İŞ FACTORING FİNANSMAN HİZMETLERİ ANONİM ŞİRKETİ FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008

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1 İŞ FACTORING FİNANSMAN HİZMETLERİ ANONİM ŞİRKETİ FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2008 (Translated into English from the Original Turkish Report).

2 CONVENIENCE TRANSLATION OF THE INDEPENDENT AUDITORS REPORT, FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2008 İş Factoring Finansman Hizmetleri A.Ş. The Board of Directors 1. We have audited the accompanying balance sheet of İş Factoring Finansman Hizmetleri A.Ş. ( the Company ) as at 2008, and the related statements of income, cash flows and changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes. Explanation Regarding The Responsibility of the Company s Board of Directors : 2. The Board of Directors of the Company is responsible for the preparation and fair presentation of the financial statements in accordance with the communiqué The Application of Uniform Chart of Accounts and its Guide Book for Financial Leasing, Factoring and Financing Companies and The Format of Financial Statements for Public Presentation published in the Official Gazette dated 17 May 2007 and numbered 26525, Turkish Accounting Standards, Turkish Financial Reporting Standards and other regulations, communiqués, and circulars announced by the Banking Regulation and Supervision Board with respect to accounting and financial reporting, and pronouncements made by the Banking Regulation and Supervision Agency. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Explanation Regarding The Responsibility of the Auditors: 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the regulation on Licensing and Operations of Audit Firms in Banking published in the Official Gazette No: on 1 November 2006 and the International Standards on Auditing. We planned and performed our audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the procedures selected depend on the auditor s judgment, including the consideration of the effectiveness of internal control and appropriateness of accounting policies applied relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion stated below.

3 Independent Auditor s Report: 4. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of İş Factoring Finansman Hizmetleri A.Ş as at 2008 and the results of its operations and its cash flows for the year then ended in accordance with the regulations, communiqués, and circulars announced by the Banking Regulation and Supervision Board in respect of accounting and financial reporting, and pronouncements made by the Banking Regulation and Supervision Agency. İstanbul, 4 March 2009 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU Hasan Kılıç Partner

4 CONTENT PAGE Balance Sheets 1-2 Statement of Off-Balance Sheet Contingencies and Commitments 3 Income Statement 4 Shareholders Equity Statement of Cash Flows... 6 Statement of Profit and Loss Items Accounted Under Equity 7 Profit Distribution Table. 8 Notes to the Financial Statements Note 1 Organization and Operations of the Company.. 9 Note 2 Basis of Presentation of the Financial Statements Note 3 Summary of Valuation Principles / Significant Accounting Policies Note 4 Financial Assets at Fair Value Through Profit and Loss. 24 Note 5 Banks 24 Note 6 Financial Assets Available For Sale. 25 Note 7 Factoring Receivables Note 8 Related Party Explanations Note 9 Tangible Assets Note 10 Intangible Assets.. 31 Note 11 Goodwill Note 12 Deferred Tax Assets and Liabilities Note 13 Assets Held For Sale and Discontinued Operations Note 14 Other Assets. 32 Note 15 Funds Borrowed Note 16 Sundry Creditors and Other Liabilities.. 34 Note 17 Finance Lease Payables. 34 Note 18 Derivative Financial Liabilities Held For Trading Note 19 Taxes Payable and Other Liabilities Note 20 Provisions For Liabilities Note 21 Employee Benefits Note 22 Minority Interest Note 23 Paid-in Capital and Capital Reserves Note 24 Profit Reserves.. 37 Note 25 Prior Years Profit / Loss Note 26 Foreign Currency Position Note 27 Commitments and Contingencies Note 28 Segmental Information Note 29 Subsequent Events Note 30 Operating Income Note 31 Operating Expense Note 32 Other Operating Income Note 33 Finance Expense Note 34 Provisions for Non-Performing Receivables Note 35 Other Operating Expense Note 36 Taxation Note 37 Earnings Per Share Note 38 Other Issues That Significantly Affect The Financial Statements or Other Issues 42 Required For The Clear Understanding of Financial Statements Issues... Note 39 Additional Information About Financial Instruments

5 BALANCE SHEET AT 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) NEW TURKISH LIRA I. BALANCE SHEET- ASSETS Audited Current Period 2008 Audited Prior Period 2007 Footnote TRY FC TOTAL TRY FC TOTAL I. LIQUID ASSETS II. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS (Net) Financial Assets Held for Trading Financial Assets at Fair Value Through Profit and Loss Derivative Financial Assets Held for Trading III. BANKS IV. RECEIVABLES FROM REVERSE REPURCHASE AGREEMENTS V. FINANCIAL ASSETS AVAILABLE FOR SALE (Net) VI. FACTORING RECEIVABLES A) Discount Factoring Receivables a) Domestic b) Foreign c) Unearned Income (-) ( ) - ( ) ( ) - ( ) 6.2 B) Other Factoring Receivables a) Domestic b) Foreign VII. FINANCING LOANS A) Retail Loans B) Credit Loans C) Installment Commercial Loans VIII. LEASE RECEIVABLES A) Lease Receivables a) Financial Lease Receivables b) Operational Lease Receivables c) Other d) Unearned Income (-) B) Ongoing Leasing Contracts C) Advances Given IX. NON-PERFORMING RECEIVABLES A) Non-Performing Factoring Receivables B) Non-Performing Financial Loans C) Non-Performing Lease Receivables D) Specific Provisions (-) ( ) (8.427) ( ) ( ) - ( ) X. DERIVATIVE FINANCIAL ASSETS FOR HEDGING PURPOSES A) Fair Value Hedging B) Cash Flow Hedging C) Net Foreign Investment Hedging XI. INVESTMENTS HELD TO MATURITY (Net) XII. SUBSIDIARIES (Net) XIII. ASSOCIATES (Net) XIV. JOINT VENTURES (Net) XV. TANGIBLE ASSETS (Net) XVI. INTANGIBLE ASSETS (Net) A) Goodwill B) Other XVII. DEFERRED TAX ASSETS XVIII. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Net) A) Held For Sale B) Discontinued Operations XIX. OTHER ASSETS TOTAL ASSETS The accompanying notes form an integral part of these financial statements. 1

6 BALANCE SHEET AT 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) NEW TURKISH LIRA I. BALANCE SHEET- LIABILITIES Audited Current Period 2008 Audited Prior Period 2007 Footnote TRY FC TOTAL TRY FC TOTAL I. DERIVATIVE FINANCIAL LIABILITIES HELD FOR TRADING II. FUNDS BORROWED III. FACTORING PAYABLES IV. LEASE PAYABLES A) Financial Lease Payables B) Operational Lease Payables C) Other D) Deferred Financial Lease Expenses (-) V. MARKETABLE SECURITIES ISSUED (Net) V.1 A) Bills V.2 B) Asset-backed Securities V.3 C) Bonds VI. SUNDRY CREDITORS VII. OTHER LIABILITIES VIII. DERIVATIVE FINANCIAL LIABILITIES FOR HEDGING PURPOSES 8.1 A) Fair Value Hedging B) Cash Flow Hedging C) Net Foreign Investment Hedging IX. TAXES PAYABLE AND OTHER LIABILITIES X. PROVISIONS A) Provisions for Restructuring B) Reserves For Employee Benefits C) Other Provisions XI. DEFERRED TAX LIABILITY XII. PAYABLES RELATED TO ASSETS FOR SALE AND DISCONTINUED OPERATIONS 12.1 A) Held For Sale B) Discontinued Operations XIII. SUBORDINATED LOANS XIV. SHAREHOLDERS EQUITY A) Paid-in Capital B) Capital Reserves a) Share Premium b) Share Cancellation Profits c) Marketable Securities Revaluation Reserve ( ) - ( ) d) Tangible and Intangible Assets Revaluation Reserve e) Bonus Shares Obtained From Associates, Subsidiaries and Jointly Controlled Entities f) Hedging Funds (Effective Portion) g) Accumulated Revaluation Reserves on Assets Held for Sale and Discontinued Operations h) Other Capital Reserves C) Profit Reserves a) Legal Reserves b) Statutory Reserves c) Extraordinary Reserves d) Other Profit Reserves D) Profit or Loss ( ) - ( ) a) Prior Years Profit/Loss 25 ( ) - ( ) ( ) - ( ) b) Current Year Profit/Loss TOTAL LIABILITIES AND EQUITY The accompanying notes form an integral part of these financial statements. 2

7 STATEMENT OF OFF-BALANCE SHEET CONTINGENCIES AND COMMITMENTS AT 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) STATEMENT OF OFF-BALANCE SHEET CONTINGENCIES AND COMMITMENTS Audited Current Period 2008 NEW TURKISH LIRA Audited Prior Period 2007 Footnote TRY FC TOTAL TRY FC TOTAL I. GUARANTEED FACTORING OPERATIONS II. UNGUARANTEED FACTORING OPERATIONS III. GUARANTEES TAKEN IV. GUARANTEES GIVEN V. COMMITMENTS Irrevocable Commitments Revocable Commitments Lease Commitments Financial Lease Commitments Operational Lease Commitments Other Revocable Commitments VI. DERIVATIVE FINANCIAL INSTRUMENTS Derivative Financial Instruments for Hedging Purposes Fair Value Hedges Cash Flow Hedges Foreign Investment Hedges Derivative Financial Instruments Held For Trading Forward Foreign Currency Buy/Sell Transactions Currency and Interest Rate Swaps Currency, Interest Rate and Security Options Currency, Interest Rate Futures Other VII. ITEMS HELD IN CUSTODY TOTAL The accompanying notes form an integral part of these financial statements. 3

8 INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) II. INCOME STATEMENT Footnote NEW TURKISH LIRA Audited Current Period 1 January-31 December 2008 Audited Prior Period 1 January-31 December 2007 I. OPERATING INCOME 1.1 FACTORING INCOME A) Factoring Interest Income a) Discount b) Other B) Factoring Commission Income a) Discount b) Other INCOME FROM FINANCIAL LOANS A) Interest Income From Financial Loans B) Commission Income From Financial Loans LEASE INCOME A) Finance Lease Income B) Operational Lease Income C) Commission Income From Lease Operations - - II. OPERATING EXPENSE (-) 31 ( ) ( ) 2.1 A) Personal Expenses ( ) ( ) 2.2 B) Retirement Pay Provision Expense (32.599) (34.197) 2.3 C) Research and Development Expense D) General Administration Expense ( ) ( ) 2.5 E) Other - - III. OTHER OPERATING INCOME A) Interest income from Deposits B) Interest income from Reverse Repurchase Agreements C) Interest income from Marketable Securities a) Interest Income from Financial Assets Held for Trading b) Interest Income from Financial Assets at Fair Value Through Profit and Loss c) Interest Income from Financial Assets Available For Sale d) Interest Income from Financial Assets Held to Maturity D) Dividend Income E) Interest Received from Money Market Placements a) Derivative Financial Transactions b) Other F) Foreign Exchange Gains G) Other IV. FINANCIAL EXPENSE (-) 33 ( ) ( ) 4.1 A) Interest Expense on Borrowings ( ) ( ) 4.2 B) Interest Expense on Factoring Payables C) Finance Lease Expenses D) Interest Expense on Securities Issued E) Other Interest Expenses F) Other Fees and Commissions ( ) ( ) V. SPECIFIC PROVISION FOR NON-PERFORMING RECEIVABLES (-) 34 ( ) ( ) VI. OTHER OPERATING EXPENSE (-) 35 ( ) ( ) 6.1 A) Expense from Decrease in Value of Marketable Securities (-) a) Financial Assets at Fair Value Through Profit and Loss b) Financial Assets Available For Sale c) Financial Assets Held to Maturity B) Expense from Decrease in Value of Tangible and Intangible Assets a) Expense from Decrease in Value of Tangible Assets b) Expense from Decrease in Value of Assets Held for Sale and Discontinued Operations c) Expense from Decrease in Value of Goodwill d) Expense from Decrease in Value of Intangible Assets e) Expense from Decrease in Value of Subsidiaries, Associates and Joint Ventures C) Losses from Derivative Financial Transactions D) Foreign Exchange Losses ( ) (36.402) 6.5 E) Other ( ) ( ) VII. NET OPERATING INCOME VIII. AMOUNT IN EXCESS RECORDED AS GAIN AFTER MERGER - - IX. NET MONETARY POSITION GAIN/LOSS - - X. PROFIT/LOSS ON CONTINUING OPERATIONS BEFORE TAX - - XI. TAX PROVISION FOR CONTINUING OPERATIONS (±) 36 ( ) ( ) 11.1 A) Current Tax Provision ( ) ( ) 11.2 B) Loss Effect of Deferred Tax (+) C) Gain Effect of Deferred Tax (-) XII. NET PERIOD PROFIT/LOSS FROM CONTINUING OPERATIONS XIII. INCOME ON DISCONTINUED OPERATIONS A) Income on Assets Held for Sale B) Gain on Sale of Associates, Subsidiaries and Jointly Controlled Entities C) Other Income on Discontinued Operations - - XIV. EXPENSE ON DISCONTINUED OPERATIONS (-) A) Expense on Assets Held for Sale B) Loss on Sale of Associates, Subsidiaries and Jointly Controlled Entities C) Other Expense on Discontinued Operations - - XV. PROFIT/LOSS ON DISCONTINUED OPERATIONS BEFORE TAX - - XVI. TAX PROVISION FOR DISCONTINUED OPERATIONS (±) A) Current Tax Provision B) Loss Effect of Deferred Tax (+) C) Gain Effect of Deferred Tax (-) - - XVII. NET PERIOD PROFIT/LOSS FROM DISCONTINUED OPERATIONS - - XVIII. NET PERIOD PROFIT/LOSS Earnings Per Share - - The accompanying notes form an integral part of these financial statements. 4

9 SHAREHOLDER S EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) NEW TURKISH LIRA Total Shareholders Equity Prior Period ( ) Paid-in Capital Share Premium Share Cancellation Profits Securities Value Increase Fund Revaluation Surplus on Tangible and Intangible Assets Bonus Shares Obtained From Associates, Subsidiaries and Jointly Controlled Entities Hedging Funds Accumulated Revaluation Reserves on Assets Held for Sale and Discontinued Operations Other Capital Reserves Legal Reserves Statutory Reserves Extraordinary Reserves Other Profit Reserves Prior Period Profit/ Loss Current Period Profit/ Loss Total Shareholders Equity I. Balances at beginning of the period( ) ( ) II. Correction made as per TAS Effect of correction Effect of changes in accounting policies III. Adjusted balances at the beginning of the period (I+II) ( ) Changes during the period ( ) IV. Mergers V. Hedging Reserves Cash flow hedge Hedge of net investment in foreign operations VI. Revaluation surplus on marketable securities VII. Revaluation surplus on tangible assets VIII. Bonus shares of associates, subsidiaries and joint-ventures IX. Translation differences X. Changes resulted from disposal of assets XI. Changes resulted from reclassification of assets XII. Capital increase XIII. Share issuance XIV. Capital reserves from inflation adjustments to paid-in capital XV. Convertible bonds XVI. Subordinated loans XVII. Minority interest XVIII. Current period net profit/loss XIV. Profit distribution Dividends Transfers to reserves Other Balances at the end of the period ( ) ( ) Current Period ( ) I. Balances at the beginning of the prior period ( ) ( ) II. Correction made as per TAS Effect of correction Effect of changes in accounting policies III. Adjusted balances at the beginning of the period (I+II) ( ) Changes during the period ( ) - IV. Mergers V. Hedging Reserves Cash flow hedge Hedge of net investment in foreign operations VI. Revaluation surplus on marketable securities ( ) ( ) VII. Revaluation surplus on tangible assets VIII. Bonus shares of associates, subsidiaries and joint-ventures IX. Translation differences X. Changes resulted from disposal of assets XI. Changes resulted from reclassification of assets XII. Capital increase XIII. Share issuance XIV. Capital reserves from inflation adjustments to paid-in capital XV. Convertible bonds XVI. Subordinated loans XVII. Minority interest XVIII. Current period net profit/loss XIV. Profit distribution Dividends Transfers to reserves Other Balances at the end of the period ( ) ( ) ( ) The accompanying notes form an integral part of these financial statements. 5

10 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) A. CASH FLOWS FROM OPERATING ACTIVITIES Audited Current Period NEW TURKISH LIRA Audited Prior Period Operating profit before changes in operating assets and liabilities Interest/leasing income received Leasing expenses Dividend received Fees and commissions received Other income Collections from previously written off receivables Payments to personnel and service suppliers ( ) ( ) Taxes paid ( ) ( ) Other ( ) ( ) 1.2 Changes in operating assets and liabilities ( ) Net (increase) decrease in factoring receivables ( ) ( ) Net (increase) decrease in loans Net (increase) decrease in leasing receivables Net (increase) decrease in other assets ( ) Net increase (decrease) in factoring payables Net increase (decrease) in leasing receivables Net increase (decrease) in funds borrowed ( ) Net increase (decrease) in due payables Net increase (decrease) in other liabilities ( ) I. Net cash provided from operating activities ( ) B. CASH FLOWS FROM INVESTING ACTIVITIES (7.382) (14.511) 2.1 Cash paid for purchase of entities under common control, associates and subsidiaries Cash obtained from sale of entities under common control, associates and subsidiaries Fixed assets purchases (7.382) (14.511) 2.4 Fixed assets sales Cash paid for purchase of financial assets available for sale Cash obtained from sale of financial assets available for sale Cash paid for purchase of financial assets held to maturity Cash obtained from sale of financial assets held to maturity Other - - II. Net cash provided from investing activities (7.382) (14.511) C. CASH FLOWS FROM FINANCING ACTIVITIES Cash obtained from funds borrowed and securities issued Cash used for repayment of funds borrowed and securities issued Capital increase Dividends paid Payments for finance leases Other - - III. Net cash provided from financing activities - - IV. Effect of change in foreign exchange rate on cash and cash equivalents - - V. Net increase in cash and cash equivalents ( ) VI. Cash and cash equivalents at the beginning of the year VII. Cash and cash equivalents at the end of the year The accompanying notes form an integral part of these financial statements. 6

11 STATEMENT OF PROFIT AND LOSS ITEMS ACCOUNTED UNDER EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) NEW TURKISH LIRA STATEMENT OF PROFIT AND LOSS ITEMS ACCOUNTED UNDER EQUITY Audited Current Period 2008 Audited Prior Period 2007 I. ADDITIONS TO MARKETABLE SECURITIES REVALUATION DIFFERENCES FROM AVAILABLE FOR SALE FINANCIAL ASSETS 1.1 Net change in fair value of available for sale investments ( ) Net change in fair value of available for sale investments (Transfer to Profit/Loss) - - II. TANGIBLE ASSETS REVALUATION DIFFERENCES - - III. INTANGIBLE ASSETS REVALUATION DIFFERENCES - - IV. FOREIGN EXCHANGE DIFFERENCES ON FOREIGN CURRENCY TRANSACTIONS - - V. PROFIT/LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS FOR CASH FLOW HEDGE PURPOSES Profit/Loss from derivative financial instruments for cash flow hedge purposes (Effective portion of fair value differences) The portion reclassified and presented in the income statement - - VI. PROFIT/LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS FOR HEDGE OF NET INVESTMENT IN FOREIGN OPERATIONS Profit/Loss from derivative financial instruments for hedge of net investment in foreign operations (Effective portion of fair value differences) The portion reclassified and presented in the income statement - - VII. THE EFFECT OF CORRECTIONS OF ERRORS AND CHANGES IN ACCOUNTING POLICIES - - VIII. OTHER PROFIT LOSS ITEMS ACCOUNTED UNDER EQUITY DUE TO TAS - - IX. DEFERRED TAX OF VALUATION DIFFERENCES - - X. TOTAL NET PROFIT/LOSS ACCOUNTED UNDER EQUITY (I+II+ +IX) ( ) XI. PROFIT/LOSS - - XII. TOTAL PROFIT/LOSS ACCOUNTED FOR THE PERIOD (X±XI) ( ) The accompanying notes form an integral part of these financial statements. 7

12 PROFIT DISTRIBUTION TABLE FOR THE YEAR ENDED 31 DECEMBER 2008 (Amounts are expressed in New Turkish Lira ( TRY ) unless otherwise indicated.) İŞ FACTORING FİNANSMAN HİZMETLERİ A.Ş. PROFIT DISTRIBUTION TABLE (**) (***) NEW TURKISH LIRA Current Period Prior Period (31/12/2008) (31/12/2007) I. DISTRIBUTION OF CURRENT PERIOD PROFIT 1.1 CURRENT PERIOD PROFIT TAXES AND DUES PAYABLE (-) ( ) ( ) Corporate Tax (Income Tax) ( ) ( ) Withholding Tax Other taxes and dues (*) A. NET PERIOD PROFIT ( ) PRIOR YEARS LOSSES (-) ( ) ( ) 1.4 FIRST LEGAL RESERVE (-) ( ) OTHER STATUTORY RESERVES NEEDED TO BE KEPT IN THE COMPANY (-) - - B DISTRIBUTABLE NET PERIOD PROFIT [(A )] FIRST DIVIDEND TO SHAREHOLDERS (-) To Owners of Ordinary Shares To Owners of Preferred Stocks To Owners of Preferred Stocks (Preemptive Rights) To Profit Sharing Bonds To Owners of the profit /loss Sharing Certificates DIVIDEND TO PERSONNEL (-) DIVIDEND TO BOARD OF DIRECTORS (-) SECOND DIVIDEND TO SHAREHOLDERS (-) To Owners of Ordinary Shares To Owners of Preferred Stocks To Owners of Preferred Stocks (Preemptive Rights) To Profit Sharing Bonds To Owners of the profit /loss Sharing Certificates SECOND LEGAL RESERVE (-) STATUS RESERVES (-) EXTRAORDINARY RESERVES OTHER RESERVES SPECIAL FUNDS - - II. DISTRIBUTION FROM RESERVES 2.1 DISTRIBUTED RESERVES SECOND LEGAL RESERVES (-) SHARE TO SHAREHOLDERS (-) To Owners of Ordinary Shares To Owners of Preferred Stocks To Owners of Preferred Stocks (Preemptive Rights) To Profit Sharing Bonds To Owners of the profit /loss Sharing Certificates SHARE TO PERSONNEL (-) SHARE TO BOARD OF DIRECTORS (-) - - III. EARNINGS PER SHARE 3.1 TO OWNERS OF STOCKS (TRY) TO OWNERS OF STOCKS ( % ) TO OWNERS OF PREFERRED STOCKS (TRY) TO OWNERS OF PREFERRED STOCKS ( % ) - - IV. DIVIDEND PER SHARE 4.1 TO OWNERS OF STOCKS (TRY) TO OWNERS OF STOCKS ( % ) TO OWNERS OF PREFERRED STOCKS (TRY) TO OWNERS OF PREFERRED STOCKS ( % ) - - (*) As per the Banking Regulation and Supervision Agency, income associated with deferred tax assets shall not be considered as cash or internally generated source and accordingly such amounts taking part of net period profit shall not be included in profit distribution and capital increase, the Company has deducted deferred tax income amounting to TRY associated with the deferred tax asset from distributable net period profit. (**)Since the Board of Directors has not prepared a dividend proposal for the year 2008, yet, it is presented only distributable net profit in the profit distribution table above. (***)In preparation of the profit distribution table in 2007, the Company s net profit for the period calculated based on the principles of Corporate Tax Law, has been taken into account. The accompanying notes form an integral part of these financial statements. 8

13 1. ORGANIZATION AND OPERATIONS OF THE COMPANY İş Factoring Finansman Hizmetleri A.Ş. ( the Company ), was incorporated on 6 July 1993 in Turkey and started its operations on October The core business of the Company is factoring operations, both domestic and abroad. The Company operates under Türkiye İş Bankası A.Ş. Group. The main shareholder of the Company is İş Finansal Kiralama A.Ş. with 78,23% participation. Türkiye Sınai Kalkınma Bankası A.Ş. is also shareholder of the Company with 21,75% participation. Participation rates and information regarding available for sale investments which are classified as financial asset by the Company in its balance sheet, are as follows: Investment name Company head office Core business Participation rate İş Yatırım Menkul Değerler A.Ş. 4. Levent / İstanbul Intermediary of Capital Market tools 2,43% Yatırım Finansman Menkul Değerler A.Ş. Etiler / İstanbul Intermediary of Capital Market tools 0,06% İş Girişim Sermayesi Yatırım Ort.A.Ş. 4. Levent / İstanbul Entrepreneurship Capital Investments 0,89% İş Net Elektronik Bilgi Üretim Dağ. Tic. ve İletişim Hiz. A.Ş. Esentepe / İstanbul Internet Service Provider 1,00% As of 2008, the Company employs 19 persons. ( 2007: 17) The head office of the Company is located at: İş Kuleleri, Kule 2 Kat: Levent / Istanbul Turkey Dividends Payable: As of the reporting date, the General Assembly does not have a decision to pay dividends to shareholders. ( 2007: No dividend distribution). Approval of Financial Statements: Financial statements are approved and authorized by the Board of Directors for publication on 4 March The General Assembly has authority to change the financial statements. 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS The Company has accounted its 2008 operations in accordance with the Turkish Accounting Standards based on the Communiqué on The Application of Uniform Charts of Accounts and its Guide Book in Connection to the Establishment and Main Activities of Finance Leasing, Factoring and Financing Companies and The Format of the Financial Statements for Public Presentation published in the Official Gazette No: on 17 May In terms of 2008 operations accounting, the Company has applied the requirements of the Communiqué on the The Establishment and Main Activities of Finance Leasing, Factoring and Financing Companies published in the Official Gazette No: on 10 October 2006 and the Communiqué on the Principles and Procedures of Receivable Allowances to be Provided by Finance Leasing, Factoring and Financing Companies published in the Official Gazette No: on 20 July

14 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) The Company prepared its 2007 financial statements in accordance with the accounting standards issued by International Accounting Standards Board ( IASB ) and International Accounting Standards Committee ( IASC ). The accompanying 2007 financial statements are reclassified in accordance with the Communiqué on the Nature and Format of the Financial Statements for Public Presentation issued by Banking Regulation and Supervision Agency ( BRSA ). The financial statements have been prepared on the historical cost basis except for the revaluation of financial instruments. Preparation of the Financial Statements in Hyperinflationary Periods Restatement adjustments have been made to compensate for the effect of changes in the general purchasing power of the Turkish Lira, in accordance with Turkish Accounting Standards on Preparation of Financial Statements in Hyperinflationary Periods ( TAS 29 ) for the financial statements prepared before BRSA issued a circular on 28 April 2005 stating that the indicators requiring the application of inflation accounting ceased to exist; consequently inflation accounting was not applied in the financial statements after 1 January Changes in Accounting Policies Changes in accounting policies are applied retrospectively and the prior period financial statements are restated accordingly. Change in Accounting Estimates and Errors The effect of a change in an accounting estimate is recognised prospectively in the period of the change, if the change affects that period only; or the period of the change and future periods, if the change affects both. There has not been any significant change in the accounting estimates of the Company in the current period. Material prior period errors are corrected retrospectively in the first set of financial statements after their discovery by restating the comparative amounts for the prior periods. Adoption of New and Revised International Financial Reporting Standards: In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by International Accounting Standards Board ( IASB ) and the International Financial Reporting Interpretations Committee ( IFRIC ) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 January Although the following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2008, they are not relevant to the Company s operations or their application is not preferred by the Company: IFRIC 11, IFRS 2 Company and treasury share transactions, IFRIC 12, Service concession arrangements, IFRIC 14, IAS 19- The limit on a defined benefit asset, minimum funding requirements and their interaction, 10

15 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) Adoption of New and Revised International Financial Reporting Standards: (cont d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company: At the date of authorization of these financial statements, the following Standards and Interpretations were in issue but not yet effective: IFRS 8, Operating segments Effective for annual periods beginning on or after 1 January 2009 IFRIC 13, Customer Loyalty Programs Effective for annual periods beginning on or after 1 July 2008 IFRIC 15 Agreements for the construction of real estate IFRIC 16 Hedges of a net investment in a foreign operation IFRIC 17, Distributions of non-cash assets to owners Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 October 2008 Effective for annual periods beginning on or after 1 July 2009 IFRIC 18, Transfers of Assets from Customers Effective for annual periods beginning on or after 1 July 2009 IFRS 2 Share-based Payment Amendment relating to vesting conditions and cancellations IFRS 1 First-time Adoption of International Financial Reporting Standards Amendment relating to cost of an investment on first-time adoption IFRS 3 Business Combinations IAS 27 Consolidated and Separate Financial Statements IAS 28 Investments in Associates IAS 31 Interests in Joint Ventures Comprehensive revision on applying the acquisition method IAS 23 (Amendment) Borrowing costs Comprehensive revision to prohibit immediate expensing Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 July 2009 Effective for annual periods beginning on or after 1 January

16 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) Adoption of New and Revised International Financial Reporting Standards: (cont d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company: (cont d) IAS 27 Consolidated and Separate Financial Statements Amendment relating to cost of an investment on first-time adoption IAS 1 Presentation of Financial Statements IAS 32 Financial Instruments: Presentation Amendments relating to disclosure of puttable instruments and obligations arising on liquidation IAS 1 Presentation of Financial Statements Comprehensive revision including requiring a statement of comprehensive income IAS 39 Financial Instruments: Recognition and Measurement Amendments for eligible hedged items Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 January 2009 Effective for annual periods beginning on or after 1 January 2009 The Company s management anticipates that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Company. Amendment on IFRS 1, First-time Adoption of International Financial Reporting Standards and IAS 27, Consolidated and Separate Financial Statements Amendment allows first-time adopters to use a 'deemed cost' of either based on IAS 27 or the anticipated carrying amount during measurement of the initial cost of investments in subsidiaries, jointly controlled entities, and associates. Amendment on IAS 27 requires presentation of dividends earned from subsidiaries, jointly controlled entities, and associates as income in the separate financial statements of the investor. It is anticipated that, it will have no material impact on the financial statements of the Company. IFRS 2 Share-based payment The amendment clarifies the definition of having vesting conditions and other than service conditions and performance conditions, other features of a share-based payment are not considered as vesting conditions. At the same time, the standard states that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. It is not expected to have any impact on the Company s financial statements 12

17 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) Adoption of New and Revised International Financial Reporting Standards: (cont d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company: (cont d) IFRS 8 Operating Segments IFRS 8 Operating Segments substitutes IAS 14 Segment Reporting. This standard requires segment reporting to be prepared based on the perspective of the management and segmentation criteria used in internal reports. It is anticipated that, IFRS 8 will have no material impact on the financial statements of the Company. IAS 32 ve IAS 1 Puttable Financial Instruments and Liabilities in Liquidation The amended standards require entities to classify puttable financial instruments and liabilities as equity instruments provided the financial instruments have particular features and meet specific conditions. On the other hand, amendment on IAS 1 requires description and disclosure of puttable financial instruments classified as equity instrument. It is not expected to have any impact on the Company s financial statements. IAS 23, (Revised) Borrowing Costs The amendment requires entities to capitalize borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset. This amendment prohibits the immediate expensing of borrowing costs. It is anticipated that, IAS 23 will have no material impact on the financial statements of the Company. IFRS 3, Business Combinations The amendments require cost associated with business combinations to be recognized immediately in profit or loss, and any subsequent change in fair value of contingent liabilities recognized in the business combination to be reflected in the income statement rather than recognizing any adjustments in goodwill. IFRIC 13, Customer Loyalty Programs According to IFRIC 13, customer loyalty programs are accounted for as a separate component of the sale transaction. The amount of proceeds allocated to the award credits is measured by reference to their fair value and the deferred portion of the proceeds is recognized as revenue only when obligations are fulfilled. It is anticipated that, it will have no material impact on the financial statements of the Company since the Company does not have any transactions subject to IFRIC 13. IFRIC 15, Agreements for the Construction of Real Estate IFRIC 15 provides guidance on how to determine whether an agreement for the construction of real estate is within the scope of IAS 11 Construction Contracts or IAS 18 Revenue and, accordingly, when revenue from the construction should be recognized. 13

18 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) Adoption of New and Revised International Financial Reporting Standards: (cont d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company: (cont d) IFRIC 16, Hedges of a Net Investment in a Foreign Operation IFRIC 16 clarifies three main issues: the presentation currency does not create an exposure to which an entity may apply hedge accounting. Consequently, a parent entity may designate as a hedged risk only the foreign exchange differences arising from a difference between its own functional currency and that of its foreign operation. Hedging instrument(s) may be held by any entity or entities within the Company. It is anticipated that, it will have no material impact on the financial statements of the Company accordingly. IFRIC 17, Distribution of Non-cash Assets to Owners IFRIC 17 applies to pro rata distributions of non-cash assets (all owners are treated equally) but does not apply to common control transactions. It is anticipated that, it will have no material impact on the financial statements of the Company accordingly. IFRIC 18, Transfers of Assets from Customers The interpretation clarifies accounting of the cases in which an entity receives from a customer an item of property, plant, and equipment or cash that must be used only to acquire or construct such items in order to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services and also provides guidance on how to account for transfers of cash from customers. It is anticipated that, it will have no material impact on the financial statements of the Company accordingly. IAS 1 (Amendment), Presentation of financial statements A revised version of IAS 1 Presentation of Financial Statements has been issued to provide more useful information. The major changes are the statement of changes in equity will only include the transactions with the shareholders, introduction of total comprehensive income in addition to the income statement which will present all profit or loss as income or expenses. The revised interpretation of the prior year financial statements and disclosing the restatement effect of change in accounting policies to prior year financial statements. The Group will adopt the changes in financial statement presentation in year IAS 39, Financial Instruments: Recognition and Measurement Amendments for eligible hedged items This amendment clarifies that fair value hedge against inflation is applied only in cases where cash outflows of the relevant financial instrument is indexed to inflation based on the contractual terms. Offsetting Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. 14

19 2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont d) Comparative information and adjustments made in prior periods financial statements The Company s financial statements are prepared comparatively with the prior period in order to provide information on the financial position and performance of the Company. When the presentation or classification of financial statements is changed, prior period s financial statements are also reclassified in line with the related changes in order to sustain consistency. 3. SUMMARY OF VALUATION PRINCIPLES / SIGNIFICANT ACCOUNTING POLICIES The accounting policies and valuation principles used to prepare the accompanying financial statements are as follows: a. Revenue: Factoring service income is composed of interest income and commission income earned from advance payments made to customers. A specific percentage amount, obtained from invoice total subject to factoring transactions, constitutes commission income. Dividend income earned from equity share investments is recorded when shareholders right to earn dividends arises. All income and expenses are accounted in compliance with accrual basis. b. Tangible Assets: Tangible assets are carried at historical cost, less accumulated depreciation and impairment. Tangible assets are depreciated principally on a straight-line basis considering the expected useful lives. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Expenses for the maintenance of tangible assets are normally recorded in profit and loss statement. Gain or loss arising on the disposal or retirement of an item of tangible asset is determined as the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss. c. Intangible Assets: Intangible Fixed Assets Acquired: Intangible assets acquired separately are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period with the effect of any changes in estimate being accounted for on a prospective basis. 15

20 3. SUMMARY OF VALUATION PRINCIPLES / SIGNIFICANT ACCOUNTING POLICIES (cont d) c. Intangible Assets (cont d): Computer Software Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives (5 years). d. Impairment of Assets: Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell or value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets suffered impairment are reviewed for possible reversal of the impairment at each reporting date. e. Borrowing Costs: All borrowing costs are recognized in profit and loss in the period in which they are incurred. f. Financial Instruments: Financial assets and financial liabilities are recognized in the Company s balance sheet when the Company becomes a party to the contractual provisions of the instrument. Factoring Receivables and Other Receivables Factoring receivables and other receivables are carried at fair value during initial recognition. Subsequent to initial recognition, all receivables except for factoring receivables, are carried at amortized cost using the effective interest method. Factoring transactions are accounted at carrying amounts in subsequent reporting periods. The Company management believes that carrying amounts of factoring receivables approximate to their fair values since amortization is taken into account at initial recognition. Effective from 1 January 2008, in accordance with the Communiqué (No: 26588) on the Principles and Procedures of Receivable Allowances To Be Provided By Financial Leasing, Factoring and Financing Companies issued at 20 July 2007 special provision rate allocated for the factoring receivables considering their guarantees are as follows: 20%, at a minimum, for factoring receivables overdue more than 90 days not exceeding 180 days; 50%, at a minimum, for factoring receivables overdue more than 180 days not exceeding 360 days; and 100%, at a minimum, for factoring receivables overdue more than 1 year. The Company allocates 100% provision for all doubtful factoring receivables which do not have worthy collaterals without considering the time intervals above. 16

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