ASYA KATILIM BANKASI A.Ş.

Transcription

1 (Convenience translation of the independent auditors limited review report and financial statements originally issued in Turkish - see section three Note XXV) CONSOLIDATED FINANCIAL STATEMENTS INCLUDING INDEPENDENT AUDITORS LIMITED REVIEW REPORT FOR THE INTERIM PERIOD ENDED MARCH 31, 2013

2 (Convenience translation of the independent auditors limited review report and financial statements originally issued in Turkish - see section three Note XXV) To the Board of Directors of Asya Katılım Bankası A.Ş.; We have reviewed the consolidated balance sheet of Asya Katılım Bankası A.Ş. ( the Bank ) and its consolidated subsidiaries ( the Group ) at March 31, 2013 and the related consolidated income statement, consolidated statement of income and expense items accounted under shareholders equity, consolidated statement of cash flows, consolidated statement of changes in shareholders equity for the period then ended. These consolidated financial statements are the responsibility of the Bank s management. Our responsibility as independent auditors is to issue a report on these consolidated financial statements based on our review. We conducted our review in accordance with the regulations on account and booking system and accounting and independent principles set out as per the Banking Act No Those principles require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to applying analytical procedures to financial data and making inquiries of the Group s management, and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not give a true and fair view of the financial position of Asya Katılım Bankası A.Ş. and its consolidated subsidiaries at March 31, 2013 and of the results of its operations and its cash flows for the period then ended in accordance with accounting principles and standards set out by regulations in conformity with Article 37 and 38 of Banking Law No and other regulations, communiqués, interpretations and circulars published by the Banking Regulation and Supervision Agency on accounting and financial reporting principles. The consolidated financial statements of the Group as of and for the three months period ended March 31,2012 and as of and for the year ended December 31, 2012 prepared in accordance with the accounting principles and standards set out by regulations in conformity with Article 37 and 38 of the Banking Act No. 5411were reviewed and audited, respectively, by another audit firm, who in their review report dated May 31, 2012 stated that nothing has come to their attention that causes them to believe that the consolidated financial statements of the Bank as of and for the three months ended March 31, 2012 do not give a true and fair view of the financial position, results of operations and cash flows in accordance with accounting principles and standards set out by regulations in conformity with Articles 37 and 38 of the Banking Act No and other regulations, communiqués, interpretations and circulars published by the Banking Regulation and Supervision Agency ( BRSA ) on accounting and financial reporting principles, and in their report dated April 12, 2013 expressed an unqualified opinion on the consolidated financial statements as of and for the year ended December 31, Additional paragraph for convenience translation to English: As explained in detail in Note XXV. of Section Three, the effects of differences between accounting principles and standards set out by regulations in conformity with articles 37 and 38 of the Banking Act No. 5411, accounting principles generally accepted in countries in which the accompanying consolidated financial statements are to be distributed and International Financial Reporting Standards ( IFRS ) have not been quantified in the accompanying consolidated financial statements. Accordingly, the accompanying consolidated financial statements are not intended to present the financial position, results of operations and changes in financial position and cash flows in accordance with the accounting principles generally accepted in such countries and IFRS. Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi A member firm of Ernst&Young Global Limited Fatma Ebru Yücel, SMMM, Partner May 24, 2013 İstanbul, Turkey

3 THE CONSOLIDATED FINANCIAL REPORT OF FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2013 Address of the Headquarter of the Parent Bank : Saray Mahallesi, Dr. Adnan Büyükdeniz Caddesi No: Ümraniye/İSTANBUL Phone and Fax Numbers of the Parent Bank : / Website of the Parent Bank : raporlama@bankasya.com.tr The consolidated financial report for the three months designed by the Banking Regulation and Supervision Agency in line with Communiqué on Financial Statements to be Publicly Announced and the Related Policies and Disclosures consists of the sections listed below: GENERAL INFORMATION ABOUT THE PARENT BANK CONSOLIDATED FINANCIAL STATEMENTS OF THE PARENT BANK EXPLANATIONS ON THE CORRESPONDING ACCOUNTING POLICIES APPLIED IN THE RELATED PERIOD INFORMATION ON CONSOLIDATED FINANCIAL STRUCTURE OF THE GROUP EXPLANATORY DISCLOSURES AND FOOTNOTES ON CONSOLIDATED FINANCIAL STATEMENTS OTHER EXPLANATIONS AND DISCLOSURES LIMITED REVIEW REPORT The subsidiaries and associates consolidated within the framework of the reporting package are as follows: Subsidiaries Associates (1) Işık Sigorta A.Ş. Tamweel Africa Holding S.A. (2) Tuna Gayrimenkul Yatırım Ortaklığı A.Ş. - (3) Asya Emeklilik ve Hayat A.Ş. - (4) Asyafin Sigorta Aracılık Hizmetleri Ltd. Şti. - (5) Asya Yatırım Menkul Değerler A.Ş. - (6) Asya Varlık Kiralama A.Ş. - Asya Sukuk Company Limited which is not a subsidiary of the Bank but over which the Bank has 100% controlling power, has been included in the consolidation due to the reason that this company is a Special Purpose Entity. The consolidated financial statements for the three months and the explanatory footnotes and disclosures, unless otherwise indicated, are prepared in Thousands of Turkish Lira, in accordance with the Communiqué on Banks Accounting Practice and Maintaining Documents, Turkish Accounting Standards, Turkish Financial Reporting Standards, related communiqués and the Banks records, have been reviewed and presented as attached. Prof. Dt. Erhan BİRGİLİ Ahmet BEYAZ Mahmut YALÇIN Kamil YILMAZ Chairman of the Board Manager in Charge of of Directors Financial Reporting Member of the Board of Directors and General Manager Assistant General Manager Responsible of Financial Reporting Dt. Ercüment GÜLER Member of the Board of Directors and Member of the Audit Committee Mehmet URUÇ Member of the Board of Directors and Member of the Audit Committee Responsible personnel for the questions that can be raised on the financial statements: Name-Surname/Title: Merve Yasemin GÜNEŞ / Assistant Manager in Charge of Budgeting and Financial Controlling Telephone Number : Fax Number :

4 SECTION ONE GENERAL INFORMATION I. History of the Parent Bank Including Its Incorporation Date, Initial Status and Amendments to the Initial Status 1 II. Shareholder Structure, Shareholders Having Direct or Indirect, Joint or Individual Control Over the Management and Internal Audit of the Parent Bank, Changes in Shareholder Structure During the, if any and Information on the Bank s Risk Group 3 III. Explanations Regarding the Shares of the Parent Bank Owned by and Areas of Responsibility of the Chairman and the Members of Board of Directors, Audit Committee Members, Chief Executive Officer, Executive Vice Presidents 3 IV. Individuals and Institutions That Have Qualified Shares in the Parent Bank 3 V. Summary Information on the Parent Bank s Services and Activity Areas 4 VI. Differences between the Communiqué on Preparation of Consolidated Financial Statements of Banks and Turkish Accounting Standards with respect to consolidation and Short Explanation About the Institutions Subject to Full or Proportional Consolidation and Institutions which are Deducted from Equity or not Included in These Three Methods 4 VII. Current or Likely Actual or Legal Barriers to Immediate Transfer of Equity or Repayment of Debts between Parent Bank and Its Subsidiaries 4 SECTION TWO THE CONSOLIDATED FINANCIAL STATEMENTS I. Consolidated Balance Sheet 5 II. Consolidated Statement of Off-Balance Sheet Contingencies and Commitments 7 III. Consolidated Statement of Income 8 IV. Consolidated Statement of Income and Expense Accounted under Equity 9 V. Consolidated Statement of Changes in Shareholders Equity 10 VI. Consolidated Statement of Cash Flows 12 SECTION THREE ACCOUNTING PRINCIPLES I. Explanations on Basis of Presentation 13 II. Explanations on Strategy for Use of Financial Instruments and Foreign Currency Transactions 14 III. Information about the Parent Bank and its Consolidated Subsidiaries 14 IV. Explanations on Forward and Option Contracts and Derivative Instruments 15 V. Explanations on Profit Share Income and Expenses 15 VI. Explanations on Fees and Commission Income and Expenses 15 VII. Explanations on Financial Assets 16 VIII. Explanations on Impairment of Financial Assets 18 IX. Explanations on Offsetting Financial Assets and Liabilities 18 X. Explanations on Sales and Repurchase Agreements and Lending of Securities 18 XI. Explanations on Assets Held for Sale, Discontinued Operations and Liabilities Related to Those Assets 18 XII. Explanations on Goodwill and Other Intangible Assets 19 XIII. Explanations on Tangible Assets 19 XIV. Explanations on Leasing Transactions 20 XV. Explanations on Provisions and Contingent Liabilities 20 XVI. Explanations on Liabilities for Employee Benefits 21 XVII. Explanations on Taxation 21 XVIII. Additional Explanations on Borrowings 22 XIX. Explanations on Issuance of Share Certificates 22 XX. Explanations on Avalized Drafts and Acceptances 22 XXI. Explanations on Government Incentives 23 XXII. Explanations on Segment Reporting 23 XXIII. Explanations on Other Matters 24 XXIV. Explanations on Other Accounting Policies 24 XXV. Additional Paragraph for Convenience Translation 26

5 SECTION FOUR INFORMATION ON THE CONSOLIDATED FINANCIAL STRUCTURE I. Explanations Related to the Consolidated Capital Adequacy Standard Ratio 27 II. Explanations Related to the Consolidated Market Risk 30 III. Explanations Related to the Consolidated Currency Risk 31 IV. Explanations Related to the Consolidated Interest Rate Risk 33 V. Explanations Related to the Consolidated Liquidity Risk 33 SECTION FIVE EXPLANATIONS AND DISCLOSURES ON THE CONSOLIDATED FINANCIAL STATEMENTS I. Explanations and Disclosures Related to the Consolidated Assets 38 II. Explanations and Disclosures Related to the Consolidated Liabilities 53 III. Explanations and Disclosures Related to the Consolidated Off-Balance Sheet Contingencies and Commitments 62 IV. Explanations and Disclosures Related to the Consolidated Income Statement 64 V. Explanations on the Risk Group of the Parent Bank 68 VI. Explanations and Disclosures Related to Subsequent Event 69 SECTION SIX OTHER EXPLANATIONS I. Other Explanations on the Operations of the Parent Bank 70 SECTION SEVEN INDEPENDENT AUDITORS REPORT I. Explanations on the Independent Auditors Limited Review Report 70 II. Other Footnotes and Explanations Prepared by the Independent Auditors 70

6 ORIGINIALLY IN TURKISH, SEE NOTE XXV OF SECTION THREE SECTION ONE GENERAL INFORMATION I. History of the Parent Bank Including Its Incorporation Date, Initial Legal Status and Amendments to the Initial Legal Status Incorporation of the Parent Bank is permitted with the decision of the Council of Ministers No: 96/8041 on April 11, 1996 as published in the Official Gazette dated April 25, The Parent Bank was registered on September 20, 1996 and the Articles of Association was published in the Trade Registry Gazette on September 25, The decision regarding the change in the title of The Parent Bank was settled in the Extraordinary General Board of Directors meeting dated December 22, 2005 and the title was changed from Asya Finans Kurumu A.Ş. into Asya Katılım Bankası A.Ş. and it was published in the Trade Registry Gazette on December 26, Information on Consolidated Subsidiaries: Işık Sigorta A.Ş. Işık Sigorta A.Ş. ( the Company ) was established in 1995 in İstanbul and operates in various insurance and reinsurance sectors excluding life insurance. The Company is registered in Turkey, and it s headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. The Company currently has 155 personnel as of March 31, Işık Sigorta A.Ş. currently has 4 regional management offices, 2 regional representation offices and (including The Parent Bank branches) agencies. Shareholding percentage of the Parent is 67,52% in the Company.. Tuna Gayrimenkul Yatırım Ortaklığı A.Ş. Based on the announcement of the Capital Market Board dated August 13, 2009, it has been permitted transformation of the subsidiary of the Parent Bank Asyafin Turizm İnşaat San. A.Ş. into Tuna Gayrimenkul Yatırım Ortaklığı A.Ş. with the decision dated March 27, 2009 and numbered 7/194. The transformation and registration have been completed as of September 30, 2009 and the Articles of Association has been published in the Trade Registry Gazette on October 8, Shareholding percentage of the Parent is 22,94% in the Company. The company s main operations are development of residential and saleable real estate and generation of rental revenue from its own real estate portfolio. The company is registered in Turkey, and its headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. The company currently has 23 personnel as of March 31, Asya Emeklilik ve Hayat A.Ş. Asya Emeklilik ve Hayat A.Ş. was established in 2011 and started to operate private pension, life and casualty insurance areas. The Company is registered in Turkey, and its headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. The company currently has 81 personnel as of March 31, Shareholding percentage of the Parent is 97,99% in the Company. 1

7 ORIGINIALLY IN TURKISH, SEE NOTE XXV OF SECTION THREE I. History of the Parent Bank Including Its Incorporation Date, Initial Legal Status and Amendments to the Initial Legal Status (Cont d) Asyafin Sigorta Aracılık Hizmetleri Ltd. Şti. Asyafin Sigorta Aracılık Hizmetleri Ltd. Şti. was established in 1997 in İstanbul and shows a variety of insurance and reinsurance activities. As of reporting date, the Company has no operation. The Company is registered in Turkey, and it s headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. As of March 31, 2013, The Company has no personnel. Shareholding percentage of the Parent is 95,00% in the Company. Asya Yatırım Menkul Değerler A.Ş. Asya Yatırım Menkul Değerler A.Ş. was established in Novamber 2, 2012 with TRY capital and share of the Parent Bank is 100%. As of March 31, 2013, the Company currently has 13 personnel. The Company has completed the infrastructure development to actualize operational activities and applications for authorizantions were made to the Capital Markets Board. The Company s goal is to arrange corporate and individual investors for accessing capital markets in accordance with the principles of participation banking service aims to provide service. The Company is registered in Turkey, and it s headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. Asya Varlık Kiralama A.Ş. Asya Varlık Kiralama A.Ş. was established in December 10, 2012 by Capital Markets Board regulation dated 1 April 2010 Communiqué on Principles Regarding Lease Certificates and Asset Leasing Companies in accordance with the regulations and conditions specified in the rental certificate in domestic and international markets (Sukuk) in order to perform the export, the share of the Parent Bank is 100%. The Company is registered in Turkey, and it s headquarter is located in Saray Mah. Dr. Adnan Büyükdeniz Cad. No: Ümraniye, İstanbul. As of March 31, 2013, the Company has no personnel. Information on Consolidated Associate: Tamweel Africa Holding S.A. Tamweel Africa Holding S.A. (the Holding ) was established in June 9, % of it belongs to The Islamic Corporation fot The Development of The Private Sector (ICD), 40% of it belongs to Asya Katılım Bankası A.Ş. The Holding is registered in Senegal, and its headquarter is located in Almadies Lot No:2 Domaine du Littoral P.O.Box : Dakar Fann Senegal.The Holding currently has 10 personnel as of March 31, 2013 and 4 banks operating in Senegal, Guinea, Niger and Mauritania. 2

8 ORIGINIALLY IN TURKISH, SEE NOTE XXV OF SECTION THREE II. Shareholder Structure, Shareholders Having Direct or Indirect, Joint or Individual Control Over the Management and Internal Audit of the Parent Bank, Changes in Shareholder Structure During the, if any and Information on the Parent Bank s Risk Group The Parent Bank has no shareholders having more than 10% shareholding or direct or indirect, joint or individual control over the management of the Parent Bank. The Parent Bank is not included in any group. As of March 31, ,40% of Parent shares are publicly traded (December 31, 2012: 53,36%). III. Explanations Regarding the Shares of the Parent Bank Owned by and Areas of Responsibility of the Chairman and the Members of Board of Directors, Audit Committee Members, Chief Executive Officer, Executive Vice Presidents Title Name Area of Responsibility Chairman of the Board of Directors Prof. Dt. Erhan BİRGİLİ Chairman of the Board of Directors Member of the Board of Directors Mustafa Talat KATIRCIOĞLU Vice Chairman of the Board of Directors Ali ÇELİK Member of the Board of Directors Recep KOÇAK Member of the Board of Directors Mehmet GÖZÜTOK Member of the Board of Directors Zafer ERTAN Member of the Board of Directors Mehmet URUÇ Member of the Board of Directors and the Audit Committees Dt. Ercüment GÜLER Member of the Board of Directors and the Audit Committees General Manager Ahmet BEYAZ Member of the Board of Directors and CEO Assistant General Managers Murat DEMİR Commercial Banking Groups Ahmet AKAR Loan Allocation Group Feyzullah EĞRİBOYUN Treasury Group Fahrettin SOYLU Banking Operations Group Mahmut YALÇIN Financial Affairs and Associates Group Talha Salih YAYLA Risk Monitoring Legal Group and Law Group Hakan Fatih BÜYÜKADALI Human Resources Group Ali TUĞLU Information Technologies Group Coordinator Abdurrahman KÖSE Retial Banking Group Group President Murat AYDOĞAN Support Services Group (*) Shares of the Parent Bank owned by the above stated the top management are negligible. IV. Individuals and Institutions That Have Qualified Shares in the Parent Bank The Parent Bank s capital, amounting to TRY , consists of qualified shares, amounting to TRY and the holders of the A Group type shares are considered as qualified. The qualified shareholders are listed below: Name & Surname / Commercial Title Share Amount Share Amount Paid Shares Unpaid Shares ORTADOĞU TEKSTİL TİC. SAN. A.Ş , FORUM İNŞAAT DEKORASYON TURİZM SAN. VE TİC. A.Ş , BJ TEKSTİL TİCARET VE SANAYİ A.Ş , ABDULKADİR KONUKOĞLU , SÜRAT BASIM YAYIN REKLAMCILIK VE EĞİTİM ARAÇLARI SAN. TİC. A.Ş , DOYGUN GIDA SAN. VE TİC. DAĞITIM A.Ş , OSMAN CAN PEHLİVAN , SERRA TURİZM LTD. ŞTİ , HASAN SAYIN , NEGİŞ GİYİM İMALAT VE İHRACAT A.Ş , OTHER , Total ,

9 ORIGINIALLY IN TURKISH, SEE NOTE XXV OF SECTION THREE V. Summary Information on the Parent Bank s Services and Activity Areas The Parent Bank operates in accordance with the principles of interest-free banking as a participation bank, by collecting funds through current accounts and profit sharing accounts, and lending such funds through production support, finance lease and profit/loss sharing partnership. The Parent Bank has two ways of collecting funds; current accounts and profit sharing accounts. The Parent Bank classifies current accounts and profit sharing accounts in accordance with their maturities in its accounting system. Profit sharing accounts are categorized into five different maturity groups; up to one month, up to three months (three months included), up to six months (six months included), up to one year and one year (one year included) and more than one year (one month, three months, six months and one year profit share payment). The Parent Bank could determine the participation rates on profit/loss sharing accounts with respect to the maturity group of TRY and foreign currency accounts, seperately under the limitation that the participation rate on loss shall not be less than 50%, for different currency type, amount and maturity groups specifically. The Parent Bank constitutes specific fund pools, allocated to the individually predetermined projects for financing purposes. Profit sharing accounts, which are part of the funds collected for project financing purpose, are distinguished from others with respect to the terms, accounted seperately from the others and it is not allowed to make any transfers from these accounts to any other maturity groups. Specific fund pools are clarified at the end of the financing period. The Parent Bank has no specific fund pools as of March 31, In addition to the regular banking activities, the Parent Bank operates as an agency on behalf of Işık Sigorta A.Ş. and intervenes stock purchase-sell transactions on behalf of Bizim Menkul Değerler A.Ş. and regulation processes commission on behalf of Asya Emeklilik ve Hayat A.Ş. VI. Differences between the Communiqué on Preparation of Consolidated Financial Statements of Banks and Turkish Accounting Standards with respect to consolidation and Short Explanation About the Institutions Subject to Full or Proportional Consolidation and Institutions which are Deducted from Equity or not Included in These Three Methods According to Communique on Consolidated Financial Reporting only subsidiaries retrieving the scope of consolidation, accordance with Turkish Accounting Standards all financial and non-financial subsidiaries should be taken the scope of consolidation. The Parent Bank s financial subsidiaries on the scope of consolidation, financial investment in associate Tamweel Holding SA have been consolidated under equity accounting method. There is no subsidiary to which proportionale consolidation is applied. VII. Current or Likely Actual or Legal Barriers to Immediate Transfer of Equity or Repayment of Debts between Parent Bank and Its Subsidiaries None. 4

10 SECTION TWO THE CONSOLIDATED FINANCIAL STATEMENTS

11 CONSOLIDATED BALANCE SHEET AS OF 31 MARCH 2013 (STATEMENT OF FINANCIAL POSITION) ASSETS Notes (Section Five-I) THOUSAND TURKISH LIRA CURRENT PERIOD (31/03/2013) PRIOR PERIOD (31/12/2012) TL FC Total TL FC Total I. CASH AND BALANCES WITH THE CENTRAL BANK (1) II. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS (net) (2) Trading Financial Assets Public Sector Debt Securities Equity Securities Derivative Financial Assets Held for Trading Other Marketable Securities Financial Assets at Fair Value Through Profit and Loss Public Sector Debt Securities Equity Securities Loans Other Marketable Securities III. BANKS (3) IV. MONEY MARKET PLACEMENTS V. FINANCIAL ASSETS-AVAILABLE FOR SALE (net) (4) Equity Securities Public Sector Debt Securities Other Marketable Securities VI. LOANS AND RECEIVABLES (5) Loans and Receivables Loans to Risk Group of The Bank Public Sector Debt Securities Other Non performing loans Specific Provisions (-) ( ) (2.164) ( ) ( ) (1.312) ( ) VII. INVESTMENTS HELD TO MATURITY (net) (6) VIII. INVESTMENTS IN ASSOCIATES (net) (7) Accounted for under Equity Method Unconsolidated Associates Financial Associates Non-Financial Associates IX. SUBSIDIARIES (net) (8) Unconsolidated Financial Subsidiaries Unconsolidated Non-Financial Subsidiaries X. JOINT VENTURES (net) (9) Accounted for under Equity Method Unconsolidated Financial Joint Ventures Non-Financial Joint Ventures XI. LEASE RECEIVABLES (net) (10) Finance Lease Receivables Operational Lease Receivables Other Unearned Income ( - ) (95.523) (437) (95.960) (95.834) (635) (96.469) XII. DERIVATIVE FINANCIAL ASSETS FOR HEDGING PURPOSES (11) Fair Value Hedge Cash Flow Hedge Hedge of Net Investment Risks in Foreign Operations XIII. TANGIBLE ASSETS (net) XIV. INTANGIBLE ASSETS (net) Goodwill Other XV. INVESTMENT PROPERTY (net) (12) XVI. TAX ASSET (13) Current Tax Asset Deferred Tax Asset XVII. ASSETS HELD FOR SALE AND ASSETS OF DISCONTINUED OPERATIONS (net) (14) Assets Held for Sale Assets of Discontinued Operations XVIII. OTHER ASSETS (15) TOTAL ASSETS

12 CONSOLIDATED BALANCE SHEET AS OF 31 MARCH 2013 (STATEMENT OF FINANCIAL POSITION) LIABILITIES Notes (Section Five-II) THOUSAND TURKISH LIRA CURRENT PERIOD (31/03/2013) PRIOR PERIOD (31/12/2012) TL FC Total TL FC Total I. FUNDS COLLECTED (1) Funds from Risk Group of The Bank Other II. DERIVATIVE FINANCIAL LIABILITIES HELD FOR TRADING (2) III. FUNDS BORROWED (3) IV. BORROWINGS FROM MONEY MARKETS V. SECURITIES ISSUED (net) (4) VI. MISCELLANEOUS PAYABLES VII. OTHER LIABILITIES (5) VIII. LEASE PAYABLES (net) (6) Finance Lease Payables Operational Lease Payables Other Deferred Finance Lease Expenses ( - ) IX. DERIVATIVE FINANCIAL LIABILITIES FOR HEDGING PURPOSES (7) Fair Value Hedge Cash Flow Hedge Net Foreign Investment Hedge X. PROVISIONS (8) General Provisions Restructuring Reserves Reserve for Employee Benefits Insurance Technical Reserves (net) Other Provisions XI. TAX LIABILITY (9) Current Tax Liability Deferred Tax Liability XII. LIABILITIES FOR ASSETS HELD FOR SALE AND ASSETS OF DISCONTINUED OPERATIONS (net) (10) Assets Held for Sale Assets of Discontinued Operations XIII. SUBORDINATED LOANS (11) XIV. SHAREHOLDERS' EQUITY (12) Paid-In Capital Capital Reserves Share Premium Share Cancellation Profits Marketable Securities Revaluation Reserve Revaluation Reserve on Tangible Assets Revaluation Reserve on Intangible Assets Investment Property Revaluation Reserve Bonus Shares From Associates, Subsidiaries and Jointly Controlled Entities Hedging Funds (Effective Portion) Revaluation Reserve on Assets Held For Sale and Assets of Discontinued Operations Other Capital Reserves Profit Reserves Legal Reserves Status Reserves Extraordinary Reserves Other Profit Reserves (308) - (308) Profit or Loss s Profit / (Loss) (18.931) - (18.931) (8.622) - (8.622) Profit / (Loss) Minority Interest TOTAL LIABILITIES

13 CONSOLIDATED OFF BALANCE SHEET COMMITMENTS AT 31 MARCH 2013 OFF BALANCE SHEET Notes (Section Five- III) THOUSAND TURKISH LIRA CURRENT PERIOD (31/03/2013) PRIOR PERIOD (31/12/2012) TRY FC Total TRY FC Total A. OFF BALANCE SHEET COMMITMENTS (I+II+III) I. GUARANTEES AND SURETIES (1),(2) Letters of Guarantees Guarantees Subject to State Tender Law Guarantees Given for Foreign Trade Operations Other Letters of Guarantee Bank Loans Import Letter of Acceptances Other Bank Acceptances Letter of Credits Documentary Letter of Credits Other Letter of Credits Prefinancing Given as Guarantee Endorsements Endorsements to the Central Bank of Turkey Other Endorsements Other Guarantees Other Collaterals II. COMMITMENTS (1),(2) Irrevocable Commitments Forward Asset Purchase Commitments Share Capital Commitment to Associates and Subsidiaries Loan Granting Commitments Securities Underwriting Commitments Commitments for Reserve Deposit Requirements Payment Commitment for Checks Tax And Fund Liabilities from Export Commitments Commitments for Credit Card Expenditure Limits Commitments for Promotions Related with Credit Cards and Banking Activities Receivables From Short Sale Commitments Payables for Short Sale Commitments Other Irrevocable Commitments Revocable Commitments Revocable Loan Granting Commitments Other Revocable Commitments III. DERIVATIVE FINANCIAL INSTRUMENTS Derivative Financial Instruments for Hedging Purposes Fair Value Hedge Cash Flow Hedge Hedge of Net Investment in Foreign Operations Held for Trading Transactions Forward Foreign Currency Buy/Sell Transactions Forward Foreign Currency Transactions-Buy Forward Foreign Currency Transactions-Sell Other Forward Buy/Sell Transactions Other B. CUSTODY AND PLEDGED ITEMS (IV+V+VI) IV. ITEMS HELD IN CUSTODY Assets Under Management Investment Securities Held in Custody Checks Received for Collection Commercial Notes Received for Collection Other Assets Received for Collection Assets Received for Public Offering Other Items Under Custody Custodians V. PLEDGED ITEMS Marketable Securities Guarantee Notes Commodity Warranty Properties Other Pledged Items Pledged Items-Depository VI. ACCEPTED INDEPENDENT GUARANTEES AND WARRANTIES TOTAL OFF BALANCE SHEET ACCOUNTS (A+B)

14 CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED 31 MARCH 2013 INCOME AND EXPENSE ITEMS Notes (Section Five-IV) THOUSAND TURKISH LIRA CURRENT PERIOD PRIOR PERIOD (01/01/2013- (01/01/ /03/2013) 31/03/2012) I. PROFIT SHARE INCOME (1) Profit Share on Loans Income Received from Reserve Deposits Income Received from Banks Income Received from Money Market Placements Income Received from Marketable Securities Portfolio Held-For-Trading Financial Assets Financial Assets at Fair Value Through Profit and Loss Available-For-Sale Financial Assets Investment-Held for Maturity Finance Lease Income Other Profit Share Income II. PROFIT SHARE EXPENSE (2) ( ) ( ) 2.1 Expense on Profit Sharing Accounts ( ) ( ) 2.2 Profit Share Expense on Funds Borrowed (14.843) (11.613) 2.3 Profit Share Expense on Money Market Borrowings - (3.288) 2.4 Expense on Securities Issued (524) Other Profit Share Expense (320) (15) III. NET PROFIT SHARE INCOME (I II) IV. NET FEES AND COMMISSIONS INCOME/EXPENSES Fees and Commissions Received Non-Cash Loans Other (11) Fees and Commissions Paid (21.312) (24.406) Non-Cash Loans (3) (5) Other (11) (21.309) (24.401) V. DIVIDEND INCOME - - VI. TRADING INCOME/LOSS(net) (3) Capital Market Transaction Income / (Loss) Income / (Loss) from Derivative Financial Instruments Foreign Exchange Income / (Loss) (17.773) (45.026) VII. OTHER OPERATING INCOME (4) VIII. TOTAL OPERATING INCOME (III+IV+V+VI+VII) IX. PROVISION FOR LOAN LOSSES AND OTHER RECEIVABLES (-) (5) ( ) (95.252) X. OTHER OPERATING EXPENSES (-) (6) ( ) ( ) XI. NET OPERATING INCOME/(LOSS) (VIII-IX-X) XII. AMOUNT IN EXCESS RECORDED AS GAIN AFTER MERGER - - XIII. INCOME / (LOSS) ON EQUITY METHOD XIV. INCOME / (LOSS) ON NET MONETARY POSITION - - XV. INCOME / (LOSS) FROM CONTINUED OPERATIONS BEFORE TAXES (XI+ +XIV) (7) XVI. TAX PROVISION FOR CONTINUED OPERATIONS (±) (8) (9.761) (13.776) 16.1 Provision for Current Taxes (15.666) (16.176) 16.2 Provision for Deferred Taxes XVII. NET INCOME / (LOSS) FROM CONTINUED OPERATIONS (XV±XVI) (9) XVIII. INCOME FROM DISCONTINUED OPERATIONS Income from Assets Held For Sale Income from Sale Of Associates, Subsidiaries And Jointly Controlled Entities (Joint Vent.) Income from Other Discontinued Operations - - XIX. LOSS FROM DISCONTINUED OPERATIONS (-) Loss from Assets Held for Sale Loss on Sale of Associates, Subsidiaries and Jointly Controlled Entities (Joint Vent.) Loss from Other Discontinued Operations - - XX. INCOME / (LOSS) ON DISCONTINUED OPERATIONS BEFORE TAXES (XVIII-XIX) - - XXI. TAX PROVISION FOR DISCONTINUED OPERATIONS (±) Provision for Current Taxes Provision for Deferred Taxes - - XXII. NET INCOME / LOSS FROM DISCONTINUED OPERATIONS (XX±XXI) - - XXIII. NET INCOME / LOSS (XVII+XXII) (10) Group s Income/Loss Minority Interest Earnings Per Share 0,04 0,06 8

15 STATEMENT OF INCOME AND EXPENSES ACCOUNTED UNDER CONSOLIDATED SHAREHOLDERS EQUITY FOR THE PERIOD ENDED 31 MARCH 2013 STATEMENT OF INCOME AND EXPENSE ITEMS ACCOUNTED UNDER SHAREHOLDERS EQUITY THOUSAND TURKISH LIRA CURRENT PERIOD (01/01/ /03/2013) PRIOR PERIOD (01/01/ /03/2012) I. ADDITIONS FROM MARKETABLE SECURITIES REVALUATION DIFFERENCES FOR AVAILABLE FOR SALE FINANCIAL ASSETS (2.147) II. TANGIBLE ASSETS REVALUATION DIFFERENCES - - III. INTANGIBLE ASSETS REVALUATION DIFFERENCES - - IV. FOREIGN EXCHANGE DIFFERENCES FOR FOREIGN CURRENCY TRANSACTIONS (609) (10.723) V. PROFIT/LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS FOR CASH FLOW HEDGE PURPOSES (EFFECTIVE PORTION OF FAIR VALUE DIFFERENCES) - - VI. VII. PROFIT/LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS FOR HEDGE OF NET INVESTMENT IN FOREIGN OPERATIONS (EFFECTIVE PORTION OF FAIR VALUE DIFFERENCES) - - 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 ON VALUATION DIFFERENCES 429 (1.982) X. TOTAL NET PROFIT/LOSS ACCOUNTED UNDER EQUITY (I+II+ +IX) (2.327) (2.793) XI. PROFIT/LOSS Change in Fair Value of Marketable Securities (Transfer To Profit/Loss) Reclassification and Transfer of Derivatives Accounted for Cash Flow Hedge Purposes to Income Statement Transfer of Hedge of Net Investments in Foreign Operations to Income Statement Other XII. TOTAL PROFIT/LOSS ACCOUNTED FOR THE PERIOD (X±XI)

16 CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDERS EQUITY FOR THE PERIOD ENDED 31 MARCH 2013 CHANGES IN SHAREHOLDERS EQUITY Notes (Section Five) Paid-in Capital Effect of Inflation Accounting on Capital and Other Capital Reserves Share Premium Share Certificate Cancellation Profits Legal Reserves Status Reserves Extraordinary Reserves Other Reserves Current Period Net Income / (Loss) Prior Years Net Income / (Loss) Marketable Securities Revaluation Reserve Tangible and Intangible Assets Revaluation Fund Bonus Shares from Investme nts Hedging Reserves Asset Held For Sale and Disc.op. Valuation Fund Total Equity Excluding Minority interest Minority Interest Total Equity PRIOR PERIOD (01/01/ /03/2012) I. Period Opening Balance (13.599) II. Changes in Accounting Policies According to TAS Effects of Errors in Accounting Policies Effects of the Changes III. New Balance (I+II) (13.599) Changes In the Period IV. Increase/Decrease due to the Merger V. Marketable SecuritiesValuation Differences VI. Hedging Transactions Cash Flow Hedge Foreign Investment Hedge VII. Property and Equipment Revaluation Differences VIII. Intangible Fixed Assets Revaluation Differences IX. Bonus Shares from Investments in Associates, Subsidiaries and Joint Ventures X. Foreign Exchange Differences (10.723) (10.723) - (10.723) XI. Changes due to the disposal of assets XII. Reclassification of assets Effects of Changes in Equity of Investments in - XIII.. Associates XIV. Capital Increase Cash Increase Internal Resources XV. Share Premium XVI. Share Cancellation Profits XVII. Paid-in Capital Inflation Adjustment Difference XVIII Other (742) (718) (1.595) (2.313) XIX. Current Year Income or (Loss) XX. Profit distribution ( ) Dividends Paid Transfers to Reserves ( ) Other Period End Balance (III+IV+V+ +XVIII+XIX+XX) (5.191) (2.498) (5.669)

17 CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDERS EQUITY FOR THE PERIOD ENDED 31 MARCH 2013 CHANGES IN SHAREHOLDERS EQUITY Notes (Section Five) Paid-in Capital Effect of Inflation Accounting on Capital and Other Capital Reserves Share Premium Share Certificate Cancellation Profits Legal Reserves Status Reserves Extraordinary Reserves Other Reserves Current Period Net Income / (Loss) Prior Years Net Income / (Loss) Marketable Securities Revaluation Reserve Tangible and Intangible Assets Revaluation Fund Bonus Shares from Investments Hedging Reserves Asset Held For Sale and Disc.op. Valuation Fund Total Equity Excluding Minority interest Minority Interest Total Equity CURRENT PERIOD (01/01/ /03/2013) I. Period Opening Balance Changes In the Period II Increase/Decrease due to the Merger III. Marketable SecuritiesValuation Differences IV. Hedging Transactions (1.718) (1.718) - (1.718) 4.1 Cash Flow Hedge Foreign Investment Hedge V. Property and Equipment Revaluation Differences VI. Intangible Fixed Assets Revaluation Differences VII. Bonus Shares from Investments in Associates, Subsidiaries and Joint Ventures VIII Foreign Exchange Differences IX. Changes due to the disposal of assets (609) (609) - (609) X. Changes due to the reclassification of assets XI. Effects of Changes in Equity of Investments in Associates XII. Capital Increase Cash Increase Internal Resources XIII. Share Premium XIV. Share Cancellation Profits XV. Paid-in Capital Inflation Adjustment Difference XVI Other XVII. Current Year Income or (Loss) XVIII. Profit distribution Dividends Paid ( ) (1.624) (1.624) 18.2 Transfers to Reserves (1.624) (1.624) 18.3 Other ( ) Period End Balance (III+IV+V+ +XVIII+XIX+XX) (308) (18.931)

18 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31MARCH 2013 STATEMENT OF CASH FLOWS Notes THOUSAND TURKISH LIRA CURRENT PRIOR PERIOD PERIOD (01/01/2013- (01/01/ /03/2013) 31/03/2012) A. CASH FLOWS FROM BANKING OPERATIONS 1.1 Operating Profit Before Changes In Operating Assets And Liabilities Profit Share Income Received Profit Share Expense Paid ( ) ( ) Dividend Received Fees and Commissions Received Other Income Collections from Previously Written Off Loans (V ) Payments to Personnel and Service Suppliers (99.639) (71.256) Taxes Paid (19.855) (15.000) Others ( ) ( ) 1.2 Changes in operating assets and liabilities ( ) Net (Increase) Decrease in Available For Sale Financial Assets (5.072) (448) Net (Increase) Decrease in Financial Assets at Fair Value Through Profit or Loss Net (Increase) Decrease in Due From Banks and Other Financial Institutions ( ) ( ) Net (Increase) Decrease in Loans ( ) ( ) Net (Increase) Decrease in Other Assets (15.361) Net Increase (Decrease) in Funds Collected From Banks Net Increase (Decrease) in Other Funds Collected Net Increase (Decrease) in Funds Borrowed (*) Net Increase (Decrease) in Payables Net Increase (Decrease) in Other Liabilities ( ) ( ) I. Net Cash Flow From Banking Operations ( ) B. CASH FLOWS FROM INVESTING ACTIVITIES II. Net cash flow from investing activities ( ) Cash Paid for Acquisition of Jointly Controlled Operations, Associates and Subsidiaries (630) (13.196) 2.2 Cash Obtained from Sale of Jointly Controlled Operations, Associates and Subsidiaries Fixed Assets Purchases (18.219) (1.732) 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 Investment Securities (1.342) Cash Obtained from Sale of Investment Securities Other (4.714) (811) C. CASH FLOWS FROM FINANCING ACTIVITIES III. Net cash flow from financing activities (1.624) Cash Obtained from Funds Borrowed and Securities Issued Cash Used for Repayment of Funds Borrowed and Securities Issued Capital Increase Dividends Paid (1.624) Payments for Finance Leases Other - - IV. Effect of Change in Foreign Exchange Rate on Cash and Cash Equivalents (10.427) (27.665) V. Net (Decrease) / Increase in Cash and Cash Equivalents (15.781) VI. Cash and Cash Equivalents at the Beginning of the Period VII. Cash and Cash Equivalents at the End of the Period (*) It includes the subordinated loan received in

19 SECTION THREE ACCOUNTING PRINCIPLES I. Explanations on Basis of Presentation 1. Presentation of Financial Statements The Parent Bank prepares its financial statements and notes in accordance with the Communiqué on Banks Accounting Practice and Maintaining Document, Turkish Accounting Standards ( TAS ), Turkish Financial Reporting Standards ( TFRS ), other communiqués, pronouncements and explanations about accounting and financial reporting issued by the Banking Regulation and Supervision Agency ( BRSA ). The Bank maintains its books in Turkish Lira in accordance with the Banking Act, Turkish Commercial Code and Turkish Tax Legislation. The preparation of consolidated financial statements in conformity with TAS requires the use of certain critical accounting estimates by the Parent Bank management to exercise its judgment on the assets and liabilities of the balance sheet and contingent issues as of the balance sheet date. These estimates, which include the fair value calculations of financial instruments and impairments of financial assets, are being reviewed regularly and, when necessary, suitable corrections are made and the effects of these corrections are reflected to the income statement. Assumptions and estimates that are used in the preparation of the accompanying financial statements are explained in the following related disclosures. The accompanying financial statements are prepared in accordance with historical cost basis except for financial assets at fair value through profit or loss and financial assets available for sale that are presented on fair value basis. The amendments of TAS and TFRS, which have been published as of the reporting date but have not been effective, are not expected to have a material impact on the accounting policies, financial condition and performance of the Parent Bank,except for TFRS 9 Financial Instruments. The Parent Bank assesses the impact of TFRS 9 Financial Instruments. 2. Basis of Accounting The accompanying consolidated financial statements are based on the Group s legal records. The Group has recorded the adjustments and reclassifications of inflation accounting to its legal books beginning from June 30, 2004 to December 31, 2004 in accordance with Act No: 5024 of the Tax Procedural Code. As of December 31, 2003 the consolidated financial statements are prepared in accordance with the legal books and historical cost principle except for the revaluation of fixed assets and includes adjustments and reclassifications, including restatement for the changes in the general purchasing power of the Turkish Lira in accordance with International Accounting Standard No: 29 Financial Reporting in Hyperinflationary Economies ( TAS 29 ) before December 31, 2004 for the purpose of fair presentation. The accounting policies and valuation principles applied in the preparation of unconsolidated financial statements are determined and applied in accordance with TAS. These accounting policies and valuation principles are explained in Notes II to XII below. 13