WIXLIB

Equinox Credit Funding Public Limited CompanyPage 3Directors’ report (continued)Principal activities and business review (continued)As a result of lock outI.All of the credit strategy units held in respect of the debt securities issued are deemed to be redeemed;2,No further notional subscriptions for credit strategy units are made in respect of the debt securities issued;3.the Nute Reference Portfolio NAV for the debt securities issued are deemed to be zero for the remainder of the tenn of the debt securitiesissued:4.No further conditional coupon amounts will be payable for the remainder of the term of the debt securities issued; andSubject to the occurrence of an early redemption date, a mandatory redemption date or a repurchase settlement date, the debt securities5.issued are to be repaid on the maturity date at a lump sum amount that is the sum of the principal protection amount (nominal value of thedebt securities issued) and any Lock-Out excess amount calculated in respect of the debt securities issued.General information regarding the Company is further described in note Ito the financial statements.Dearsche Bank DowngradeDeutsche Bank AG, London acted as custodian (the “Custodian”) and agent (the ‘Agent”) in respect of every Series of debt securities issued by theCompany. In respect of Series 2007-P. the swap counterparty is subject to minimum credit rating requirements (a “Minimum Rating RequirementProvision”) from one or more rating agencies like Standard & Poor’s Rating Services (“S&P”) and Moody’s. Pursuant to the Minimum RatingRequirement Provision, in the event that the Custodian and Agent ceases to have the minimum prescribed credit ratings it is required to takecertain remedial action till maturity. Such remedial action may include providing on a collateral in respect of its obligations pursuant to theapplicable swap agreement(s).On or about 19 December 2008, S&P downgraded the long-term credit ratings of Deutsche Bank AG, London Branch from AA-’ to “A ” andthe short-lenn credit ratings of Deutsche BankAG, l.ondon Branch l’rom A-l ” to”A-l” (the”S&P Downgrade”).On 29 July 2014, Moody’s further downgraded the long-term credit ratings of Deutsche Bank AG, London Branch from “A2” to ‘A3” and theshort-term credit ratings of Deutsche Bank AG, London Branch from “P-I” to P-2” (the ‘Moody’s Downgrade”). Pursuant to the terms of asupplemental trust deed (the “Supplemental Trust Deed”), as a result of the downgrade, Deutsche Bank AG, London Branch, then in its capacityas Custodian, was obliged to take ccrtain action to remedy the downgrade and it elected to novate and transfer all of its rights and obligations inrespect of Series 2007-P. from and including 24 April 2015 (the “Effective Date”) to ‘the Bank of New York Mellon (the new “Deposit Bank”,“Custodian” and “Agent”) which met the specific criteria, specified under the agency agreement (the “Agency Agreement”).Both S&P’s and Fitch further downgraded both the long-term and short-term credit ratings of Deutsche Bank AG, London in 2015. As a result ofcredit rating downgrades in previous years, Deutsche Bank AG. London Branch, in its capacity as Custodian, has transferred all of its rights andobligations to The Bank of’New York Mellon, in its capacity as the new Custodian. Therefore, the further credit rating downgrade in 2015 did nothave any impact on the Company.In 2016. Fitch further downgraded the long-term credit rating of Deutsche Bank AG, London Branch. As the Bank of New York Mellon hadalready taken the role of the new Custodian since 2015, therefore, the further credit rating downgrade in 2016 did not have any impact on theCompany.lie debt securities issued ore listed on the main securities market of the Irish Stock Exchange.Key performance indicatorsDuring the financial year, the Company’s net gain from receivable under total return swap antounted to FUR 87,707 (2015: FUR 150,694); the Company’s net loss on debt securities issued amounted to FUR 22,208 (2015: FUR 89,994); the structure performed in accordance with the parameters set out in the multi-issuance programme and the performance is consideredsatisfactory; and as per the conditions specified in the offering circular (the “Offering Circular”), the Company has on option to redeem its Series of debtsecurities issued early.As at 30 September 2016; the Company’s total fair value of debt securities issued was EUR 8,148,888 (2015; EUR 8,126,680); the net assets were FUR 50,500 (2015: FUR 50,500); the Company had the following Series of deht securities in issue:NominalCCYMaturity dateType of pon2007-I’Sarasin Equinox Credit Strategy Zero CouponNotesNotesThe debi securities issued are leveraged investment for debt security holders. Each credit strategy comprises a notional portfolio ofreference assets which may be CDS assets, index assets or index tranche assets under which a notional portfolio may be used to buyprotection from or sell protection to the reference asset counterparty in respect of the referenced entities. Notional holders of credit strategyunits have exposure to the credit of any referenced entities referenced by the referenced assets included in the notiunal portfolio of therelevant credit strategy.

Equinox Credit Funding Public Limited CompanyDirectors’ report (continued)Page 4Credit eventsNit credit events occurred during the financial year that need disclosure in these financial statements,Future developmentsThe directors expect that the present level of activity will be sustained for the tñreseeahle future until such time as the one exisling series is eitherredeemed or mature. The Board will continue to seek new opportunities for the Company and has no intention to liquidate the Company in theforeseeable future.Going concernthe Company’s financial statements for (he financial year ended 30 September 2016 have been prepared on a going concern basis. The assettransaction is referenced with a specific Note, and any loss derived from the asset will be ultimately borne by the debt securities holders. The debtsectirities issued in issue as at 30 September 2016 have maturity to 2017 and the directors are still looking for future opponunides. For thesereasons, the directors believe that the going concern basis is appropriate.Business risks and principal uncertaintiesiThe Company is subject 10 various risks. The key risks facing the Company are set out in note 1 7 to the financial statements.Results and dividends for the financial year‘flic results for the financial year are set out on page 10. The directors do not recommend the payment of a dividend for the financial year (2015:EU It Nil).Directors, secretary and their interestsNone of the directors and secretary who held office on Ot October 2015 and 30 September 2016 held any shares in the Company at that date, orduring he financial year. Except for the Administration agreement entered into by the Company with Deutsche International Corporate Services(Ireland) Limited, there were no contracts of any significance in relation to the business of the Company in which the directors had any interest, asdefined in Section 309 of the Companies Act 2014, at any time during the financial year.Change in directors, secretary and registered office during the financial yearOn 21 December 2015, Adrian Bailie resigned as director of the Company and on the same date. Margaret Kennedy was appointed as director ofthe Company. There were no other changes in directors, secretary and registered ornce during the firancial year.Share, and shareholdersThe tuthorised share capital of the Company is EUR 40,000. which have been fully called for and paid up. The principal shareholders in theCuinpany are BADB Charitable Trust Limited, Eutydice Charitable Trust Limited and MEOB Charitable Trust Limited, each holding 13,332shares. In addition. Anthony Walsh, NiaIl Horgan, Turlough Galvin and William Prentice hold one share each in the Company. All shams are heldunder the tenns of declarations of trust under which the relevant share trustee holds the issued shares of the Company on trust for a charity. TheShare Trustee has no beneticial interest in and derives no benefit from its holding of the shares. There am no other rights that pertain to the sharesand the sharel,olders.()perttional riskOperational risk is the risk of direct or indirect loss arising from a wide variety olcauses associated with the Company’s processes, personnel andintratructuro, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirementsand generally accepted standards of corporate behaviour. Operational risk arises from all of the Company’s operations.Flic Company was incorporated with the purpose of engaging in those activities outlined in the preceding paragraphs. All management andadministration functions are outsourced to Deutsche International Corporate Services (Ireland) Limited.Corporate Governance StatementI,it,odiectio,i[he Company is subject to arid complies with Irish Statute comprising the Companies Act 2014 and the Listing rules of the Irish Stock Exchangewhich are applicable to the debt listed companies. The Company does not apply additional requirements in addition to those required by theabove, Each of the service providers engaged by the Company is subject to their own corporate governance requirements.Iopc,,,LsaI Repairing ProcessThe Board of directors (the “Board”) is responsible for establishing and maintaining adequate internal control and risk management systems of meCompany in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of failure to achieve theLompany’s financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Equinox Credit Funding Public Limited CompanyPage 5Directors’ report (continued)Corporate Governance Statement (continued)Hnancial Reporting Process (continued)The Board has established processes regarding internal control and risk management systems to ensure its effective oversight of the financialreporting process. These include appointing the Administrator, Deutsche International Corporate Services (Ireland) Limited, to maintain theaccounting records of the Company independently of Deutsche Bank AG, London Branch, (the Arranger) and The flank otNew York Mellon(the “Custodian”). The Admioistrawr is contractually obliged to maintain adequate accounting records as required by the CorporateAdministration agreement. To that end the Administrator performs reconciliations of its records to those of the Arranger and the Custodian. TheAdministrator is also cotitractually obliged to prepare for review and approval by the Board the annual report including financial statementsititended to give a true and lair view. Listed debt SPVs prepare annual financial statements which would have been reviewed by the board ofdirectors before approving these.The Board evaluates and discusses significant accounting ond reporting issues as the need arises. From time to time the Board also examines andevaluates the Administrator’s financial accounting and reporting routines and monitors and evaluates the external auditors’ performance,qualifications and independence. The Administrator has operating responsibility for internal control in relation to the financial reporting processand the Administrator’s report to the Board.Risk ,‘l.swessrnentThe Board is responsible for assessing the risk of irregularities whether caused by fraud or error in financial reporting and ensuring the processesare in place for the timely identification of internal and external matters with a potential effect on financial reporting. The Board has also put inplace processes to identify changes in accounting rules and recommendations and to ensure that these changes are accurately reflected in theCompany’s financial statements. More specifically:The Administrator has a review procedure in place to ensure errors and omissions in the financial statements are identified and corrected.Regular training on accounting mles and recommendations is provided to the accountants employed by the Administrator.Accounting bulletins, issued by Deutsche flank AG, London, an entity related to Deutsche International Corporate Services (Ireland) Limited,are distributed monthly to all accountants employed by the Administrator.---Control Activities[he Administrator is contractually obliged to design and maintain control structures to manage the risks which the Board judges to be significantfor internal control over financial reporting. These control structures include appropriate division of responsibilities and specific control activitiesaimed at detecting or preventing the risk of significant deficiencies in financial reporting for every significant account in the financial statementsand the related notes in the Company’s financial statements.Monitoringfhe Board has an annual process to ensure that appropriate measures are taken to consider and address the shortcomings identified and measuresrecommended by the indcpendcnt auditors.Given (he contractual obligations on the Administrator, the Board has concluded that there is currently no need for the Company to have aseparate internal audit function in order tar the Board to perform effective monitoring and oversight of the internal control and risk managementsystems of the Company in relation to the financial reporting process.Capital StructureThe Company is not subject to the European Communities (Takeover Bids (Directive 2004/251EC)) Regulations 2006 and therefore not requiredto include information relating to voting rights and other tnatters required by those Regulations and specified by the Companies Act 2014.The principal shareholders in the Company are Eurydice Charitable Trust Limited, MEDB Charitable Trust Limited and BABD Charitable TrustLitnited. each holding 13,332 shares. Other than that, no person has a significant direct or indirect holding of securities in the Company. Noperson has any special rights of contrul over the Company’s share capital.[he directors confirm that share trustees have entered into a share trust agreement whereby they have agreed not to exercise their voting rights.With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, Irish Statute comprising theCompanies Act 2014 and the listing rules of the Irish Stock Exchange. The Articles of Association themselves may be amended by specialresolutiott of the shareholders.Powers of dire ctors‘[lie Board is responsible for managing the business affairs of the Company in accordance with the Articles of Association. The directors maydelegate certain functions to the Administrator and other parties, subject to the supervision and direction by the directors. [he directors havedelegated the day to day administration of the Company to the Administrator.

Equinox Credit Funding Public Limited CompanyPage6Directors report (continued)Corporate Governance Statement (continued)Audit committeeI he sole business of the Company related to the issuing of asset-backed debt sceuritics. In omc series, it entersout interest rate, currency and portfolio default risk exposure arising between asset and liability mismatches.intocertain derivatives to hedgeUnder Section 115 ((0) of SI 3(2/2016 (the EU Audit Directive) (the’Regulation&), such a Company may avail itself of an exemption from therequirements to establish an audit committee.Given the contractual obligations of the Admi:nswator and the limited recourse nature of the securities issued by the Company, the Board ofDirectors has concluded that there is currently no need for the Company to have a separate audit committee in order for the Board to performetThciive munitoring and oversight of the internal control and risk management systems of the Company in relation to the financial reportingprocess. Accordingly, the Company has availed itself of the exemption under paragraph 10(c) of the Regulations.Accounting recordsThe directors believe that they have complied with requirements of sections 281 to 285 of the Companies Act 2014 with regards to keepingadequate accounting records by employing accounting personnel with appropriate experience and expertise and by providing services to thefinancial function. The accounting records of the Company an maintained at Pinnacle 2, Eostpoint Business Park, Dublin 3, Ireland.Political donationsihe Electoral Act, 1997 (as amended by the Electoral Amendment Political Funding Act, 2012) requires companies to disclose all politicaldonations over 200 in aggregate made during a financial year. The directors, on enquiry, have satisfied themselves that no such donations inexcess of this amount have been made by the Company during the financial year ended 30 September 2016.Suh.cquent eventsSubsequent events have been disclosed in note 21 to the financial statements.Independent auditorKl’%lG Chattered Accountants. Statutory Audit Firm, have been appointed as auditors in accordance with Sections 383(2) of the Companies Act2014 br the financial year and have signified their willingness to continue in office.Each director at the date of approval of this report confirms that:so far as the directors are aware, there is no relevant aodit information of which the Company’s auditors are unaware; and the directors have taken all steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of this inlbrmation.Directors’ Compliance StatementThe Directors confirm that:Act 2014;they have, to the best of their knowledge, complied with iLs relevant obligations as defined in section 225 of the Companies respects by videarelevant arrangements and structures have been put in place that the advtce cturesondarrangementswhichobligations,Company with its relevant‘v appears to theone or more than one person employed by the Company or retained by it under a contract for services, being a personobligations: anddirectors to have the requisite knowledge and experience to advise the Company on compliance with its relevant the arrangements and structures in place, are reviewed on an annual basis.On behalf of the boardrNBrian BradyDirector\/oate:7\N 2i2 \CMargaret KennedyDirector

Equinox Credit Funding Public Limited CompanyPage 7Directors responsibilities statement1 he directors are responsible for preparing the Directors’ report and financial statements in accordance with applicable law and regulations.Irish Company law requires the directors to prepare linancial statements for each financial year. Under the law, the directors have elected toprepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union Cil’RSs”).Under Compan law, the directors must not approve the financial statements unless they am satisfied that they give a true and fair view of theassets. iiubilities and financial position of the Company as at Ihe financial year end date and of the profit or loss of the Company for the financial)ear ended 30 September 2016 and othenvise comply with the Companies Act 20)4.In preparing the financial statements, the directors are required to:select suitable accounting policies and then apply them consistently; make jutigements and estimates that are reasonable and prudent;theslate whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained infnancial statements: andin business.prepare the financial statements on Lhc going concern basis unless it is inappropriate to presume that the Company will continuethe”)The directors are also required by the Transparency (Directive 2001/109/EC) (Amendment) (No.2) Regulations 2015 (the ‘Regulations ),updated transparency Rules (thedcscriplion of the principal risks and uncertainties facing the Company.the linancial positionThe Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any timeAct 2014. Theyof the Company and enable them to ensure that its financial statements comply with IFRS as adopted by EU and the Companiesand tothemopenhave general responsibility for taking such steps as are reasonablyrequirementsof herfraud andCompanies Act 2014.Responsibility Statement, in accordance with the Transparency Regulationsof each person’s knowledge andEach of the Directors, whose names are listed on page I of these financial statements confirm that, to the bestbelie ftELI, give a true and fair view of the assets, liabilities andthe financial statements preçared in accordance with IFRS as adopted by the financialar then ended; andfortheresultitsand2016Scptemberfinancial position of the Company at JOofdevelopment and performance of the business ontainedthe Directors’ Report faces.the position of the Company. together with a description of the principal risks and uncertainties that itOn behalf of the boardBrion ttnnlyDirectorS)Margaret KennedyDirector

KPMGAudit1 Harbourmaster PlaceI FSCDubUn 1Dcl F6F5IrelandTelephoneFaxInternet 353 1 410 1000 353 1 412 1122www.kpmgieINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EQUINOX CREDIT FUNDING PUBLICLIMITED COMPANYWe have audited the financial statements (“financial statements”) of Equinox Credit Funding Plc. for the year ended 30September 2016 which comprise financial statements and the related notes. The financial reporting framework that hasbeen applied in their preparation is Irish law and International Financial Reporting Standards (IFRS) as adopted by theEuropean Union. Our audit was conducted in accordance with International Standards on Auditing (ISAs) (UK & Ireland).Opinions and conclusions arising from our auditI Our opinion on the financial statements is unmodifiedIn our opinion the financial statements: give a true and fair view of the assets, liabilities and financial position of the Company as at 30 September 2016and of its profit/(loss) for the year then ended: have been properly prepared in accordance with IFRS as adopted by the European Union: and have been properly prepared in accordance with the requirements of the Companies Act 2014.2 Our conclusions on other matters on which we are required to report by the Companies Act 2014 are set outbelowWe have obtained all the information and explanations which we consider necessary for the purposes of our audit.In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readilyand properly audited and the financial statements are in

Jan 30, 2017 · Cab iffleely Dublin IS Ireland. Equinox Credit Funding Public Limited Company Page 2 . Agent”) to be equal to the Nole Reference Portfolio NAV less the principal protection value at that time, was equal to or less than 2% of the ou