Contents. Part I : General Information 3. Financial Benefits Provided to Directors and Executive Officers 7. Research and Development 7

Transcription

1 Annual Report 2012

2 Yapı Kredi Faktoring 2012 Annual Report 1 Contents Part I : General Information 3 Financial Benefits Provided to Directors and Executive Officers 7 Research and Development 7 Business Operations and Material Operational Developments 8 Financial Highlights 11 Risks and Risk Assessment Report of Directors 12 Miscellaneous 12 Part II : Financial Statements and Independent Auditor s Report for the Year Ending at 31 December

3 2 Yapı Kredi Faktoring 2012 Annual Report Part I

4 Yapı Kredi Faktoring 2012 Annual Report 3 General Information Company Name : Period Covered by the Annual Report : 01/01/ /12/2012 Company Reg. No. : Share Capital Head-office : TL : Büyükdere Caddesi Yapı Kredi Plaza A Blok Kat:14 Levent, İstanbul / Türkiye Telephone / Fax Numbers : / Website : Number of Employees : 89 Branch Offices : None Shareholder Information (*) Shareholder Share Share Value (TRY) Yapı ve Kredi Bankası A.Ş. % 99, Temel Ticaret ve Yatırım A.Ş. % 0, Yapı Kredi Finansal Kiralama A.O. % 0, Koç Yapı Malzemeleri A.Ş. % 0,0 1 Zer Madencilik ve Dayanıklı Mallar Yatırım Pazarlama A.Ş. % 0,0 1 %100, (*) The shareholders Erdinç Tetik, Mehmet Turgut Ağlen and Enternasyonel Turizm Yatırım A.Ş. transferred their shares, valued at TRY 1.021, TRY 1 and TRY 1, respectively, to Yapı ve Kredi Bankası A.Ş. in 2012

5 4 Yapı Kredi Faktoring 2012 Annual Report Yapı Kredi Faktoring in Brief For 12 years, Yapı Kredi Faktoring has been the undisputed leader in the local factoring market in terms of turnover Yapı Kredi Faktoring, Turkey s pioneering and innovative factoring company, has a strong market position thanks to its robust operational performance, well-established presence and high quality of service. Holding the leading position in the Turkish factoring market, Yapı Kredi Faktoring controls 15 % of the sector s total transaction volume with a 27 % share of export factoring services in the country. The Company conducts its operations at six major locations: its headoffice in Istanbul and regional representative offices in Izmir, Ankara, Bursa, Antalya and Adana. The synergy resulting from its close relationship with Yapı Kredi Bank and, particularly, its nationwide sales and service network, is one of Yapı Kredi Faktoring s most important service and competitive advantages. The service points of Yapı Kredi Bank, which has more than 928 branches, provide Yapı Kredi Faktoring with extensive reach. Yapı Kredi Faktoring is a full member of Factors Chain International (FCI), headquartered in Amsterdam; the Company is also a member of the Turkish Factoring Association. Since 2002, Yapı Kredi Faktoring has been ranked among the Best Export Factoring Companies by Factors Chain International; in 2012, FCI ranked the Company fourth. Yapı Kredi Faktoring has also received an excellent evaluation in terms of service quality. Yapı Kredi Faktoring has a strong presence in both domestic and international markets. The Company delivers an outstanding operational performance with its well-defined strategies, ensures sustainable quality in factoring services with its brilliant and dedicated team and provides unique solutions to its strategic client portfolio. For the last 12 years, Yapı Kredi Faktoring has been the undisputed market leader in terms of factoring turnover thanks to its robust capital structure, wealth of experience, proven service quality and expert human resources.

6 Yapı Kredi Faktoring 2012 Annual Report 5 Chairman s Letter With a 27 % share in the total export factoring transaction volume in 2012, Yapı Kredi Faktoring maintains its leading position with a market share of 15 % Dear Shareholders, Turkey s economy landed on its feet safely in 2012 despite being affected by the repercussions of the global economic slowdown. The country s growth composition embarked on an upward trend with the help of the improvements observed in both the contribution of foreign demand for Turkey s exports to growth and the control over domestic demand. In this positive environment, the Turkish factoring market managed to improve its profitability level thanks to its robust capital structure, reliable liquidity level as well as to strong improvement in its asset quality. Yapı Kredi Faktoring maintained its leading position in 2012, capturing a share of 27 % in the market s total export factoring transaction volume and an overall market share of 15 %. The Company also recorded USD billion worth of factoring transactions, with 67 % in the domestic market and 33 % in international. Generating TRY 156 million in revenues in 2012, Yapı Kredi Faktoring continued to deliver factoring services through its head-office in Istanbul, representative offices in İzmir, Ankara, Bursa, Antalya and Adana and the nation-wide branch network of Yapı Kredi Bank. Pioneering the factoring market since 2001, Yapı Kredi Faktoring has assumed the important mission of expanding the factoring market by promoting wider use of factoring services. Boasting a robust capital structure, a high level of reliability and an extensive funding capacity, the Company aims to maintain its market leadership and expand its international presence. At the core of Yapı Kredi Faktoring s approach to service is an excellent ability to develop and deliver customer- and market-focused functional solutions and fast and high quality services tailored to its customers unique needs. This approach not only reflects the Company s corporate culture, but also helps the Company constantly improve and strengthen its business processes. In 2013, our primary responsibility will be to maintain our leading position in the market and be the first choice of our customers through our full range of services and exceptional business performance. As a member of the Yapı Kredi Group, Yapı Kredi Faktoring aims to continue its strong growth and meet the changing need of its customers. On behalf of our Board of Directors, I would like to thank our shareholders, business partners and employees for their dedication and their valuable contributions in achieving the remarkable results presented in this report. For the last 10 years, Yapı Kredi Faktoring has been ranked among the Best Export Factoring Companies in the world by Factors Chain International (FCI), and, in 2012, it was ranked fourth. FCI also rated the Company s service quality as excellent. Faik Açıkalın Chairman

7 6 Yapı Kredi Faktoring 2012 Annual Report Board of Directors, Executive Officers and Organisation Chart Board of Directors Faik Açıkalın Chairman Carlo Vivaldi Vice-chairman Mert Güvenen Member Feza Tan Member Marco Cravario Member Nida Bektaş Member (General Manager) Executive Officers Nida Bektaş General Manager Ali Koç Assistant General Manager Mete Ünsal Assistant General Manager Can Özyurt Director-Head of Product Develop. & Monitoring S. Suhan Kaptan Director-Head of Treasury & Foreign Relations Zeynep Emecen Kandemir Director-Head of Fin. Control, Accounting & Operations Internal Control Nilay Özbir Board of Directors Internal Audit Pınar Adıyaman Demirtaş General Manager Nida Bektaş Product Develop. & Monitoring Can Özyurt Sales Mete Ünsal Underwriting and Risk Monitoring Ali Koç Financial Control, Accounting & Operations Zeynep Emecen Kandemir Treasury & Foreign Relations S. Suhan Kaptan

8 Yapı Kredi Faktoring 2012 Annual Report 7 Financial Benefits Provided to Directors and Executive Officers The total amount of the financial benefits, such as honorarium, remuneration, bonus, dividend, etc., paid to the Directors and Executive Officers is TRY The total amount of the daily allowances paid to the Directors and Executive Officers, both in cash and in kind, to cover their business travel, accommodation and representation expenses is TRY Research and Development The Company did not carry out any research or development project in 2012.

9 8 Yapı Kredi Faktoring 2012 Annual Report Business Operations and Material Operational Developments Sales At Yapı Kredi Faktoring, our goal is to further improve and expand the Company s strong presence by building sustainable and even closer relations with our customers. The Sales Unit of the Company is a truly dynamic one, offering diversified products in both domestic and international markets. In 2012, Yapı Kredi Faktoring recorded a total factoring turnover of USD million. 33 % of this turnover was generated from international factoring operations and 67 % from domestic. Holding the leading position in the domestic factoring market for the last 12 years, the Company s market share stood at 15 % in Additionally, for the last 10 years, Yapı Kredi Faktoring has been ranked among the Best Export Factoring Companies in the world by Factors Chain International (FCI), and, in 2012, it was ranked fourth among FCI members. FCI also rated the Company s service quality as excellent. The Company closely monitors all developments in the market, and it won 539 new customers in The Company provides services primarily to three different segments of customers Corporate Customers (large-scale companies), Commercial Customers (small- and medium-sized enterprises) and Suppliers (suppliers and industrial manufacturers) in 5 regions across Turkey. 928 branches of Yapı Kredi Bank across the country is the Company s most functional distribution channel along with its own sales network. Fuelled by the synergy created through this close cooperation, the Company aims to continue to provide high quality services with a focus on its potential and existing customers. Credit Risk Management Yapı Kredi Faktoring strives to establish an effective common risk management culture throughout the organisation and minimize the number of transactions that could pose a higher risk to its reputation. At the same time, the Company supports sales by focusing on risk management for key segments and key products to reach the targets shared across the organisation. Credit lines are assigned for those transactions that are against a predetermined reimbursement process or explicitly associated with a commercial/trade-related transaction. To do this, the Credit Risk Management Unit focuses on 4 core areas: Establishing an appropriate credit risk management environment; Operating under a sound credit-extending process; Maintaining an appropriate credit administration; measurement and monitoring process; and Ensuring adequate controls over credit risk. With the aim of having more pro-active control over credit risk exposure, the Risk Management Unit expanded its areas of control by adding new reporting tools and increasing its headcount. A total number of 1,111 credit underwriting proposals (2011: 983) and 5,216 transaction-based credit proposals have been provided binding opinion in NPL ratio (3.78 %) is well below market average (6.08 % according to Central Bank data). Product Development and Monitoring The Product Development and Monitoring Unit develops and implements marketing strategies that serve to acquire new customers and identify opportunities to work with existing customers over the long term. The primary responsibilities of the Unit include developing new products and new business in line with market needs, playing a key role in expanding the customer base and achieving sustainable growth in order to help the Company achieve its objectives. Developing marketing strategies and carrying out planning and follow-up activities according to both the unique needs of customers and market research data enables Yapi Kredi Faktoring to be positioned to meet the market s needs. Thanks to the synergy created with Yapi Kredi Bank, which has over 928 branches throughout the country, a great deal of advertising and promotional activity is executed across a broad spectrum for existing and prospective customers. The Unit also conducts the Company s Corporate Communication operations. Treasury & Foreign Relations Funding activities are performed by the Treasury & Foreign Relations Unit. Treasury aims to serve client needs without taking directional risk on the market. Treasury s general strategy is to actively manage the Company s assets and liabilities structure by hedging interest rate, liquidity and foreign exchange rate risk. Yapı Kredi Faktoring obtains credit facilities from a wide variety of sources. Yapı Kredi Faktoring has always had an excellent reputation among creditor institutions and foreign correspondent factoring companies. The Company also maintains a widespread bank portfolio and numerous credit lines. Financial Control, Accounting and Operation The Unit measures the Company s operational performance in terms of revenue, profitability and turnover in order to achieve the corporate performance targets while taking financial risk, market risk and operational risk into consideration. Additionally, the Unit works to comply with all BRSA regulations, IFRS and Group principles, policies and procedures. The Unit also supports Yapı Kredi Faktoring s strategic objectives by providing data on the financial position of the Company and other relevant information to facilitate decision making processes.. Internal Control and Internal Audit The Internal Control and Internal Audit Units have been structured in a manner to ensure strict control over all the processes across the Company and also to improve their efficiency and effectiveness. These Units report only to the Board of Directors and this ensures their independence within the organisation. The Internal Control and Internal Audit Units conduct audits and report their findings and corrective action plans to the Board of Directors via the Audit Committee. The Audit Committee is responsible for assessing the efficiency and sufficiency of the internal systems and also ensuring that all audit activities are conducted in a consolidated manner. The Committee has two employees, performing internal control and internal audit.

10 Yapı Kredi Faktoring 2012 Annual Report 9 Future Outlook; Maintaining Leadership Yapı Kredi Faktoring achieved one of its primary objectives in 2012: market leadership. Having a solid capital structure, high level of credibility and extensive sources of funding, Yapı Kredi Faktoring plans to maintain its leading position in the market by developing new factoring products and services. Yapı Kredi Faktoring s target is to increase active cooperation with the networks of both Yapı Kredi Bank and UCI. As the strong leader of the Turkish factoring market, Yapı Kredi Faktoring aspires to become one of the largest factoring companies in Europe in the near future. Audits by Regulatory Authorities and Independent Auditor Yapı Kredi Faktoring is audited by an independent audit firm on a quarterly basis. The Company was audited by the Banking Regulation and Supervision Agency (BRSA) in July and September Affiliates and Subsidiaries Yapı Kredi Faktoring maintained its shares in both Yapı Kredi Sigorta and Yapı Kredi Emeklilik in Share Share Value (TRY) Yapı Kredi Sigorta A.Ş % Yapı Kredi Emeklilik A.Ş % ,581,592 In 2012, Yapı Kredi Faktoring donated TRY to Vehbi Koç Foundation and TRY to Turkish Education Foundation, Lösev and Koç Yönder, amounting to TRY

11 10 Yapı Kredi Faktoring 2012 Annual Report Yapı Kredi Bank, the principal shareholder (99.9 %) of Yapı Kredi Faktoring, provides retail, corporate, commercial and private banking and wealth management services and products to 6.5 million customers. Yapı Kredi Bank Yapı Kredi is the first retail-focused private bank in Turkey with a nationwide presence, providing added value for its customers through its customer-oriented approach, strong competitive advantages and extensive service network. The Bank provides retail banking (including credit cards, individual banking and SME banking), corporate and commercial banking, private banking and wealth management services and products to 6.5 million customers. Yapı Kredi s customer-focused service model is supported by its subsidiaries in Turkey, the Netherlands, Russia and Azerbaijan providing asset management, brokerage, leasing, factoring, personal pension and insurance services. At the end of 2012, Yapı Kredi ranked as the fourth largest private bank in Turkey with a total asset of TRY billion. Yapı Kredi s loan book grew by 12 % on annual basis in 2012, reaching TRY 77.8 billion. Meanwhile, the total deposit base reached TRY 71.1 billion, up 7 % over the previous year. Yapı Kredi leads the market in value generating segments and products, supported by its solid franchise, extensive service network and strong brand recognition. The Bank is also the market leader in credit cards with a 19.4 % market share in outstanding volume, 19.3 % market share in acquiring volume, and 17.2 % market share in number of credit cards. Koç Holding The Koç Group is one of the largest industrial and service corporations in Turkey. According to Fortune Global 500, the Group ranks as the 222th largest company in the world. The Group holds leading positions with strong competitive advantages in the industries of energy, automotive, consumer durables and finance, and offers strong long term growth potential. The Koç Group has been a driving force behind the Turkish economy with a total sales volume, corresponding to 9 % of Turkey s GDP, and with exports accounting for 11 % of Turkey s total exports. The Group s foremost objective is to continue to create even higher added value for all of its stakeholders and to carry on its business operations according to international standards and principles of corporate governance, customer satisfaction, social responsibility and environmental protection. UniCredit The UniCredit Group is a leading European commercial bank operating in 22 European countries and 50 other markets with around 160,000 employees and 9,000 branch offices. UniCredit benefits from a strong European identity, extensive international presence and broad customer base. Its strategic position in both West and East European markets gives the Group one of the region s highest market shares. The Group focuses on full-service financial services and is engaged in a wide range of banking, financial and related services through its banking offices located across Italy, Germany, Austria and other Central and East European countries. In addition to its leadership in the factoring market, Yapı Kredi holds top positions in leasing (#1 with 17.2 % market share), asset management (#2 with % market share), equity transaction volume (#2 with 7.0 % market share), private pension funds (#3 with 17.1 % market share) and in life and non-life insurance (7.7 % and 7.2 % market shares, respectively). Yapı Kredi, with 988 branch offices (928 banking branches) located in 75 cities, has the fifth largest branch network in the Turkish banking industry. A wide variety of innovative products and services are provided to customers through advanced alternative delivery channels that include 2,891 ATMs, two award-winning call centres, and leading internet and mobile banking services. Yapı Kredi s controlling shareholder is Koç Finansal Hizmetler (KFH) with an 81.8 % stake. KFH is a joint venture formed by the Koç Group and UniCredit Group with equal shares (50 %-50 %). The remaining 18.2 % of the Bank s shares are listed on the Istanbul Stock Exchange and held by minority shareholders. Additionally, Global Depository Receipts that represent the Bank s shares are quoted on the London Stock Exchange.

12 Yapı Kredi Faktoring 2012 Annual Report Financial Highlights Turnover (US$ million) Domestic International Export Import Factoring Accounts Receivable (net) Total Assets Total Turnover Major Balance Sheet & Income Statement Accounts (TRY.000) Factoring Accounts Payable Factoring Revenue Interest Income Shareholders Equity Net Profit Commission Income Total Assets (TRY.000) Factoring Accounts Receivable, net (TRY.000) Total Turnover (US$ million) ,791, ,650, , ,850, ,760, , ,023, ,830, ,277 Shareholders Equity (TRY.000) Factoring Revenue (TRY.000) , , , , , ,049 With a view to further strengthening the Company s capital structure, no dividend will be paid out of the 2012 profit. The Company plans to use the said profit in customer financing, one of its core business operations. 11

13 12 Yapı Kredi Faktoring 2012 Annual Report Risks and Risk Assessment Report of Directors The Board of Directors did not prepare any risk assessment report as no significant risk was discovered in On the other hand, credit risk, market risk, interest rate risk, liquidity risk, foreign exchange risk and other risk-related matters are discussed in detail in Article 22 under the Notes to the Independent Auditor s Report. Miscellaneous Mert Güvenen resigned from the Board of Directors on 4 February 2013 and Nurgün Eyüboğlu was appointed to the Board in his place. General Manager Nida Bektaş was replaced by Mustafa Coşkun Bulak on 8 January Ali Koç, Assistant General Manager for Credit Risk Management, resigned from the Company on 31 March Report on Subsidiaries, Prepared Pursuant to Article 199 of the Turkish Code of Commerce Article 199 of the Turkish Code of Commerce, numbered 6102 and came into force on 1 July 2012, Board of Directors is required to prepare a report, during the first quarter of each financial year, on the Company s controlling shareholder and the Company s relations with entities controlled by its controlling shareholder, and also to include the conclusion paragraph of that report in the Company s annual report. All required information on the business transactions entered into by with any of its related parties is disclosed in Note 21 to the financial report. In its Report, dated 25 February 2013, the Board of Directors of states: We have concluded, under the circumstances and conditions known to us, that, in respect of any business transaction entered into by with its controlling shareholder and with entities controlled by its controlling shareholder in 2012, a counteraction was taken or neglected in relation to and at the time of any such transaction, that there is no any measure taken or neglected in a manner that could cause financial damage to the Company, and that there is no any transaction or measure, requiring any counterbalancing action in this context.

14 Yapı Kredi Faktoring 2012 Annual Report 13 Faik Açıkalın Chairman Carlo Vivaldi Vice-chairman Feza Tan Member Marco Cravario Member Nurgün Eyüboğlu Member Coşkun Bulak Member (General Manager)

15 14 Yapı Kredi Faktoring 2012 Annual Report Part II : Financial Statements and Independent Auditor s Report for the Financial Year Ending 31 December 2012

16 Yapı Kredi Faktoring 2012 Annual Report 15 Independent Auditor s Report To the Shareholders of We have audited the accompanying financial statements of (the Company), which comprise the statement of financial position as at December 31, 2012, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management s responsibility for the financial statements The Board of Directors of the Company is responsible for the preparation and fair presentation of the financial statements in accordance with the Uniform Chart of Accounts, Accounting Guidelines and the Form and Contents of Financial Statements to be Prepared and Disclosed by Leasing, Factoring and Finance Companies published in the Official Gazette dated May 17, 2007 and numbered and Turkish Accounting Standards ( TAS ), Turkish Financial Reporting Standards ( TFRS ) and other regulations, circulars, communiqués and pronouncements in respect of accounting and financial reporting made by the Banking Regulation and Supervision Agency ( BRSA ). 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. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the regulation on Licensing and Operations of Audit Firms in Banking published in the Official Gazette dated November 1, 2006 and numbered 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. 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. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of as of December 31, 2012, and its financial performance and its cash flows for the year then ended in accordance with the accounting principles and standards set out by regulations, communiqués, interpretations and circulars published by the Banking Regulation and Supervision Agency on accounting and financial reporting principles. Seda Hacıoğlu, SMMM Partner February 13, 2013 Istanbul, Turkey

17 16 Yapı Kredi Faktoring 2012 Annual Report Contents Balance Sheet Off-balance Sheet Accounts 19 Statement of Income 20 Statement of Income and Expenses Recognized in Equity 21 Statement of Changes in Equity Statement of Cash Flows 24 Profit Distribution Statement 25 Notes to Financial Statements 26-58

18 Yapı Kredi Faktoring 2012 Annual Report 17 Balance sheet for the financial year ending at 31 December 2012 Assets (Restated) Independently Audited Independently Audited Independently Audited 31 Dec Dec Dec Note TRY FC Total TRY FC Total TRY FC Total I. Cash II. Fin. assets posted to P/L acc. at fair value (net) Financial assets held for trading Fin. assets posted to P/L acc. at fair value Derivative fin. assets held for trading III. Deposits with banks IV. Reverse repo accounts receivable V. Financial assets available for sale (net) VI. Factoring accounts receivable Discounted factoring accounts receivable Domestic International Unearned Income (-) Other factoring accounts receivable Domestic International VII. Financial expenses Consumer loans Credit cards Business instalment loans VIII. Leasing Leasing accounts receivable Fin. leasing accounts receivable Business leasing accounts receivable Other Unearned income (-) Investments leased Amounts prepaid for leasing IX. Nonperforming loans Nonperforming factoring accounts receivable Nonperforming financial loans Nonperforming leasing accounts receivable Specific reserve funds (-) X. Derivative financial assets for hedging purposes Fair value hedge Cash flow hedge Net international investment hedge XI. Marketable securities held to maturity (net) XII. Subsidiaries (net) XIII. Affiliates (net) XIV. Joint ventures (net) XV. Tangible assets (net) XVI. Intangible assets (net) Goodwill Other XVII. Deferred tax assets XVIII. Assets held for sale and discontinued operations (net) Held for sale Held for discontinued operations XIX. Other assets Total assets The following notes form a part of these financial statements.

19 18 Yapı Kredi Faktoring 2012 Annual Report Balance sheet for the financial year ending at 31 December 2012 Liabilities (Restated) Independently Audited Independently Audited 31 Dec Dec Note TRY FC Total TRY FC Total Independently Audited 31 Dec Derivative financial liabilities held for trading Loans received Factoring accounts payable Leasing accounts payable Financial leasing accounts payable Business leasing accounts payable Other Deferred financial leasing expenses (-) Marketable securities issued (net) Bills Asset-backed securities Bonds Sundry creditors Other liabilities Derivative financial liabilities for hedging purposes Fair value hedge Cash flow hedge Net international investment hedge Taxes and liabilities due Provision for liabilities and expenses Provision for reorganisation Provision for employee benefits Other provisions Deferred tax liability Liabilities for non-current assets held for sale and discontinued operations (net) Relating to non-current assets held for sale Relating to discontinued operations Quasi-capital loans Shareholders equity Paid-in capital Capital reserve Share premiums Profit from shares cancelled Loss from marketable securities revaluation Loss from tangible & intangible fixed assets revaluation Bonus shares from affiliates, subsidia. and joint-ventures Loss from hedge funds revaluation (effective portion) Loss from accumulated revaluation of non-current assets held for sale and discontinuing operations Other capital reserves Profit reserves Legal reserves Statutory reserves Extraordinary reserves Other profit reserves Profit / loss Profit/loss carried forward Current year s net profit/loss Total liabilities The following notes form a part of these financial statements.

20 Yapı Kredi Faktoring 2012 Annual Report 19 Off-balance sheet items for the financial year between 1 January and 31 December 2012 Off-balance sheet accounts Independently Audited 31 Dec Independently Audited 31 Dec Note TRY FC Total TRY FC Total I Irrevocable factoring contracts II Revocable factoring contracts III Guarantees received IV Guarantees given V Commitments Irrevocable commitments Revocable commitments Lease commitments Financial lease commitments Business lease commitments Other revocable commitments IV Derivative financial instruments Derivative financial instruments for hedging purposes Fair value hedge Cash flow hedge Net international investment hedge Derivative financial instruments held for trading Forward trading transactions Swap transactions Options transactions Futures transactions Others VII Marketable securities held in custody VIII Total off-balance sheet account The following notes form a part of these financial statements.

21 20 Yapı Kredi Faktoring 2012 Annual Report Statement of income and expenses recognized in shareholders equity for the financial year between 1 January and 31 December 2012 (Restated) Indepently Indepently Audited Audited INCOME AND EXPENSES 31 Dec Dec Note Total Total I. INCOME FROM OPERATING ACTIVITIES FACTORING INCOME Interest earned on factoring accounts receivable Discounts Other Factoring fees and commissions Discounts Others INCOME FROM FINANCIAL LOANS Interest earned on financial loans Financial loan fees and commissions LEASING INCOME Financial leasing income Business leasing income Leasing fees and commissions - - II. OPERATING EXPENSES (-) Staff costs Reserve fund expenses for severance pay Research & development expenses General administrative expenses Other III. INCOME FROM OTHER OPERATING ACTIVITIES Interest received from banks Interest earned on reverse repo transactions Interest earned on marketable securities Interest earned on financial assets held for trading Income from fin. assets posted to P/L acc. at fair value Income from available-for-sale financial assets Income from investments held to maturity Dividends Profit from capital market transactions Profit from derivative financial transactions Other Foreign exchange gains Other IV. FINANCIAL EXPENSES (-) Interest paid for loans received Interest paid for factoring accounts payable Financial leasing expenses Interest paid for securities issued Other interest expenses Fees and commission paid V. SPECIFIC RESERVE FUND NONPERFORMING LOANS (-) VI. OTHER OPERATING EXPENSES (-) Impaired marketable securities Impaired fin. assets posted to P/L acc. at fair value Loss from available-for-sale financial assets Loss from investments held to maturity Impaired non-current assets Impaired non-current assets Impaired non-current assets held for sale and discontinued operations Impaired goodwill Other impaired non-current assets Impaired investments in affiliates, subsidiaries and joint-ventures Loss from derivative financial transactions Foreign exchange loss Other VII. NET OPERATING PROFIT/LOSS (I+... +VI) VIII. SURPLUS AMOUNT RECOGNIZED AS INCOME AFTER MERGER - - IX. NET MONETARY POSITION PROFIT/LOSS - - X. BEFORE-TAX PROFIT/LOSS FROM CONTINUING OPERATIONS (VII+VIII+IX) XI. RESERVE FUND FOR TAX ON CONTINUING OPERATIONS (+/-) Provision for current taxes Expense effect of deferred taxes (+) Income effect of deferred taxes (-) - (8.463) XII. NET ANNUAL PROFIT/LOSS FROM CONTINUING OPERATIONS (X +/- XI) XIII. INCOME FROM DISCONTINUED OPERATIONS Income from available-for-sale financial assets Profit on affiliates, subsidiaries and joint-ventures sold Other income from discontinued operations - - XIV. LOSSES FROM DISCONTINUED OPERATIONS (-) Expenses for available-for-sale financial assets Loss on affiliates, subsidiaries and joint-ventures sold Expenses for other discontinued operations - - XV. BEFORE-TAX PROFIT/LOSS FROM DISCONTINUED OPERATIONS (XIII+XIV) - - XVI. RESERVE FUND FOR TAX ON DISCONTINUED OPERATIONS (+/-) Provision for current taxes Expense effect of deferred taxes (+) Income effect of deferred taxes (-) - - XVII. NET ANNUAL PROFIT/LOSS FROM CONTINUING OPERATIONS (XV +/- XVI) - - XVIII. NET ANNUAL PROFIT/LOSS (XII + XVII) Earnings/loss per share (exact amount in TRY) 20 3,17 0,94 The following notes form a part of these financial statements.

22 Yapı Kredi Faktoring 2012 Annual Report 21 Statement of income and expenses recognized in shareholders equity for the financial year between 1 January and 31 December 2012 (Restated) Indepently Indepently Audited Audited 31 Dec Dec Note Total Total I. Items posted from available-for-sale financial assets to securities revaluation fund (10.811) 1.1 Net change in fair value of available-for-sale financial assets (10.811) 1.2 Net change in fair value of available-for-sale financial assets (through profit/loss) - - II. Tangible assets revaluation adjustments - - III. Intangible assets revaluation adjustments - - IV. Currency conversion differences resulting from foreign currency transactions - - V. Profit/loss from derivative fin. instruments held for cash-flow hedging purposes Profit/loss from fair value differences (effective portion) Portion reclassified and presented in income statement - - VI. Profit/loss from derivative fin. instruments held for net international investment hedging Profit/loss from fair value differences (effective portion) Portion reclassified and presented in income statement - - VII. Effect of changes in accounting policy and of errors corrected - - VIII. Other income/expense items recognized in equity pursuant to TAS - - IX. Deferred tax on valuation adjustments 13 (2.715) 542 X. Net income/expense recognized directly in equity (I+II+... +IX) (10.269) XI. Annual profit/loss XII. Total annual profit/loss recognized (X +/- XI) The following notes form a part of these financial statements.

23 22 Yapı Kredi Faktoring 2012 Annual Report Statement of changes in Equity for the financial year between 1 January and 31 December 2012 Independently Audited Tangible and Accumulated Inflation- Profit Marketable Intangible Bonus Adjustments for Assets Adjustment from Net Previous Securities Assets Shares Held for Sale and Total CHANGES IN EQUITY Paid-in for Paid-in Share Shares Legal Statutory Extraordinary Other Profit/Loss Year s Revaluation Revaluation Received from Hedge Discontinued Shareholder Note Capital Capital Premium Cancelled Reserve Reserve Reserve Reserve for 2012 Profit/Loss Adjustment Adjustment Associates Funds Operations Equity PREVIOUS YEAR I. Opening Balance at 01/01/ Changes during the year II. Increase/decrease due to merger III. Valuation adjustments to hedge transactions 3.1 Cash-flow hedges Hedges of net international investments IV. Securities valuation adjustment V. Tangible assets revaluation adjustment VI. Bonus shares received from affiliates, subsidiaries and joint-ventures VII. Securities valuation adjustment VIII. Foreign currency conversion differences IX. Change resulting from sales of assets X. Change resulting from reclassification of assets XI. Capital increase in cash XII. Equity shares issued XIII. Inflation adjustment to paid-in capital XIV. Bonds convertible to equity shares XV. Quasi-capital loans XVI. Net profit/loss for the year XVII. Dividends Dividends paid (29.618) (22.000) 17.2 Amounts transferred to reserve funds (22.000) (22.000) 17.3 Other (29.618) Closing Balance at 31/12/ Tangible and Accumulated Inflation- Profit Marketable Intangible Bonus Adjustments for Assets Adjustment from Net Previous Securities Assets Shares Held for Sale and Total CHANGES IN EQUITY Paid-in for Paid-in Share Shares Legal Statutory Extraordinary Other Profit/Loss Year s Revaluation Revaluation Received from Hedge Discontinued Shareholder (RESTATED) Note Capital Capital Premium Cancelled Reserve Reserve Reserve Reserve for 2012 Profit/Loss Adjustment Adjustment Associates Funds Operations Equity PREVIOUS YEAR I. Opening Balance at 01/01/ Changes during the year II. Increase/decrease due to merger III. Valuation adjustments to hedge Cash-flow hedges Hedges of net international investments IV. Securities valuation adjustment (10.269) (10.269) V. Tangible assets revaluation adjustment VI. Bonus shares received from affiliates, subsidiaries and joint-ventures VII. Securities valuation adjustment VIII. Foreign currency conversion differences IX. Change resulting from sales of assets X. Change resulting from reclassification of assets XI. Capital increase in cash XII. Equity shares issued XIII. Inflation adjustment to paid-in capital XIV. Bonds convertible to equity shares XV. Quasi-capital loans XVI. Net profit/loss for the year XVII. Dividends (24.763) (20.000) 17.1 Dividends paid (20.000) (20.000) 17.2 Amounts transferred to reserve funds (24.763) Other XVIII Effect of restatement (**) (30.286) (30.286) Closing Balance at 31/12/ The following notes form a part of these financial statements.

24 Yapı Kredi Faktoring 2012 Annual Report 23 Statement of changes in Equity for the financial year between 1 January and 31 December 2012 Tangible and Accumulated Inflation- Profit Marketable Intangible Bonus Adjustments for Assets Adjustment from Net Previous Securities Assets Shares Held for Sale and Total CHANGES IN EQUITY Paid-in for Paid-in Share Shares Legal Statutory Extraordinary Other Profit/Loss Year s Revaluation Revaluation Received from Hedge Discontinued Shareholder Note Capital Capital Premium Cancelled Reserve Reserve Reserve Reserve for 2012 Profit/Loss Adjustment Adjustment Associates Funds Operations Equity PREVIOUS YEAR I. Opening Balance at 01/01/ Changes during the year II. Increase/decrease due to merger III. Valuation adjustments to hedge transactions Cash-flow hedges Hedges of net international investments IV. Securities valuation adjustment V. Tangible assets revaluation adjustment VI. Bonus shares received from affiliates, subsidiaries and joint-ventures VII. Securities valuation adjustment VIII. Foreign currency conversion differences IX. Change resulting from sales of assets X. Change resulting from reclassification of assets XI. Capital increase in cash XII. Equity shares issued XIII. Inflation adjustment to paid-in capital XIV. Bonds convertible to equity shares XV. Quasi-capital loans XVI. Net profit/loss for the year XVII. Dividends (15.776) (9.714) 17.1 Dividends paid (40.000) (40.000) 17.2 Amounts transferred to reserve funds (15.776) XVIII Other (***) (30.286) (30.286) Closing Balance at 31/12/ (*) To ensure compliance with the financial reporting standards, a statement of changes in the shareholders equity was presented for each of the last three financial years due to the retrospective adjustments made to the financial statements. (**) The amount of TRY representing the difference between the unadjusted before-tax profit (TRY ) reflected in the independent auditor s report of 31 December 2011 and the retrospectively adjusted profit (TRY ) for 2011 resulted from the difference between the reserve fund created for a factoring customer s debt (TRY ) and the net tax asset deferred (TRY 7.570) (see Note 2.2.2). (***) At the end of March 2012, i.e. after the disclosure of the 2011 annual financial statements on 22 February 2012, the Company s management stated that the amount of TRY , which is recognized in the Factoring Accounts Receivable line item of the balance sheet for the year ending 31 December 2011, could not be collected due to the fact that the relevant documents, such as invoices, customs declarations and bills of lading, transferred by a factoring customer proved false, and that the said amount was consequently recognized as loss. The Company s management also stated that the amount of TRY due by the same customer was classified as loss in the balance sheet of 31 March 2012 and, accordingly, a specific reserve fund was created for the said amount. Pursuant to Turkish Accounting Standard 10 (Material Events Occurring after the Reporting Period), A corporation shall adjust its financial statements in order to reflect any material event that has occurred after the date of its balance sheet. For that reason, we, as auditors of the accompanying financial statements, retrospectively adjusted the Company s financial statements for the year ending at 31 December 2011, disclosed on 22 February 2012, to reflect the effects of the above-said loss in accordance with Article 46 of the Regulation on the Licensing of Audit Firms to Conduct Independent Audits at Banks, promulgated in Official Gazette No , dated 1 November The said adjustment was made on the basis of the report sent by BRSA to the Company on 26 November The changes in equity reflected in the line item Other shows the effect of the said adjustment on the Company s carried forward profit and loss, including deferred tax liabilities. The following notes form a part of these financial statements.