FİNANS FAKTORİNG HİZMETLERİ ANONİM ŞİRKETİ FINANCIAL STATEMENTS DATED DECEMBER 31, 2012

Transcription

1 FİNANS FAKTORİNG HİZMETLERİ ANONİM ŞİRKETİ FINANCIAL STATEMENTS DATED DECEMBER 31, 2012

2 Deloitte DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Sun Plaza Bilim Sok. No:5 Maslak, Şişli Istanbul, Turkey Phone: +90 (212) Fax:+90 (212) INDEPENDENT AUDIT REPORT To Board Of Directors Of Finans Faktoring Hizmetleri A.Ş. We have audited the balance sheet of Finans Faktoring Hizmetleri A.Ş. (the Company ) dated as well as its income statement, cash flow statement, statement of changes in shareholders equity corresponding to the year ended at the said date, and a summary of the important accounting policies and other explanatory notes. Explanation about the Responsibility of the Company s Board of Directors: The Board of Directors of the Company is responsible for establishing an internal control system, selecting and applying appropriate accounting policies with a view to ensuring that the financial statements, subject-matter of this report, are prepared and presented without any material misinformation which might be incorporated by mistake or abuse and are compliant with the Communiqué on the Form and Content of Uniform Accounting Plan and Prospectus of, and Financial Statements to be Disclosed to Public by, Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated May 17, 2007, and number and Turkish Accounting Standards, Turkish Financial Reporting Standards, other regulations, communiqués, and directives published with regards to accounting and financial reporting standards by the Banking Regulation and Supervision Agency as well as the statements made by the Banking Regulation and Supervision Agency. Explanation about the Responsibility of the Authorized Audit Institution: In our capacity as the institution carrying out the independent audit, we have the responsibility to state an opinion about the financial statements audited. Our audit has been carried out in accordance with the Regulation on Authorization and Activities of Institutions carrying out Independent Audits at Banks promulgated on the Official Gazette dated November 1, 2006 and number as well as the international audit standards. The independent audit was planned and implemented to provide reasonable assurance that the financial statements do not include a material mistake. During the independent audit, audit techniques were applied to collect audit evidences about the amounts contained in the financial statements, explanations and footnotes to the financial statements; these techniques were left to the discretion of the independent auditors whom we employed, however, the appropriate audit techniques were selected having regard to the effectiveness of internal controls in the preparation and presentation process of financial statements and after an evaluation of the accounting policies applied. However, our purpose is not to provide an opinion about the effectiveness of the internal control systems, but to set forth the relationship between the financial statements prepared by the Company management and the internal control system with a view to designing the independent audit techniques in accordance with the conditions prevailing. Sufficient and appropriate audit evidences were obtained to create the independent audit opinion below.

3 Independent Audit Opinion: In our opinion, the attached financial statements properly reflect, in any material aspect, the financial position of Finans Faktoring Hizmetleri A.Ş. as of as well as its operating results and cash flows for the year ended at said date in accordance with the regulations, communiqués, and directives published by the Banking Regulation and Supervision Agency with regards to accounting and financial reporting principles and the explanations made by the Banking Regulation and Supervision Agency. Istanbul, 29 March 2013 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED Müjde Şehsuvaroğlu Responsible Partner, Chief Auditor, Certified Public Accountant (Signed)

4 TABLE OF CONTENTS PAGE Balance Sheet 1-2 Memorandum Accounts Table 3 Income Statement 4 Statement of Income and Expense Items Recognized in Shareholders Equity 5 Statement of Changes in Shareholders' Equity 6 Cash Flow Statement 7 Profit Distribution Table 8 Footnotes About Financial Statements 9-52

5 BALANCE-SHEET DATED DECEMBER 31, 2012 (FINANCIAL CONDITION STATEMENT) (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED CURRENT PERIOD PREVIOUS PERIOD ASSETS (31/12/2012) (31/12/2011) Not TL FX Total TL FX Total e: I. CASH ASSETS II. FINANCIAL ASSETS REFLECTED AT FAIR VALUE THROUGH LOSS/PROFIT (Net) 2.1 Financial Assets Held-For-Trading Financial Assets at Fair Value Through Loss/Profit Derivative Financial Assets Held-For-Trading III. BANKS ,177 1, ,914 20,623 IV. RECEIVABLES FROM REVERSE REPO TRANSACTIONS V. AVAILABLE-FOR-SALE FINANCIAL ASSETS (Net) VI. FACTORING RECEIVABLES 7 359,805 2, , ,775 3, , Discounted Factoring Receivables 251, , , , Domestic 257, , , , Foreign Unearned Incomes (-) (5,718) - (5,718) (6,813) (6,813) 6.2 Other Factoring Receivables 107,861 2, ,545 49,874 3,944 53, Domestic 107, ,861 49,874-49, Foreign - 2,684 2,684-3,944 3,944 VI. FINANCING LOANS Consumer Loans Credit from Profit Installment Credit Cards VI. LEASING TRANSACTIONS Receivables from Leasing Transactions Financial Leasing Receivables Operating Lease Receivables Other Unearned Incomes (-) Investments in Progress Subject-matter of Leasing Advances Given for Leasing Transactions VII. NON-PERFORMING LOANS 8 4,762-4,762 3, , Non-Performing Factoring Loans 7,698-7,698 4,576 3,388 7, Non-Performing Finance Loans Non-Performing Loans of Leasing Transactions Special Provisions (-) (2,936) - (2,936) (766) (3,294) (4,060) VIII. DERIVATIVE FINANCIAL ASSETS HELD-FOR-HEDGING Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges IX. INVESTMENTS HELD TO MATURITY (Net) X. SUBSIDIARIES (Net) XI. AFFILIATES (Net) XII. JOINT VENTURES (Net) XIII. TANGIBLE FIXED ASSETS (Net) XIV. INTANGIBLE FIXED ASSETS (Net) Goodwill Other XV. DEFERRED TAX ASSET 13 3,690-3,690 1,583-1,583 XVI. ASSETS HELD-FOR-SALE AND ASSOCIATED WITH DISCONTINUED OPERATIONS (NET) 16.1 Held-for-Sale Associated with Discontinued Operations XVII. OTHER ASSETS TOTAL ASSETS 369,920 3, , ,579 23, ,570 The footnotes attached are an integral part of these financial statements.

6 BALANCE-SHEET DATED DECEMBER 31, 2012 (FINANCIAL CONDITION STATEMENT) (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) LIABILITIES Note: THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED CURRENT PERIOD (31/12/2012) INDEPENDENTLY AUDITED PREVIOUS PERIOD (31/12/2011) TL FX Total TL FX Total I. DERIVATIVE FINANCIAL OBLIGATIONS HELD-FOR-TRADING 2,369-2, II. LOANS RECEIVED ,469 53, , ,144 81, ,475 III. FACTORING PAYABLES IV. PAYABLES DUE FROM LEASING TRANSACTIONS Financial Leasing Debts Operating Lease Payables Other Deferred Financial Leasing Expenses (-) V. SECURITIES ISSUED (Net) Bills Asset-Backed Securities Bonds VI. VARIOUS DEBTS VII. OTHER LIABILITIES VIII. DERIVATIVE FINANCIAL OBLIGATIONS HELD-FOR-HEDGING Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges IX. TAXES PAYABLE AND LIABILITIES X PROVISION FOR LIABILITIES AND EXPENSES 1,821-1,821 1,813-1, Provision for Restructuring Provision for Employee Benefits Obligation 19 1,277 1,277 1,116 1, Other Provisions XI. TAX DEBT DEFERRED XII. DEBTS OF FIXED ASSETS HELD-FOR-SALE AND ASSOCIATED WITH DISCONTINUED OPERATIONS (NET) 12.1 Held-for-Sale Associated with Discontinued Operations XIII. QUASI-CAPITAL LOANS XIV. SHAREHOLDERS EQUITY 26,923-26,923 23,380 23, Paid-in Capital 20 20,000 20,000 20,000-20, Capital Reserves Share Issuance Premiums Share Cancellation Profits Securities Valuation Differences Revaluation Differences of Tangible and Intangible Fixed Assets Bonus Shares for Affiliates, Subsidiaries and Jointly-Controlled Subsidiaries Hedging Valuation Differences (Effective portion) Accumulated Valuation Differences of Non-current Assets Held-for-Sale and Associated with Discontinued Operations Other Capital Reserves Profit Reserves Legal Reserves Statutory Reserves Extraordinary Reserves Other Profit Reserves Profit or Loss 6,883-6,883 3,340-3, Profit or Loss for the Previous Years 3,340 3,340 1,880 1, Net Profit or Loss for the Period 3,543 3,543 1,460-1,460 TOTAL LIABILITIES 320,396 53, , ,199 81, ,570

7 MEMORANDUM (OFF-THE-BALANCE-SHEET) STATEMENTS AS OF DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) MEMORANDUM ACCOUNT ITEMS Note: THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED Current Period ( ) Previous Period ( ) TL FX Total TL FX Total I. FACTORING TRANSACTIONS WITH RISK UNDERTAKEN 3,105 10,050 13, ,161 2,555 II. FACTORING TRANSACTIONS WITHOUT RISK UNDERTAKEN 38,639 10,829 49, ,412 17, ,433 III. GUARANTEES RECEIVED 2,316, ,605 2,427,429 1,420, ,926 1,587,579 IV. GUARANTEES GIVEN V. COMMITMENTS Irrevocable Commitments Revocable Commitments Leasing Commitments Financial Leasing Commitments Operating Lease Commitments Other Revocable Commitments - VI. DERIVATIVE FINANCIAL INSTRUMENTS 4 37,525 34,805 72,330 45,363 49,517 94, Derivative Financial Instruments Held-for-Hedging Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges Trading Transactions 37,525 34,805 72,330 45,363 49,517 94, Forward Trading Transactions Swap Trading Transactions 37,525 34,805 72,330 45,363 49,517 94, Trading Option Transactions Futures Trading Transactions Other VII. SECURITIES IN CUSTODY 175,393 51, , ,843 46, ,831 TOTAL MEMORANDUM ACCOUNTS 2,572, ,697 2,789,934 1,754, ,612 2,037,444

8 INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) INCOME AND EXPENSE ITEMS Note: THOUSAND TURKISH LIRA I. INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED CURRENT PERIOD (1/1-31/12/2012) PREVIOUS PERIOD (1/1-31/12/2011) MAIN ACTIVITY INCOMES 44,774 33,803 FACTORING INCOME 25 44,774 33, Interests Charged for Factoring Receivables 38,766 27, Discounted 29,698 23, Other 9,068 4, Fees and Commissions Charged for Factoring Receivables 6,008 5, Discounted 4,023 4, Other 1,985 1,170 INCOME FROM FINANCE LOANS Interests Charged for Finance Loans Fees and Commissions Charged for Finance Loans - - LEASING INCOME Financial Leasing Incomes Operating Lease Incomes Fees and Commissions Charged for Leasing Transactions - - II. MAIN ACTIVITY EXPENSES (-) 26 (10,125) (8,527) 2.1 Payroll Expenses (6,564) (5,628) 2.2 Expense of Provision for Severance Pay (27) (17) 2.3 Research and Development Expenses General Operating Expenses (3,500) (2,742) 2.5 Other (34) (140) III. OTHER ACTIVITY INCOMES 27 13,494 20, Interests Charged to Banks Interests Charged for Reverse Repo Transactions Interests Charged for Securities For Financial Assets Held-For-Trading Financial Assets at Fair Value Through Loss/Profit From Financial Assets Held-for-Sale From Investment Held-to-Maturity Dividend Income Profit from Capital Market Transactions From Derivative Financial Transactions Other Profit from Exchange Transactions 13,000 19, Other IV. FINANCIAL EXPENSES (-) 28 (23,045) (19,781) 4.1 Interests Payable to Loans Used (22,799) (19,693) 4.2 Interests Payable to Debts of Factoring Transactions Financial Leasing Expenses Interests Payable to Securities Issued Other Interest Expenses Fees and Commissions Payable (246) (88) V. SPECIAL PROVISIONS FOR NON-PERFORMING LOANS (-) 8 (5,052) (4,107) VI. OTHER OPERATING EXPENSES (-) 29 (16,431) (19,197) 6.1 Securities Impairment Expense Impairment Expense of Financial Assets Classified at Fair Value Through Loss/Profit From Financial Assets Held-for-Sale From Investment Held-to-Maturity Fixed Assets Impairment Expenses Tangible Fixed Assets Impairment Expenses Impairment Expenses of Non-Current Assets Held-for-Sale and Discontinued Operations Goodwill Impairment Expense Other Intangible Fixed Assets Impairment Expenses Affiliates, Subsidiaries and Joint Ventures Impairment Expenses Loss due from Derivative Financial Transactions (3,093) Loss due from Exchange Transactions (13,338) (19,197) 6.5 Other VII. NET OPERATING P/L (I+...+V1) 3,615 2,668 VIII. AMOUNT OF SURPLUS RECORDED AS INCOME AFTER MERGER - - IX. NET MONETARY POSITION PROFIT/LOSS - X OPERATIONS-IN-PROGRESS PRE-TAX P/L (VII+VIII+IX) 3,615 2,668 XI. PROVISION FOR TAXES OF OPERATIONS-IN-PROGRESS (±) 30 (72) (1,208) 11.1 Provision for Current Taxes (2,179) (1,666) 11.2 Expense Effect of Deferred Tax (+) Income Effect of Deferred Tax (+) 2, XII. OPERATIONS-IN-PROGRESS NET P/L FOR THE PERIOD(X±XI) 3,543 1,460 XIII. EXPENSES FROM DISCONTINUED OPERATIONS Incomes of Fixed Assets Held-for-Sale Affiliates, Subsidiaries and Joint Ventures Sales Profits Other Discontinued Operations Income - _ XIV. EXPENSES FROM DISCONTINUED OPERATIONS (-) Expenses of Fixed Assets Held-for-Sale Affiliates, Subsidiaries and Joint Ventures Sales Losses Other Discontinued Operation Expenses - XV. DISCONTINUED OPERATIONS PRE-TAX P/L (XIII-XIV) - _ XVI. PROVISION FOR TAXES OF DISCONTINUED OPERATIONS (±) Provision for Current Taxes Expense Effect of Deferred Tax (+) Income Effect of Deferred Tax (+) - - XVII. DISCONTINUED OPERATIONS NET P/L FOR THE PERIOD(XV±XVI) - XVIII. NET PROFIT /LOSS FOR THE PERIOD (XII+XVII) 3,543 1,460

9 STATEMENT OF INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY FOR THE YEAR ENDED DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY Note: THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED CURRENT PERIOD PREVIOUS PERIOD (1/1-31/12/2012) (1/1-31/12/2011) I. ITEMS INCLUDED IN SECURITIES REVALUATION SURPLUS FROM THE AVAILABLE- FOR-SALE FINANCIAL ASSETS 1.1 Net Change in Fair Value of Available-for-Sale Financial Assets Net Change in Fair Value of Available-for-Sale Financial Assets (Transfer to Profit-Loss) - II. TANGIBLE FIXED ASSETS REVALUATION INCREASES - III. INTANGIBLE FIXED ASSETS REVALUATION INCREASES - IV. TRANSLATION DIFFERENCES FOR FOREIGN EXCHANGE TRANSACTIONS - - V. PROFIT/LOSS FOR DERIVATIVE FINANCIAL ASSETS HELD FOR CASH FLOW HEDGES 5.1 Fair Value Gain/Loss (Effective Part of Fair Value Changes) 5.2 Portion Reclassified and Shown on Income Statement - - VI. PROFIT/LOSS FOR DERIVATIVE FINANCIAL ASSETS HELD FOR OVERSEAS NET INVESTMENT HEDGES 6.1 Fair Value Gain/Loss (Effective Part of Fair Value Changes) Portion Reclassified and Shown on Income Statement - - VII. IMPACT OF CHANGES IN ACCOUNTING POLICY AND CORRECTION OF ERRORS - - VIII. OTHER INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY AS PER TAS IX. DEFERRED TAX FOR VALUATION DIFFERENCES - - X. NET INCOME/EXPENSE ACCOUNTED FOR DIRECTLY UNDER SHAREHOLDERS EQUITY (I+II+...+IX) XI. PROFIT/LOSS FOR THE PERIOD - - XII TOTAL PROFIT/LOSS ACCOUNTED FOR DURING THE PERIOD (X±XI)

10 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) CHANGES IN SHAREHOLDERS EQUITY THOUSAND TURKISH LIRA Paid-in Capital Unpaid-in Capital Share Issuance Cancellation Legal Reserves Statutory Extraordinary Other Net Profit/ Previous Year Securities Tangible and Intangible Bonus Shares from Risk Avoidance Accumulated Valuation Total Equity Inflation Adjustment Premiums decisions for Reserves Reserves Reserves (Loss) for the Profit /(Loss) Valuation Fixed Assets Revaluation Shareholders Funds Differences from Operations Difference the shares Period Difference Differences for Sale Suspended INDEPENDENTLY AUDITED PREVIOUS PERIOD (1/1-31/12/2011) I. Balance for the Previous Period ,220 (1,300) ,920 Changes within the Period II. Increase/Decrease due to Merger III. Valuation Differences of Hedge Transactions Cash Flow Hedge Overseas Net Investment Hedge IV. Securities Valuation Differences V. Tangible Fixed Assets Revaluation Differences VI. Bonus Shares from Affiliates, Subsidiaries and Joint Ventures VII. Securities Valuation Differences VIII. Rate Differences IX. Changes due to Disposal of Assets X. Changes due to Reclassification of Assets XI. Capital Increase II.1 In cash From Internal Sources XII. Share Issue XIII. Paid-in Capital Inflation Adjustment Difference XIV. Bonds Convertible to Stocks XV. Quasi Capital Loans XVI. Net Profit or Loss for the Period XVII. Profit Distribution (3,220) Dividend Distributed Amounts Transferred to Reserves (3,220) Other Balance at the end of the Period (I+II+III+...+XV+XVI+XVII) INDEPENDENTLY AUDITED CURRENT PERIOD (1/1-31/12/1(112) Balance for the Previous Period 20, Changes within the Period II. Increase/Decrease due to Merger Valuation Differences of Hedge Transactions Cash Flow Hedge Overseas Net Investment Hedge IV, Securities Valuation Differences V. Tangible Fixed Assets Revaluation Differences VI, Bonus Shares from Affiliates, Subsidiaries and Joint Ventures VII. Securities Valuation Differences VIII. Rate Differences IX. Changes due to Disposal of Assets X. Changes due to Reclassification of Assets XI. Capital Increase In cash From Internal Sources XII. Share Issue XIII. Paid-in Capital Inflation Adjustment Difference XIV. Bonds Convertible to Stocks XV. Quasi Capital Loans XVI. Net Period Profit or Loss , ,543 XVII. Profit Distribution İ7.I Dividend Distributed Amounts Transferred to Reserves (1,460) 1, Other Balance at the end of the Period (I+II+III+...+XV+XVI+XVII)

11 CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) Note: THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED CURRENT PERIOD PREVIOUS PERIOD (1/1-31/12/2012) (1/1-31/12/2011) A. CASH FLOWS REGARDING MAIN OPERATIONS 1.1 Operating Profit Before Changes in Assets and Liabilities Subject-matter of the Main Operation 7,829 9, Interests received 37,888 29, Interests Paid (25,425) (16,840) Dividends Received Fees and Commissions Received 25 6,008 5, Other Revenues Received Collections out of Illiquid Loans Written-off Cash Payments to Personnel and Service Providers (9,739) (13,702) Taxes Paid (1,741) (1,606) Other 456 5, Changes in Assets and Liabilities Subject-matter of the Main Operation (26,525) (40,709) Net (Increase) Decrease in Factoring Receivables (115,585) (40,045) Net (Increase) Decrease in Finance Loans Net (Increase) Decrease in Receivables Due From Leasing Transactions Net (Increase) Decrease in Other Assets (147) (58) Net Increase (Decrease) in Factoring Debts 151 (25) Net Increase (Decrease) in Payables From Leasing Transactions Net Increase (Decrease) in Loans Received 90,709 (522) Net Increase (Decrease) in Debts Due Net Increase (Decrease) in Other Debts (1,053) (59) I. Net Cash Flow From Main Operations (18,696) (31,061) B. CASH FLOWS REGARDING INVESTMENT OPERATIONS 2.1 Subsidiaries, Affiliates and The Other Investments Acquired Subsidiaries, Affiliates and Joint Ventures Disposed Of Securities and Real Estates Purchased (260) (282) 2.4 Securities and Real Estates Disposed Of Available-for-Sale Financial Assets Acquired Available-for-Sale Securities Acquired Securities Acquired for Investment Securities Sold for Investment Other - - II. Net Cash Flow From Investment Operations (260) (282) C. CASH FLOWS REGARDING FINANCE OPERATIONS 3.1 Cash Inflow from Loans and Issued Securities 3.2 Cash Outflow due to Loans and Issued Securities Issued Capital Instruments - 10, Dividend Payments Payments Relating to Financial Leasing Other - - III. Net Cash secured from Finance Operations - 10,000 IV. Effect of Changes in Exchange Rate on Cash and Cash Equivalents V. Net Increase (Decrease) in Cash and Cash Equivalents (18,946) (20,365) VI. Cash and Cash Equivalents at the beginning of the Period 5 20,622 40,987 VII. Cash and Cash Equivalents at the end of the Period 5 1,676 20,622

12 PROFIT DISTRIBUTION STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2012 (Unless otherwise specified, amounts have been expressed in thousand Turkish Lira ("TRY").) Note: THOUSAND TURKISH LIRA INDEPENDENTLY AUDITED INDEPENDENTLY AUDITED CURRENT PERIOD PREVIOUS PERIOD I. (31/12/2012) (31/12/2011) DISTRIBUTION OF PROFIT FOR THE PERIOD (*) 1.1 PROFIT FOR THE PERIOD 3,615 2, TAXES PAYABLE AND LEGAL OBLIGATIONS (-) (72) (1,208) Corporation Tax (Income Tax) (2,179) (1,666) Income Tax Withholding Other Taxes and Legal Obligations 2, A. NET PROFIT FOR THE PERIOD ( ) 3,543 1, LOSS FOR THE PREVIOUS PERIODS (-) 1.4 FIRST SERIES LEGAL RESERVE FUND (-) LEGAL FUNDS TO BE WITHHELD AND SAVED BY THE CORPORATION (-) (**) (2,107) (458) B. DISTRIBUTABLE NET PERIOD PROFIT [(A-( )] 1,436 1, FIRST DIVIDEND TO SHAREHOLDERS (-) _ To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates DIVIDEND TO PERSONNEL (-) DIVIDEND TO BOARD OF DIRECTORS (-) SECOND DIVIDEND TO SHAREHOLDERS (-) To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates SECOND SERIES LEGAL RESERVE FUND (-) STATUTORY RESERVES (-) EXTRAORDINARY RESERVES OTHER RESERVES SPECIAL FUNDS - - II. DISTRIBUTION FROM RESERVES RESERVES DISTRIBUTED 2.2 SECOND SERIES LEGAL RESERVES (-) DIVIDEND TO SHAREHOLDERS (-) To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates DIVIDEND TO PERSONNEL (-) DIVIDEND TO BOARD OF DIRECTORS (-) - - III. PROFIT PER SHARE TO OWNERS OF SHARES _ 3.2 TO OWNERS OF SHARES (%) TO OWNERS OF PREFERENTIAL SHARES TO OWNERS OF PREFERENTIAL SHARES (%) - - IV. DIVIDEND PER SHARE TO OWNERS OF SHARES 4.2 TO OWNERS OF SHARES (%) TO OWNERS OF PREFERENTIAL SHARES TO OWNERS OF PREFERENTIAL SHARES (%) - - (*) As of the date of this report, company s General Assembly Meeting pertaining to the year 2012 has not taken place. (**) Deferred tax income is not subject to profit distribution.

13 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 1. THE ORGANIZATION AND FIELD OF ACTIVITY OF THE COMPANY Finans Faktoring Hizmetleri A.Ş. (the "Company") was established on June 8, 2009 in Turkey, and started its operations in October The scope of activities of the Company includes factoring operations at home and abroad. The parent of the company is Finansbank A.Ş. with a shareholding interest of 99.99%. The Company has 58 employees as of December 31, 2012 (December 31, 2011: 50) The Company carries out its activities at its office located at the address: Büyükdere Caddesi No: 191 Apa Giz Plaza, Kat: 14,34330 Levent / Istanbul Turkey. 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS 2.1. Basic Principles Regarding Presentation The Company has accounted for its activities in accordance with the Turkish Accounting Standards and Turkish Financial Reporting Standards in the framework of the Communiqué on the Form and Content of Uniform Accounting Plan and Prospectus of, and Financial Statements to be Disclosed to Public by, Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated May 17, 2007, and number as well as in accordance with the regulations, communiqués and directives published by the Banking Regulation and Supervision Board with regards to accounting and financial reporting principles and the explanations made by the Banking Regulation and Supervision Agency. Provisions of the Communiqué on Procedures and Principles Regarding Provisions Set Aside for their Receivables by Financial Leasing, Factoring and Financing Companies promulgated on the Official Gazette dated July 20, 2007 and number which has been prepared in accordance with the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies published on the Official Gazette dated October 10, 2006 and Number were applied when accounting for the activities. Pursuant to Decree in force of Law numbered 660 that became effective on November, 2011 after being published in the Official Gazette, Supplementary Article 1 of Law numbered 2499 was revoked and Public Oversight, Accounting and Audit Standards Agency ("Agency ") was established. Therefore, the said situation will not give rise to a change in the Preparation Principles of Financial Statements as explained in the footnote to this financial statement as of the reporting date. Financial statements are prepared according to historical cost principle except for the revaluation of financial instruments. In determining the historical cost, the fair value of the amount paid for the assets is relied upon in general. Approval of financial statements: Financial statements were approved by the board of directors and a permission was given for the publication thereof on March 29, The General meeting has the authority to change financial statements. Currency Used The Company s financial statements are presented in the currency applicable in the basic economic environment where the Company is operating (functional currency). The financial condition and operating results of the Company are expressed in TL which is the presentation currency for the financial statements.

14 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.1. Basic Principles Regarding Presentation (continued) Comparative Information and Adjustment of the Financial Statements from Previous Periods In order to determine the financial position and performance trends, the financial statements of the Company are prepared in comparison with the previous periods. For purposes of consistency with the presentation of financial statements of the current period, comparative information are reclassified, where necessary, and material differences are explained. There is no condition that requires the company to make classification in the financial statements of previous period for compliance with the presentation of the financial statements of current period. 2.2 Changes in Accounting Policies The critical changes made in the accounting policies are applied retrospectively and the financial statements of the previous period are rearranged. The company has not made any critical changes in its accounting policy within the current year. 2.3 Changes and Errors in Accounting Estimates If the changes in the accounting estimations are related only to a particular period, they are applied in the current period when the change has taken place, if they are related to future periods, they are applied both in the period of change and in future periods. No critical change has occurred in the accounting estimates of the Company in the current year. 2.4 New and Revised International Financial Reporting Standards Details of the new and updated standards and comments which have been applied in these financial statements yet do not influence the reported amounts. New and revised standards affecting the Company s presentation and footnote explanations. Not Applicable. Standards applicable as of year 2012 but are not related to the Company s activities, changes in and interpretations of existing standards UFRS 7 (Changes) Presentation Transfer of Financial Assets Amendments made in IFRS 7 aimed to increase explanations of the footnotes concerning transfer of financial assets. Amendments made in IFRS 7 brings additional footnote obligations concerning transactions containing transfer of the financial assets. These amendments have been made to more transparently lay down risks exposed when transferor still continues its effect on a financial asset despite having been transferred. These amendments also bring additional explanations where financial asset transfers are not equally spread over the period. Company management believes that these amendments made in IFRS 7 will not have a substantial effect on footnotes of the Company. However, if the company makes financial asset transfers in the other types during the future periods, footnotes to be given in connection with these transfers may be added.

15 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards applicable as of year 2012 but are not related to the Company s activities, changes in and interpretations of existing standards (continued) IAS 12 (Amendments) Deferred Tax Recovery of Existing Assets Amendments made in IAS 12 will become effective on January 1, 2012 or as from fiscal periods beginning following such date. Pursuant to IAS 12, deferred tax of an asset must be calculated to the extent the carrying value of the asset is recovered after its use or sales. In cases where the asset is recognized using the fair value method specified in IAS 40 Investment Property standard, it may be a hard and subjective decision to decide whether the recovery of the carrying value is due to use or sale of the asset or not. The amendment in the standard has introduced a practical solution, saying that in such cases the option of recovery of the asset through sales must be selected. Since company does not have real estate for investment, amendment to Standard did not have an influence on the financial statements. Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards Company has not applied the following standards which are not effective yet and following amendments and comments brought to existing previous standards: IAS 1 (Amendments) Presentation of Other Comprehensive Income Items 1 IAS 1 (Amendments) Clarification of Obligations linked with Comparative Information Presentation 2 UFRS 9 Financial Instruments 5 UFRS 10 Consolidated Financial Statements 3 UFRS 11 Joint Contracts 3 UFRS 12 Disclosures regarding Shares in the Other Enterprises 3 UFRS 13 Actual Value Measurements 3 UFRS 7 (Amendments) Presentation netting of Financial assets and financial obligations UFRS 9 and UFRS 7 (Amendments ) UFRS 9 and Compulsory Effective Date for Explanations on Transition 5 UFRS 10, UFRS 11 and UFRS 12 (amendments ) Explanations regarding Consolidated Financial Statements, Joint Contracts, and Shares in Other Transactions: Rules of Transition 3 IAS 19 (2011) Benefits Offered to Employees 3 IAS 27 (2011) Individual Financial Statements 3 IAS 28 (2011) Investments in Affiliates and Business Partnerships 3 IAS 32 (Amendments) Netting of Financial assets and financial obligations 4 Amendments to UFRS Annual Improvements Apart from Amendments to IAS 1 Period 2009/ Effective as from financial periods starting on July 1, 2012 or following such date. 2 Annual Improvements beginning in May 2012, as part of the period , are effective as from January 1, 2013 or as from financial periods starting following such date. 3 Effective as from financial periods starting on January 1, 2013 or following such date. 4 Effective as from financial periods starting on January 1, 2014 or following such date. 5 Effective as from financial periods starting on January 1, 2015 or following such date.

16 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards (continued) IAS 1 (Amendments ) Presentation of the Other Comprehensive Income Items IAS I (Amendments) Presentation of Other Comprehensive Income Items will become effective on July 1, 2012 or as from fiscal periods beginning following such date. The said amendments re-define the comprehensive income statement and income statement. Pursuant to amendments to IAS 1, term 'comprehensive income statement' has been replaced as 'profit or loss and other comprehensive income statement' and term 'income statement' has been replaced as 'profit or loss statement". Pursuant to amendments to IAS l, explanations allowing presentation of profit or loss and the other comprehensive incomes either in the form of a single statement or two statements following one another remained same. However, the other comprehensive items of income are divided into two groups as per amendments to IAS I: (a) items which may not be re-classified to profit or loss subsequently and (b) items that will be re-classified to profit or loss subsequently when some special conditions are fulfilled. Taxes related to the other comprehensive income items will be spread in the same manner, the said amendments have not amended the explanations linked with the presentation of the comprehensive income items before tax or following deduction of tax. These amendments may be applied retrospectively. Except for the amendments related to abovementioned presentation, application of amendments to IAS 1 does not have an influence on profit or loss, the other comprehensive income and total comprehensive income. IAS 1 (Amendments) Presentation of Financial Statements (as part of the Annual Improvements Period as published in May 2012) Amendments to IAS 1 published as part of Annual Improvements Period published in May 2012 are effective as from January 1, 2013 or as from financial periods beginning following such date. An enterprise which makes a retrospective amendment to its accounting policies as per IAS 1 standard or retrospectively re-issues or re-classifies its financial statements must present the financial condition statement for the previous period (a third financial condition statement). Pursuant to amendments to IAS 1, in the event only retrospective application, re-issuance or re-classification has a substantial influence on the information consisting of the third financial condition statement of an enterprise, it must present a third financial condition statement and respective footnotes do not have to be presented along with the third financial condition statement. IFRS 9 Financial Instruments IFRS 9 published in November 2009 brings new obligations in connection with classification and measurement of the financial assets. IFRS 9 amended in October 2010 contains amendments related to classification and measurement of the financial obligations as well as removal of the same from the records.

17 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards (continued) IFRS 9 Financial Instruments (continued) Important amendments brought by IFRS 9 are as follows : IFRS 9, IAS Financial Instruments: Requires that all assets entered into records under Recognition and Measurement Standard be measured over amortized cost or fair value thereof following the initial recognition. Borrowing instruments investments which are held within scope of a management model aiming to collect the cash flows connected with the agreement and give rise to effecting of principal and interest payments related to principal balance on certain dates are generally measured over the amortized cost of the upcoming periods. Additionally, pursuant to IFRS 9 standard, enterprises may make a selection which is not allowed to be changed subsequently and is aimed at showing subsequent changes taking place in fair value of the equity investments within the other comprehensive income (not held for trading) within the other comprehensive income along with the dividend income recognized only within profit or loss. The most important effect of IFRS 9 on classification and measurement of financial payables is about recognition of change amount of financial payable associated with the changes in the loan risk (payables of which fair value difference are defined as reflected upon profit or loss ). Pursuant to IFRS 9, amount of change associated with changes in fair value of the financial obligation which take place in credit risk of the said obligation is presented in the other comprehensive income unless recognition method of the changes taking place in the credit risk of the obligation defined does not give rise to incorrect accounting match-up in the profit or loss or to an increase. Amount of the changes taking place in the actual amount of the financial obligation that can be associated with amendments taking place in the credit risk may not be classified to profit or loss subsequently. By contrast, pursuant to IAS 39, amounts of all changes taking place in the fair value concerning debts of which fair value difference is classified as reflected upon profit or loss used to be presented in the profit or loss. Company management predicts that application of IFRS 9 will have a substantial influence over the assets and obligations of the company in the future. However, until detailed inspections are over, it is not possible to reasonably estimate the said effect.

18 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards (continued) New and updated standards related to consolidation, joint contracts, affiliates and presentation of these In May 2011, five standards, namely, IFRS 10, IFRS 11, IFRS 12, IAS 27 (2011) and IAS 28 (2011) concerning consolidation, joint contracts, affiliates and presentation of these were published. Important amendments brought by these five standards are as follows : Portion of IFRS 10, IAS 27 "Consolidated and Individual Financial Statements" standard concerning financial statements has been realized. After publication of IFRS 10, comment of SIC -12 "Consolidation Enterprises Of Special Purpose " has been abolished. According to IFRS 10, there is only one principle: control. Also, IFRS 10 re-defines the control to cover three elements: (a) holding power over the enterprise it is investing in (b) being subject to variable returns due to relation with the enterprise it has invested in or its entitlement to such returns (c) having the ability to exercise its power over the enterprise in which it has invested in order to affect the amount of returns to be earned. Application guide covering different examples is attached to IFRS 10. IFRS 11, IAS 31 "Shares in Joint Ventures" standard has been fulfilled. IFRS 11 explains how joint contracts over which two or more than two parties have control must be classified. Following publication of IFRS 11, IFRIC 13 "Jointly Controlled Enterprises Non-Monetary Contribution Shares of Joint Venturers " comment has been revoked. Joint contracts under IFRS 11 are classified as joint activity or business partnership depending on rights and liabilities parties have over the contract. By contrast, there are three types of joint contract within scope of IAS 31: Jointly controlled enterprises, jointly controlled assets, and jointly controlled activities. Additionally, while business partnerships falling under scope of UFRS 11 have to be recognized by using equity management method, partnerships jointly controlled under scope of IAS 31 are recognized with equity method or proportional consolidation method. IFRS 12 is a standard related to presentation of footnotes, and applies to enterprises with subsidiaries, joint contracts, affiliates and/or unconsolidated structural companies. Footnote explanations that have to be given according to IFRS 12 are a lot more comprehensive than the current standards in general. Amendments to IFRS 10, 11 and 12 were published in June 2012 in order to explain some transition rules during first application of these standards.

19 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards (continued) IFRS 13 Fair Value Measurements IFRS 13 will be a single guide which contains fair value measurement and notes that have to be given in this regard. Standard defines fair value, draws the general framework related to measurement of the fair value, and establishes requirements of actual explanations to be given. Scope of IFRS 13 is wide; applies to financial items and non-financial items which the other standards allow to be measured over fair value in IFRS. In general, explanation requirements related to fair value calculations of IFRS 13 are more comprehensive than the existing standards. For instance, qualitative and quantitative explanations based on three level fair value hierarchy required for financial instruments alone and which comprise explanation requirement of IFRS 7 "Financial Instruments Explanations" standard will become obligatory for all assets and obligations within scope of IFRS 13. Along with early application option, IFRS 13 will be effective on January 1, 2013 or as from the fiscal periods beginning after such date. Management estimates that IFRS 13 will be applied in the financial statements of the company on January 1, 2013 or as from fiscal periods beginning after such date, application of such new standard may affect the financial statements and may give rise to presentation of more comprehensive footnotes related to financial statements. IFRS 7 and IAS 32 (Amendments) netting of Financial assets and financial obligations and explanations related to these Amendments to IAS 32 explain existing application subjects related to netting of financial assets and financial obligations. These amendments clarify terms such as 'entitled to right of entering an item in an account which can be legally applied in current period' and 'simultaneous accrual and payment. Pursuant to amendments to IFRS 7, enterprises need to explain a main netting contract or netting right related to financial instruments within scope of a similar contract and information related to respective contracts (for instance, provisions of sending a security ). Amendments made in IFRS 7 will become effective on January 1, 2013 or as from fiscal periods beginning following such date. These amendments have to be applied retrospectively for all comparable periods. However, amendments to IAS 32 will become effective on January 1, 2014 or as from fiscal periods beginning following such date on the condition of being applied retrospectively. Company management believes that application of amendments to IFRS 7 and IAS 32 will require more explanations be made in the upcoming future with regards to netting of financial assets and financial obligations.

20 (Unless otherwise specified, expressed in Thousand Turkish Lira ("Thousand TL").) 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.4 New and Revised International Financial Reporting Standards (continued) Standards not yet effective and not adopted to be applied earlier by the Company, changes and interpretations compared with previous standards (continued) IAS 19 Benefits Offered to Employees Amendments to IAS 19 amend accounting of defined benefit plans and lay-off compensation. The most important amendment is related to recognition of defined benefit obligations and plan assets. When amendments are changes in defined benefit obligations and fair value of plan assets, these amendments have to be entered into records and, thereby, revoking corridor management permitted under previous version of IAS 19 and accelerating recording of previous service costs. Amendments require net pension assets or liabilities to be shown in the balance sheet to be recognized as the other comprehensive income to all actuarial loss and earnings in order for them to reflect plan gap or surplus fully. In addition to this, instead of estimated yields gained from plan assets and interest expense explained in the plan assets as explained in the previous edition of IAS 19, a net interest amount has been used as calculated as a result of discount ratio applied to defined net benefit obligation or asset. Amendments to IAS 19 should be applied retrospectively. However, until detailed inspections are over, it is not possible to reasonably estimate the said effect. Annual Improvements Period as published in May 2012 Annual Improvements contain several amendments to IFRS. These amendments will apply as from fiscal periods starting on January 1, 2013 or at a later date. Amendments to IFRS are as follows: IAS 16 (amendments ) Fixed Tangible Assets; and IAS 32 (Amendments) Financial Instruments: Presentation IAS 16 (Amendments) Amendments to IAS 16 offer a clarification about requirement of classification of spare parts, hardware and service equipments as fixed tangible assets on the condition of meeting fixed tangible asset definition under IAS 16. Otherwise, these types of assets have to be classified as stock. Company management thinks that amendments to IAS 16 will not have a substantial influence on amounts reported in the financial statements. IAS 32 (Amendments) Amendments to IAS 32 specify distributions to the owners of equity instruments and income tax linked to the equity transactions cost have to be recognized according to IAS 12 Income Tax standard. Company management thinks that amendments to IAS 32 will not have a substantial influence on amounts reported in the financial statements.