Trained at BNP (ex BNCI), Paris1967-1968 Trained in the commercial banking department of

Banque Hottinguer & Cie, Paris1968 Trained at Baring Bros, London

Career summary1969-1992 Managing partner of Banque Hottinger & Cie, Zurich1975-1990 Managing partner of Banque Hottinguer & Cie, Paris1992-2008 Managing partner of J.F.E. Hottinger & Co, Zurich

Present dutiesSince 1970 Director of Banque Privée Edmond de Rothschild SA,

GenevaSince 1992 Director of Jean-Philippe Hottinguer & Cie, Corporate

Finance SA, ParisSince 1992 Director of Jean-Philippe Hottinguer & Cie, Gestion

Privée SA, ParisSince 1995 Director of Bolux Sicav, LuxembourgSince 1998 Chairman of the supervisory board of Banque

Jean-Philippe Hottinguer & Cie, ParisSince 2009 Partner of J.C.E. Hottinger & Co, Zurich

Klaus JennyMember, Swiss, 1942

Education / training1967 M. Sc. in Economics (major in banking), University

of Saint Gallen)1973 Ph. D. in Economics, University of Saint Gallen)1975 Master’s in Law, Glaris Canton1986 Program for Senior Executives, Massachusetts Institute

of Technology

Career summary1972-1998 Credit Suisse / Credit Suisse Group from 1987

Member of the Executive BoardMember of the Executive Board CommitteeMember Executive Board of Credit Suisse GroupCEO of Credit Suisse Private Banking

Since 1999 Self-employed financial consultant for companies, institutions and private clients

DirectorshipsSince 2003 Bâloise HoldingSince 2005 Clariant SASince 2000 Maus Frères SASince 2001 Téléverbier SASince 2009 Edmond de Rothschild Holding SASince 2010 Banque Privée Edmond de Rothschild SA

Various other directorships for smaller companies and assignments for boards of charitable foundations

CORPORATE GOVERNANCE 31

Jean Laurent-BellueMember, French, 1951

Education / training1974 Institut d’Etudes Politiques de Paris1975 Licences in Literature and Law1977 MBA from the Hautes Etudes Commerciales

Career summary1978-1980 Executive with the Compagnie du Midi Group1980-1987 Institut de Développement Industriel (IDI), first as a

budget controller and later in charge of marshalling equity investments and managing the portfolio of holdings

1987-1999 Various duties with the Crédit Commercial de France Group relating to corporate finance and private equity:- 1987-1999: CEO of Nobel, in charge of investments

- 1993: Central Manager and a member of the Executive Board of CFF

- 1994-1998: in charge of corporate finance in Paris and London (Charterhouse Bank)- 1998-1999: responsible for private equity in Paris and London (Charterhouse Development Capital)

2000-2004 Member of the Executive Board of Crédit Lyonnais Group2004 LCF Edmond de Rothschild Group (now Edmond

de Rothschild Group) as a member of the Executive Board of La Compagnie Financière Edmond de Rothschild Banque and Chairman of the Executive Board of Edmond de Rothschild Corporate Finance

2009-2011 Secretary-General of the Executive Board of Compagnie Financière Saint Honoré and Chairman of the Board of Directors of Edmond de Rothschild Corporate Finance

Present dutiesSince Jan. 2011

Group Secretary-General at Edmond de Rothschild Holding SA, Geneva

2011 Member of the Boards of Directors of Banque Privée Edmond de Rothschild SA, Geneva and CFSH, Paris

Other directorshipsSince 1999 Director and member of the Supervisory Board

of KPMG AssociésSince 2005 Director and member of the Supervisory Board

of KPMG SA and KPMG ASSOCIES (SA)Since 2008 Member of the Supervisory Board of d’Edmond de

Rothschild Private Equity Partners

Veit de MaddalenaMember Swiss, 1967

Education / training1988-1994 University of Bern

licentiatus rerum politicarum – Business Administration

1998-1999 London Business School, London Master’s in Science and Finance

Career summary1994-1995 Credit Suisse, Chiasso – Assistant to the Regional

Manager1996 Credit Suisse Private Banking, Lugano – Assistant

to a member of the Executive Committee, CSPB1997-1998 Credit Suisse Private Banking, London – Head of Client

Management1999-2002 Credit Suisse (Monaco) SAM, Monaco – Chairman

and CEOMember of the Credit Suisse Private Banking Market Group 2 Management Committee

2003-2006 Credit Suisse Trust Group – Chairman and CEOMember of the International Private Banking Management Committee

2006-2007 Rothschild Bank AG, Zurich – Chairman and CEO

Present dutiesSince 2008 Rothschild Wealth Management & Trust

Chairman, CEO and member of the Group Management Committee

DirectorshipsBanque Privée Edmond de Rothschild SACharles Rodolphe Brupbacher FoundationChairman of Rothschild Private Trust Holding AGINSEAD Advisory CouncilPersonnel Welfare Foundation of Rothschild Bank AG, ZurichRothschild Bank Foundation, Zurich

Jacques-André ReymondMember, Swiss, 1937

Education / training1959 Master’s in Law, University of Geneva1962 Master’s in Commerce, University of Geneva1963 Degree from the Institute of Comparative Law,

New York University1966 Admitted to the Geneva Bar1973 Ph. D. in Law, University of Geneva

32 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Career summary1964-1965 Articled at Shearman & Sterling, New York1965-1966 Articled at Helg, Picot, Grandjean, Geneva1966-1968 Worked for Lenz Solicitors1968-1996 Worked for and in 1972 became a partner of Sandoz,

Mayor, Moreillon & Reymond Solicitors1974-1998 Professor of commercial and tax law at the Faculty

of Law, University of Geneva, Dean from 1989 to 1993

Present dutiesSolicitor, honorary professor at the University of Geneva, member of the Board of Directors of Banque Privée Edmond de Rothschild SA, member of the Board of Directors of Edmond de Rothschild Holding SA, Chairman of the Bureau of Edmond de Rothschild Holding SA and Vice-Chairman of the Audit Committee of Banque Privée Edmond de Rothschild SA

Baroness Benjamin de RothschildMember, French, 1965

Education / training1984 A-levels, Kinshasa (Zaïre) - Nantes Academy1988 BBA in Finance, Pace University, New York1990 MBA in Financial management, Pace University, New York

Career summary1988-1990 Financial analyst, then currency dealer at Société

Générale, Australia and New York1990-1995 Currency dealer at AIG, New York. Helped launch Paris

subsidiary and developed business in Europe

DirectorshipsSince 2008 Edmond de Rothschild Holding SA, Geneva

– Vice-Chairwoman (since November 2009)Since 2008 Holding Benjamin et Edmond de Rothschild

Pregny SA, PregnySince 2008 La Compagnie Financière Saint-Honoré, ParisSince 2008 La Compagnie Financière Edmond de Rothschild

Banque, ParisSince 2008 Baron et Baronne Associés, ParisSince 2008 Chairwoman of BeCitizen SAS, ParisSince 2008 Banque Privée Edmond de Rothschild SA, GenevaSince 2010 SIACI St-Honoré

Guy Wais 1)

Member, Swiss, 1942

Education / training1968 Degree in Chemical Engineering, Swiss Institute

of Technology at Zurich1972 MBA, INSEAD Fontainebleau

Career summary1968-1971 Dow Chemical Europe, Zurich1972-1992 Guyerzeller Bank AG, ZurichFrom 1989 Chief Executive Officer and Chairman

of the Executive Committee 1992-2006 Chief Executive Officer and Chairman of the Executive

Committee of Rothschild Bank AG, Zurich

Present dutiesDirector of Rothschild Bank AG, Zurich(since 01.07.2006)Member of the Audit Committee of Banque Privée Edmond de Rothschild SA, Geneva

None of the Directors had a close business relationship with Banque Privée Edmond de Rothschild SA or with a Group company.

1) = until 26 April 2012

CORPORATE GOVERNANCE 33

3.2. Other activities and vested interests

Luc Argand is Chairman of the Geneva Notaries’ Supervi-sory Commission.

3.3. Election and terms of the Directors

The Directors are elected for three-year terms until they reach the age of 70 during the calendar year when their term ends. Thereafter they may be elected for one-year terms. The average age of the Directors presently stands at 66.

The following table provides details of the length of Board members’ current terms

Director Member of the Board since

Termends

Baron Benjamin de Rothschild 1985 2012* M. E. Trevor Salathé 1959 2012

Baronness Benjamin de Rothschild 2009 2012M. John Alexander 1) 1994 2012

* M. Luc J. Argand 1993 2014* M. Walter Blum Gentilomo 1) 1994 2012* M. Michel Cicurel 1999 2014* M. Manuel Dami 1) 1997 2012* M. François Hottinger 1969 2014* M. Klaus Jenny 2010 2013

M. Jean Laurent-Bellue 2011 2014* M. Veit de Maddalena 2009 2012* M. Jacques-André Reymond 1996 2012* M. Guy Wais 1) 1994 2012

* Fulfil the independence requirements provided in FINMA circular 08/24 “Supervision and internal control - banks”.

Members of the Board of Directors are elected by individ-ual ballot at an Annual General Meeting of shareholders.

1) = until 26 April 2012

3.4. Organisational structure

Board of Directors

The Bank’s Bylaws (for full details see our website www.edmond-de-rotschild.ch, About Us / Investor Relations/Legal Documents, direct link: http://www.edmond-de-rothschild.ch/presentation/documents/legal-documents/bylaws.pdf) provide as follows:

1. In addition to its wealth management and securities dealing core business, the Bank operates as the parent company of a banking and financial group as defined in Swiss legislation and rules on banking. As a result, the duties and powers of the Bank’s governing bodies have increased (art. 2.1. of the Bylaws);

2. The Bylaws state the required level of skills, experience, diligence, availability, loyalty and independence for each governing body (art. 1.4., 3 and 4 of the Bylaws);

3. The Bank points out that the members of its governing bodies must organise their personal and work relation-ships so as to avoid as much as possible any conflict of interests with the Bank and the banking and financial group of which it is the parent company;

4. Both for itself and for the banking and financial group of which it is the parent company, the Bank broadens the duties and reinforces the powers of the Audit Committee (art. 3.3.2. of the Bylaws) and the Internal Auditors (art. 4 of the Bylaws), as well as of the Compliance Office and Risk Management Department (art. 3.1.2. of the Bylaws);

5. The Bank consolidates the internal monitoring, information management, reporting (art. 3.4.2. of the Bylaws) and risk management systems (art. 3.1.2 of the Bylaws);

6. Finally, in a document appended to the Bylaws the Bank’s Board of Directors sets out its policy in detail regarding counterparty, market, reputational and oper-ating risks (art. 5 and 8 of the Bylaws).

The Board of Directors, made up of 14 members, is chaired by Baron Benjamin de Rothschild. E. Trevor Salathé and Manuel Dami 1) respectively hold the offices of Vice-Chairman and Secretary. The Board of Directors operates as a collegial body. Resolutions are passed by an absolute majority of

34 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

the directors present and in the event of a tie, the Chairman has the casting vote. In special circumstances Board resolutions may be passed by circular as prescribed in the Bylaws.

Committees

In accordance with the Bank’s Articles of Association and Bylaws, the Board of Directors has set up a Board Committee and is empowered to set up an Audit Committee.

These committees’ main preparatory, consultative and decisional powers are set out in the Bylaws.

The Committee of the Board of Directors(Board Committee)

The Board of Directors has delegated some of its powers (notably relating to loans, liabilities and management over-sight) to the Board Committee. The Board Committee is made up of six members, all of whom belong to the Board of Directors. Baron Benjamin de Rothschild serves as Chairman of this Committee, E. Trevor Salathé as Vice-Chairman and Manuel Dami 1) as Secretary. The other three members of the Board Committee are John Alexander1), Michel Cicurel and Klaus Jenny. Resolutions are passed by an absolute majority of the directors present and in the event of a tie, the Chairman has the casting vote. In special circumstances, Board Committee resolutions may be passed by circular as prescribed in the Bylaws.

In 2011 the Board of Directors met six times and the Board Committee four times. On average, meetings of the Board of Directors and the Board Committee last half a day. The work of both bodies is based on agendas drawn up by their respective Secretaries and by the Chairman of the Exec-utive Committee (see section 3.6 below). Minutes are taken at the meetings of the Board of Directors and the Board Committee; they are duly numbered and signed jointly by the Chairman and Secretary.

Each meeting follows a standing agenda that includes the following items: approval of the minutes of the previous meeting; report by the Chairman of the Board Committee (only for meetings of the Board of Directors); progress report from the Bank’s headquarters, branches and affiliates;

loans, liabilities and reports on major risks; legal and repu-tational risks (only for meetings of the Board of Directors); securities portfolio and long-term holdings; administrative matters; reports from the Internal Auditors; and any other business.

Audit Committee

Under the Bylaws the Board of Directors has delegated part of its powers to an Audit Committee made up of at least three Board members. Their powers primarily include acting as a liaison unit between the Independent Auditors and the Board of Directors and supervising the activities of the Internal Auditors, the Compliance Office and the Risk Management Department. The Board has appointed five of its members (E. Trevor Salathé as Chairman, Manuel Dami 1) as Secretary, Jacques-André Reymond as Vice-Chairman, Guy Wais 1) and Klaus Jenny) to form the Audit Committee. All five of these members have the necessary independ-ence, skills and experience.

1) = until 26 April 2012

CORPORATE GOVERNANCE 35

3.5. Powers

The Board of Directors is the Bank’s highest governing body and is responsible for supervising and monitoring its operations. Under the statutes and the Articles of Association (art. 22), it has the widest powers of oversight as regards how the Bank’s business is managed. Aided by its commit-tees, it sets the general strategy of the Bank and Group. It lays down the principles pertaining to organisation, man-agement and control and ensures that they are applied. It supervises on a consolidated basis all the Swiss and foreign entities that together comprise the Banque Privée Edmond de Rothschild Group. The Board of Directors has delegated oversight of the Bank’s day-to-day business to the Executive Committee (see section 4 below).

The Board of Directors has no official terms of reference. Its powers and those of its Committees are clearly deline-ated in the Bank’s Articles of Association and Bylaws (www.edmond-de-rothschild.ch, About Us/Investor Rela-tions / Legal Documents).

3.6. Information and control instruments

Description of reporting by the Executive Committee and the management information system

At each meeting of the Board of Directors and Board Committee, the Chief Executive Officer and/or the two Deputy Chief Executive Officers report on the major deci-sions taken by the Executive Committee and on the opera-tions dealt with, presenting those matters that fall within the jurisdiction of the Board of Directors or the Board Committee. However, the Chief Executive Officer and his Deputies may only participate in an advisory capacity.

To help them perform their oversight obligations, at each meeting the members of the Board of Directors are given among other documents a monthly progress report that primarily includes the Chief Executive Officer’s comments, the summarised monthly accounts of the various Group entities comparing actual business performance with the budget and, finally, a list of the Group’s financial invest-ments and holdings.

At meetings the Board members also receive a quarterly report on risks noting, inter alia: the level of shareholders’ equity; major risks, if any; market, interest rate and counter-party risks in the banking industry; the level of cash reserves; and risks of a legal and reputational nature.

The Board of Directors has also put facilities in place that are designed to monitor and supervise management at the Group level. These facilities are outlined on pp. 74 et seq. of this annual report.

Between meetings of the Board of Directors and the Board Committee, the Chairman and Deputy Chairmen of the Executive Committee keep the Chairman of the Board of Directors regularly informed on major executive decisions.

Other members of the Executive Committee, as well as other Bank executives, employees, internal auditors and external advisers or experts whose presence is needed, may also be invited to the meetings of the Board of Directors and the Board Committee. However, these persons may only participate in an advisory capacity.

Description of the internal auditing system

Pursuant to the applicable regulations and laws (art. 9 para. 4 AMLO, art. 20 para. 2 SESTO, margin No. 9 and 54 et seq FINMA Circ. 08/24), the Board of Directors has an Internal Auditing Dept that is immediately subordinated to it in the chain of command. The chief internal auditor and his as-sistant are appointed by the Board on the advice of the Board Committee, to which they report directly. The rights and obligations of the Internal Auditing Dept are set out in the Bank’s Bylaws and in the internal auditors’ Charter and Ethical Code. In particular, the Internal Auditing Dept has access to all the documents of the Bank and of the con-solidated affiliates that it audits.

The Internal Auditing Dept currently has a staff of 11.

It draws up an auditing programme each year that is discussed and approved by the Audit Committee. In addi-tion to a detailed list of assignments planned for the cur-rent year, this programme contains a summary of the

36 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

departments and functions that have been audited over the past three years and of those for which a review is scheduled in the three coming years.

This programme is also discussed with the Independent Auditors.

A separate report is drafted for each area audited. The Executive Committee’s view on each item is included in the report, along with a deadline for implementing the recom-mended steps. At its meetings the Audit Committee deals with the Internal Auditing Dept’s reports in the presence of the chief internal auditor and resolves to take additional measures when necessary. The Chief Internal Auditor is asked to attend the meetings of the Audit Committee and even of the Board of Directors and of the Board Committee. In certain circumstances the Chairman of the Board of Directors or of the Audit Committee may assign special tasks to the Chief Internal Auditor.

The Independent Auditors draw up an auditing plan for each financial year and submit it to the Audit Committee for discussion and implementation. The 2011 auditing plan was presented to the Board Committee at its meeting on 1 September 2011. The Audit Committee meets regularly with representatives of the Independent Auditors.

Description of the risk control and management system

Please refer to pp. 74-76 of the “Notes to the consolidated financial statements”.

CORPORATE GOVERNANCE 37

4. Executive Committee

The Executive Committee is comprised of 10 members appointed by the Board of Directors and operates as a collegial body, holding weekly meetings that on average last half a day. In 2011 it met 51 times. Resolutions are passed by an absolute majority of the members present, provided they form a quorum. In the event of a tie, the Chairman has the casting vote. The Executive Committee’s resolutions may also be passed by circular as prescribed in the Bylaws. Minutes are taken at the meetings of the Executive Committee; they are duly numbered and signed by the Chairman and Vice-Chairman. Each meeting follows a standing agenda that covers the full range of the Bank’s operations.

Each of the Bank’s departments is placed under the super-vision of a member of the Executive Committee (see Group structure and shareholders, p. 24). At meetings members report to the rest of the Committee on any major develop-ments that have occurred in their area of responsibility.

The members of the Executive Committee receive docu-ments and statistics issued weekly, monthly or quarterly by the departments and groups concerned. In particular, they receive a progress report containing the following: the Chief Executive Officer’s comments; various statistics in-cluding summarised monthly accounts comparing actual business performance with the budget; monthly lists of financial investments; the financial statements of the various entities forming the Banque Privée Edmond de Rothschild Group; a report on risk control noting market, interest rate and counterparty risks; the level of share-holders’ equity; and risks of a legal and reputational nature (cf. compliance). The Executive Committee can also rely on the supervision and monitoring facilities described in section 3.6 above. These facilities are honed year after year to enhance their effectiveness.

To help it perform its duties, the Executive Committee has set up the following committees: a Management Committee; a Traditional Management Committee; an Alternative Manage-ment Committee; an Investment Funds Committee; a Bond Investment Funds Committee; a Strategy Committee; a Standing Committee for Operations; a Credit Committee; a Risk Committee; a Product Risk Committee; a Fees Committee; a Broker Committee; a Compliance Committee;

a Security Committee; a Steering Committee; an Asset & Liability Management Committee; a Trading Committee and a Training Committee.

Minutes are taken at the meetings of these committees. They are numbered, dated and signed, and a copy is re-mitted to each member of the Executive Committee.

Other Bank executives, as well as employees, internal audi-tors and external advisers or experts may also be invited to the meetings of the Executive Committee. However, these persons may only participate in an advisory capacity.

38 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Rothschild Bank AG, Zurich

Rothschild Holding AG, Zurich

Holding Benjamin et Edmond de Rothschild Pregny SA, Pregny-Chambésy – Vice-Chairman

Edmond de Rothschild Informatique, Geneva – Chairman

Edmond de Rothschild International Funds Ltd (E.D.R.I.F.) Hamilton, Bermuda

Sylvain RoditiDeputy Chairman, Swiss, 1951

Deputy Chief Executive Officer

Education / training1970 College diploma from Institut Florimont, Geneva1973 B. Sc., London School of Economics

Career summary1973-1974 Trained at Keyser Ullmann SA, Geneva1974-1985 Co-founded and directed Stock & Commodity

Services SA, Geneva 1985-1989 CEO of Thomson McKinnon Securities Inc, Geneva1989-1991 Senior Vice-President of Shearson Lehman Brothers,

Geneva1989-1991 Co-founded and directed SCS Alliance SA, Geneva1991-2000 Deputy CEO in charge of wealth management for

Republic National Bank of New York (Switzerland) SA, Geneva

Present dutiesSince 2000 Deputy Chief Executive Officer and Vice-Chairman

of the Executive Committee of Banque Privée Edmond de Rothschild SA, Geneva in charge of Private Banking (see p. 24)

DirectorshipsSince 2000 Chairman of the Board of Directors of Representación

B.P. Edmond de Rothschild SA, Montevideo Director of LCH Investments NV, ACH Management SA and ECH Holdings

Director of Leveraged Capital Holdings NV and Trading Capital Holdings NV

Director of European Capital Holdings NV and Asian Capital Holdings

Chairman of the Board of Directors of Prifund Conseil SA, Luxembourg

Since 2009 Director of Prifund Conseil (Bahamas) SA

4.1. Members of the Executive Committee

Claude MessulamChairman, Swiss, 1951

Chief Executive Officer1)

Education / training1974 Master’s in Commerce, University of Geneva1975 Certificat du troisième cycle d’enseignement romand

en gestion d’entreprise 1984 Federal Chartered Accountant’s certificate

Career summary1974-1976 Cetecom SA1976-1987 Deloitte & Touche1988-1990 Partner in charge of bank auditing in French

Switzerland for Deloitte & Touche

Present duties

Banque Privée Edmond de Rothschild SA, Geneva in charge of:

- Operations / Administration

- IT/Office Automation General Services (see p. 24)1991-1993 Senior Vice-President, member of the Executive

Commitee1994-2000 Senior Vice-President, Vice-Chairman of the Executive

CommiteeSince 2001 Chief Executive Officer, Chairman of the Executive

Commitee

Directorships

La Compagnie Benjamin de Rothschild SA, Meyrin – Vice Chairman

Banca Privata Edmond de Rothschild Lugano SA

Banque Privée Edmond de Rothschild Europe SA, Luxembourg

Banque de Gestion Edmond de Rothschild - Monaco

Banque Privée Edmond de Rothschild Ltd, Nassau

LCF Edmond de Rothschild Limited, London – Chairman

LCF Edmond de Rothschild Prifund, Luxembourg – Chairman

La Compagnie Financière Edmond de Rothschild Banque, Paris

Compagnie Financière Saint-Honoré, Paris

1) = until 26 April 2012

CORPORATE GOVERNANCE 39

Career summary1981-1982 Securities analyst at Merryl Lynch, New York and then

at Thomson McKinnon, New York1983-1984 Assigned to manage Omnivalor, Geneva on behalf of

Banque Privée Edmond de Rothschild SA

Present dutiesSince 1996 Member of the Executive Committee of Banque Privée

Edmond de Rothschild SA, GenevaSince 2010 In charge of Capital MarketsSince 2011 In charge of Trading and Structured Solutions

DirectorshipsSince 1989 Director and member of the Board of Compagnie de

Trésorerie Benjamin de Rothschild SA, GenevaSince 1995 Director of Banca Privata Edmond de Rothschild

Lugano SASince 1996 Director and member of the Board Committee of Banca

Privata Edmond de Rothschild Lugano SA; Banque Privée Edmond de Rothschild Europe, Luxembourg; Compagnie Benjamin de Rothschild SA Geneva

Frederic BinggeliMember, Swiss, 1961

Senior Vice-President

Education/training1979 College certificate type 31985 M. Sc. in Economics, University of Geneva1993 Series 7 and 3 National Association of Securities Dealers

Career summary1985-1986 Peat Marwick, Geneva, assistant auditor1987-1991 Lombard, Odier & Cie, Geneva, securities analyst1991-1993 Sogenal, Geneva, securities analyst1993-1994 Merrill Lynch, Geneva, broker1994-1996 Tetral Investment Management (family office of the Tetra

Pak Group), Pully, in charge of equity investmentsSince 1996 Banque Privée Edmond de Rothschild SA, Geneva

Present duties

Senior Vice-President and member of the Executive Committee of Banque Privée Edmond de Rothschild SA in charge of a wealth management group

Vice-Chairman of the Strategy Committee

Member of a number of other committees

Writer of financial columns

Jean-Pierre PierenMember, Swiss, 1943

Deputy Chief Executive Officer1)

Education / training1970 Graduated from the Institut des Hautes Etudes

Commerciales, University of Geneva

Career summary1969-1980 Banque Privée SA, Geneva1980-1993 CEO of Compagnie de Banque et de Crédit SA,

Lausanne (part of the Tradition Group)1993-1995 CEO of Banque Privée Edmond de Rothschild

Lausanne SA

Present dutiesSince 1996 Senior Vice-President and member of the Executive

Committee of Banque Privée Edmond de Rothschild SA, Geneva in charge of Human Resources, Correspondent Banking, Loans and Guarantees, Risks, Securities and Cash Management (see p. 24)

Since 2006 Deputy Chief Executive Officer of Banque Privée Edmond de Rothschild SA, Geneva

DirectorshipsSince 1993 Director of Interterra Parking SA, LausanneSince 1995 Director of Banque de Gestion Edmond de Rothschild

– MonacoSince 2008 Director of Edmond de Rothschild Gestion

Monaco – SAM, Monaco

Luc BaatardMember, Swiss, 1957

Senior Vice-President

Education / training1967-1976 College certificate (Economics / Sciences stream) from

Institut Florimont, Geneva1977-1978 Trained at Messel & Co, London and Drexel, London1978-1979 Trader in eurobonds at Merrill Lynch, London1979-1981 Master’s in Commerce (major in Banking), University

of Geneva

1) = until 26 April 2012

40 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Philippe CurratMember, Swiss, 1948

Senior Vice-President

Education / training1972 Master’s in Law, University of Fribourg1976 Admitted to the Fribourg Bar

Career summary1976-1977 Credit Depts of UBS, Fribourg and Zurich 1977-1979 Legal Dept of Banque Hentsch & Cie, Geneva1979-1981 Partner of Etude Nouveau and Weck, Nordmann

& Bussey Solicitors, Fribourg.1981-1986 Secretary of the Federal Banking Commission

(deputy to the Head of the Legal Dept)

Present dutiesSince 1987 Senior Vice-President and member of the Executive

Committee of Banque Privée Edmond de Rothschild SA, Geneva

Secretary General in charge of Legal Services, Tax Services, Wealth Planning, Compliance Office, Central Register and Communications-Marketing (see p. 24)

DirectorshipsSince 1988 Chairman of the Board of Directors of Privaco Family

Office SA, GenevaSince 2010 Edmond de Rothschild Communication SA, GenevaSince 2011 Privaco Family Office SA, Hong Kong

Martin LeutholdMember, Swiss, 1952

Senior Vice-President

Education/training1975 University of Zurich Business School, Business

Economist degree1982 Certification as Chartered Account and Financial

Controller, Geneva

Career summary1975-1978 Procter & Gamble, Geneva finance and accounting1978-1980 Arthur Andersen S.C., Geneva, assistant to the

worldwide controller1980-1988 Ferrier Lullin & Cie SA, Geneva, assistant to the CFO

Alexandre ColMember, French and Swiss, 1963

Senior Vice-President

Education/training1987 Licence in Economics (business administration), Ecole

des hautes études commerciales, University of Lausanne1991 Licence in Political Science, University of Lausanne1991 Licence in Economics (economics), Ecole des hautes

études commerciales, University of Lausanne1993 M. Sc. in Political Science, University of Lausanne1993 Graduate studies in Economics (economic relations),

Institut d’études politiques, Paris

Career summarySince 1994 Banque Privée Edmond de Rothschild SA, Geneva,

Investment Fund Dept

Present dutiesSince 2000 Head of the Investment Fund Dept of Banque Privée

Edmond de Rothschild SA, GenevaSince 2010 Member of the Executive Committee of Banque Privée

Edmond de Rothschild SA

Head of the Investment Fund Dept

Member of the Board of the Personnel Welfare Foundation of Banque Privée Edmond de Rothschild SA

Directorships

Chairman of Asian Capital Holdings Funds

Chairman of Edmond de Rothschild Real Estate SICAV

Chairman of NOVA SICAV

Chairman of Matterhorn Fund

Vice-Chairman of Prifund Conseil SA

Vice-Chairman of Prifund Conseil (Bahamas) SA

Other offices

Member of the Alternative Investment Management Association Limited (AIMA)

Member of the Committee of Experts of the Swiss Fund Association's Alternative Investments Council (AIC)

Member of the European Fund and Asset Management Association (EFAMA)

Member of the Funds of Hedge Funds Transparency Council

CORPORATE GOVERNANCE 41

Bernard SchaubMember, Swiss, 1955

Senior Vice-President

Education / training1979 Master’s in Law, University of Geneva

Career summary1980-1983 Various internships with companies in

Switzerland the US1983-1995 Ferrier Lullin, Geneva1983 Junior securities analyst1984 Portfolio manager1990 Head of the Independent Managers Dept1992 Member of the Executive Committee and Co-head

of the Portfolio Mgt DeptSince 1995 Banque Privée Edmond de Rothschild SA, Geneva

Senior Vice-President in charge of administration in the Portfolio Mgt Dept

Present dutiesSince 1999 Member of the Executive Board of Banque Privée

Edmond de Rothschild SA Personnel Welfare FoundationSince 2000 Senior Vice-President and member of the Executive

Committee of Banque Privée Edmond de Rothschild SA in charge of Independent Managers and Coordination for the Hong Kong branch (see p. 24)

DirectorshipsSince 1997 Director of Priasia LtdSince 2000 Director of LCF Edmond de Rothschild PrifundSince 2005 Chairman of Priasia Ltd

Present dutiesSince 1988 Chief Financial Officer of Banque Privée Edmond

de Rothschild SA, GenevaSince 1990 Member of the Board of the Personnel Welfare Foundation

of Banque Privée Edmond de Rothschild SASince 2010 Senior Vice-President and member of the Executive

Committee of Banque Privée Edmond de Rothschild SA

Directorships

Representación B.P. Edmond de Rothschild SA, Montevideo

Rotomobil SA, Pregny

Rouiller, Zurkinden & Cie Finance SA, Fribourg

Copri III SA, Luxembourg

Edmond de Rothschild Ltd, London

LCF Edmond de Rothschild Holdings (CI) Ltd

LCF Edmond de Rothschild Asset Management (CI) Ltd

LCF Edmond de Rothschild (CI) Ltd

Michel LusaMember, Swiss, 1949

Senior Vice-President

Education / training1974 Master’s in Law, University of Lausanne1974 Master’s in Economics, University of Lausanne1979 Admitted to the Geneva Bar

Career summary1979-1987 Asset manager at UBS, Geneva1987-1992 Headed the Middle East section of the Wealth

Management Dept at UBS, Zurich1992-1998 Headed the Wealth Management Dept at UBS, Geneva1998 Managing Director and Regional Market Manager for

the Midle East, Israel and Africa at UBS SA, Geneva

Present dutiesSince 1999 Senior Vice-President and member of the Executive

Committee of Banque Privée Edmond de Rothschild SA, Geneva in charge of Investment Research and the Lausanne and Fribourg branches (see p. 24)

Directorships

Member of the Boards of Directors of LCF Edmond de Rothschild Prifund, ECH Investment Ltd and Rouiller, Zurkinden & Cie Finance SA, Fribourg

42 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

4.2. Other activities and vested interests

The members of the Executive Committee have no other activities or vested interests within the meaning of art. 4.2. of the SIX Guidelines on Corporate Governance.

4.3. Management contracts

No such contracts exist at Banque Privée Edmond de Rothschild SA

CORPORATE GOVERNANCE 43

5. Remuneration, profi t-sharing and loans

Remuneration

Guidelines

Remuneration includes a fixed annual salary and a bonus, both of which are paid in cash.

In order to spread profits over time and guarantee risk control, certain employees with strategic duties receive their bonus on a deferred basis.

Remuneration is set according to employees’ duties, skills, responsibilities and experience. It also takes account of market conditions, thanks to our participation in industry surveys.

To avoid conflicts of interest, the fixed salaries of the per-sons in charge of auditing, compliance, control and risk management form the bulk of their remuneration. This is submitted to the Audit Committee or its equivalent.

The Bank pays no signing bonuses. Compensation is granted in certain cases where a new employee has lost earnings due to his job change.

Pursuant to the Bylaws, the remuneration scheme and the objectives assigned to employees must not induce them not to abide by the internal control mechanisms and rules of compliance.

Board of Directors

Each member of the Board of Directors is paid fixed fees that vary depending on whether or not he serves on certain committees.

Two members of the Board of Directors hold executive po-sitions in affiliates of the Bank. They will not seek re-election when their terms expire.

Executive Committee and other managers

The members of the Executive committee and other man-agers receive a fixed annual salary and a discretionary bonus in line with the Bank’s earnings.

Introduction

Our remuneration policy forms part of the strategy, culture and nature of our Group’s business and of each entity’s local specificities. As such it falls within the scope of the general policy of the Edmond de Rothschild Group, whose aim is to foster staff loyalty and encourage each employee to promote our long-term success through entrepreneur-ship and risk control.

The policy is moreover based on the guidelines contained in Circular 2010/1 – “Remuneration schemes” issued by the Swiss Financial Market Supervisory Authority (FINMA), subject to the applicable regional rules.

Powers

Under art. 3.1.2 of our Bylaws the Board of Directors is responsible for drawing up the general remuneration policy and the rules on the Board members’ remuneration.

Based on the annual proposals of the Executive Committee, the Board Committee approves the overall package relating to salary adjustments and bonuses for the staff and the Executive Committee.

Supervision of each individual’s remuneration is delegated by the Board to one of its members or to a committee, depending on the entity.

44 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Bonuses are based on the Bank’s earnings and on the quantitative and qualitative achievement of the manager’s objectives. The bonuses are paid within 30 days following the meeting of the Board of Directors at which the financial statements are approved. Except in six cases, the details of the calculation are not disclosed to the managers concerned.

A bonus is not granted if a manager’s work contract is termi-nated owing to misfeasance or to non-compliance with our Group’s values, or if he has decided unilaterally to resign.

A limited number of the Group’s senior executives have agreements providing for severance pay should the Bank terminate their work contract without just cause. Such pay may not exceed three years’ remuneration.

Members of the Executive Committee have the same per-sonnel welfare plan as the staff.

Benefits such as company cars or vehicle allowances may be granted at our Luxembourg subsidiary.

Non-managerial employees

The remuneration of non-managerial employees consists of a fixed annual salary and a discretionary bonus.

Bonuses are based on employees’ performance. They are paid at the end of the calendar year and usually amount to one to two months’ pay.

Stock option plans

Geneva

The Bank is studying the appropriateness and implications of implementing a remuneration scheme that would include stock options and deferred payments.

Luxembourg

Our Luxembourg affiliate (BPERE) has added two plans to the variable portion of pay. They are designed to motivate the beneficiaries in the medium/long term and take future business development into account.

The aim of the first plan is to foster loyalty among key managers by allotting them stock options with a four-year lifespan. The charge amounts to 10% of consolidated net profit. Each year the Board of Directors sets the terms of the plan for a new four-year period. This remuneration is payable only to beneficiaries who remain at BPERE at the end of the relevant period.

A similar plan has been implemented in the subsidiary’s Belgian branch. It consists in allotting free shares that can be later converted into warrants. The conversion takes place at the end of a three-year period and the new war-rants are inalienable for a one-year period. Each year the Board of Directors sets the terms of the plan for a new three-year period. This remuneration is payable only to beneficiaries who remain at the branch at the end of the relevant period.

The second plan, known as the profit-sharing scheme, pro-vides an incentive to senior managers by giving them a stake in the real growth of BPERE’s value. It consists of stock options granted irrevocably to the beneficiaries for a portion of the affiliate’s shares. The options expire at end-June in the year following the last year of the plan, and the options must be held at least two years before being exercised. The plan ends with a cash settlement, thereby allowing the parent company to retain control of its shareholder base. The actual value of the shares is determined once a year by an independent auditor appointed by the Bank, using a valuation method certified by PricewaterhouseCoopers SA.

CORPORATE GOVERNANCE 45

This scheme was implemented for a five-year period from 1 January 2011 and consists in allotting 8.33% of the sub-sidiary’s shares.

The cost of these profit-sharing schemes is provisioned annually in the affiliate’s financial statements.

Monaco

Our Monaco affiliate also has a profit-sharing scheme aimed at motivating senior managers and rewarding loyalty. There were six beneficiaries in 2011. The plan takes the actual growth of the Bank’s value into account, and con-sists in granting stock options with a five-year lifespan. These may only be settled in cash when they are exercised. The actual value of the affiliate’s shares is determined once a year by independent appraisers appointed by the Bank.

Other Group entities

No profit-sharing schemes are currently in force at the other Group entities.

Remuneration, stock options and loans in 2011

In accordance with articles 663 b bis and 663 c section 3 of the Swiss Code of Obligations, the remuneration and loans granted to current members of the Bank’s governing bodies are indicated in Note 15 to the Bank’s financial statements (pp. 123 et seq).

In 2011 no remuneration was paid to past members. Nor were there any additional fees or remuneration as defined in the SIX Guidelines on Corporate Governance.

The variable portion of remuneration in the reporting year accounted for 35.3% of the entire Group payroll and rep-resented 65.3% of the total remuneration of the Executive Committee.

46 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

6. Shareholders’ rights

6.3. Notice of Annual General Meetings

The rules pertaining to notices of AGMs are set forth in articles 11, 12 and 31 of the Articles of Association, which draw on the provisions of the Swiss Code of Obligations.

6.4. Items on the agenda

The rules pertaining to agendas and deadlines are set forth in articles 11 and 12 of the Articles of Association, which draw on articles 699 et seq of the Swiss Code of Obligations.

Article 11 of the Articles of AssociationGeneral Meetings shall be convened by the Board of Directors and, if necessary, by the Auditors, the liquidators or the repre-sentatives of bondholders.One or more shareholders together representing at least 10 per cent of the capital stock may also request that a General Meeting be convened.Shareholders representing shares with a total par value of CHF 1 million may request that an item be included in the agenda.Convocations and inclusion of items in the agenda must be requested in writing, mentioning the topics of discussion and proposals.

Article 12 para. 1 and 2 of the Articles of AssociationGeneral Meetings shall be convened at least 20 days prior to the date on which they are to be held, in accordance with the proce-dures provided in article 31 on the Company’s notices.Items included in the agenda must be referred to in the notice of the General Meeting, together with the proposals of the Board of Directors and the shareholders who requested the convocation of the meeting or the item’s inclusion.

6.5. Entries in the share register

In accordance with Company practice, the deadline for entering unlisted registered shares falls on the day the AGM agenda is notified.

6.1. Limitation and representation of voting rights

Under art. 6 para. 4 of the Articles of Association, the name and permanent address of the owners and usufructuaries of registered shares are entered in the Bank’s share register. Only the owners and usufructuaries of registered shares whose inclusion in the share register is endorsed by a director may legitimately exercise the Company-related rights attaching to a registered share. Para. 5, 6 and 8 of the Articles of Association state the grounds on which the Board may refuse to grant such an endorsement.

Moreover, an owner of registered shares may only be represented at an Annual General Meeting by another owner of registered shares in possession of a written proxy (cf. art. 14, para. 2). Holders of bearer shares must merely produce such shares or comply with any other formality required by the Board of Directors (under art. 14, para. 3 of the Articles of Association) in order to exercise their rights.

6.2. Quorums

Annual General Meetings are deemed validly held when over half the shares are represented. In cases where this quorum is not achieved, a second meeting may be convened with the same agenda (cf. art. 15, para. 2 of the Articles of Association). The second meeting may not take place until at least 30 days have elapsed and it will be deemed validly held regardless of the number of shares- represented. This must be mentioned in the notice (art. 15, para. 3).

CORPORATE GOVERNANCE 47

7. Take-overs and defensive measures

7.1.

The Bank has included in art. 6 para. 3 of its Articles of Association a clause providing that bidders are not required to make a formal take-over bid pursuant to articles 32, 52 and 53 of the Swiss Stock Exchanges and Securities Trading Act (SESTA).

7.2.

No member of the Bank’s senior management (Board of Directors, Executive Committee and other senior officers) has signed a contract protecting him/her from a transfer of control by the Bank.

48 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

8. Independent Auditors

8.1. Duration of the Auditors’ mandate and of the Chief Auditor’s term of service

Since 1982 PricewaterhouseCoopers SA, Geneva has audited the parent company financial statements of Banque Privée Edmond de Rothschild SA, Geneva. The financial statements of the Banque Privée Edmond de Rothschild Group are also audited by PricewaterhouseCoopers SA. Philippe Bochud has served as Chief Auditor for our account since 2005. He will be replaced in this capacity by Beresford Caloia from the 2012 financial year.

8.2. Auditing fees

Banque Privée Edmond de Rothschild SA in 2011 paid a total of CHF 510,000 in auditing fees to Pricewaterhouse-Coopers SA, Geneva, within the meaning of this provision of the Guidelines on Corporate Governance.

8.3. Additional fees

The Bank paid additional fees totalling CHF 50,000 (for tax consulting services) within the meaning of this provision of the Guidelines on Corporate Governance.

8.4. Consultation with the Independent Auditors

PricewaterhouseCoopers SA draws up an auditing plan each year. It drafts one report on its review of the annual financial statements and another on its prudential audit. The auditor in charge of our account discusses these reports with the Audit Committee. The auditing plan was presented to the Board Committee at its meeting on 1 Sep-tember 2011. The Independent Auditors’ findings in respect of the annual financial statements are presented and dis-cussed with the Audit Committee and then presented to the Board of Directors for approval at its meeting in March.

The Independent Auditors have access to the Audit Com-mittee at all times, as well as to the Executive Committee and to the Internal Auditing Dept., all of whom they meet with regularly.

PricewaterhouseCoopers SA is hired on an annual basis. The company’s qualifications, performance and fees are assessed each year by the Audit Committee or the Board of Directors.

As required by FINMA, the auditor in charge of our account is replaced every seven years.

CORPORATE GOVERNANCE 49

23 August 2012:

- Publication of our semi-annual results in the FOSC.

- Publication of a media release summarising our financial report in the electronic media and the press, with a copy sent to our online subscribers.

Contacts

Investor relations:

Martin LeutholdChief Financial OfficerBanque Privée Edmond de Rothschild SA18, rue de Hesse, 1204 GenevaPhone: 058 818 93 41Fax: 058 818 91 39E-mail: [email protected]

Media relations:

Valérie BoscatHead of Communications-MarketingBanque Privée Edmond de Rothschild SA18, rue de Hesse, 1204 GenevaPhone: 058 818 94 62 058 818 94 83Fax: 058 818 91 91E-mail: [email protected]

Website:

www.edmond-de-rothschild.chwww.edmond-de-rothschild.ch/subscription.aspxwww.edmond-de-rothschild.ch in “About Us /Investor Relations/Financial Information”

9. Information policy

Banque Privée Edmond de Rothschild SA provides the fullest disclosure possible to its existing and potential shareholders, as well as to its employees and the general public. This information is mainly conveyed in our annual reports, at press conferences on annual results, through interviews given to the financial media and securities ana-lysts, at General Meetings and on the Bank’s website (www.edmond-de-rothschild.ch, About Us/Investor Relations).

Details on risk policy and management and on the calcula-tion of consolidated shareholders’ equity are available on the Bank’s website (www.edmond-de-rothschild.ch, About Us/Investor Relations).

Events and calendar

3 April 2012:

- Publication of the notice of the Annual General Meeting of shareholders and agenda in the FOSC (full text), Le Temps, L’AGEFI, the Neue Zürcher Zeitung and Finanz und Wirtschaft (summarised editions).

- Press conference on 2011 results in Geneva.

- Publication of a media release summarising our financial report in the electronic media and the press, with a copy sent to our online subscribers.

- Publication of the annual report.

26 April 2012:

- Annual General Meeting of shareholders in Geneva, at the Château de Pregny.

50 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

53 Key figures 70 Consolidated balance sheet

54 Report of the Directors on the consolidated financial statements 72 Consolidated profit and loss account

60 Report of the statutory auditor on the consolidated financial statements 73 Consolidated cash flow statement

62 Consolidated affiliates 74 Notes to the consolidated financial statements

66 Consolidation principles

68 Valuation policies

Examples of initiatives supported:

Tanenbaum Center for Interreligious Understanding

Ariane de Rothschild Fellowship

Common Cents Program

OPEJ FoundationBaron Edmond de Rothschild

The Hall of Names at Yad Vashem

Mosaïca Centre for Inter-Religious Cooperation

Jerusalem

Cambridge University

Three Faiths Forum

Café Culturel

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Banque Privée Edmond de Rothschild Group

Financial Report

Intercultural DialogueToo often, prejudices of various kinds invade our day-to-day lives and lead us to sweeping condemnations of cultural and religious differences. This retrenchment mentality is further exacerbated by geopolitical conflicts and social tensions. Outreach, greater under-standing and a willingness to challenge preconceived notions are not only necessary today; they constitute a source of personal and collective enrichment. At the same time, it is essential to remain pragmatic and set tangible goals that will have an impact; our models of action are based on a practical, forward-looking approach. The intercultural programs we support address the economic, family, cultural and social issues shared by so many communities. Seeking to overcome incomprehension and do away with preconceptions, we celebrate cultural mosaics and encourage them to flourish.

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52 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

1

4

2

5

3

6

1 Tanenbaum Center for Interreligious Understanding

The health section of the Tanenbaum Center for Interreligious Understanding and the Maria Fareri Children’s Hospital - New York Medical College are designing a curriculum for interns focusing on intercultural and religious issues that may need to be considered in the context of patient care.

4 Café Culturel

Café Culturel gives any interested residents of Seine Saint Denis the opportunity to participate in arts workshops or to perform on stage, guided by professionals, allowing them to share their talent, beliefs and hopes. Such a program transforms the arts into a genuine instrument of active citizenship.

2 Common Cents Program

After collecting pennies during a “Penny Harvest,” students of the schools participating in the Common Cents Program collectively chose a local project with high social impact to which to donate the money they collected. Through this program, children learn from a very young age the meaning and value of philanthropy.

5 University of Cambridge

The Edmond de Rothschild Foundations support the work of a number of research centers at Cambridge University that address intercultural issues and relationships among different religious communities.

3 OPEJ Foundation – Baron Edmond de Rothschild

Created after World War II, the OPEJ Foundation provides children and adolescents in difficult family situations with a stable living and learning environment where they are cared for and protected.

6 Three Faiths Forum

The Three Faiths Forum combines theory and practice in the promotion of Intercultural Dialogue. It has developed an innovative curriculum for the subject, to which numerous students are exposed during educa-tional workshops where they have the opportunity to exchange ideas about different religions.

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FINANCIAL REPORT CONSOLIDATED ACCOUNTS 53

Key fi guresBanque Privée Edmond de Rothschild Group

2011 2010 Change

(in CHF) (in %)

Consolidated profit and loss account (in thousands of CHF)

Net interest income 64,842 54,262 10,580 19.5

Fee and commission income 504,158 534,598 (30,440) (5.7)

Results of trading operations 87,851 95,816 (7,965) (8.3)

Operating expenses (personnel costs and other overheads) 491,431 500,020 (8,589) (1.7)

Group net income 125,064 149,898 (24,834) (16.6)

Profitability

% return on equity (net income/average shareholders’ equity) (2) 9.8 12.0 - -

% return on assets (net income/average assets) 1.0 1.2 - -

Shares (in CHF)

Earnings per bearer share after deducting portion due to minority interests 1,326 1,548 (222) (14.3)

Earnings per registered share after deducting portion due to minority interests 265 310 (45) (14.5)

Consolidated balance sheet (in thousands of CHF)

Due from banks 7,391,811 8,611,002 (1,219,191) (14.2)

Advances to customers 1,388,619 1,651,949 (263,330) (15.9)

Due to banks 259,125 245,708 13,417 5.5

Customer deposits 11,737,138 10,106,953 1,630,185 16.1

Shareholders’ equity (1) 1,381,474 1,325,327 56,147 4.2

Balance sheet total 14,015,149 12,300,712 1,714,437 13.9

Assets under management (in millions of CHF)

Total assets under management (includes double reporting) 91,360 92,715 (1,355) (1.5)

of which: - double reporting 9,993 10,182 (189) (1.9)

- net inflow of fresh funds 3,249 6,486 (3,237) (49.9)

Group personnel (number of employees)

Average number of employees 1,688 1,617 71 4.4

- in Switzerland 668 654 14 2.1

- abroad 1,020 963 57 5.9

Total number of employees at year-end 1,732 1,649 83 5.0

Number of employees at year-end, converted into full-time jobs 1,683 1,604 79 4.9

(1) Including Group net income before payment of dividend by parent company and minority interests.

(2) After appropriation of the parent company’s earnings.

54 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Report of the Directorsto the shareholders on the consolidated accounts of Banque Privée Edmond de Rothschild SA at the general meeting on 26 April 2012

Dear Shareholders,

2011 featured a tough economic and stockmarket envi-ronment. It also brought continuing pressure on banking secrecy and heavier regulation of wealth management that drove up our operating costs.

The weakness of the dollar and euro against the Swiss franc weighed heavily on our revenues, the bulk of which are denominated in the former currencies whereas our overheads are mainly in francs.

Thanks to a prudent investment policy and the dynamic business performance of our wealth management depart-ments, we were able to buck these harsh conditions by continuing to expand and winning new clients. Our net inflow of fresh funds exceeded CHF 3.2 billion.

Despite this good showing, the adverse impact of the markets and dollar and euro weakness in relation to the Swiss franc left assets under management slightly lower. These stood at CHF 91.4 billion at end-2011 as against CHF 92.7 billion the previous year.

The large inflow of new client funds helped to counterbal-ance the effects of the upheavals in our industry’s operating conditions and the effects of exchange rates. We achieved a consolidated gross profit of CHF 207.7 million, down 7.2% on the 2010 figure (CHF 223.7 million).

Group net profit came to CHF 125.1 million, marking a drop of 16.6% compared with CHF 149.9 million in 2010.

Aided by our situation as a family-controlled wealth man-agement company with a stable shareholder base, we are able to rise to the challenges ahead while further striving for excellence and adapting our organisational structure to the ongoing changes in our sector. Now more than ever before our strategic growth projects are tightly geared towards these objectives.

Our Group is set to expand in the Gulf region via our representative office in Dubai, which recently received its operating licence.

On the face of it, opening a branch in Hong Kong will mark a decisive step in our development as Asia is the region where wealth creation is strongest in the world. We obtained all the necessary licences in February 2012 and our Hong Kong unit is now fully operational.

Plans to grow our onshore clientele in Switzerland are coming to fruition. New professionals have been added to the management teams assigned to this market, and our building in Rue Petitot has been completely renovated for the purpose.

We have also purchased two buildings from the Swiss National Bank; one is already occupied by our Bank while the other will help accommodate our expansion.

To implement all these projects we felt that management enhancement and synergies were needed. “We-Mode”, a programme involving about 40 of the Bank’s senior execu-tives, was set up to foster management skills and horizontal collaboration within our Group. We plan to break this pro-gramme down into modules and extend it to other Group executives in 2012.

Our Investment Fund Dept continued to demonstrate re-markable professionalism in the reporting year. Given the tremendous success of Edmond de Rothschild Real Estate SICAV – Swiss, we decided to increase this subfund’s capital by CHF 100 million and launch a new property subfund called Edmond de Rothschild Real Estate SICAV – Helvetia. These vehicles are an excellent illustration of our Group’s expertise and a marvellous promotional tool for our Bank’s Swiss operations.

The quality of our alternative asset management was rewarded throughout 2011 in the form of numerous recognitions for our funds of hedge funds line. The honours included Best Overall Group at the European Fund of Hedge Funds Awards 2011 in London, Excellence in Investment Man-agement at the International Alternative Investment Review

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 55

Awards 2011 in Milan and Large Fund of Hedge Funds Firm of the Year at the Annual Fund Industry Awards in New York.

2011 also featured a generational change in the Bank’s senior management. After 21 years of successful leader-ship of Banque Privée Edmond de Rothschild, including 11 as Chairman of the Executive Committee, Claude Messulam informed us that he wished to step down at end-April 2012 following the Bank’s Annual General Meeting.

Under his guidance Banque Privée Edmond de Rothschild has experienced phenomenal growth and now ranks among Switzerland’s most respected financial institutions. As an executive he has exhibited unfailing loyalty and remained constantly attuned to the human dimension of our business. The company he hands over is rock-solid and enjoys an impeccable reputation.

Mr Messulam has agreed to join the boards of directors of Banque Privée Edmond de Rothschild and Edmond de Rothschild Holding. His experience and exactingness will be valuable in this capacity, particularly when it comes to meeting the challenges that stand before us.

A page of our history is turning, and we must also secure the Bank’s future in a rapidly changing environment. Mr Messulam will be replaced by Christophe de Backer, an accomplished banker and former Group General Manager at HSBC France, where he successively headed the asset manage-ment and private banking divisions. Gradually, he will be able to add a segment-based approach to the geographi-cally based one that our entities have emphasised up to now. We wish him every success in his duties.

Jean-Pierre Pieren, Deputy Chief Executive Officer of Banque Privée Edmond de Rothschild SA, Geneva, decided to retire after many years devoted to our Bank and Group. He will step down from our Bank’s Executive Committee at the end of April 2012.

We take this opportunity to thank Mr Pieren for his long and dedicated service that has greatly contributed to the smooth, successful business development of our Bank and Group. Our wishes accompany him for a happy retirement.

Mr Pieren’s duties as Chief Operating Officer will be taken over by Manuel Leuthold, who has had a brilliant career with a large Swiss bank where he exercised important executive functions including as a member of the national management board of the Wealth Management & Swiss Bank division. We look forward to having Mr Leuthold among us.

The Group last year continued to expand in the wealth management segment through our national and interna-tional networks.

Swiss network

Geneva

Banque Privée Edmond de Rothschild SA, Geneva spe-cialises in wealth management, mainly on behalf of private clients. The Bank is directed by Claude Messulam, who also coordinates Group operations from our head office. Despite an unfriendly economic and market environment and a negative forex impact, BPER Geneva continued to expand throughout 2011 and registered a substantial inflow of fresh money. This enabled the Bank to post a net profit of CHF 101.6 million for the reporting year, up 3.1% on the 2010 figure (CHF 98.5 million).

Fribourg

The Fribourg branch of Banque Privée Edmond de Rothschild SA is headed by Patrick Zurkinden. We have operated in Fribourg since 1986 with a view to extending our reach in this area astride Switzerland’s French- and German-speaking communities. Despite last year’s very tough economic context, business development at our branch and at the asset management firm Rouiller, Zurkinden & Cie Finance SA was in line with expectations.

Lausanne

Our Lausanne branch has operated since 1993 and cur-rently employs a staff of 25 focused on private banking. Lausanne, as “Olympic capital” of the world, contributes to the Bank’s international scope and the branch promotes

56 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

our presence in Vaud Canton. Since 2002 this unit has been housed in a handsome building with appointments ideally suited to our profession and clientele. Under the guidance of Roland Humbert, business continues to grow at a gratifying pace.

Lugano

2011 was a transitional year for Banca Privata Edmond de Rothschild Lugano SA, headed by Luca Venturini. The subsidiary reported a net profit of CHF 10.5 million, down 3.6% on the 2010 level of CHF 10.9 million.

International network

Luxembourg

Led by Frédéric Otto, Banque Privée Edmond de Rothschild Europe, Luxembourg last year pursued its strategy of long-term growth in a persistently weak economic and financial environment. The affiliate’s strategy is founded on close ties and a frequent dialogue with clients and is backed up by constant efforts to enhance the quality of our services.

Growth continues to be driven robustly by BPERE’s core businesses of private banking, asset management and investment funds administration. Combining these seg-ments provides clients not only with interlocking value but also with the tight advisory relationship that they are entitled to expect from their wealth manager.

Business throughout the Luxembourg affiliate’s interna-tional network expanded further last year, with gratifying growth at our branches in Belgium, Italy, Portugal and Spain and at our representative offices. The joint venture begun a number of years ago with Nikko Cordial in Tokyo also performed in line with projections. The assets man-aged in conjunction with this entity were up in 2011 and made a positive contribution to results.

Despite last year’s daunting environment, net profit at our Luxembourg subsidiary totalled EUR 38.6 million (CHF 47.5 million), up 7.6% on the 2010 figure of EUR 35.9 million (CHF 49.1 million). It is worth noting however that because of the low EUR/CHF exchange rate, earnings were down 3.3% when translated into Swiss francs.

United Kingdom

In 2011 our London affiliate was directed by John Alexander until August, when he retired, and from then by Richard Briance. The operations of Edmond de Rothschild Ltd gravitate around four main lines of business. LCF Edmond de Rothschild Securities Ltd is mainly geared towards trading in bonds and emerging market funds, but has also carved out a niche in corporate finance where it is active in management buyouts and M&A activity. Marshalling the

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 57

resources of institutional clients is the job of LCF Edmond de Rothschild Asset Management Ltd. Its teams of experts market and direct funds of hedge funds in close coopera-tion with the Group as a whole.

In a year shaped by transition Edmond de Rothschild Ltd reported a net profit of CHF 4 million (GBP 2.9 million), as against CHF 8.8 million (GBP 5.5 million) in 2010, marking a fall of 54.1%.

Guernsey

In Guernsey LCF Edmond de Rothschild (C.I.) Limited pro-vides asset risk management services on a consulting basis as well as under discretionary mandates. The company is a shareholder of the Channel Islands Stock Exchange, where it handles issuance of investment funds and notes. It also operates in the fixed-income segment.

Monaco

Our Monaco affiliate, Banque de Gestion Edmond de Rothschild - Monaco, is 54.8% owned by the Banque Privée Edmond de Rothschild Group and is run by Giampaolo Bernini. This unit posted a net profit of CHF 7.4 million (EUR 6.0 million) in 2010, down 9.9% on the previous year’s level of CHF 8.2 million (EUR 6 million).

Bahamas

Under the guidance of Gian Fadri Pinoesch, Banque Privée Edmond de Rothschild Ltd continued to grow steadily. Our Nassau subsidiary reported a net profit of CHF 10.1 million, 9.1% above the 2010 figure (CHF 9.2 million).

Roundup of 2011 results

Group net profit came to CHF 125.1 million, down 16.6% on the 2010 level of CHF 149.9 million. As in previous years our results were heavily impacted by the weak euro and dollar (the latter of which shed 8% in the reporting year).

Revenue

Interest income totalled CHF 64.8 million, up 19.5% com-pared with the 2010 figure (CHF 54.3 million).

Income from fees and commissions fell 5.7% to CHF 504.2 million from CHF 534.6 million the previous year.

Results of trading operations amounted to CHF 87.9 million, down 8.3% on their 2010 level of CHF 95.8 million. The drop was largely due to a lower profit on securities dealing.

Other ordinary results totalled CHF 42.3 million, marking an increase of 8.3% on the year-earlier figure. This item com-prises dividends deriving from non-consolidated holdings.

Expenses

The average number of staff employed by our Group last year was 1688, up from 1617 in 2010. Personnel expenses amounted to CHF 357 million compared with CHF 372.2 million the previous year, down 4.1%.

Other operating expenses rose 5.2% to CHF 134.4 million from CHF 127.8 million in 2010.

Total operating expenses came to CHF 491.4 million, 1.7% lower than the year-earlier level.

Gross profit

Group gross profit was down 7.2% and totalled CHF 207.7 million, versus CHF 223.7 million in 2010.

Depreciation of fixed assets worked out to CHF 36 million, or 3.9% more than in the previous year.

Extraordinary income amounted to CHF 12.3 million, down sharply on the 2010 figure. This item chiefly includes the release of provisions no longer required for operating purposes.

58 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Extraordinary expenses totalled CHF 23 million, or 45.4% less than the CHF 42.2 million reported the previous year.

Taxes came to CHF 29.7 million, up 8.1% on the year-earlier figure of CHF 27.5 million.

Balance sheet review

The consolidated balance sheet total stood at CHF 14 billion at end-2011, up 13.9% on the year-earlier level.

Current assets including cash, bank deposits, loans to customers, mortgage bills, claims arising from money market paper and securities and precious metals held for trading purposes totalled CHF 12.1 billion, marking an increase of 12.9% versus the previous year’s figure.

Financial investments amounted to CHF 1.1 billion, as against CHF 798.7 million in 2010. Most of this rise stemmed from the stock of precious metals used to cover our clients’ metal accounts and, to a lesser extent, from investments in first-rate debt securities.

Fixed assets stood at CHF 248.7 million, or CHF 71.5 million more than at end-2010. The increase was primarily due to the purchase of a prestigious building for the Bank’s use in Geneva.

Adjustment accounts totalled CHF 93.5 million, compared with CHF 116.6 million the previous year.

“Other assets” came to CHF 361.5 million, as against CHF 358.6 million at end-2010.

On the liabilities side, borrowed funds comprised of debits on money market paper and sums due to banks and customers together amounted to CHF 12 billion, or 85.6% of the balance sheet total. This was up 15.9% from CHF 10.4 billion the previous year, mostly owing to the higher level of clients’ deposits.

“Other liabilities” totalled CHF 382.7 million, compared with CHF 384.8 million at end-2010.

Valuation adjustments and provisions totalled CHF 65.5 million, up by CHF 4.3 million on the previous year.

Reserves for general banking risks were raised 5.7% to CHF 311.7 million from their year-earlier level of CHF 295 million.

Prior to the dividend payout, Group capital and reserves stand at CHF 1.4 billion, representing 9.9% of the balance sheet total.

Return on equity worked out to 9.8%. Shareholders’ equity as required by the BIS (under Basel 2) came to CHF 321.3 million. Eligible capital totalled CHF 1.2 billion. The BIS ratio (eligible capital in relation to shareholders’ equity required under Swiss law) was 29.2%, well above the 12% legal minimum.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 59

Outlook for 2012

2012 will be marked by profound changes in the legal environment. Private banking will continue to chafe under the increasing burden of regulation and under mounting pressure on banking secrecy. This will have an impact on the cost of our operations as well as on the profitability of our core business.

The key to success will be our threefold ability to adapt to the new conditions shaping our business, to rise to the challenges ahead and to satisfy the expectations of our clients. We believe that our strategy will enable us to achieve these objectives.

We will continue adding new professionals to our workforce and will invest in new technology. These efforts are meant not only to provide our clients with top-quality service but also to enhance our competitiveness.

2012 will see a continuation of our strategic focus on growing our onshore Swiss clientele.

Having received all the necessary licences, our Hong Kong branch will be up and running from 2 April 2012.

We will also go on expanding in the Gulf area via our repre-sentative office in Dubai, which is now fully operational.

Our attitude remains guarded, however, in view of geo-political, economic and market environments fraught with uncertainty.

We cannot conclude this report without expressing grati-tude to our shareholders and clients for their abiding trust.

Our thanks also go to our management, particularly to our CEO Claude Messulam and our Deputy CEO Jean-Pierre Pieren, and to our entire staff for their dedication and fine work.

The Board of Directors

60 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Report of the statutory auditorto the general meeting of Banque Privée Edmond de Rothschild SA, Geneva

Report of the statutory auditor on the consolidated financial statements

As statutory auditor, we have audited the consoli dated financial statements of Banque Privée Edmond de Rothschild SA, which comprise the balance sheet, income statement, statement of cash flows and notes (pages 62 to 97), for the year ended 31 December 2011.

Board of Directors’ Responsibility

The Board of Directors is responsible for the prepa ration and fair presentation of the consolidated financial statements in accordance with accounting rules for banks and the require-ments of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consoli-dated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consoli-dated financial statements based on our audit. We con-ducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those stan dards require that we plan and perform the audit to obtain reasonable assurance whether the consoli dated finan cial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the con-solidated financial statements. The procedures selected depend on the auditor’s judgment, including the assess-ment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presen-tation of the consolidated financial statements in order to design audit procedures that are appropriate in the circum-stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of ac-counting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 31 December 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with accounting rules for banks and comply with Swiss law.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 61

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independ-ence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

PricewaterhouseCoopers SA

Philippe Bochud Alain Lattafi

Audit Expert Audit ExpertAuditor in charge

Geneva, 22 March 2012

62 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

In Switzerland

Parent company

Banque Privée Edmond de Rothschild SAGeneva

CHF 45.000m 2)

Bank

Banca Privata Edmond de Rothschild Lugano SALugano100 % 1) CHF 5.000m 2)

Service companies

Privaco Family Office SAGeneva100 % 1) CHF 2.100m 2)

Les Conseillers du Léman Associés SAGeneva 5)

100 % 1) CHF 0.100m 2)

Financial and asset management companies

Rouiller, Zurkinden & Cie Finance SAFribourg100 % 1) CHF 0.600m 2)

Cefeo Investimenti SALugano 3)

100 % 1) CHF 0.100m 2)

Castinvest SAGeneva 1)

100 % 1) CHF 0.100m 2)

Priadvisory Holding SAGeneva 4)

100 % 1) CHF 3.120m 2)

Consolidated affi liates at 31 December 2011

Fully consolidated entities of the Banque Privée Edmond de Rothschild Group

Chiffres:

1) Direct and/or indirect holding by parent company

2) Share capital

3) Wholly owned by Banca Privata Edmond de Rothschild Lugano SA, Lugano

4) Wholly owned by Banque Privée Edmond de Rothschild Europe, Luxembourg

5) Wholly owned by Privaco Family Office SA, Geneva

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 63

Abroad

Banks

Banque Privée Edmond de Rothschild EuropeLuxembourg100 % 1) EUR 31.500m 2)

Banque Privée Edmond de Rothschild Ltd, NassauBahamas100 % 1) CHF 15.000m 2)

Banque de Gestion Edmond de Rothschild - MonacoMonaco 3)

54.85 % 1) EUR 12.000m 2)

Service and real estate companies

COPRI III SALuxembourg100 % 1) EUR 0.747m 2)

Immobilière du 3 Joseph IILuxembourg 7)

100 % 1) EUR 0.064m 2)

Privaco Family Office (HK) LtdHong Kong 8)

100 % 1) HKD 2.400m 2)

Trust and asset management companies

LCF Edmond de Rothschild Asset Management LimitedU.K. 4)

80 % 1) GBP 0.250m 2)

LCF Edmond de Rothschild Fund Management LtdU.K. 4)

80 % 1) GBP 0.250m 2)

LCF Edmond de Rothschild Conseil SALuxembourg 5)

100 % 1) EUR 0.050m 2)

LCF Edmond de Rothschild Asset Management (C.I.) LimitedGuernsey 6)

100 % 1) GBP 0.100m 2)

Privaco Trust LimitedNew Zealand 8)

100 % 1) NZD 0.050m 2)

Edmond de Rothschild Corporate Finance SAEspagne 9)

100 % 1) EUR 1.000m 2)

Figures:

1) Direct and/or indirect holding by parent company

2) Share capital

3) Owned 34% by Banque Privée Edmond de Rothschild SA, Geneva, 18% by Banca Privata Edmond de Rothschild Lugano SA, Luganoand 2.85% by Incentive Management SAM, Monaco

4) Wholly owned by Edmond de Rothschild Limited, London

5) Owned 99.99% by Banque Privée Edmond de Rothschild Europe, Luxembourg and 0.01% by Edmond de Rothschild Investment Advisors, Luxembourg

6) Wholly owned by La Compagnie Privée de Finance (Jersey), Jersey

7) Wholly owned by Banque Privée Edmond de Rothschild Europe, Luxembourg

8) Wholly owned by Privaco Family Office SA, Geneva

9) Owned 51 % by Edmond de Rothschild Limited, London and 49 % by Banque Privée Edmond de Rothschild Europe, Luxembourg

64 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Abroad

Financial and brokerage firms

Edmond de Rothschild LimitedLondin80 % 1) GBP 1.000m 2)

LCF Edmond de Rothschild Securities LimitedU.K. 3)

80 % 1) GBP 1.000m 2)

Edmond de Rothschild International Funds LtdBermuda 4)

62.28 % 1) USD 0.400m 2)

Edmond de Rothschild Investment Advisors Luxembourg 9)

100 % 1) EUR 0.125m 2)

LCF Edmond de Rothschild Holdings (C.I.) LimitedGuernsey 5)

100 % 1) GBP 4.000m 2)

La Compagnie Privée de Finance (Jersey)Jersey100 % 1) GBP 0.005m 2)

LCF Edmond de Rothschild (C.I.) LimitedGuernsey 5)

100 % 1) GBP 0.300m 2)

Testafid AnstaltVaduz 6)

100 % 1) CHF 0.020m 2)

Rhoninvest EstablishmentVaduz 1)

100 % 1) CHF 0.020m 2)

Incentive Management SAMMonaco 7)

54.74 % 1) EUR 0.150m 2)

Priglobal Advisory LimitedCayman Islands 8)

100 % 1) EUR 0.001m 2)

Figures:

1) Direct and/or indirect holding by parent company

2) Share capital

3) Wholly owned by Edmond de Rothschild Limited, London

4) Owned 32.25% by Banque Privée Edmond de Rothschild SA, Geneva, 2.25% by Banca Privata Edmond de Rothschild Lugano SA, Lugano,14.75% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 11.80% by Edmond de Rothschild Limited, London, 1.23% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco

5) Wholly owned by La Compagnie Privée de Finance (Jersey), Jersey

6) Wholly owned by Banca Privata Edmond de Rothschild Lugano SA, Lugano

7) Owned 99.80% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco

8) Wholly owned by Priadvisory Holding SA, Geneva

9) Owned 99.92% by Banque Privée Edmond de Rothschild Europe, Luxembourg and 0.08% by LCF Rothschild Conseil SA, Luxembourg

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 65

Prifund Conseil SALuxembourg 3)

100 % 1) EUR 0.078m 2)

Representación B.P. Edmond de Rothschild SAMontevideo100 % 1) USD 0.003m 2)

Priasia LimitedB.V.I.100 % 1) USD 0.0003m 2)

Edmond de Rothschild Conseil & Courtage d’assurancesMonaco 8)

54.63 % 1) EUR 0.150m 2)

Iberian Renewable Energies GP, S.à r.l.Luxembourg 9)

100 % 1) EUR 0.013m 2)

Prifund Conseil Bahamas SABahamas100 % 1) EUR 0.070m 2)

E.C.H. Investments LtdCayman Islands 4)

45.50 % 1) EUR 0.251m 2)

Privaco (Uruguay) SAMontevideo 6)

100 % 1) USD 0.037m 2)

Mizen Finance Corp.B.V.I.100 % 1) USD 0.0005m 2)

Clancey Advisory Corp.B.V.I.100 % 1) USD 0.0005m 2)

LCF Fund Advisory LtdBahamas 5)

62.28 % 1) USD 0.050m 2)

Adjutoris ConseilLuxembourg 7)

100 % 1) EUR 0.031m 2)

Edmond de Rothschild Gestion Monaco - SAMMonaco 10)

54.52 % 1) EUR 0.150m 2)

Figures:

1) Direct and/or indirect holding by parent company

2) Share capital

3) Wholly owned by Banque Privée Edmond de Rothschild SA, Geneva

4) Owned 19.92% by Banque Privée Edmond de Rothschild SA, Geneva, 3.98% by Edmond de Rothschild Limited, London, 7.47% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 14.13% by Edmond de Rothschild International Funds Ltd, Bermuda

5) Wholly owned by Edmond de Rothschild International Funds Ltd, Bermuda

6) Wholly owned by Privaco Family Office SA, Geneva

7) Owned 99.68% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 0.32% by Edmond de Rothschild Investment Advisors, Luxembourg

8) Owned 99.60% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco

9) Wholly owned by Banque Privée Edmond de Rothschild Europe, Luxembourg

10) Owned 99.40% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco

66 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Consolidation principles

The consolidated financial statements of the Banque Privée Edmond de Rothschild Group have been prepared in ac-cordance with the provisions of the Federal Law on Banks and Savings Banks, its implementing ordinance (OB), the guidelines issued by FINMA (the Swiss Financial Market Supervisory Authority) and the provisions on the drawing up of financial statements in the Listing Rules of the Swiss Exchange. The financial statements provide a true picture of the Group’s assets, financial situation and earnings.

Scope of consolidation

Group companies

The consolidated financial statements of the Banque Privée Edmond de Rothschild Group include the financial state-ments of the major companies operating in the banking and financial sector, as well as the real estate companies in which the parent company holds, directly or indirectly, a majority interest (for details of the companies concerned, refer to pages 62-65).

Changes in the scope of consolidation

The following companies were consolidated during the reporting period:

- Privaco Family Office (HK) Ltd- Edmond de Rothschild Corporate Finance SA

The following company was deconsolidated during the reporting period:

- Edmond de Rothschild Real Estate - Mediação Imobiliaria, SA

Change of corporate name:

- Privaco Family Office SA, formerly Privaco Trust SA

Holdings accounted for using the equity method

Associated companies in which the Group owns a 20% to 50% interest are consolidated using the equity method; the value shown under “Holdings” represents the Group’s share in the equity and net income of these entities, rather than the value of the shares under our control.

The companies concerned are La Compagnie Benjamin de Rothschild SA (34.68 %), A.C.H. Management SA (38 %), LCF EdR Nikko Cordial Japon (50 %) and LCH Investment NV (44 %).

The difference resulting from the first consoli dation is shown under “Retained earnings”. The impact of applying the Group’s accounting principles to the affiliated com-panies has been considered as minor on the consolidated financial statements. As a consequence, the equity appli-cation is based on the unadjusted accounts of the com-panies held.

Equity stakes accounted for under the equity method are shown under “Non-consolidated holdings”.

The Group’s share in the profits of companies consol i dated using the equity method is presented as a sepa rate item in the consolidated profit and loss account.

Other holdings

Majority interests of lesser impact or whose sale is envisaged, as well as other stakes of less than 50%, are disclosed under “Non-consolidated holdings”.

Consolidation methods

Full consolidation method

The financial statements of all companies within the Group are fully consolidated.

All assets and liabilities, as well as expenses and income of Group companies, are fully integrated (line-by-line).

Intercompany balance sheet items and profit and loss transactions between consolidated Group companies are set off against each other.

Off-balance sheet items are also fully consoli dated and set off when they relate to intercompany transactions within the Group.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 67

Dividends are eliminated through reserves. The enti tlement of third-party shareholders (minority interests) to equity and net income is disclosed separately.

Capital consolidation

The capital invested in the Group’s banks and investment, asset management and real estate companies is consoli-dated in accordance with the purchase method.

The positive or negative differences arising from the first consolidation are disclosed under “Intangible assets” and “Retained earnings” respectively.

The value of the Bank’s treasury stock, or own shares in BPER SA, is deducted from capital and reserves and re-ported under “Additional paid-in capital and other reserves” at the shares’ cost price. Dividends and the proceeds of subsequent sales are directly allocated to “Additional paid-in capital and other reserves”.

Newly acquired companies

As a rule, newly acquired companies are included in the consolidated financial statements in the year of their acqui-sition.

Closing date for consolidated accounts

The consolidated companies all end their financial year on 31 December except for Priadvisory Holding SA, Prifund Conseil SA and Prifund Conseil (Bahamas) SA whose financial years conclude on 30 November.

68 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Valuation policies

Translation of financial statements in foreign currency

Transactions in foreign currency are reported at the exchange rate applicable on the date of the relevant transaction. Profits and losses arising from the settlement of these transactions are reported in the profit and loss account, along with profits and losses arising from the conversion at the exchange rate on the balance sheet date of claims and liabilities on money market placements denominated in foreign currency.

The balance sheets of fully consolidated companies ex-pressed in foreign currency are trans lated into Swiss francs at the year-end exchange rate, except for share holders’ equity which is translated at historical rates.

The profit and loss accounts of Group companies are translated at yearly average exchange rates.

In the case of foreign companies consolidated using the equity method, the year-end market rate is applied to the Group’s share of equity expressed in foreign currency. The Group’s share of the net income of these affiliated compa-nies is translated at the annual average exchange rate.

Translation differences resulting from full conso lidation and from the equity method are reported as shareholders’ equity in “Retained earnings”.

The exchange rates used to convert sums in foreign currency are as follows:

2011 2010

Closingrate

Average 2011 rate

Closingrate

Average 2010 rate

Major currencies

USD 0.94 0.88 0.94 1.04

GBP 1.46 1.41 1.45 1.60

EUR 1.22 1.23 1.25 1.37

Transaction bookings and balance sheet reporting

Since 31 Dec. 2006 the balance sheet and profit and loss statement have been drawn up on the basis of settlement dates.

Results of forex and precious metals transactions

Trading positions in forex and precious metals are evaluated at year-end rates and prices.

Forward positions are estimated at year-end at the forward rate for the remainder of the period. Forex differences are recorded in the profit and loss account.

Income and expenses expressed in foreign currency are translated at the market rate prevailing on the transaction date.

Fixed assets and financial investments

Fixed assets are stated at cost less depreciation (see Note 8), except for the equity stakes in associated companies consolidated as per the equity method. These are shown under “Non-consolidated holdings”.

Income and expenses

The income and expenses generated by the Group com-panies are accounted for in the period to which they relate.

No substantial intermediate profit arises from on intercom-pany transactions.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 69

Personnel welfare liabilities

Contributions are reported as personnel expenses in the profit and loss account for the year to which they relate.

Each year the Group determines whether it has derived any economic benefits or commitments from personnel welfare plans for Group staff. If any are found, they are stated in the balance sheet pursuant to rule 16 of the Swiss accounting principles (GAAP RPC 16). The difference in relation to he corresponding amount reported the previous year is included in “Personnel expenses” in the profit and loss account.

This annual study is based on contracts, on financial state-ments bearing a closing date no older than 12 months and drawn up in accordance with GAAP RPC 16 (in the case of Swiss pension funds) and on any other relevant calculations.

Other balance sheet and profit and loss items

The accounting principles and valuation policies concerning other items are set out in the Notes to the Consolidated Financial Statements.

70 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Consolidated balance sheetat 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Assets

Cash and other liquid assets 18 3,300,618 328,350 2,972,268 905.2

Claims arising from money market paper 1, 18 17,703 118,006 (100,303) (85.0)

Due from banks 2, 18 7,391,811 8,611,002 (1,219,191) (14.2)

Due from customers 3, 18 1,377,405 1,637,772 (260,367) (15.9)

Mortgage loans 3, 18 11,214 14,177 (2,963) (20.9)

Total advances to customers 4, 20 1,388,619 1,651,949 (263,330) (15.9)

Securities and precious metals trading portfolios 5, 18 32,081 33,160 (1,079) (3.3)

Financial investments 6, 18 1,074,457 798,673 275,784 34.5

Non-consolidated holdings 7, 8 92,122 90,990 1,132 1.2

Fixed assets 8 248,669 177,212 71,457 40.3

Intangible assets 8 14,088 16,204 (2,116) (13.1)

Accrued income and prepaid expenses 93,484 116,606 (23,122) (19.8)

Other assets 9 361,497 358,560 2,937 0.8

Total assets 8, 19, 21, 22, 23 14,015,149 12,300,712 1,714,437 13.9

Subordinated amounts receivable 2,437 2,498 (61) (2.4)

Due from non-consolidated Group companies and qualifying shareholders 7, 14 41,600 37,638 3,962 10.5

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 71

Consolidated balance sheetat 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Liabilities

Liabilities arising from money market paper 18 48 72 (24) (33.3)

Due to banks 18 259,125 245,708 13,417 5.5

Due to customers on savings or deposit accounts 18 7,358 7,737 (379) (4.9)

Other amounts due to customers 11, 18 11,729,780 10,099,216 1,630,564 16.1

Medium-term bank bonds 18 - - - -

Total due to customers 11,737,138 10,106,953 1,630,185 16.1

Loans from central mortgage bond institutions - - - -

Accrued expenses and deferred income 189,215 176,706 12,509 7.1

Other liabilities 12 382,684 384,798 (2,114) (0.5)

Valuation adjustments and provisions 13 65,465 61,148 4,317 7.1

Reserves for general banking risks 13 311,734 294,967 16,767 5.7

Share capital 14 45,000 45,000 - -

Additional paid-in capital and other reserves 93,644 93,220 424 0.5

Retained earnings 15 832,756 769,977 62,779 8.2

Treasury stock (56,016) (56,300) 284 (0.5)

Minority interests in shareholders’ equity 16 29,292 28,565 727 2.5

Consolidated net income 125,064 149,898 (24,834) (16.6)

of which: - minority interests 8,800 14,123 (5,323) (37.7)

Total Group capital and reserves 17 1,381,474 1,325,327 56,147 4.2

Total liabilities 19, 21, 23 14,015,149 12,300,712 1,714,437 13.9

Subordinated liabilities - - - -

Due to non-consolidated holdings and qualifying shareholders 20,663 21,396 (733) (3.4)

Off-balance sheet transactions

Contingent liabilities 4, 20, 24, 25 324,056 308,039 16,017 5.2

Irrevocable liabilities 4 54,688 56,538 (1,850) (3.3)

Liabilities for unpaid share capital and additional capital contributions 4 2,347 2,590 (243) (9.4)

Guarantee loans - - - -

Derivative instruments 26

Positive replacement values 344,719 327,990 16,729 5.1

Negative replacement values 337,189 336,527 662 0.2

Underlying values 22,505,565 22,942,462 (436,897) (1.9)

Fiduciary transactions 27 5,769,088 6,232,861 (463,773) (7.4)

72 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Consolidated profi t and loss accountfor the year ended 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Interest and discount income 29 70,565 54,253 16,312 30.1

Interest and dividend income on trading portfolios 29 120 401 (281) (70.1)

Interest and dividend income on financial investments 29 4,731 5,070 (339) (6.7)

Interest payable 30 10,574 5,462 5,112 93.6

Interest income, net 64,842 54,262 10,580 19.5

Commission income on lending activities 1,365 1,630 (265) (16.3)

Commission income on securities and investment transactions 31 556,675 571,652 (14,977) (2.6)

Commission income on other services 32 70,486 76,047 (5,561) (7.3)

Commissions payable 124,368 114,731 9,637 8.4

Fee and commission income, net 504,158 534,598 (30,440) (5.7)

Results of trading operations 33 87,851 95,816 (7,965) (8.3)

Proceeds from the sale of financial investments 4,927 11 4,916 n/a

Income from holdings 21,989 22,834 (845) (3.7)

of which: - holdings reported using the equity method 14,635 17,364 (2,729) (15.7)

- other non-consolidated holdings 7,354 5,470 1,884 34.4

Real estate income 1,835 1,206 629 52.2

Other ordinary income 34 15,064 15,479 (415) (2.7)

Other ordinary expenses 1,530 473 1,057 223.5

Other ordinary results 42,285 39,057 3,228 8.3

Total operating income 699,136 723,733 (24,597) (3.4)

Personnel expenses 35 356,982 372,205 (15,223) (4.1)

Other operating expenses 36 134,449 127,815 6,634 5.2

Total operating expenses 491,431 500,020 (8,589) (1.7)

Gross profit 207,705 223,713 (16,008) (7.2)

Depreciation of fixed assets 8,37 36,038 34,697 1,341 3.9

Valuation adjustments, provisions and losses 38 6,137 10,212 (4,075) (39.9)

Result before extraordinary items and taxes 165,530 178,804 (13,274) (7.4)

Extraordinary income 39 12,275 40,747 (28,472) (69.9)

Extraordinary expenses 39 23,047 42,184 (19,137) (45.4)

Taxes 40 29,694 27,469 2,225 8.1

Consolidated net income 41, 42, 43 125,064 149,898 (24,834) (16.6)

of which: - minority interests’ share in consolidated net income 8,800 14,123 (5,323) (37.7)

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 73

Consolidated cash fl ow statementat 31 December 2011 (in thousands of CHF)

2011 2010

Sourceof funds

Applicationof funds

Balance Sourceof funds

Applicationof funds

Balance

Consolidated net income 125,064 - 149,898 -

Depreciation of fixed assets 36,038 - 34,697 -

Accrued income and prepaid expenses 23,122 - 881 -

Accrued expenses and deferred income 12,509 - - 5,589

Valuation adjustments and provisions 4,317 - - 30,468

Reserve for general banking risks 16,767 - 36,919 -

Previous year’s dividend 69,750 81,000

Other changes in reserves and minority interests - 16,358 - 57,204

Net cash used in/provided by operating activities (results of operations) 217,817 86,108 131,709 222,395 174,261 48,134

Share capital

Additional paid-in capital 424 - - 37,559

Net cash used in/provided by transactions involving shareholders’ equity 424 - - 37,559

Non-consolidated holdings - 1,332 - 2,791

Real estate - 76,322 - -

Other fixed assets - 23,511 - 25,052

Intangible assets - 7,436 - 6,214

Exchange rate changes 2,090 - 14,619 -

Net cash used in/provided by transactions involving financial investments and fixed assets 2,090 108,601 (106,511) 14,619 34,057 (19,438)

Claims arising from money market paper 100,303 - - 95,028

Liabilities arising from money market paper - 24 - 2,973

Money market transactions 100,303 24 100,279 - 98,001 (98,001)

Due from banks 1,219,191 - - 1,590,655

Due to banks 13,417 - - 106,682

Financial investments - 275,784 - 116,246

Banking and trading activities 1,232,608 275,784 956,824 - 1,813,583 (1,813,583)

Due from customers 260,367 - - 208,304

Mortgage loans 2,963 - - 2,608

Savings and deposit accounts - 379 309 -

Other amounts due to customers 1,630,564 - - 453,550

Medium-term bank bonds - - - -

Transactions with customers 1,893,894 379 1,893,515 309 664,462 (664,153)

Other assets - 2,937 - 160,951

Other liabilities - 2,114 148,711 -

Other balance sheet items - 5,051 (5,051) 148,711 160,951 (12,240)

Cash and other liquid assets - 2,972,268 2,575,083 -

Securities and precious metals trading portfolios 1,079 - 21,757 -

Liquid assets 1,079 2,972,268 (2,971,189) 2,596,840 - 2,596,840

Net cash used in/provided by banking activities 3,227,884 3,253,506 (25,622) 2,745,860 2,736,997 8,863

Total cash flows 3,448,215 3,448,215 2,982,874 2,982,874

74 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Description of operations and disclosure of staff size

Banque Privée Edmond de Rothschild SA is a full-service bank specialising in wealth manage ment for private and institutional clients. It is a member of SIX Swiss Exchange.

Converted to full-time jobs, the number of staff employed by the Banque Privée Edmond de Rothschild Group stood at 1683 at end-2011 versus 1604 a year earlier.

Through its network of branches and subsidiaries in Switzerland and abroad, the Group conducts on its clients’ behalf all the operations customarily performed by private banking institutions. Fee and commission business on behalf of clients mainly includes portfolio management, fiduciary deposits and payment transactions, along with trading in securities, precious metals and derivative instru ments. The Group also manages and administers investment funds.

In addition, the Group actively deals in debt instruments, equities, currencies, precious metals and derivatives on a proprietary basis, but does not engage in commodity trading.

Disclosure of accounting principlesand valuation policies

The general accounting and consolidation principles are set out under a separate heading.

All assets, liabilities and off-balance sheet transactions reported under the same heading in the Notes to the consolidated financial statements.

Description of our risk control and management system

Risk management

Risk policy

Banque Privée Edmond de Rothschild SA (“the Bank”) is responsible for supervising, administering and monitoring the Banque Privée Edmond de Rothschild Group (“the Group”), of which it is the parent company.

A joint risk policy drawn up by the Bank and approved by the Board of Directors sets the general guidelines that apply to all the Group entities. Taking account of these guidelines and local regulations, each affiliate sets up its own section in charge of identifying, monitoring and miti-gating the risks to which it is exposed.

The Bank has longstanding experience with risk manage-ment, and has equipped itself with sufficient human and technical resources in terms of quantity as well as quality. Risk management is organised in the following manner:

- The Board of Directors decides what the features of risk management should be and what strategy the Group should pursue with regard to risk.

- The Audit Committee supervises and evaluates the opera-tional aspects of risk management. It monitors risks peri-odically by examining reports compiled at regular intervals or on request by the Risk Control and Management Dept.

- The Executive Committee is responsible for implementing procedures designed to identify, analyse, value and mon-itor all risks incurred by the Bank and the Group. Together with the Risk Committee it oversees implementation of the risk policy laid down by the Board of Directors and ensures that all important information on the status of the aforementioned risks is collected, processed and notified to the designated management and supervisory bodies.

- Department heads are in charge of anticipating, preventing and managing the main occurrences that could affect the attainment of their business objectives and the underlying operational processes.

Notes to the consolidated fi nancial statements

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 75

- The Risk Manager sees to it that the risk management guidelines and methods are incorporated in decision-making and operational processes. He monitors risk exposure and compliance with the relevant limits, and reports on risk status to the Bank/Group. Each Group entity has a Risk Control and Management section that reports regularly to the Risk Manager of the Bank.

Interest rate and liquidity risks

The liquidity risk is the risk that the Group might not be able to meet its present and future cash flow and collateral require-ments, whether expected or unexpected, without harming its daily operations or financial situation. The interest rate risk resides in the vulnerability of the Group’s net worth or net inter-est margin to an adverse movement in market interest rates.

It is not the Bank’s or the Group’s objective to take advan-tage of our ability to change due dates or to expose our-selves to the liquidity risk. We take a prudent approach to cash management by choosing short maturities and first-class counterparties. Our emphasis is on safeguarding our commitments to clients, in normal and stress situations alike. We moreover seek to match resources to their use both short and long term.

The risks attaching to liquidity and to interest rate positions/maturities are gauged by using the most up-to-date bal-ance sheet management techniques and by tracking these items with dedicated software. An Asset and Liability Man-agement Committee drafts and oversees the implementa-tion of rules on managing liquidity, interest rate and forex risks. It is also responsible for optimising cash management and ensuring structural control of the balance sheet.

Counterparty risk

This is the risk that a client or counterparty bank might not be able to honour an obligation towards the Group.

Counterparty banks

The counterparty banks that the Group deals with are selected rigorously and kept under close scrutiny. Our exposure to them is monitored continuously by a team of controllers, and the limits that we have granted to each are

updated periodically or in real time if so required by a dete-riorating situation. To minimise the counterparty risk attach-ing to correspondent banks, we give preference to reverse repo agreements and to depositing cash directly with central banks. All the Group entities use the limits system and monitor the risk of counterparty concentration.

Clients

The credit facilities that we grant to clients are mainly short-term advances secured by their investments and, less frequently, loans in connection with their business activi-ties. Applications for these facilities are subject to stringent analysis, and the pledged securities are assigned a collat-eral ratio according to their liquidity, valuation, credit rating and diversification in terms of asset class and geographical spread. Daily monitoring of the client credit risk is handled by a special team that also administers the loans.

Market risk

This lies in the vulnerability of the Group’s financial situation to adverse swings in market prices and especially in the underlying value and implied volatility of currencies, equities, precious metals and commodities.

Securities dealing on a propriety basis forms a very small part of the Group’s business. In currencies and precious metals we chiefly operate on behalf of clients and build only small nostro positions. The limits granted to traders are low, and their use of these is monitored constantly with software by separate risk management and internal control services.

Operational risk

This is the risk of loss that the Group would suffer owing to the inadequacy or failure of internal procedures, staff, IT systems or external occurrences.

The Group entities have adopted a policy aimed at monitoring and mitigating the following operational risks inherent in wealth management:

- internal and external fraud

- negligence regarding confidentiality and/or banking secrecy protection requirements

76 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

- flawed practices in managing client assets and collective investment schemes

- business disruptions resulting from system failures and other extraordinary causes.

The Risk Control and Management Dept has a section focused on operational risks that suggests ways to improve our risk management and internal control facilities. Its respon-sibilities include:

- devising the methodology for managing operational risks (based primarily on the Basel II provisions), submitting this methodology to the Risk Committee for approval and overseeing its implementation

- recording operational incidents, analysing them and eval-uating measures designed to prevent their recurrence.

This section collaborates with another that is in charge of gauging the relevance and effectiveness of the internal control system in force. It also uses specially designed IT tools deployed throughout the Group. It reports to the Executive Committee periodically or as required by the circumstances on the status of operational risks and on incidents.

A business continuity and organisational plan has been drawn up to deal with possible crisis situations that the Bank has identified and that could totally or partially disrupt our operational processes. Human and technical resources including an entire infrastructure have been deployed that would enable us to provide essential services at reduced capacity and return to normal. Given our Bank’s objectives in terms of business continuity following a disaster or major incident, this plan will be further developed in 2012.

Outsourcing

Our Group does not outsource services within the meaning of FINMA circular 2008/7.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 77

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

1 Claims arising from money market paper Total 17,703 118,006 (85.0)

Rescriptions and treasury bills 17,682 118,006 (85.0)

Other bills and money market paper 21 - -

17,703 118,006

2 Due from banks Total 7,391,811 8,611,002 (14.2)

Due from banks 2,637,006 2,489,889 5.9

Reverse repos 4,754,805 6,121,113 (22.3)

7,391,811 8,611,002

3 Due from customers Total 1,388,619 1,651,949 (15.9)

Current account overdrafts 610,544 655,936 (6.9)

Advances and fixed term loans 766,861 781,836 (1.9)

Reverse repos - 200,000 (100.0)

Total due from customers 1,377,405 1,637,772 (15.9)

Mortgage loans 11,214 14,177 (20.9)

1,388,619 1,651,949

Current account overdrafts, advances and fixed term loans and mortgage loans are shown at face value, less any required adjustments.

Mortgagecollateral

Othercollateral

Unsecured Total

4 Schedule of collateral (in thousands of CHF)

Loans

Due from customers 9,696 1,247,049 120,660 1,377,405

Mortgage loans:

- residential property 11,214 - - 11,214

Total 2011 20,910 1,247,049 120,660 1,388,619

Total 2010 26,608 1,495,728 129,612 1,651,949

Off-balance sheet transactions

Contingent liabilities - 307,066 16,990 324,056

Irrevocable liabilities - 52,922 1,766 54,688

Liabilities for unpaid-in capital - - 2,347 2,347

Total 2011 - 359,988 21,103 381,090

Total 2010 - 338,108 29,059 367,167

Gross value Estimated proceeds from

sale of collateral

Net value Individual valuation

adjustments

Nonperforming loans (in thousands of CHF)

Total 2011 13,288 - 13,288 13,287

Total 2010 14,233 - 14,233 14,224

Delinquent claims, i.e. claims for which the borrower is unlikely to honour his future commitments, are evaluated on an individual basis and the resulting depreciation is covered by itemised valuation adjustments. Off-balance sheet transactions, primarily involving contingent liabilities, guarantees and derivative instruments, are also included in this review. A claim is deemed delinquent when there is substantive evidence that future principal and interest payments due under contract are unlikely to be made or are over 90 days in arrears. Interest is deemed in arrears when overdue for more than 90 days. Nonperforming loans and overdue interest do not appear in the profit and loss account, but are reported instead in “Valuation adjustments and provisions”.

78 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010

Book value Fair value Book value Fair value

Debt instruments 262,797 266,911 239,000 241,512

of which: - intended to be held until maturity 180,882 183,228 160,042 161,281

- reported as per lowest valuation 81,915 83,683 78,958 80,231

Equity paper 28,172 33,542 27,725 35,244

of which: - qualifying equity stakes (min. 10% of capital or votes) - - - -

Precious metals 783,488 783,488 531,948 531,948

Buildings - - - -

1,074,457 1,083,941 798,673 808,704

of which: - securities eligible for repo agreements under liquidity regulations 181,616 - 168,854 -

Interest-bearing securities that are intended to be held until maturity are evaluated using the accrual method. Capital gains and losses are calculated for the duration of issues, i.e. until their redemption date. Interest-bearing securities that are not intended to be held until maturity appear at their lowest valuation. When the market value of listed securities is below their acquisition price or when the price of unlisted securities is below the net asset value of the issuing company, the difference is charged to “Other ordinary expenses”. Precious metals held to set off commitments towards clients are stated at their fair value. Regarding balance sheet reporting of treasury stock, see Note 17.

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

5 Securities and precious metals trading portfolios Total 32,081 33,160 (3.3)

Debt instruments 6,391 7,285 (12.3)

of which: - listed 6,391 7,285 (12.3)

Equity paper 25,675 25,875 (0.8)

Precious metals 15 - -

32,081 33,160

Securities are reported at their fair value on the balance sheet date (securities traded on a recognised Stock Exchange or representative market; if these conditions are not fulfilled, the securities are evaluated at their lowest quoted price); capital gains and losses are recorded under “Results of trading operations”.

Regarding balance sheet reporting of treasury stock, see Note 17.

6 Financial investments Total 1,074,457 798,673 34.5

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 79

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

7 Non-consolidated holdings Total 92,122 90,990 1.2

With market value - -

With no market value 92,122 90,990

92,122 90,990

Holdings valued as per the equity method 45,556 44,708 1.9

Other non-consolidated holdings 46,566 46,282 0.6

92,122 90,990

“Holdings consolidated using the equity method” includes significant interests owned by the Group (20-50% of the relevant company’s share capital).

Differences arising from the first equity consolidation:

- positive, included under “Retained earnings” 2,365 2,365

- negative, shown under “Intangible assets” - -

Companies consolidated on the balance sheet using the equity method:- La Compagnie Benjamin de Rothschild SA, Meyrin, owned by:

Banca Privata Edmond de Rothschild Lugano SA, Lugano (17.34%) and Banque Privée Edmond de Rothschild SA, Geneva (17.34%) Total share capital CHF 11,534,000.–

- A.C.H. Management SA, Luxembourg, owned by:Banque Privée Edmond de Rothschild SA, Geneva (27%), Edmond de Rothschild Limited, London (10%) and Edmond de Rothschild International Funds Ltd, Bermuda (1%) Total share capital USD 87,590

- LCF EdR Nikko Cordial, Japan, owned by:Banque Privée Edmond de Rothschild Europe, Luxembourg (50%)Total share capital JPY 100,000,000

- L.C.H. Investment NV, Netherlands Antilles, owned by:Banque Privée Edmond de Rothschild SA, Geneva (43%)Edmond de Rothschild Limited, London (0.5%) andEdmond de Rothschild International Funds Ltd, Bermuda (0.5%)Total share capital USD 2’000

Due from or to holdings consolidated using the equity method:

Due from customers 1 -

Adjustments accounts 92 203

Other assets 631 -

Total assets 724 203 256.7

Other amounts due to customers 3,155 18,591

Other liabilities 1,041 119

Total liabilities 4,196 18,710 (77.6)

The other equity stakes are evaluated at their acquisition price less any write-offs to allow for long-term capital losses. Other capital losses are shown in the balance sheet as “Valuation adjustments and provisions” and in the relevant item of the profit and loss account.

Due from and to majority holdings excluded from consolidation:

Other assets - -

Total assets - - -

Other liabilities - -

Total liabilities - - -

80 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Fixed assets

Increases and decreases in the value of holdings consolidated using the equity method are shown under “Investments” and “Divestitures” respectively.

Investments in new fixed assets which are to be used for more than one financial year and exceed the balance-sheet reporting threshold are stated at their purchase value. Investments in existing fixed assets are reported as assets if their market or usage value increases for an extended period or if their useful life increases significantly.

Fixed assets are reported in subsequent years at their purchase value less accumulated depreciation. They are written down according to a prede-termined schedule throughout their useful life, and the correctness of their value is reviewed each year. If this assessment reveals a change in an asset’s projected useful life or a decrease in its actual worth, the residual book value is either amortised as per the new schedule or written down accordingly at the end of the reporting period. Planned and additional unplanned write-downs are stated as expenses under “Depreciation of fixed assets” in the profit and loss account. If the reason for a write-down ceases to exist, the relevant asset is re-evaluated.

Land, buildings and other fixed assets comprising furniture, equipment and fixtures (including renovations) are depreciated on the basis of their residual book value over their useful life, in accordance with the legislation of the country where the company is incorporated.

Profits on sales of fixed assets are included in “Extraordinary income” and losses in “Extraordinary expenses”.

Goodwill

If the cost of an acquisition exceeds its net value as assessed according to Group principles, the difference is considered goodwill and stated as an asset in the balance sheet. The positive differences arising from a company’s first-time full consolidation or consolidation at equity are amor-tised in the profit and loss account on a straight-line basis.

Other intangible assets

Other intangible assets when acquired are reported in the balance sheet if it is believed they will provide the Group with economic benefits over a number of years. Other intangible assets created by the Group itself do not appear at their fair value: following their evaluation, they are reported in the balance sheet at their purchase price and amortised in the profit and loss account as per their residual value over their useful life. The currency of the residual value is reviewed each year. If this review reveals a change in the duration of their useful lives or a decrease in their actual worth, the Group depreciates the residual book value in accordance with the new useful life or by means of an unplanned write-down.

Acquisition value at 1 January 2011

Accumulated depreciation

at 1 January 2011

Group value at 1 January 2011

8 Schedule of non-current assets (in thousands of CHF)

Holdings consolidated using the equity method 44,708 - 44,708

Other holdings 46,729 (447) 46,282

Non-consolidated holdings 91,437 (447) 90,990

Bank premises 161,341 (44,872) 116,469

Other buildings 13,200 (3,787) 9,413

Other fixed assets 255,051 (203,721) 51,330

Total fixed assets 429,592 (252,380) 177,212

Goodwill 74,977 (69,990) 4,987

Other intangible assets 90,694 (79,477) 11,217

Intangible assets 165,671 (149,467) 16,204

2011 2010(in CHF ‘000) (in CHF ‘000)

Fire insurance value of bank premises 196,176 172,599

Fire insurance value of other buildings 13,257 13,207

Fire insurance value of other fixed assets 122,676 116,740

Commitments: future leasing instalments under operating leases - -

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 81

Forex adjustments Redesignations Investments and newly

consolidated asssets

Divestitures and assets

no longer consolidated

Depreciation, including changes

in scope of consolidation

Group value at 31 December 2011

26 - 972 (150) - 45,556

(223) - 1,102 (592) (3) 46,566

(197) - 2,074 (742) (3) 92,122

(959) - 76,322 - (3,214) 188,618

- - - - (282) 9,131

(741) - 24,338 (827) (23,180) 50,920

(1,700) - 100,660 (827) (26,676) 248,669

- - - 3 (1,934) 3,056

(193) - 8,834 (1,401) (7,425) 11,032

(193) - 8,834 (1,398) (9,359) 14,088

82 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

9 Other assets Total 361,497 358,560 0.8

Positive replacement value of derivative instruments 344,719 330,647 4.3

Other 16,778 27,913 (39.9)

361,497 358,560

2011 2010

Book valueof assets

Actualencumbrance

Book valueof assets

Actualencumbrance

10 Assets pledged or assigned to cover own liabilities and assets subject to reservation of ownership (in thousands of CHF)

Mortgage bonds - - - -

Securities pledged to a Stock Exchange to cover settlements 24,955 - 25,315 -

Mortgage notes pledged to cover Bank premises - - - -

Other - - - -

Assets pledged or assigned to cover own liabilities 24,955 - 25,315 -

Assets subject to reservation of ownership - - - -

Total encumbrances covering own liabilities 24,955 - 25,315 -

2010 contains a reclassification of CHF 7.9 million between “Other” and “Securities pledged to a Stock Exchange to cover settlements and as collateral for payment transactions”.

2011 2010

Securities lending and repurchase agreements

Claims arising from cash pledged as collateral under securities borrowing and reverse repo agreements 4,754,807 6,321,113

Liabilities arising from cash received as collateral under securities lending and repo agreements - -

Securities held for own account and tendered as collateral under securities borrowing and repo agreements - -

of which: - those which the recipient has been authorised without restriction to sell or pledge subsequently - -

Securities received as collateral under securities lending agreements and securities received under borrowing or reverse repo agreements which the Bank has been authorised without restriction to sell or pledge subsequently 4,738,324 6,453,090

of which: - those of the above securities which were sold or pledged - -

The fees earned or paid as a result of securities lending are reported as per the duration of the loan and appear respec-tively as interest income or interest charges. Repos and reverse repos are used to finance and refinance the purchase of special kinds of equities. They are stated as loans secured by financial instruments or as deposits secured by shares from the Bank’s treasury stock. They are stated as advances secured by securities or as deposits for which the Bank has pledged securities. The interest income arising from reverse repos and the interest charges arising from repos are reported as per the duration of the relevant transactions.

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

11 Disclosure of commitments to own pension plans Total 52,700 40,627 29.7

Commitments to own pension plans (joint and employer foundations alike) are stated under “Other amounts due to customers”.

12 Other liabilities Total 382,684 384,798 (0.5)

Negative replacement value of derivative instruments 337,189 336,527 0.2

Set-off account 98 - -

Other 45,397 48,271 (6.0)

382,684 384,798

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 83

Situation atend-2010

Uses andreleases asdesignated

Changes in scope of

consolidation

Recoveries,interests

at risk andforex

differences

Newprovisions

charged toprofit and

loss account

Releasesreported in

profit andloss account

Situation atend-2011

13 Valuation adjustments and provisions

Reserves for general banking risks(in thousands of CHF)

Provision for taxes and deferred taxes 36,568 - - (287) 3,126 (243) 39,164

Valuation adjustments and provisions for default and other risks:

- valuation adjustments and provisions for default risks (credit and country risks) 17,729 (90) - 158 197 (1,209) 16,785

- valuation adjustments and provisions for other operating risks - - - - - - -

- other provisions 21,074 (568) - (496) 2,837 (44) 22,803

Subtotal 38,803 (658) - (338) 3,034 (1,253) 39,588

Total valuation adjustments and provisions 75,371 (658) - (625) 6,160 (1,496) 78,752

Less valuation adjustments deducted directly from assets: 14,224 13,287

of which: - banks - -

- customers 14,224 13,287

- mortgage loans - -

- financial investments - -

- other - -

Total valuation adjustments and provisions as per balance sheet 61,148 65,465

Reserves for general banking risks 294,967 - - - 22,083 (5,316) 311,734

Reflecting the Group’s cautious stance, valuation adjustments and provisions are allocated on an individual basis to all discernible risks of loss. Valuation adjustments and provisions that become economically unnecessary during the course of a financial year are released and reported under the relevant heading in the profit and loss account. Individual valuation adjustments are deducted from the relevant balance sheet items. Deferred taxes mainly relate to temporary changes in reserves for general banking risks. They are calculated based on the average tax rate foreseen at the time the balance sheet is drawn up.

Reserves for general banking risks form part of consolidated shareholders’ equity. The portion accruing to the Group minority shareholders is deducted from these reserves.

84 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

14 Share capital Total 45,000 45,000 -

200,000 fully paid registered shares with a par value of CHF 100.– 20,000 20,000 -

50,000 fully paid bearer shares with a par value of CHF 500.– 25,000 25,000 -

45,000 45,000

For treasury stock, see Note 17.

Amounts due to and from Edmond de Rothschild Holding SA, the only shareholder with a qualifying interest in the parent company:

Due from customers 37,638 37,435

Other assets 3,238 -

Total claims 40,876 37,435 9.2

Other amounts due to customers 15,215 2,686

Other liabilities 1,252 -

Total liabilities 16,467 2,686 513.1

15 Retained earnings and other reserves Total 832,756 769,977 8.2

Retained earnings 914,164 847,966 7.8

Passive difference from consolidation and equity consolidation 7,224 7,225 -

Accrued currency translation differences (88,632) (85,214) 4.0

832,756 769,977

16 Minority interests in shareholders’ equity Total 29,292 28,565 2.5

Minority shareholders’ share in retained earnings 40,267 39,807 1.2

Minority shareholders’ share in accrued currency translation differences (10,975) (11,242) (2.4)

29,292 28,565

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 85

2011 2010(in CHF ‘000) (in CHF ‘000)

17 Statement of changes in shareholders’ equity

Share capital at beginning of year

Share capital 45,000 45,000

Additional paid-in capital 93,220 130,779

Retained earnings at beginning of year (including minority interests’ share in shareholders’ equity) 798,542 781,561

of which: - currency translation differences (96,456) (32,398)

Reserves for general banking risks 294,967 258,048

Group net income 149,898 136,814

Treasury stock (56,300) (37,929)

Total shareholders’ equity at beginning of the reporting period 1,325,327 1,314,273

Capital increase/decrease - -

Allocations to/releases from reserves for general banking risks 16,767 36,919

Allocations to/releases from additional paid-in capital - (37,929)

Dividend (69,750) (81,000)

Other allocations to/releases from retained earnings (13,491) 25,226

Net income 125,064 149,898

Treasury stock buybacks (at purchase price) (18,280) (31,056)

Sales of treasury stock (at purchase price) 18,564 12,685

Profit or loss on sales of treasury stock 424 370

Currency translation differences (3,151) (64,059)

Total shareholders’ equity at end of the reporting period 1,381,474 1,325,327

of which: - share capital 45,000 45,000

- additional paid-in capital 93,644 93,220

- retained earnings (including minority interests’ share in shareholders’ equity) 862,048 798,542

of which: - currency translation differences (99,607) (96,456)

- reserves for general banking risks 311,734 294,967

- Group net income 125,064 149,898

of which: - minority interests’ share in net income 8,800 14,123

Treasury stock (56,016) (56,300)

The minority shareholders are considered as providers of funds to the Group. As a consequence, their interest is treated as Group equity. Similarly, net income attribuable to minority interests is included in consolidated net income.

From 2011 “Sales of treasury stock” indicates the gross position in trading in own shares. The 2010 figure has been restated.2011 2010

(number of shares)

(number of shares)

Own shares deducted from shareholders’ equity

Treasury stock included in securities and precious metals trading portfolio

- number of own shares at 1 January 113 136

- number of shares purchased during the reporting year 418 485

- number of shares sold during the reporting year (418) (508)

- number of own shares at 31 December 113 113

Treasury stock reported as financial investments

- number of own shares at 1 January 2,191 1,450

- number of shares purchased during the reporting year 330 741

- number of shares sold during the reporting year (300) -

- number of own shares at 31 December 2’221 2’191

86 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

On demand Callable Within3 months

In 3 to 12 months

In 12 monthsto 5 years

After5 years

Total

18 Maturity profile of current assets, financial investments and borrowed funds(in thousands of CHF)

Current assets

Cash and other liquid assets 3,300,618 - - - - - 3,300,618

Claims arising from money market paper 21 - - 17,682 - - 17,703

Due from banks 885,905 200,574 6,285,785 19,547 - - 7,391,811

Due from customers - 610,544 363,019 337,913 28,475 37,454 1,377,405

Mortgage loans - 11,214 - - - - 11,214

Securities and precious metals held for trading purposes 32,081 - - - - - 32,081

Immobilisations financières 814,574 - 29 79,562 140,947 39,345 1,074,457

Total 2011 5,033,199 822,332 6,648,833 454,704 169,422 76,799 13,205,289

Total 2010 1,768,129 1,416,338 7,674,824 404,482 214,044 63,323 11,541,140

Borrowed funds

Liabilities arising from money market paper 33 15 - - - - 48

Due to banks 241,577 - 17,548 - - - 259,125

Due to customers on savings or deposit ac-counts - 7,358 - - - - 7,358

Other amounts due to customers 10,744,246 197,814 714,168 60,652 20 12,880 11,729,780

Medium-term bank bonds - - - - - - -

Total 2011 10,985,856 205,187 731,716 60,652 20 12,880 11,996,311

Total 2010 9,430,014 238,464 633,547 40,295 5 10,408 10,352,733

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 87

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

19 Due from and to affiliated companies

Due from banks 24,082 54,153

Due from customers 12 20

Adjustment accounts 2,297 2,979

Other assets 9,946 15,888

Total claims 33,099 73,040 (54.7)

Due to banks - 306

Other amounts due to customers 6,771 5,047

Adjustment accounts 1,158 560

Other liabilities 6,183 18,747

Total commitments 14,112 24,660 (42.8)

Affiliated companies include the majority holdings of Edmond de Rothschild Holding SA, which are not part of the Banque Privée Edmond de Rothschild Group.

All transactions with affiliated parties are carried out on the usual terms, both at the Bank in Switzerland and at our foreign subsidiaries.

2011 2010

Loans Numberof members

Loans Numberof members

20 Loans granted to the governing bodies of the Bank

Guarantee commitments on behalf of the governing bodies of the Bank

Remuneration paid to the governing bodies of the Bank

Loans granted to the governing bodies (in thousands of CHF)

- to members of boards of directors 39,649 6 41,209 7

- to members of executive committees 4,015 5 2,797 9

- to internal auditors - - - -

- to independent auditors - - - -

Total 43,664 11 44,006 16

Commitments Numberof members

Commitments Numberof members

Guarantee commitments on behalf of (in thousands of CHF)

- members of boards of directors 341 4 307 4

- members of executive committees 896 10 969 8

- internal auditors 31 4 30 5

- independent auditors - - - -

Total 1,268 18 1,306 17

88 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010

Swiss Foreign Total Swiss Foreign Total

21 Breakdown of Swiss and foreign assets and liabilities (in thousands of CHF)

Assets

Cash and other liquid assets 2,481,473 819,145 3,300,618 210,434 117,916 328,350

Claims arising from money market paper 17,045 658 17,703 99,994 18,012 118,006

Due from banks 231,493 7,160,318 7,391,811 1,697,426 6,913,576 8,611,002

Due from customers 103,930 1,273,475 1,377,405 278,239 1,359,533 1,637,772

Mortgage loans 11,214 - 11,214 14,177 - 14,177

Securities and precious metals held for trading purposes 332 31,749 32,081 308 32,852 33,160

Financial investments 923,999 150,458 1,074,457 672,047 126,626 798,673

Non-consolidated holdings 83,438 8,684 92,122 81,937 9,053 90,990

Fixed assets 182,219 66,450 248,669 107,639 69,573 177,212

Intangible assets 8,102 5,986 14,088 8,657 7,547 16,204

Accrued income and prepaid expenses 23,719 69,765 93,484 20,268 96,338 116,606

Other assets 104,339 257,158 361,497 163,812 194,748 358,560

Total assets 4,171,303 9,843,846 14,015,149 3,354,938 8,945,774 12,300,712

Liabilities

Liabilities arising from money market paper 48 - 48 72 - 72

Due to banks 4,189 254,936 259,125 7,964 237,744 245,708

Customer savings and deposit accounts 6,790 568 7,358 7,071 666 7,737

Other amounts due to customers 1,464,582 10,265,198 11,729,780 1,072,897 9,026,319 10,099,216

Accrued expenses and deferred income 77,761 111,454 189,215 73,656 103,050 176,706

Other liabilities 276,637 106,047 382,684 242,241 142,557 384,798

Valuation adjustments and provisions 35,918 29,547 65,465 35,798 25,350 61,148

Reserves for general banking risks 246,969 64,765 311,734 241,078 53,889 294,967

Share capital 45,000 - 45,000 45,000 - 45,000

Additional paid-in capital and other reserves 92,713 931 93,644 92,289 931 93,220

Retained earnings 657,623 175,133 832,756 606,986 162,991 769,977

Treasury stock (56,016) - (56,016) (56,300) - (56,300)

Minority interests’ share in shareholders’ equity - 29,292 29,292 28 28,537 28,565

Consolidated net income 14,465 110,599 125,064 19,095 130,803 149,898

Total liabilities 2,866,679 11,148,470 14,015,149 2,387,875 9,912,837 12,300,712

The breakdown of Swiss and foreign origin is based on the location of the registered office of the debtor, creditor or the body issuing the shares or debt instruments. In the case of mortgage-backed securities, guarantees and liens, the place of the security interest applies.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 89

2011 2010

Value % share Value % share

22 Breakdown of consolidated assets by country/country group(in thousands of CHF)

Assets

Switzerland 4,171,303 29.8 3,354,938 27.3

Europe excluding Switzerland 9,226,880 65.8 8,251,327 67.1

North America 179,866 1.3 165,392 1.3

South America 42,851 0.3 50,522 0.4

Asia / Pacific 29,285 0.2 150,707 1.2

Caribbean 324,823 2.3 288,485 2.4

Africa Middle East 40,141 0.3 39,341 0.3

Total assets 14,015,149 100.0 12,300,712 100.0

90 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

CHF USD EUR Other Total

23Breakdown of consolidated assets and liabilities by currency (in thousands of CHF)

Assets

Cash and other liquid assets 2,480,009 270 820,198 141 3,300,618

Claims arising from money market paper 1 678 17,024 - 17,703

Due from banks 119,555 3,156,647 3,650,204 465,405 7,391,811

Due from customers 125,375 318,885 817,684 115,461 1,377,405

Mortgage loans 11,214 - - - 11,214

Securities and precious metals held for trading purposes 3,152 5,641 16,070 7,218 32,081

Financial investments 260,214 9,399 21,199 783,645 1,074,457

Non-consolidated holdings 83,786 213 7,814 309 92,122

Fixed assets 188,946 132 59,203 388 248,669

Intangible assets 8,125 - 5,906 57 14,088

Accrued income and prepaid expenses 24,167 12,503 55,272 1,542 93,484

Other assets 346,614 287 13,936 660 361,497

Total positions reported as assets 3,651,158 3,504,655 5,484,510 1,374,826 14,015,149

Delivery claims arising from spot, forward and options transactions 2,920,197 8,797,684 8,155,683 2,892,474 22,766,038

Total assets 2011 6,571,355 12,302,339 13,640,193 4,267,300 36,781,187

Total assets 2010 5,119,883 11,894,719 14,073,540 4,073,485 35,161,627

Liabilities

Liabilities arising from money market paper 48 - - - 48

Due to banks 1,204 75,920 116,233 65,768 259,125

Customer savings and deposit accounts 7,358 - - - 7,358

Other amounts due to customers 1,570,835 3,785,224 4,810,627 1,563,094 11,729,780

Accrued expenses and deferred income 77,592 3,811 96,879 10,933 189,215

Other liabilities 357,482 140 24,990 72 382,684

Valuation adjustments and provisions 47,653 - 17,745 67 65,465

Reserves for general banking risks 246,969 - 64,765 - 311,734

Share capital 45,000 - - - 45,000

Additional paid-in capital and other reserves 92,713 - 931 - 93,644

Retained earnings 688,067 1,571 106,950 36,168 832,756

Treasury stock (56,016) - - - (56,016)

Minority interests’ share in shareholders’ equity 5 781 20,521 7,985 29,292

Consolidated net income 11,995 1,178 111,365 526 125,064

Total positions reported as liabilities 3,090,905 3,868,625 5,371,006 1,684,613 14,015,149

Delivery commitments arising from spot, forward and options transactions 3,468,424 8,423,159 8,217,409 2,657,046 22,766,038

Total liabilities 2011 6,559,329 12,291,784 13,588,415 4,341,659 36,781,187

Net position per currency 12,026 10,555 51,778 (74,359) -

Total liabilities 2010 5,232,015 11,883,970 13,946,330 4,099,312 35,161,627

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 91

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

24 Contingent liabilities Total 324,056 308,039 5.2

Irrevocable guarantees in the form of avals, sureties and guarantees (including guarantee commitments under irrevocable letters of credit), advance payment guarantees and endorsement obligations from rediscounting 263,194 249,345 5.6

Performance bonds, bid bonds, letters of indemnity and other service guarantees (including service guarantees in the form of irrevocable letters of credit) 60,862 58,694 3.7

324,056 308,039

For guarantee commitments made on behalf of the Bank’s governing bodies, see Note 20. These commitments are reported in “Off-balance sheet transactions” at their face value.

25 Guarantee commitments for third parties Total 324,056 308,039 5.2

Surety bonds 3,655 4,784 (23.6)

Guarantees 320,401 303,255 5.7

324,056 308,039

92 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Trading instruments Hedging instruments

Positivereplacement

values

Negativereplacement

values

Underlying values

Positivereplacement

values

Negativereplacement

values

Underlying values

26 Open interest in derivative instruments (in thousands of CHF)

Interest rate products

Forward contracts including FRAs - - - - - -

Swaps 233 384 25,788 - - -

Futures - - - - - -

OTC options - - - - - -

Traded options - - - - - -

Forward contracts

Combined interest and currency swaps 164,135 304,848 17,246,169 - - -

Futures 173,204 24,771 4,796,158 - - -

OTC options - - - - - -

Traded options 3,724 3,861 316,292 98 - 53,599

Equity index products - - - - - -

Futures

OTC options - - - - - -

Traded options - - - - - -

Other 3,325 3,325 67,559 - - -

Forward contracts - - - - - -

OTC options

Traded options - - - - - -

Total before impact of netting agreements - - - - - -

Options (OTC) - - - - - -

Options (négociables) - - - - - -

Total before impact of netting agreements

2011 344,621 337,189 22,451,966 98 - 53,599

2010 327,990 336,527 22,942,462 - - -

Positive replacementvalues (accumulated)

Negative replacementvalues (accumulated)

Total after impact of netting agreements

2011 344,719 337,189

2010 327,990 336,527

The derivative instruments used by the Group include exchange-traded futures, OTC forwards, exchange-traded options, OTC options and swaps.

Derivative instruments are traded by the Group on behalf of clients and on a proprietary basis. Transactions involving options, futures and swaps for our own account are used to hedge financial investments and to control interest rate and currency risks.

Derivative instruments are reported at their fair value. The positive and negative replacement values represent the Bank’s claims and obligations respectively, should the Bank enter into contracts identical to the intial ones with other counterparties. The positive and negative replacement values are shown in the balance sheet under “Other assets” and “Other liabilities” respectively, and in the profit and loss account under “Results of trading operations”. The fair value is either the market price (if the instrument is traded on an efficient, liquid market), the price quoted by market makers or the price determined using valuation models. The underlying value represents the net claim arising from trading in derivative instruments for own account or on behalf of customers (contract value).

(Note 26 cont’d next page)

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 93

(Note 26 cont’d) 2011 2010

Positivereplacement

values

Negativereplacement

values

Underlyingvalues

Positivereplacement

values

Negativereplacement

values

Underlyingvalues

Open interest in derivative instruments(in thousands of CHF)

Banks and derivatives exchanges

- expiring in less than 1 year 123,100 281,996 14,278,130 186,657 250,097 14,296,657

- expiring in more than 1 year 26 203 4,414 - - -

Brokers - - - - - -

Secured customers 221,593 54,990 8,223,021 141,333 86,430 8,645,805

Unsecured customers - - - - - -

Total 344,719 337,189 22,505,565 327,990 336,527 22,942,462

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

27 Fiduciary transactions Total 5,769,088 6,232,861 (7.4)

Fiduciary deposits with other banks 5,552,724 6,020,434 (7.8)

Fiduciary loans 216,364 212,427 1.9

5,769,088 6,232,861

28 Assets under management

Assets invested in funds managed by the Bank 16,911,904 17,335,933 (2.4)

Assets under discretionary management 20,589,867 19,740,594 4.3

Other assets 53,858,343 55,638,121 (3.2)

Total assets under management (incl. double reporting) 91,360,114 92,714,648 (1.5)

of which: - double reporting 9,993,465 10,182,499 (1.9)

- net deposits/withdrawals of fresh money 3,249,176 6,485,659 (49.9)

Net entries/exits of fresh client funds includes account openings and closures as well as deposits and withdrawals by existing clients. Changes in assets due to performance (e.g. price variations, payments of interest and dividends and bank charges) are not considered as deposits/withdrawals.

29 Interest and discount income Total 70,565 54,253 30.1

Due from banks 44,939 32,515 38.2

of which: - reverse repo interest 30,329 20,316 49.3

Claims arising from money market paper 349 107 226.2

Advances to customers 25,278 21,631 16.9

70,565 54,253

Interest and dividend income on trading portfolios 120 401 (70.1)

Interest and dividend income on financial investments 4,731 5,070 (6.7)

94 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

30 Interest payable Total 10,574 5,462 93.6

To banks 1,485 1,657 (10.4)

On customer deposits 9,089 3,805 138.9

10,574 5,462

31 Commission income on securities and investment transactions Total 556,675 571,652 (2.6)

This heading covers brokerage fees, custody fees, management fees, advisory fees and commissions on investment activities (fiduciary loans and deposits, gold, currency options, futures, investment trusts, securities transfers and new issues).

32 Commission income on other service operations Total 70,486 76,047 (7.3)

Commissions on other services consist of administration fees charged to customers and commissions for safe rentals, money transfers, cheques and other services.

33 Results of trading operations Total 87,851 95,816 (8.3)

Securities trading (including equity product and index derivatives) 18,300 30,377 (39.8)

Forex trading (including forex derivatives) 68,528 64,769 5.8

Precious metals (including precious metals derivatives) 1,023 670 52.7

87,851 95,816

Income and expenses arising from trading portfolios – profits and losses on trades, along with interest and dividends – are included in “Results of trading operations”. The Group does not debit portfolio refinancing costs to these results. Results of securities lending and borrowing appear in “Interest income, net”.

34 Other ordinary income Total 15,064 15,479 (2.7)

This heading mainly covers fees received, coupon collection income and VAT refunds.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 95

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

35 Personnel expenses Total 356,982 372,205 (4.1)

Salaries 289,384 305,772 (5.4)

Employee benefits:

- statutory social security 24,768 23,203 6.7

- contributions to pension funds 27,401 27,783 (1.4)

Other personnel expenses 15,429 15,447 (0.1)

356,982 372,205

2010 2009 2010 2009

Fundingsurplus /

deficit

Entity’s share

Entity’s share

Change v. previous

year

Period-adjusted

contributions

Personnel welfare costs

included in personnel

expenses

Personnel welfare costs

included in personnel

expenses

Economic benefits / commitments and personnel welfare expenses(in thousands of CHF)

Employers’ funds / employers’ personal welfare institutions 14,883 - - - 5,159 5,159 5,118

Personnel welfare institutions with a surplus funding ratio 3,781 - - - 22,624 22,624 21,361

Personnel welfare institutions with no proprietary assets - - - - - - -

Total 27,783 27,783 26,479

2011 2010

CH EU Other countries

Total CH EU Other countries

Total

Group personnel(number of employees)

Average number of employees 668 965 55 1,688 654 922 41 1,617

Total number of employees at year-end 686 982 64 1,732 670 940 39 1,649

Number of employees at year-end, converted into full-time jobs 662 957 64 1,683 647 918 39 1,604

“Salaries” covers the payroll of permanent and temporary staff, plus bonuses, fees paid to directors and supplementary allowances.

Personnel welfare plans

The staff of the parent company and of some affiliates are insured by the Personnel Welfare Foundation for the Staff of Banque Privée Edmond de Rothschild SA and Allied Companies (the “Joint Foundation”). Its purpose is to protect the staff of its member companies from the economic consequences of old age, disability and death. The Joint Foundation is semi-autonomous and operates on the basis of actual contributions (the “primacy of contributions” principle). Contribution rates increase with age. Employers pay in two-thirds of contributions and employees one-third. Death and disability coverage is financed by the Employers’ Personnel Welfare Foundation for the Staff of Banque Privée Edmond de Rothschild SA and Allied Companies (the “Employers’ Foundation”). Administrative overheads are covered by member employers. Employees are jointly liable in full within the Joint Foundation.

The Foundation’s latest audited financial statements showed a funding ratio of 101.10% at 31 Dec. 2010 (as against 97.23% at 31 Dec. 2009).

Given the negative return on the Foundation’s assets resulting from last year’s shaky economic and financial environment, the funding ratio at end-2011 is estimated to be between 93% and 94%. The Foundation Board therefore resolved not to adjust pensions and to pay 0.5% inter-est on capital savings accounts in 2011.

The Board of Directors believes that any funding ratio surplus as defined in RPC 16 of the Swiss GAAP will be used for the benefit of employees and that, as a consequence, no profit will arise for the member companies.

The member companies whose staff are insured by the Joint Foundation also pay into the Employers’ Foundation in favour of the staff of Banque Privée Edmond de Rothschild SA and of the member companies. The purpose of the Foundation is to make payments on a voluntary basis to the Foundation in favour of the Staff of Banque Privée Edmond de Rothschild. Such benefits are financed by the member companies’ voluntary contributions. The employers are jointly liable in full within the Employers’ Foundation.

The employees of other Group entities belong to personnel welfare funds that also operate on the primacy of contributions principle.

At 31 Dec. 2011 there was no employer contributions reserve.

96 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

36 Other operating expenses Total 134,449 127,815 5.2

Cost of premises 22,206 19,753 12.4

Equipment costs:

- IT systems 27,617 26,983 2.3

- machines 612 499 22.6

- furniture 1,083 841 28.8

- vehicles 461 500 (7.8)

Other operating expenses:

- office supplies 8,911 8,704 2.4

- communications costs 19,570 20,309 (3.6)

- professional fees and other expenses 53,989 50,226 7.5

134,449 127,815

37 Depreciation of non-current assets Total 36,038 34,697 3.9

Consolidated holdings 3 - -

Fixed assets:

- land and buildings 3,496 2,855 22.5

- office furniture, machines and equipment 23,180 22,487 3.1

Intangible assets 9,359 9,355 -

36,038 34,697

In the case of non-consolidated holdings shown at cost, only provisions for permanent capital depre-ciation are shown under this heading; see Note 7. Depreciation of fixed assets is set out in Note 8.

38 Valuation adjustments, provisions and losses Total 6,137 10,212 (39.9)

Valuation adjustments and provisions 3,034 6,496 (53.3)

Losses 3,103 3,716 (16.5)

6,137 10,212

The breakdown of funds allocated to valuation adjustments and provisions is shown in Note 13.

39 Extraordinary income and expenses

Extraordinary income 12,275 40,747 (69.9)

Extraordinary expenses 23,047 42,184 (45.4)

“Extraordinary income” mainly derives from the dissolution of other provisions that are no longer required for operating purposes.“Extraordinary expenses” mainly includes an allocation of CHF 22.7 million to reserves for general banking risks.

40 Taxes Total 29,694 27,469 8.1

Current taxes 26,811 28,520 (6.0)

Deferred taxes 2,883 (1,051) (374.3)

29,694 27,469

Corporate taxes are calculated on the basis of the financial statements of each individual Group company and charged to the accounting period in which they were incurred. Tax provisions are set out in Note 13.

41 Consolidated net income Total 125,064 149,898 (16.6)

The share of minority interests in net income is incorporated in consolidated net income based on the Group unity principle explained in Note 17.

FINANCIAL REPORT CONSOLIDATED ACCOUNTS 97

2011 2010

42 Earnings per share

Group earnings after deduction of portion due to minority interests (in thousands of CHF) 116,264 135,775

Weighted average of number of shares outstanding

Bearer shares (par value CHF 500.–) 50,000 50,000

Registered shares (par value CHF 100.–) 200,000 200,000

Weighted average of number of shares used to calculate earnings per share (with a par value of CHF 500.–) after deducting own shares held by the Bank (Treasury stock) 87,666 87,696

Earnings per bearer share (in CHF) 1,326.22 1,548.25

Earnings per registered share (in CHF) 265.24 309.65

2011 2010

Swiss Foreign Total Swiss Foreign Total

43 Breakdown of Group results by Swiss and foreign origin (in thousands of CHF)

Interest and discount income 28,625 41,940 70,565 22,451 31,802 54,253

Interest and dividend income on trading portfolios 66 54 120 38 363 401

Interest and dividend income on financial investments 4,553 178 4,731 4,817 253 5,070

Interest payable 1,545 9,029 10,574 1,153 4,309 5,462

Interest income, net 31,699 33,143 64,842 26,153 28,109 54,262

Commission income on lending activities 779 586 1,365 933 697 1,630

Commission income on trading operations and investments 223,134 333,541 556,675 230,742 340,910 571,652

Commission income on other services 26,292 44,194 70,486 28,907 47,140 76,047

Commissions payable 46,380 77,988 124,368 44,613 70,118 114,731

Fee and commission income, net 203,825 300,333 504,158 215,969 318,629 534,598

Results of trading operations 43,454 44,397 87,851 42,944 52,872 95,816

Proceeds from the sale of financial investments 5,215 (288) 4,927 (833) 844 11

Total income from holdings 17,602 4,387 21,989 18,549 4,285 22,834

Real estate income 1,242 593 1,835 792 414 1,206

Other ordinary income 10,553 4,511 15,064 10,173 5,306 15,479

Other ordinary expenses 1,408 122 1,530 451 22 473

Other ordinary results 33,204 9,081 42,285 28,230 10,827 39,057

Personnel expenses 190,408 166,574 356,982 187,772 184,433 372,205

Other operating expenses 65,825 68,624 134,449 59,690 68,125 127,815

Operating expenses 256,233 235,198 491,431 247,462 252,558 500,020

Gross profit 55,949 151,756 207,705 65,834 157,879 223,713

Depreciation of fixed assets 25,213 10,825 36,038 21,796 12,901 34,697

Valuation adjustments, provisions and losses 1,768 4,369 6,137 2,802 7,410 10,212

Result before extraordinary items and taxes 28,968 136,562 165,530 41,236 137,568 178,804

Extraordinary income 8,203 4,072 12,275 28,181 12,566 40,747

Extraordinary expenses 11,784 11,263 23,047 38,251 3,933 42,184

Taxes 10,922 18,772 29,694 12,071 15,398 27,469

Consolidated net income 14,465 110,599 125,064 19,095 130,803 149,898

This breakdown of results by Swiss and foreign origin is based on the location of business operations.

98 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Banque Privée Edmond de Rothschild SA, Geneva

Financial report

101 Key figures

102 Report of the Directors

108 Report of the statutory auditor on the financial statements

110 Balance sheet before profit appropriation

112 Profit and loss account

113 Notes to the financial statements

Examples of initiatives supported:

Fondation Ophtalmologique Adolphe de Rothschild

Artères Foundation

Memorial ChairUniversity of Geneva

ERT Treat Vision

Ariane de Rothschild Women Doctoral Program

The Hebrew University of Jerusalem

Rothschild-Weizmann Institute Program

for Excellence in Science Teaching

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Health and ResearchFor over a century, the Edmond de Rothschild Foundations have supported scientific and medical research, particularly in the fields of ophthalmology and neuroscience. In 1886, Baron Adolphe de Rothschild was a visionary who expressed his desire to create a hospital facility specialized in ophthalmology and neurology. Since its creation the Fondation Ophtalmologique Adolphe de Rothschild, a leading Parisian hospital, continues boasting cutting-edge tech-nology and first-rate medical and surgical teams. The Edmond de Rothschild Foundations uphold a tradition of excel-lence in medical research. The Foundations support both funda-mental research and clinical applications. We also seek to promote greater synergy through international partnerships among scientific centers: through cooperation among hospitals to facilitate studies as well as patient care and recovery; and through a special focus on the multiple linkages between scientific research, social impact and economic sustainability.

9377_pages ouvertures_ANG_textes et visuels.indd 14 14.02.12 09:20

4 5 6

2 31

1 Artères Foundation

The Artères Foundation is working with the Hôpitaux Universitaires de Genève to develop 3D and 4D visuali-zation software for use during surgery – a technological innovation that improves patient recovery.

4 ERT Treat Vision

The Technological Research Team (ERT) Treat Vision studies the links that exist between the eye and the brain in the aftermath of brain damage. The team has developed tests that detect “neurovisual disorders,” which can be the cause of misdiagnosed blindness in children with no abnormalities of the eye.

2 University of Geneva

The support of the Adolphe de Rothschild Memorial Professorship in neuroscience goes to training researchers working in the field of neurodegenerative diseases. This will be a major challenge in the years to come, given the aging of the population.

5 Ariane de Rothschild Women Doctoral Program

Given the under-representation of women in Israeli academia, this program provides financial support to talented women doctoral students at the Hebrew University of Jerusalem and promotes gender equity at universities and in society.

3 Rothschild-Weizmann Program

By offering superior training for science teachers in Israeli schools, the Rothschild-Weizmann program combats geographic and social disparities in Israeli public education.

6 Fondation Ophtalmologique Adolphe de Rothschild

A medical facility specializing in ophthalmology and neurology in Paris, the Foundation plays the dual role of supporting medical research in neuroscience and ophthalmology and providing first-rate medical care to its patients.

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FINANCIAL REPORT BPER ACCOUNTS 101

Key fi guresof Banque Privée Edmond de Rothschild SA, Geneva

2011 2010 Change

(in CHF ‘000) (in %)

Balance sheet (in thousands of CHF)

Due from banks 3,031,382 3,551,089 (519,707) (14.6)

Advances to customers 508,271 761,045 (252,774) (33.2)

Due to banks 670,861 458,252 212,609 46.4

Customer deposits 5,459,098 4,142,153 1,316,945 31.8

Shareholders’ equity (after appropriation) 684,028 657,366 26,662 4.1

Balance sheet total 7,443,327 5,878,105 1,565,222 26.6

Profit and loss account (in thousands of CHF)

Interest income, net 27,495 22,957 4,538 19.8

Fee and commission income, net 175,365 185,406 (10,041) (5.4)

Results of trading operations 40,715 40,988 (273) (0.7)

Operating expenses (personnel costs and overheads) 241,506 225,539 15,967 7.1

Net income 101,551 98,464 3,087 3.1

Staff (number of employees)

Number of employees at year-end (converted into full-time jobs) 607 565 42 7.4

Profitability

% return on equity - net profit / average shareholders’ equity after profit appropriation 15.1 15.3 - -

% return on assets - net profit / average assets 1.5 1.6 - -

Shares

Dividend (in thousands of CHF) 78,750 69,750 9,000 12.9

Dividend (% of share capital) 175 155 20 12.9

Stock market capitalisation (in thousands of CHF) 1,968,000 2,214,000 (246,000) (11.1)

Data per bearer share:

- net income per share (CHF) 1,128 1,094 34 3.1

- dividend (CHF) 875 775 100 12.9

- quoted price at 31.12 (CHF) 24,000 27,000 (3,000) (11.1)

- gross yield (%) 3.6 2.9 - -

The Bank’s registered shares are reported at their 31 Dec. 2011 value less 20%.

102 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Balance sheet review

At 31 Dec. 2011 the Bank’s balance sheet total stood at CHF 7.4 billion, marking a jump of CHF 1.6 billion on the year-earlier figure.

The increase was mostly due to the high levels of liquid assets in our clients’ portfolios. In order to ensure maxi-mum security, the Bank deposited these funds with the Swiss National Bank and with counterparties under existing reverse repo agreements.

On the assets side, cash and claims arising from money market paper totalled CHF 2.3 billion. This item was up sharply as well (by CHF 2 billion) compared with the pre-vious year.

Funds due from banks fell CHF 519.7 million to CHF 3 billion, including CHF 2.7 billion held with correspondents under reverse repo agreements.

Cash, bank deposits and money market claims together came to CHF 5.3 billion. This item accounts for 71.1% of the balance sheet total.

Loans to customers rose sharply to CHF 508.3 million, marking a 33.2% decrease on the end-2010 level, and represented 6.8% of the balance sheet total.

Securities and precious metals held for trading purposes totalled CHF 16.8 million, down slightly on the previous year’s level.

Financial investments stood at CHF 934.5 million, up CHF 274.4 million on the year-earlier figure. Most of this rise was attributable to the stock of precious metals used to cover our clients’ metal accounts.

Long-term holdings amounted to CHF 223.4 million, com-pared with CHF 222.4 million in 2010.

Fixed assets came to CHF 166.7 million, marking an increase of CHF 74.4 million on the level at end-Dec. 2010. The in-crease was primarily due to the purchase of a building for the Bank’s use in Geneva.

Other assets amounted to CHF 283.1 million, as against CHF 281.9 million the previous year.

On the liabilities side, funds due to banks rose by CHF 212.6 million to CHF 670.9 million, chiefly reflecting cash management at the Group level.

At 31 Dec. 2011 customer deposits totalled CHF 5.5 billion as against CHF 4.1 billion a year earlier. They accounted for 73.3% of the balance sheet total.

Other liabilities came to CHF 294.9 million, down as a result of the lower negative replacement values of open forward currency contracts at the end of the reporting period.

Valuation adjustments and provisions grew by CHF 6.1 million to CHF 180.5 million, chiefly owing to the increase in “Other provisions”.

Following appropriation of net income, shareholders’ equity will amount to CHF 684.0 million, or 9.2% of the balance sheet total. On that basis return on equity at end-2011 worked out to 15.1%. Applying the BIS rules under Basel II, required shareholders’ equity totalled CHF 136.1 million while eligible capital came to CHF 542.8 million. The BIS ratio stood at 31.9%.

Report of the Directorsto the shareholders of Banque Privée Edmond de Rothschild SAat the ordinary general meeting on 26 April 2012

FINANCIAL REPORT BPER ACCOUNTS 103

Roundup of results

The Bank’s net profit at 31 Dec. 2011 came to CHF 101.6 million, marking an increase of 3.1% compared with the year-earlier figure.

Revenue

Interest income rose 19.8% compared with the previous year, totalling CHF 27.5 million.

Income from fees and commissions amounted to CHF 175.4 million, down 5.4% on the 2010 level of CHF 185.4 million.

Results of trading operations came to CHF 40.7 million, practically unchanged compared with CHF 41 million the previous year.

Other ordinary results rose 17.8% to CHF 138.4 million. The increase was due, in particular, to the higher dividends collected on our long-term holdings and to a lesser extent stemmed from sales of financial investments.

Expenses

Operating expenses totalled CHF 241.5 million, up 7.1% on the 2010 level. Personnel expenses rose by 3.5% and other operating costs by 17.9%.

At CHF 140.5 million gross profit was down 0.6% com-pared with the year-earlier figure (CHF 141.3 million).

Depreciation of fixed assets totalled CHF 24.3 million, marking an increase of CHF 3.6 million on the previous year.

Valuation adjustments, provisions and losses edged down by CHF 0.4 million from the end-2010 level to CHF 13.4 million.

Taxes due on our 2011 earnings are estimated at CHF 8.4 million, down 5.8% on the year-earlier figure.

104 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Approval of the financial statements and proposed allocation

We hereby submit the financial statements for fiscal year 2011 for your approval, together with our proposal for the allocation of available income.

Proposal of the Board of Directors concerning the appropriation of earnings

Net income for 2011 CHF 101,551,482.–

Net income brought forward from previous year CHF 11,281,088.–

Total CHF 112,832,570.–

which we propose to appropriate as follows:

Payment of a 175% ordinary dividend on200,000 registered shares with a par value of CHF 100CHF 20,000,000 at 175% CHF 35,000,000.–

50,000 bearer shares with a par value of CHF 500CHF 25,000,000 at 175% CHF 43,750,000.–

Total ordinary dividend CHF 78,750,000.–

Allocation to statutory general reserves Nil

Allocation to other reserves CHF 29,439,264.–

Net income carried forward CHF 4,643,306.–

Total CHF 112,832,570.–

Subject to your acceptance of our proposal, the dividend will be made payable via Coupon No. 25 from 8 May 2012 at all the domestic counters of UBS, Credit Suisse, Rothschild Bank AG and Banque Privée Edmond de Rothschild SA, at the rate of CHF 175 per registered share with a par value of CHF 100 and CHF 875 per bearer share with a par value of CHF 500, less 35% withholding tax.

Following the allocation of CHF 29,439,264 to other reserves, shareholders’ equity will amount to CHF 684,028,305, or 9.2% of the balance sheet total.

FINANCIAL REPORT BPER ACCOUNTS 105

Elections as per our Articles of Association

The terms of two directors, E. Trevor Salathé and Jacques-André Reymond, expire on the date of the 2012 General Meeting. We propose that they be re-elected for the res-pective periods prescribed in article 19 of the Bank’s Articles of Association.

We further propose that Benjamin de Rothschild, Ariane de Rothschild and Veit de Maddalena be re-elected for the three-year term provided in our Articles of Association.

Manuel Dami has decided not to seek a new term as a director. We wish to thank him for his valuable contribution to the work performed by the Board of Directors and for his astuteness as the Board’s Secretary.

Nor will John Alexander, Walter Blum Gentillomo or Guy Wais seek re-election as directors. We wish to thank them as well for their dedication as Board members over the years.

We propose that two new directors, Rajna Gibson Brandon and Claude Messulam, be elected for the three-year term provided in the Articles of Association.

Ms Gibson Brandon is a tenured Professor of Finance at the University of Geneva who holds a PhD in Economic and Social Sciences. Among other offices she served as a member of the Federal Banking Commission from January 1997 to December 2004. Mr Messulam is a former Chief Executive Officer of Banque Privée Edmond de Rothschild SA, Geneva.

Finally, we propose that for 2012 PricewaterhouseCoopers SA be re-appointed as the Independent Auditors of the Bank and the Group.

106 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Outlook for 2012

2012 will be marked by profound changes in the legal environment. Private banking will continue to chafe under the increasing burden of regulation and under mounting pressure on banking secrecy. This will have an impact on the cost of our operations as well as on the profitability of our core business.

The key to success will be our threefold ability to adapt to the new conditions shaping our business, to rise to the challenges ahead and to satisfy the expectations of our clients. We believe that our strategy will enable us to achieve these objectives.

We will continue adding new professionals to our workforce and will invest in new technology. These efforts are meant not only to provide our clients with top-quality service but also to enhance our competitiveness.

2012 will see a continuation of our strategic focus on growing our onshore Swiss clientele.

Having received all the necessary licences, our Hong Kong branch will be up and running from 2 April 2012.

We will also go on expanding in the Gulf area via our repre-sentative office in Dubai, which is now fully operational.

Our attitude remains guarded, however, in view of geopoli-tical, economic and market environments fraught with uncertainty.

We cannot conclude this report without expressing grati-tude to our shareholders and clients for their abiding trust.

Our thanks also go to our management, particularly to our CEO Claude Messulam and our Deputy CEO Jean-Pierre Pieren, and to our entire staff for their dedication and fine work.

The Board of Directors

FINANCIAL REPORT BPER ACCOUNTS 107

7.2%6.3%

45.9%

50.5%

122.6

81

40.8

162.4

216

-53.9

159.3

108

47.9

118.5

81

33.9

98.5

69.8

28.6 29.4

101.6

78.8

10.7%11.2%

36.2%

32%

Net profit Dividend Transfer to reserves

2010 2011

Net interest income Net fee and commission income

Trading income Other ordinary income

2006 2007 2008 2009 2010 2011

Breakdown of revenues(% of total)

Allocation of profit(in millions)

108 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial state-ments of Banque Privée Edmond de Rothschild SA, which comprise the balance sheet, income statement, statement of cash flows and notes (pages 110 to 125), for the year ended 31 December 2011.

Board of Directors’ Responsibility

The Board of Directors is responsible for the prepa ration of the financial statements in accordance with the require-ments of Swiss law and the company’s articles of incorpo-ration. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from mate-rial misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial state-ments are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the finan-cial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriate-ness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presen tation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 31 December 2011 comply with Swiss law and the com-pany’s articles of incorporation.

Report of the statutory auditorto the general meeting of Banque Privée Edmond de Rothschild SA, Geneva

FINANCIAL REPORT BPER ACCOUNTS 109

Report on other legal requirements

We confirm that we meet the legal requirements on licens-ing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instruc-tions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the com-pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers SA

Philippe Bochud Alain Lattafi

Audit Expert Audit ExpertAuditor in charge

Geneva, 22 March 2012

110 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Balance sheetbefore profit appropriation at 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Assets

Cash and other liquid assets 2,240,464 154,847 2,085,617 1,346.9

Claims arising from money market paper 17,024 117,445 (100,421) (85.5)

Due from banks 1 3,031,382 3,551,089 (519,707) (14.6)

Due from customers 497,644 747,608 (249,964) (33.4)

Mortgage loans 10,627 13,437 (2,810) (20.9)

Total advances to customers 508,271 761,045 (252,774) (33.2)

Securities and precious metals held for trading purposes 2 16,848 18,044 (1,196) (6.6)

Financial investments 3 934,504 660,082 274,422 41.6

Holdings 4 223,387 222,426 961 0.4

Fixed assets 5 166,716 92,295 74,421 80.6

Accrued income and prepaid expenses 21,647 18,939 2,708 14.3

Other assets 6 283,084 281,893 1,191 0.4

Total assets 7, 14 7,443,327 5,878,105 1,565,222 26.6

Subordinated amounts receivable - - - -

Amounts due from Group companies and qualifying shareholders 4, 11 253,508 381,250 (127,742) (33.5)

Liabilities

Liabilities arising from money market paper 33 57 (24) (42.1)

Due to banks 670,861 458,252 212,609 46.4

Other amounts due to customers 8 5,459,098 4,142,153 1,316,945 31.8

Total due to customers 5,459,098 4,142,153 1,316,945 31.8

Accrued expenses and deferred income 75,168 70,423 4,745 6.7

Other liabilities 9 294,934 305,755 (10,821) (3.5)

Valuation adjustments and provisions 10 180,455 174,349 6,106 3.5

Reserves for general banking risks 10 50,000 50,000 - -

Share capital 11 45,000 45,000 - -

General statutory reserve 119,385 119,385 - -

Other reserves 435,561 403,076 32,485 8.1

of which: - treasury stock 53,304 53,249 55 0.1

Net profit brought forward 11,281 11,191 90 0.8

Net profit for the year 101,551 98,464 3,087 3.1

Total shareholders’ equity before profit appropriation 11, 12, 13 762,778 727,116 35,662 4.9

Total liabilities 14 7,443,327 5,878,105 1,565,222 26.6

Subordinated liabilities - - - -

Due to Group companies and qualifying shareholders 4, 11 646,924 468,544 178,380 38.1

FINANCIAL REPORT BPER ACCOUNTS 111

Balance sheetat 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Off-balance sheet transactions

Contingent liabilities 16 187,134 181,730 5,404 3.0

Irrevocable liabilities 13,400 13,180 220 1.7

Liabilities for unpaid share capital and additional capital contributions 2,309 2,590 (281) (10.8)

Derivative instruments:

- positive replacement values 281,299 279,485 1,814 0.6

- negative replacement values 276,128 285,565 (9,437) (3.3)

- underlying values 18,125,569 17,993,764 131,805 0.7

Fiduciary transactions 17 2,337,514 3,137,241 (799,727) (25.5)

112 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Profi t and loss accountfor the year ended 31 December 2011 (in thousands of CHF)

Notes 2011 2010 Change

(in CHF ‘000) (in %)

Interest and discount income 29,556 23,129 6,427 27.8

Interest and dividend income on trading portfolios 56 38 18 47.4

Interest and dividend income on financial investments 2,367 1,572 795 50.6

Interest payable 4,484 1,782 2,702 151.6

Interest income, net 27,495 22,957 4,538 19.8

Commission income on lending activities 759 911 (152) (16.7)

Commission income on securities and investment transactions 202,499 207,379 (4,880) (2.4)

Commission income on other services 23,472 25,991 (2,519) (9.7)

Commissions payable 51,365 48,875 2,490 5.1

Fee and commission income, net 175,365 185,406 (10,041) (5.4)

Results of trading operations 18 40,715 40,988 (273) (0.7)

Proceeds from the sale of financial investments 6,307 128 6,179 4,827.3

Income from holdings 122,943 110,311 12,632 11.5

Proceeds from real estate 903 193 710 367.9

Other ordinary income 9,419 7,268 2,151 29.6

Other ordinary expenses 1,163 437 726 166.1

Other ordinary results 138,409 117,463 20,946 17.8

Personnel expenses 176,039 170,029 6,010 3.5

Other operating expenses 65,467 55,510 9,957 17.9

Operating expenses 241,506 225,539 15,967 7.1

Gross profit 140,478 141,275 (797) (0.6)

Depreciation of fixed assets 24,289 20,685 3,604 17.4

Valuation adjustments, provisions and losses 13,373 13,735 (362) (2.6)

Result before extraordinary items and taxes 102,816 106,855 (4,039) (3.8)

Extraordinary income 19 7,134 1,039 6,095 586.6

Extraordinary expenses 19 17 533 (516) (96.8)

Taxes 8,382 8,897 (515) (5.8)

Net income for the reporting year 101,551 98,464 3,087 3.1

FINANCIAL REPORT BPER ACCOUNTS 113

Overview of accounting policies

The financial statements of Banque Privée Edmond de Rothschild SA, Geneva have been prepared in accordance with the provisions of the Swiss Code of Obligations, the Federal Law on Banks and Savings Banks and its imple-menting ordinance (OB) as revised on 1 February 1995, and the guidelines issued by FINMA (the Swiss Financial Market Supervisory Authority). The Bank’s separate finan-cial statements provide as true a picture as possible of its assets, financial situation and earnings.

Hidden (“latent”) reserves are included in the profit and loss account under the headings “Depre ciation of fixed assets”, “Valuation adjustments, provisions and losses” and “Extraor-dinary expenses”. Released hidden reserves are included in “Extraor dinary income”.

Description of the Bank’s operations and staff size

Banque Privée Edmond de Rothschild SA is a full-service bank specialising in wealth management for private and institutional clients. It is a member of the Swiss Exchange and became an accredited dealer in transferable securities on 3 April 1998.

Converted to full-time jobs, the number of staff employed by Banque Privée Edmond de Rothschild SA stood at 607 at end-2011 versus 565 a year earlier.

Through its network of branches and subsidiaries in Switzerland and abroad, the Bank conducts on its clients’ behalf all the operations customarily provided by private banking institutions. Fee and commission business for the account of clients mainly includes portfolio management, fidu-ciary deposits and pay ment transactions, along with trading in securities, precious metals and derivative instru ments.

The Bank also actively deals in debt instru ments, equities, currencies, precious metals and derivatives on a proprie-tary basis, but does not engage in commodity trading.

The Bank does not outsource its services.

Notes to the fi nancial statements

114 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Accounting and valuation principles

The financial statements of the parent company have been drawn up in accordance with the accounting principles of the Edmond de Rothschild Group, with the exception of the following items:

“Holdings”

This item comprises of interests in associated establishments of either a long-term or infras truc tural nature (regardless of the percentage stake). These holdings are stated, at most, at their acquisition value.

“Fixed assets”

This item includes Bank premises, other buildings, furniture, machines and equipment, as well as intangible assets.

Fixed assets are evaluated at their acquisition cost, less the relevant depreciation for each fixed asset category.

Risk management

The principles adopted by the Group regarding control of market, credit, interest rate and country risks also apply to the parent company.

FINANCIAL REPORT BPER ACCOUNTS 115

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

1 Due from banks Total 3,031,382 3,551,089 (14.6)

Due from banks on 300,812 565,350 (46.8)

reverse repos 2,730,570 2,985,739 (8.5)

3,031,382 3,551,089

2 Securities and precious metals portfolios held for trading purposes Total 16,848 18,044 (6.6)

Swiss shares and other securities:

- banks 2,712 3,051 (11.1)

of which: - treasury stock 2,712 3,051

- Other 140 59 137.3

Foreign shares and other securities 13,996 14,934 (6.3)

16,848 18,044

2011 2010 Change(number

of shares)(number

of shares)(in %)

Treasury stock owned by Banque Privée Edmond de Rothschild SA, Geneva at 31 December Total 113 113 -

Treasury stock transactions are reported at the market price on the trade date and are carried out as part of the Bank’s customary trading operations.

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

3 Financial investments Total 934,504 660,082 41.6

Swiss bonds:

- Federal Government 8,407 8,424

- cantons and municipalities 2,116 1,368

- banks 21,535 16,774

- financial services companies 1,000 1,616

Insurance 2,861 2,360

- industrial enterprises 12,553 7,592

48,472 38,134 27.1

Swiss shares and other securities:

- banks 53,304 53,249

of which: - treasury stock 53,304 53,249

53,304 53,249 0.1

Foreign bonds:

- public corporations 4,933 3,818

- other 58,184 37,749

63,117 41,567 51.8

Foreign shares and other securities 1,148 1,161 (1.1)

Precious metals 756,992 516,109 46.7

Units of investment trusts 11,471 9,862 16.3

934,504 660,082

2011 2010 Change(number

of shares)(number

of shares)(in %)

Treasury stock owned by Banque Privée Edmond de Rothschild SA, Geneva at 31 December 2,221 2,191 1.4

116 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

4 Holdings Total 223,387 222,426 0.4

Swiss shares and other securities:

- banks 95,198 94,748

- financial companies 46,974 45,872

- real estate companies - 483

142,172 141,103 0.8

Foreign shares and other securities:

- banks 76,049 78,001

- financial companies 2,829 985

- real estate companies 2,337 2,337

81,215 81,323 (0.1)

2011 2010

Share capital Per cent stake

Per cent stake

(in millions)

Details of significant holdings

Banks:

Banca Privata Edmond de Rothschild Lugano SA, Lugano CHF 5.0 100 % 99.8 %

Banque Privée Edmond de Rothschild Ltd, Nassau, Bahamas CHF 15.0 100 % 100 %

Banque Privée Edmond de Rothschild Europe, Luxembourg EUR 31.5 100 % 100 %

Banque de Gestion Edmond de Rothschild - Monaco, Monaco EUR 12.0 34 % 34 %

Financial and asset management companies:

Edmond de Rothschild Limited, London GBP 1.0 80 % 80 %

Privaco Family Office SA, Geneva CHF 2.1 100 % 100 %

Rouiller, Zurkinden & Cie Finance SA, Fribourg CHF 0.6 100 % 100 %

Real estate companies:

Copri III SA, Luxembourg EUR 0.7 100 % 100 %

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

Amounts due to and from companies in which the Bank has a majority interest (fully consolidated and non-consolidated holdings for Group accounting purposes):

Due from banks 29,417 221,470

Accrued income and prepaid expenses 383 375

Other assets 182,832 121,970

Total assets 212,632 343,815 (38.2)

Due to banks 599,666 391,675

Other amounts due to customers 6,426 7,290

Accrued expenses and defferred income 822 829

Other liabilities 23,543 66,064

Total liabilities 630,457 465,858 35.3

FINANCIAL REPORT BPER ACCOUNTS 117

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

5 Fire insurance value of fixed assets

Bank premises 128,429 103,595 24.0

Furniture, machines and equipment 89,125 82,595 7.9

6 Other assets Total 283,084 281,893 0.4

Positive replacement value of derivative instruments 281,299 279,485 0.6

Other 1,785 2,408 (25.9)

283,084 281,893

2011 2010

Book valueof assets

Actualencumbrance

Book valueof assets

Actualencumbrance

7 Own liabilities subject to reservation of ownership (in thousands of CHF)

Mortgage bonds - -

Securities pledged to a Stock Exchange to cover settlements and as collateral for payment transactions 22,196 - 22,623 -

Mortgage notes pledged for own premises - - - -

Other - - - -

Assets pledged or assigned to cover own liabilities 22,196 - 22,623 -

Assets subject to reservation of ownership - - - -

Total assets pledged or assigned and subject to reservation of ownership for own commitments 22,196 - 22,623 -

2010 contains a reclassification of CHF 5.2 million between “Other” and “Secu-rities pledged to a Stock Exchange to cover settlements and as collateral for payment transactions”.

2011 2010

Securities lending and repurchase agreements

Claims arising from cash pledged as collateral under securities borrowing and reverse repo agreements 2,730,570 2,985,739

Liabilities arising from cash received as collateral under securities lending and repo agreements - -

Securities held for own account and tendered as collateral under securities borrowing and repo agreements - -

of which: - those which the recipient has been authorised without restriction to sell or pledge subsequently - -

Securities received as collateral under securities lending agreements and securities received under borrowing or reverse repo agreements which the Bank has been authorised without restriction to sell or pledge subsequently 2,655,446 3,086,042

of which: - those of the above securities which were sold or pledged - -

The fees earned or paid as a result of securities lending are reported as per the duration of the loan and appear respec-tively as interest income or interest charges. Repos and reverse repos are used to finance and refinance the purchase of special kinds of equities. They are stated as loans secured by financial instruments or as deposits secured by shares from the Bank’s treasury stock. They are stated as advances secured by securities or as deposits for which the Bank has pledged securities. The interest income arising from reverse repos and the interest charges arising from repos are reported as per the duration of the relevant transactions.

118 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Situation atend-2010

Uses andreleases asdesignated

Redesi-gnations

(transfers)

Recoveries,interests at risk

and currencydifferences

New provisions

charged toprofit and

loss account

Releasesreported in

profit andloss

account

Situation atend-2011

10 Valuation adjustments and provisions

Reserves for general banking risks(in thousands of CHF)

Valuation adjustments and provisions for default and other risks:

- valuation adjustments and provisions for default risks (credit and country risks) 13,275 (90) - (54) 42 (1,115) 12,058

- valuation adjustments and provisions for other operating risks - - - - - - -

- other provisions 170,849 (568) - 24 11,650 (5,000) 176,955

Subtotal 184,124 (658) - (30) 11,692 (6,115) 189,013

Total valuation adjustments and provisions 184,124 (658) - (30) 11,692 (6,115) 189,013

Less valuation adjustments set off directly against assets: 9,775 8,558

of which: - customers 9,775 8,558

Total valuation adjustments and provisions as per balance sheet 174,349 180,455

Reserves for general banking risks 50,000 - - - - - 50,000

Reserves for general banking risks are not taxed.

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

8 Commitments to own pension plans Total 51,700 40,627 27.3

Indications regarding personnel welfare plans can be found in Note 35 to the Consolidated Accounts.

9 Other liabilities Total 294,934 305,755 (3.5)

Set-off account 276,128 285,565 (3.3)

Negative replacement value of derivative instruments 98 - -

Other 18,708 20,190 (7.3)

294,934 305,755

FINANCIAL REPORT BPER ACCOUNTS 119

2011 2010

Par value Number of shares

Capital ranking for

dividend

Par value Number of shares

Capital ranking for

dividend(in CHF ‘000) (in CHF ‘000) (in CHF ‘000) (in CHF ‘000)

11 Share capital

Fully paid registered shares at CHF 100.– par value 20,000 200,000 20,000 20,000 200,000 20,000

Fully paid bearer shares at CHF 500.– par value 25,000 50,000 25,000 25,000 50,000 25,000

Total share capital 45,000 45,000

See Notes 1 and 2 for treasury stock.

2011 2010

Par value Percentageof capital

Percentageof voting

rights

Par value Percentageof capital

Percentageof voting

rights(in CHF ‘000) (in %) (in %) (in CHF ‘000) (in %) (in %)

Major shareholders

Edmond de Rothschild Holding SA (1) 36,169.5 80.4 86.5 36,019.5 80.0 86.4

Rothschild Holding AG, Zurich (2) 3,800.0 8.4 9.4 3,799.0 8.4 9.4

2011 2010

Number of shares held

Per cent stake in

share capital

Per cent of total

voting rights

Number of shares held

Per cent stake in

share capital

Per cent of total

voting rights(in %) (in %) (in %) (in %)

Cross-holdings

Rothschild Holding AG, Zurich 10,161 9.5 9.5 10,161 9.5 9.5

2011 2010 Change(in CHF ‘000) (in CHF ‘000) (in %)

Due to and from qualifying shareholders

Due to and from Edmond de Rothschild Holding SA, the only shareholder with a qualifying interest in the parent company:

Due from customers 37,638 37,435

Other assets 3,238 -

Total claims 40,876 37,435 9.2

Other amounts due to customers 15,215 2,686

Other liabilities 1,252 -

Total liabilities 16,467 2,686 513.1

(1) The entire share capital of Edmond de Rothschild Holding SA is directly or indirectly controlled by members of the de Rothschild familiy. 17% of the company’s share capital (representing 6.77% of voting rights) is owned by Baroness Edmond de Rothschild and 66.33% (repre-senting 89.84% of voting rights) by Baron Benjamin de Rothschild. The articles of association of Rothschild Holding SA are available on request in writing to the company (PO Box 5254, 1211 Geneva 11).

(2) The following group of persons – Eric de Rothschild, Paris ; Stéphanie de Rothschild, Paris; Louise de Rothschild, Paris; Financière de Tournon Paris; Financière de Reux, Paris; Béro, Paris; Ponthieu Rabelais, Paris; Integritas Investments B.V., Amsterdam; A.Y.R.E.

Corporation (1972) Limited, Amsterdam; Rothschild Trust (Schweiz) AG, Zürich; – together owns 20,000 registered shares and 3,598 bearer shares of Banque Privée Edmond de Rothschild SA, Geneva, represen-ting 8.4% of the total share capital and 9.4% of voting rights.

The members of this group own a controlling interest in Rothschild Concordia SAS, Paris, which controls Concordia Holding Sàrl, Paris. Concordia Holding controls Rothschild Concordia AG, Zug, which in turn owns a controlling stake in Rothschilds Continuation Holdings AG, Zug. Rothschilds Continuation Holdings AG controls Rothschild Holding AG, Zurich, which owns a direct holding in Banque Privée Edmond de Rothschild SA, Geneva.

120 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

2011 2010 2009 Change

(in CHF ‘000) (in CHF ‘000) (in CHF ‘000) (in %)

12 Schedule of shareholders’ equity before appropriation of available earnings

Shareholders’ equity at beginning of the reporting period:

- share capital 45,000 45,000 45,000 -

- general statutory reserve 119,385 119,385 119,385 -

- reserves for general banking risks 50,000 50,000 50,000 -

- other reserves 403,076 366,143 317,149 10.1

of which: - treasury stock 53,249 34,430 39,497 54.7

Reported profit 109,655 126,047 163,397 (13.0)

Total shareholders’ equity at beginning of the reporting period (before appropriation of available earnings) 727,116 706,575 694,931 2.9

Allocated to / released from reserves 3,861 3,077 1,145 25.5

Less dividend deducted from net income of previous year (69,750) (81,000) (108,000) (13.9)

Net income 101,551 98,464 118,500 3.10

Total shareholders’ equity at end of the reporting period (before appropriation of available earnings) 762,778 727,116 706,575 4.9

of which: - share capital 45,000 45,000 45,000

- general statutory reserve 119,385 119,385 119,385

- reserves for general banking risks 50,000 50,000 50,000

- other reserves 435,561 403,076 366,143

of which: - treasury stock 53,304 53,249 34,430

- reported profit 112,832 109,655 126,047

13 Shareholders’ equity after appropriation of available earnings

Shareholders’ equity before appropriation of net income 762,778 727,116 706,575 4.9

Less dividend (78,750) (69,750) (81,000) 12.9

Total shareholders’ equity after appropriation of available earnings 684,028 657,366 625,575 4.1

of which: - share capital 45,000 45,000 45,000

- general statutory reserve 119,385 119,385 119,385

- reserves for general banking risks 50,000 50,000 50,000

- other reserves 465,000 431,700 399,999

of which: - treasury stock 53,304 53,249 34,430

- reported profit 4,643 11,281 11,191

14 Due to and from affiliated companies

Due from banks 434 88

Accrued income and prepaid expenses 487 1,501

Total claims 921 1,589 (42.0)

Due to banks - 306

Other amounts due to customers 2,648 2,975

Accrued expenses and deferred income 542 210

Other liabilities - 3,140

Total liabilities 3,190 6,631 (51.9)

Affiliated companies are companies in which Edmond de Rothschild Holding SA has a majority stake and that are not part of the Banque Privée Edmond de Rothschild Group.

All transactions with affiliated parties are carried out on the usual terms at the Bank in Switzerland and at our foreign subsidiaries.

FINANCIAL REPORT BPER ACCOUNTS 121

2011 2010

Loans granted to the Bank’s governing

bodies

Guarantee commitments

on behalf of the Bank’s

governing bodies

Loans granted to the Bank’s governing

bodies

Guarantee commitments

on behalf of the Bank’s

governing bodies

15 Loans granted to the Bank’s governing bodies

Guarantee commitments on behalf of the Bank’s governing bodies

Remuneration paid to the Bank’s governing bodies(in thousands of CHF)

Board of Directors 37,917 21 39,671 82

Baron Benjamin de Rothschild Chairman 37,637 - 37,435 -

E. Trevor Salathé Vice-Chairman - - - -

Manuel Dami Secretary 280 21 280 61

Baroness Benjamin de Rothschild - - - -

John Alexander - - - -

Luc J.Argand - - - 21

Walter Blum Gentilomo - - - -

Michel Cicurel - - - -

François Hottinger - - - -

Veit de Maddalena - - - -

Klaus Jenny - - - -

Jacques-André Reymond - - - -

Daniel Yves Trèves - - 1,956 -

Jean Laurent-Bellue - - - -

Guy Wais - - - -

Executive Committee 901 115 800 97

Philippe Currat 626 11 626 11

Internal Auditors - 31 - 30

Independent Auditors - - - -

Total 38,818 167 40,471 209

The loans in question are current account overdrafts and/or tixed-term advances not exceeding one year, either unsecured or secured (by secu-rities pledged with the Bank), and floating- or fixed-rate mortgage loans.

Mortgage interest is charged at the usual market rates. However, as in the case of loans granted to Bank employees, members of the governing bodies receive a 25% rebate on the applicable interest rate up to a maximum amount of CHF 750,000 per borrower.

At 31 Dec. 2011 the relevant mortgage rates ranged from 2% to 3% and the interest rates charged on lombard loans from 1.5% to 3.5% in the major currencies. The value of loans granted to members of the Executive Committee totalled 901 (in thousands of CHF). The value of loans granted to executive members of the Board of Directors amounted to 37,917 (in thousands of CHF).

(Note 15 cont’d next page)

122 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

(Note 15 cont’d) 2011 2010

Fixed fees Bonus Fixed fees Bonus

Cash Number of shares

Cash Number of shares

Cash Number of shares

Cash Number of shares

Remuneration paid to members: (in thousands of CHF)

Board of Directors 2,199 - 2,011 - 2,276 - 2,437 -

Baron Benjamin de Rothschild Chairman - - - - - - - -

E. Trevor Salathé Vice-Chairman 422 - 123 - 408 - 301 -

Manuel Dami Secretary 219 - - - 197 - - -

Baroness Benjamin de Rothschild - - - - - - - -

John Alexander 433 - 1,888 - 602 - 2,136 -

Luc J.Argand 64 - - - 64 - - -

Walter Blum Gentilomo 187 - - - 187 - - -

Michel Cicurel 128 - - - 119 - - -

François Hottinger 62 - - - 62 - - -

Veit de Maddalena 189 - - - 60 - - -

Klaus Jenny 64 - - - 168 - - -

Jacques-André Reymond 60 - - - 151 - - -

Daniel Yves Trèves 213 - - - 132 - - -

Jean Laurent-Bellue 32 - - - - - - -

Guy Wais 126 - - - 126 - - -

Executive Committee 5,717 - 12,454 - 5,318 - 12,517 -

Claude Messulam General Manager 822 - 3,777 - 843 - 4,596 -

Total 7,916 - 14,465 - 7,594 - 14,954 -

(Note 15 cont’d next page)

FINANCIAL REPORT BPER ACCOUNTS 123

(Note 15 cont’d) 2011 2010

Employee welfare

expenses

Total Employee welfare

expenses

Total

Remuneration paid to members: (in thousands of CHF)

Board of Directors - 4,210 - 4,713

Baron Benjamin de Rothschild Chairman - - - -

E. Trevor Salathé Vice-Chairman - 545 - 709

Manuel Dami Secretary - 219 - 197

Baroness Benjamin de Rothschild - - - -

John Alexander - 2,321 - 2,738

Luc J.Argand - 64 - 64

Walter Blum Gentilomo - 187 - 187

Michel Cicurel - 128 - 119

François Hottinger - 62 - 62

Veit de Maddalena - 189 - 60

Klaus Jenny - 64 - 168

Jacques-André Reymond - 60 - 151

Daniel Yves Trèves - 213 - 132

Jean Laurent-Bellue - 32 - -

Guy Wais - 126 - 126

Executive Committee 1,123 19,294 987 18,822

Claude Messulam General Manager 125 4,724 123 5,562

Total 1,123 23,504 987 23,535

Since the fees paid to each individual are decided after the closing date of the annual financial statements, the above-mentioned fees are stated as per the accrual method.

(Note 15 cont’d next page)

124 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

(Note 15 cont’d) 2011 2010

Number of bearer

shares

Number of registered

shares

Number of bearer

shares

Number of registered

shares

Ownership of shares in BPER SA, Geneva:

Board of Directors and related persons 826 9 827 9

Baron Benjamin de Rothschild Chairman 236 - 236 -

E. Trevor Salathé Vice-Chairman 270 1 270 1

Manuel Dami Secretary 40 - 40 -

Baroness Benjamin de Rothschild - 1 - 1

John Alexander - 1 - 1

Luc J.Argand 67 1 67 1

Walter Blum Gentilomo 197 1 197 1

Michel Cicurel - 1 - 1

François Hottinger 10 1 10 1

Veit de Maddalena 1 - 1 -

Klaus Jenny - 1 - 1

Jacques-André Reymond 5 - 5 -

Daniel Yves Trèves - - - 1

Jean Laurent-Bellue - 1 - 1

Guy Wais - - 1 -

Executive Committee and related persons 1,183 - 1,183 -

Claude Messulam General Manager 1,075 - 1,075 -

Sylvain Roditi Deputy General Manager 88 - 88 -

Jean-Pierre Pieren Deputy General Manager 5 - 5 -

Luc Baatard 2 - 2 -

Frédéric Binggeli - - - -

Alexandre Col 4 - 4 -

Philippe Currat - - - -

Martin Leuthold 4 - 4 -

Michel Lusa - - - -

Bernard Schaub 5 - 5 -

Patrick Ségal - - - -

Total 2,009 9 2,010 9

FINANCIAL REPORT BPER ACCOUNTS 125

2011 2010 Change

(in CHF ‘000) (in CHF ‘000) (in %)

16 Guarantees to third parties Total 187,134 181,730 3.0

Surety bonds 3,488 4,618 (24.5)

Guarantees 183,646 177,112 3.7

187,134 181,730

17 Fiduciary transactions Total 2,337,514 3,137,241 (25.5)

Fiduciary deposits with banks outside the Group 2,074,306 2,978,486 (30.4)

Fiduciary deposits with Group banks 260,298 155,850 67.0

Fiduciary loans 2,910 2,905 0.2

2,337,514 3,137,241

18 Results of trading operations Total 40,715 40,988 (0.7)

Securities trading (including equity product and index derivatives) (104) 2,853 (103.6)

Forex trading (including forex derivatives) 39,786 37,474 6.2

Precious metals (including precious metals derivatives) 1,033 661 56.3

40,715 40,988

19 Extraordinary income and expenses

Extraordinary income 7,134 1,039 586.6

Extraordinary expenses 17 533 (96.8)

“Extraordinary income” mainly includes a release of other provisions no longer required for operating purposes totalling CHF 1 million.

126 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

AddressesBanque Privée Edmond de Rothschild

Head office

Geneva Banque Privée Edmond de Rothschild SA18, rue de Hesse1204 GenevaP. +41 58 818 91 11F. +41 58 818 91 21www.edmond-de-rothschild.ch

Branches

Fribourg

Banque Privée Edmond de Rothschild SA11, rue de Morat - CP 1441701 FribourgP. +41 26 347 24 24F. +41 26 347 24 20www.edmond-de-rothschild.ch

Lausanne

Banque Privée Edmond de Rothschild SA2, avenue Agassiz1003 LausanneP. +41 21 318 88 88F. +41 21 323 29 22www.edmond-de-rothschild.ch

Abroad

Branch

China

Banque Privée Edmond de Rothschild SAHong Kong Branch50 F (Suite 5001), One Exchange Square 8 Connaught PlaceCentral - Hong KongP. +852 3765 0600F. +852 2877 2185www.edmond-de-rothschild.hk

Affiliates

Fribourg

Rouiller, Zurkinden & Cie Finance SA11, rue de Morat - CP 12961701 FribourgP. +41 26 347 26 00F. +41 26 347 26 15

Geneva

Privaco Family Office SA :5, boulevard du Théâtre1204 GenevaP. +41 58 818 96 19F. +41 58 818 91 78

Affiliates of Privaco Family Office SA

- Privaco Trust Limited Level 3, Parnell road 280 Parnell Auckland 1052 – New Zealand P. +64 93 07 39 50 F. +64 93 66 16 82

- Privaco Family Office (HK) Limited 50 F (Suite 5004), One Exchange Square 8 Connaught Place Central - Hong Kong P. +852 3125 1600 F. +852 2869 1618

Lugano

Banca Privata Edmond de Rothschild Lugano SAVia Ginevra 2 - CP 58826901 LuganoP. +41 91 913 45 00F. +41 91 913 45 01www.edr-privata.ch

AbroadAffiliates

Bahamas

Banque Privée Edmond de Rothschild Ltd.Lyford Financial Centre – Lyford Cay no. 2 West Bay StreetP.O. Box SP-63948NassauP. +1 242 702 80 00F. +1 242 702 80 08www.edmond-de-rothschild.bs

Channel Islands

LCF Edmond de Rothschild Holdings (C.I.) Limited- LCF Edmond de Rothschild (C.I.) Limited- LCF Edmond de Rothschild AssetManagement (C.I.) LimitedHirzel Court Suite DSt. Peter Port – Guernsey GY1 2NHP. +44 1481 716 336F. +44 1481 714 416www.edmond-de-rothschild.gg

Luxembourg

Banque Privée Edmond de Rothschild Europe(Details, p. 128)

Monaco

Banque de Gestion Edmond de Rothschild - MonacoLes Terrasses2, avenue de Monte-Carlo - BP 31798006 Monaco CedexP. +377 93 10 47 47F. +377 93 25 75 57www.edmond-de-rothschild.mc

ADDRESSES 127

Edmond de Rothschild Conseil et Courtage d’Assurance - MonacoLes Terrasses 2, avenue de Monte-Carlo98000 MonacoP. +377 97 98 28 00F. +377 97 98 28 01

Edmond de Rothschild Gestion (Monaco)Les Terrasses 2, avenue de Monte-Carlo98000 MonacoP. +377 97 98 22 14F. +377 97 98 22 18

United Kingdom

Edmond de Rothschild Limited- LCF Edmond de Rothschild Securities

Limited- LCF Edmond de Rothschild Asset Management LimitedOrion House5 Upper St. Martin’s LaneWC2H 9EA LondonP. +44 20 7845 5900F. +44 20 7845 5901www.edmond-de-rothschild.co.uk

Taiwan

Priasia Limited (Edmond de Rothschild Group) 205 Tun Hwa North Road, Suite 202Taipei 105P. +886 2 2545 0505F. +886 2 2545 1407

Representative offices

United Arab Emirates

Banque Privée Edmond de Rothschild SABanking Representative OfficeSunset, office 46, 2nd floorJumeirah-3, Jumeirah RoadP.O. Box 214924DubaiP. +9714 346 53 88F. +9714 346 53 89

Uruguay

Representación Banque PrivéeEdmond de Rothschild SAWorld Trade Center Montevideo Torre II - Piso 21Avenida Luis Alberto de Herrera 124811300 MontevideoP. +598 2 623 24 00F. +598 2 623 24 01

128 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Head office

Luxembourg

Banque Privée Edmond de Rothschild Europe20, boulevard Emmanuel Servais2535 LuxembourgP. +352 24 88 1F. +352 24 88 82 22www.edmond-de-rothschild.eu

Affiliates

Luxembourg Adjutoris Conseil18, boulevard Emmanuel Servais2535 LuxembourgP. +352 26 26 23 92F. +352 26 26 23 94

Edmond de Rothschild Investment Advisors(formerly Pri Investment)16, boulevard Emmanuel Servais2535 LuxembourgP. +352 24 88 23 86F. +352 24 88 84 02

AbroadBranches

Belgium

Brussels branchBanque Privée Edmond de Rothschild EuropeAvenue Louise 480 Bte 16A1050 BrusselsP. +32 2 645 57 57F. +32 2 645 57 20www.edmond-de-rothschild.be

Liège branchBanque Privée Edmond de Rothschild EuropeQuai de Rome 564000 LiègeP. +32 4 234 95 95F. +32 4 234 95 75www.edmond-de-rothschild.be

Antwerp branchBanque Privée Edmond de Rothschild EuropeFrankrijklei 1032000 AntwerpenP. +32 3 212 21 11F. +32 3 212 21 22www.edmond-de-rothschild.be

Spain

Barcelona branchBanque Privée Edmond de Rothschild EuropeJosep Bertrand 1108021 BarcelonaP. +34 93 362 30 00F. +34 93 362 30 50www.edmond-de-rothschild.es

Madrid branchBanque Privée Edmond de Rothschild EuropePaseo de la Castellana 5528046 MadridP. +34 91 364 66 00F. +34 91 364 66 63www.edmond-de-rothschild.es

Italy

Banque Privée Edmond de Rothschild EuropeVia Ulrico Hoepli, 720121 MilanP. +39 02 72 17 44 11F. +39 02 72 17 44 57www.bpere.edmond-de-rothschild.it

Portugal

Banque Privée Edmond de Rothschild EuropeRua D. Pedro V, 1301250-095 LisbonP. +351 21 045 46 60F. +351 21 045 46 87/88www.edmond-de-rothschild.pt

Representative offices

Israel

Banque Privée Edmond de Rothschild Europe46, boulevard Rothschild66883 Tel AvivP. +972 356 69 818F. +972 356 69 821www.bpere.edmond-de-rothschild.co.il

Poland

Banque Privée Edmond de Rothschild EuropeRondo ONZ 1, 12th Fl.00-124 WarsawP. +48 22 581 64 00F. +48 22 581 64 01www.edmond-de-rothschild.pl

Czech Republic

Banque Privée Edmond de Rothschild EuropePar ˇ ížská 26Prague 1110 00P. +42 02 55 729 420F. +42 02 55 729 421

Slovakia

Banque Privée Edmond de Rothschild EuropeHlavné námestie 4811 01 BratislavaP. +421 2 5443 0940F. +421 2 5443 4084www.edmond-de-rothschild.sk

Joint-venture affiliate

Japan

Edmond de Rothschild Nikko Cordial Co., Ltd1-12-1, Yurakucho, Chiyoda-kuTokyo # 100-0006P. +81 3 3283-3535F. +81 3 3283-1611

Banque Privée Edmond de Rothschild Europe

ADDRESSES 129

Head office

France

La Compagnie Financière Edmond de Rothschild Banque47, rue du Faubourg Saint-Honoré75401 Paris cedex 08P. +33 1 40 17 25 25F. +33 1 40 17 24 02www.edmond-de-rothschild.fr

Representative offices

Bordeaux

La Compagnie Financière Edmond de Rothschild BanqueHôtel de Saige 23, cours du Chapeau Rouge33000 Bordeaux P. +33 5 56 44 20 66F. +33 5 56 51 66 03www.edmond-de-rothschild.fr

Lille

La Compagnie Financière Edmond de Rothschild Banque116, rue de Jemmapes59800 LilleP. +33 3 62 53 75 00F. +33 3 28 04 96 20www.edmond-de-rothschild.fr

Lyon

La Compagnie Financière Edmond de Rothschild Banque55, avenue Foch69006 LyonP. +33 4 72 82 35 25F. +33 4 78 93 59 56www.edmond-de-rothschild.fr

Marseille

La Compagnie Financière Edmond de Rothschild Banque165, avenue du Prado13272 MarseilleP. +33 4 91 29 90 80F. +33 4 91 29 90 85www.edmond-de-rothschild.fr

Nantes

La Compagnie Financière Edmond de Rothschild Banque11, rue Lafayette44000 NantesP. +33 2 53 59 10 00F. +33 2 53 59 10 09www.edmond-de-rothschild.fr

Strasbourg

La Compagnie Financière Edmond de Rothschild Banque6, avenue de la Marseillaise67000 StrasbourgP. +33 3 68 33 90 00F. +33 3 88 35 64 86www.edmond-de-rothschild.fr

Toulouse

La Compagnie Financière Edmond de Rothschild Banque22, rue Croix Baragnon31000 ToulouseP. +33 5 67 20 49 00F. +33 5 61 73 49 04www.edmond-de-rothschild.fr

Affiliates and sub-affiliates

Paris

Edmond de Rothschild Asset Management47, rue du Faubourg Saint-Honoré75401 Paris cedex 08P. +33 1 40 17 25 25F. +33 1 40 17 24 42www.edram.fr

Edmond de Rothschild Investment Managers 47, rue du Faubourg Saint-Honoré75401 Paris cedex 08P. +33 1 40 17 25 25F. +33 1 40 17 23 67www.edrim.fr

Edmond de Rothschild Corporate Finance47, rue du Faubourg Saint-Honoré75401 Paris cedex 08P. +33 1 40 17 21 11F. +33 1 40 17 25 01www.edrcf.com

Edmond de Rothschild Private Equity Partners

47, rue du Faubourg Saint-Honoré

75401 Paris cedex 08

P. +33 1 40 17 25 25

F. +33 1 40 17 23 91

www.edmond-de-rothschild.fr

Edmond de Rothschild Capital Partners

47, rue du Faubourg Saint-Honoré

75401 Paris cedex 08

P. +33 1 40 17 25 25

F. +33 1 40 17 23 91

www.edrcp.com

Edmond de Rothschild Investment Partners

47, rue du Faubourg Saint-Honoré

75401 Paris cedex 08

P. +33 1 40 17 25 25

F. +33 1 40 17 31 43

www.edrip.fr

Assurances Saint-Honoré Patrimoine

47, rue du Faubourg Saint-Honoré

75401 Paris cedex 08

P. +33 1 40 17 22 32

F. +33 1 40 17 89 40

www.ashp.fr

Edmond de Rothschild Entreprises

Patrimoniales

47, rue du Faubourg Saint-Honoré

75401 Paris cedex 08

P. +33 1 40 17 31 63

F. +33 1 40 17 23 93

www.edrep.fr

Lyon

Edmond de Rothschild Entreprises

Patrimoniales

55, avenue Foch

69006 Lyon

P. +33 4 26 72 95 00

F. +33 4 37 42 51 91

www.edrep.fr

Other Edmond de Rothschild Group companies belonging to

La Compagnie Financière Edmond de Rothschild

130 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

Abroad

Representative offices

China

La Compagnie Financière Edmond de Rothschild BanqueRoom 3, 28F China Insurance Building 166 East Lujiazui Road, Pudong New Area200120 ShanghaiP. +86-21 58 76 51 90F. +86-21 58 76 71 80www.edmond-de-rothschild.fr

Affiliates, sub-affiliates and branches

Germany

Edmond de Rothschild Asset Management DeutschlandOpernturm60306 Frankfurt am MainP. +49 69 244 330 200F. +49 69 244 330 215www.edram.fr

Belgium

Edmond de Rothschild Asset Management BeneluxMarnix, 281000 BrusselsP. +32 2517 60 90 F. +32 2503 56 88www.edram.fr

Chile

Edmond de Rothschild Asset Management ChileApoquindo 4001 oficina 305Las CondesSantiagoP. +56 2598 99 00F. +56 2598 99 01www.edram.fr

China

Edmond de Rothschild Asset Management Hong Kong Ltd41 F (Suite 4101-04), Exchange Square Two 8 Connaught PlaceCentral - Hong KongP. +852 3926 5199F. +852 3926 5008www.edram.fr

Edmond de Rothschild Asia Ltd41 F (Suite 4101-04), Exchange Square Two 8 Connaught PlaceCentral - Hong KongP. +852 3926 5199F. +852 3926 5008www.edram.fr

Edmond de Rothschild China LtdRoom 02, 28F China Insurance Building166 East Lujiazui Road,Pudong New AreaShanghai 200120P. +86 21 6086 2503F. +86 21 6086 2503

Spain

Edmond de Rothschild Investment Managers EspagnePaseo de la Castellana 5528046 MadridP. +34 91 781 49 75F. +34 91 577 39 08www.edrim.fr

Edmond de Rothschild Asset Management EspagnePaseo de la Castellana 5528046 Madrid P. +34 91 789 32 21F. +34 91 789 32 29www.edram.fr

Israel

Edmond de Rothschild Investment Services LimitedAlrov Tower46, Rothschild Boulevard66883 Tel AvivP. +972 3 713 03 00F. +972 3 566 66 89www.edris.co.il

Italy

La Compagnie Financière Edmond de Rothschild BanqueEdmond de Rothschild S.G.R. SpAPalazzo Chiesa Corso Venezia 36 20121 MilanP. +39 02 76 061 200F. +39 02 76 061 222

ADDRESSES 131

La CompagnieBenjamin de Rothschild

Switzerland

La Compagnie Benjamin de Rothschild29, route de Pré-Bois CP 4901215 Geneva 15P. +41 58 201 75 00F. +41 58 201 75 09www.cbr.edmond-de-rothschild.ch

Abroad

Affiliate

France

BeCitizen3, Allée Verte75011 ParisP. +33 1 40 21 10 50F. +33 1 40 21 10 60www.becitizen.com

COGIFRANCEFrance

COGIFRANCE47, rue du Faubourg Saint-Honoré75408 ParisP. +33 1 40 17 25 25F. +33 1 40 17 24 02

Other Edmond de Rothschild Group companies

132 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA

All rights reservedDesign and production: Théorème SA, CH-1205 Geneva, www.theoreme.chPrinted by: Atar Roto Presse SA, CH-1214 Vernier/Geneva, www.atar.ch

Photo credits:

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This is an English translation of the original document in French which may be obtained from the Bank. In the event of a discrepancy between the English and French versions, the French one shall prevail.