16 April April 2013

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1 Statement of Financial Position Note 31 December December 2011 ASSETS Cash and current placements with other banks 7 24,070,736 24,846,872 Due from banks and other financial institutions 8 33,390,396 39,834,537 Loans to customers 9 4,398,126 4,201,674 Investments held to maturity 10 2,897,701 - Premises and equipments 11 4,292,846 4,407,813 Other assets , ,321 Income tax assets 141,515 - Intangible assets 50,299 27,140 TOTAL ASSETS 69,977,542 73,673,357 LIABILITIES Due to banks and other financial institutions 13 46,518,975 48,993,951 Customer accounts 14 1,979,795 2,787,657 Deferred tax liabilities 2,752 9,322 Other liabilities 15 27,056 47,219 TOTAL LIABILITIES 48,528,578 51,838,149 EQUITY Share capital 16 22,408,701 22,408,701 Revaluation surpluss 5,683 7,883 Retained earnings / (Accumulated deficit) (965,420) (581,376) TOTAL EQUITY 21,448,964 21,835,208 TOTAL EQUITY AND LIABILITIES 69,977,542 73,673,357 On behalf of the Management Board: Hosseinzadeh Niri Manoochehr Abdolali Management Board Elxan Rahimli Rashad Chief Accountant 16 April April 2013 Baku, the Republic of Azerbaijan Baku, the Republic of Azerbaijan 3 The notes on pages 7-44 form an integral part of these financial statements.

2 Statement of Comprehensive Income Note Year ended 31 December 2012 Year ended 31 December 2011 Interest income 17 2,129,753 2,559,019 Interest expense 17 (195,616) (457,597) Net interest income 1,934,137 2,101,422 Provision for loan impairment (979,409) (268,234) Net interest income after provision for loan impairment 954,728 1,833,188 Gain from trading in foreign currencies - less losses 18 (10,835) 103,387 Fee and commission income , ,285 Fee and commission expense 19 (55,966) (98,204) Other income 20 - Operating income 1,042,095 2,237,656 Operating expenses 20 (1,434,909) (1,543,818) Profit before income tax (392,814) 693,838 Income tax expense 21 6,570 (227,065) NET PROFIT FOR THE YEAR (386,244) 466,773 Other comprehensive income - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR (386,244) 466,773 On behalf of the Management Board: Hosseinzadeh Niri Manoochehr Abdolali Management Board Elxan Rahimli Rashad Chief Accountant 16 April April 2013 Baku, the Republic of Azerbaijan Baku, the Republic of Azerbaijan 4 The notes on pages 7-44 form an integral part of these financial statements.

3 Statement of Changes in Equity Share Capital Retained Earnings Other Reserves Total Equity Balance at 31 December ,630,651 (1,050,349) 10,083 13,590,385 Ordinary shares issued 7,778, ,778,050 Total comprehensive income - 466, ,773 Transfer of revaluation surpluss - 2,200 (2,200) - Balance at 31 December ,408,701 (581,376) 7,883 21,835,208 Total comprehensive income - (386,244) - (386,244) Transfer of revaluation surpluss - 2,200 (2,200) - Balance at 31 December ,408,701 (965,420) 5,683 21,448,964 On behalf of the Management Board: Hosseinzadeh Niri Manoochehr Abdolali Management Board Elxan Rahimli Rashad Chief Accountant 16 April April 2013 Baku, the Republic of Azerbaijan Baku, the Republic of Azerbaijan 5 The notes on pages 7-44 form an integral part of these financial statements.

4 Statement of Cash Flows CASH FLOW FROM OPERATING ACTIVITIES Note Year ended 31 December 2012 Year ended 31 December 2011 (Loss)/profit before income tax (392,814) 693,838 Adjustments for: Provision/impairment losses on interest Loans to Customers accounts 152, ,038 Amortisation and depreciation expense 218, ,233 İnterest received on investment held to maturity (47,179) Translation gain/(loss) on foreign exchange operations 22,504 (103,387) Cash flow from operating activities before changes in operating assets and liabilities Changes in operating assets and liabilities: (46,115) 1,061,722 (Increase)/decrease in operating assets: Due from banks 5,665,641 (19,796,327) Loans to customers 398,938 1,605,132 Other assets (380,602) 152,141 Increase/(decrease) in operating liabilities: Due to banks (2,474,976) 13,655,744 Customer Accounts (807,862) (1,594,182) Other liabilities (20,163) (30,397) Cash inflow/(outflow) from operating activities before taxation: 2,334,861 (4,946,167) Income tax paid (121,317) (227,065) Net cash from operating activities 2,213,544 (5,173,232) CASH FLOW FROM INVESTING ACTIVITIES Purchase of premises and equipment (91,318) (3,657) Purchase of intangible assets (35,400) (3,794) Purchase of investments held-to-maturity (17,861,684) - Proceeds on sale of investments held-to-maturity 15,011,171 - Proceeds from sale of property, plant and equipment - 21,929 Net cash used in investing activities (2,977,231) 14,478 CASH FLOW FROM FINANCING ACTIVITIES Increase of share capital - 7,778,050 Dividends paid - - Net cash used in financing activites - 7,778,050 Effect of changes in foreign exchange rates on cash and cash equivalents NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (12,449) - (776,136) 2,619,296 CASH AND CASH EQUIVALENTS, beginning of the year 7 24,846,872 22,227,576 CASH AND CASH EQUIVALENTS, end of the year 7 24,070,736 24,846,872 On behalf of the Management Board: Hosseinzadeh Niri Manoochehr Abdolali Management Board Elxan Rahimli Rashad Chief Accountant 16 April April 2013 Baku, the Republic of Azerbaijan Baku, the Republic of Azerbaijan 6 The notes on pages 7-44 form an integral part of these financial statements.

5 1 Introduction These financial statements have been prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2012 for Bank Melli Iran Baku Branch. Bank Melli Iran Baku Branch (the Bank ), which was incorporated in Azerbaijan in 1993.The Bank s principal business activity is commercial and retail banking operations. Basic activities. The Bank s primary business consists of bank services for legal and individual persons. The Bank is regulated by the Central Bank of the Republic of Azerbaijan (the CBAR ) and conducts its business under general license number 124. As at 31 December 2012, the following shareholders owned the issued shares of the Bank: Shareholders 7 31 December 2012 % 31 December 2011 % Bank Melli Iran Iran Islamic Republic Registered address and place of business. The Bank s registered address is: Nobel ave. 23, AZ 1025 Baku, the Republic of Azerbaijan Presentation currency. These financial statements are presented in Azerbaijani Manats ( AZN ). The Azerbaijani Manat ( AZN ) is the official currency of Republic of Azerbaijan. 2 Operating Environment of the Bank The Azerbaijan Republic displays certain characteristics of an emerging market, including the existence of a currency that is not freely convertible in most countries outside of the Azerbaijan Republic, restrictive currency controls, relatively high inflation and economic growth. This sector in the Azerbaijan Republic is sensitive to adverse fluctuations in confidence and economic conditions. The future economic direction of the Republic of Azerbaijan is largely dependent upon the effectiveness of economic, financial and monetary measures undertaken by the Government, together with tax, legal, regulatory, and political developments. Recent volatility in global financial markets. The ongoing global liquidity crisis which commenced in the middle of 2007 has resulted in, among other things, a lower level of capital market funding, at times much higher than normal interbank lending rates across the Republic of Azerbaijan banking sector resulting in a significant reduction in the number of new loans and advances made to customers, and higher funding costs where it remains possible to obtain debt finance from International Institutions or other local banks. 3 Summary of Significant Accounting Policies Basis of Preparation. These financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) under the historical cost convention. The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. Financial instruments - key measurement terms. Depending on their classification financial instruments are carried at fair value, or amortized cost as described below. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm s length transaction. Fair value is the current bid price for financial assets and current asking price for financial liabilities which are quoted in an active market. For assets and liabilities with offsetting market risks, the Bank may use mid-market prices as a basis for establishing fair values for the offsetting risk positions and apply the bid or asking price to the net open position as appropriate. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange or other institution and those prices represent actual and regularly occurring market transactions on an arm s length basis.

6 3 Summary of Significant Accounting Policies (continued) Valuation techniques such as discounted cash flows models or models based on recent arms length transactions or consideration of financial data of the investees are used to fair value certain financial instruments for which external market pricing information is not available. Valuation techniques may require assumptions not supported by observable market data. Disclosures are made in these financial statements if changing any such assumptions to a reasonably possible alternative would result in significantly different profit, income, total assets or total liabilities. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place. Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs. Amortized cost is the amount at which the financial instrument was recognized at initial recognition less any principal repayments, plus accrued interest, and for financial assets less any write-down for incurred impairment losses. Accrued interest includes amortization of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method. Accrued interest income and accrued interest expense, including both accrued coupon and amortized discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying values of related balance sheet items. The effective interest method is a method of allocating interest income or interest expense over the relevant period so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument or a shorter period, if appropriate, to the net carrying amount of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest reprising date except for the premium or discount which reflects the credit spread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortized over the whole expected life of the instrument. The present value calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate (refer to income and expense recognition policy). Initial recognition of financial instruments. Trading securities, derivatives and other financial instruments at fair value through profit or loss are initially recorded at fair value. All other financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets. All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention ( regular way purchases and sales) are recorded at trade date, which is the date that the Bank commits to deliver a financial asset. All other purchases are recognized when the entity becomes a party to the contractual provisions of the instrument. Following their initial recognition, the financial assets and financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Derecognition of financial assets. The Bank derecognizes financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Bank has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all the risks and rewards of ownership of the assets or ii) neither transferring nor retaining substantially all risks and rewards of ownership but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose additional restrictions on the sale. 8

7 3 Summary of Significant Accounting Policies (continued) Cash and cash equivalents. Cash and cash equivalents are items which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Funds restricted for a period of more than three months on origination are excluded from cash and cash equivalents. Cash and cash equivalents are carried at amortized cost. Mandatory cash balances with the CBAR. Mandatory cash balances in AZN and foreign currency held with the CBAR are carried at amortized cost and represent non-interest bearing mandatory reserve deposits, which are not available to finance the Bank s day-to-day operations. Due from other banks. Amounts due from other banks are recorded when the Bank advances money to counterparty banks with no intention of trading the resulting unquoted non-derivative receivable due on fixed or determinable dates and the Bank has no intention of trading unquoted non-derivative receivables. Amounts due from other banks are carried at amortized cost. Loans and advances to customers. Loans and advances to customers are recorded when the Bank advances money to purchase or originate an unquoted non-derivative receivable from a customer due on fixed or determinable dates and has no intention of trading the receivable. Loans and advances to customers are carried at amortized cost. Impairment of financial assets carried at amortized cost. Impairment losses are recognized in profit or loss when incurred as a result of one or more events ( loss events ) that occurred after the initial recognition of the financial asset and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the Bank determines that no objective evidence exists that impairment was incurred for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. The primary factors that the Bank considers whether a financial asset is impaired is its overdue status and reliability of related collateral, if any. The following other principal criteria are also used to determine that there is objective evidence that an impairment loss has occurred: - Any installment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems; - The borrower experiences a significant financial difficulty as evidenced by the borrower s financial information that the Bank obtains; - The borrower considers bankruptcy or a financial reorganization; - There is an adverse change in the payment status of the borrower as a result of changes in the national or local economic conditions that impact the borrower; or - The value of collateral significantly decreases as a result of deteriorating market conditions. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets and the experience of management in respect of the extent to which amounts will become overdue as a result of past loss events and the success of recovery of overdue amounts. Past experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect past periods and to remove the effects of past conditions that do not exist currently. If the terms of an impaired financial asset held at amortized cost are renegotiated or otherwise modified because of financial difficulties of the borrower or issuer, impairment is measured using the original effective interest rate before the modification of terms. 9

8 3 Summary of Significant Accounting Policies (continued) Impairment losses are always recognized through an allowance account to write down the asset s carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor s credit rating), the previously recognized impairment loss is reversed by adjusting the allowance account through profit or loss. Uncollectible assets are written off against the related impairment loss provision after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Credit related commitments. The Bank enters into credit related commitments, including letters of credit and financial guarantees. Financial guarantees represent irrevocable assurances to make payments in the event that a customer cannot meet its obligations to third parties and carry the same credit risk as loans. Financial guarantees and commitments to provide a loan are initially recognized at their fair value, which is normally evidenced by the amount of fees received. This amount is amortized on a straight line basis over the life of the commitment, except for commitments to originate loans if it is probable that the Bank will enter into a specific lending arrangement and does not expect to sell the resulting loan shortly after origination; such loan commitment fees are deferred and included in the carrying value of the loan on initial recognition. At each balance sheet date, the commitments are measured at the higher of (i) the remaining unamortized balance of the amount at initial recognition and (ii) the best estimate of expenditure required settling the commitment at the balance sheet date. Premises and equipment. Premises are stated at revalued amounts, as described below, less accumulated depreciation and provision for impairment, where required. All other items of premises and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The costs of minor repairs and maintenance are expensed when incurred. The cost of replacing major parts or components of premises and equipment items are capitalized and the replaced part is retired. If impaired, premises and equipment are written down to the higher of their value in use and fair value less costs to sell. The decrease in carrying amount is charged to profit or loss to the extent it exceeds the previous revaluation surplus in equity. An impairment loss recognized for an asset in prior years is reversed if there has been a change in the estimates used to determine the asset s value in use or fair value less costs to sell. Gains and losses on disposals determined by comparing proceeds with carrying amount are recognized as profit or loss from disposal of fixed assets. Depreciation. Depreciation on other items of premises and equipment is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives as follows: Premises 2 %; Computers and communication equipment 20%; Furniture, fixtures and other 20%; Vehicles 20%; Other fixed assets 20%. The residual value of an asset is the estimated amount that the Bank would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The residual value of an asset is nil if the Bank expects to use the asset until the end of its physical life. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. 10

9 3 Summary of Significant Accounting Policies (continued) Intangible assets. All of the Bank s intangible assets have definite useful life and primarily include capitalized computer software. Acquired computer software licenses are capitalized based on the costs incurred to acquire and bring to use the specific software. Development costs that are directly associated with identifiable and unique software controlled by the Bank are recorded as intangible assets if the inflow of incremental economic benefits exceeding costs is probable. Capitalized costs include staff costs of the software development team and an appropriate portion of relevant overheads. All other costs associated with computer software, e.g. its maintenance, are expensed when incurred. Capitalized computer software is amortized on a straight line basis over expected useful lives of 10 years. Due to other banks. Amounts due to other banks are recorded when money or other assets are advanced to the Bank by counterparty banks. The non-derivative liability is carried at amortized cost. If the Bank purchases its own debt, it is removed from the balance sheet and the difference between the carrying amount of the liability and the consideration paid is included in gains or losses arising from retirement of debt. Customer accounts. Customer accounts are non-derivative liabilities to individuals, state or corporate customers and are carried at amortized cost. Other borrowed funds. Other borrowed funds include loans from resident and non-resident financial institutions with fixed maturities and fixed or floating interest rates. Term borrowings are carried at amortised cost. Income taxes. Income taxes have been provided for in the financial statements in accordance with Azerbaijani legislation enacted or substantively enacted by the end of the reporting period. The income tax charge comprises current tax and deferred tax and is recognized in the statement of comprehensive income except if it is recognized directly in the statement of other comprehensive income because it relates to transactions that are also recognized, in the same or a different period, directly in the statement of other comprehensive income. Current tax is the amount expected to be paid to or recovered from the taxation authorities in respect of taxable profits for the current and prior periods. Taxable profits are based on estimates if financial statements are authorized prior to filing relevant tax returns. Taxes, other than on income, are recorded within administrative and operating expenses. Deferred income tax is provided using the balance sheet liability method for tax loss carry forwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In accordance with the initial recognition exemption, deferred taxes are not recorded for temporary differences on initial recognition of an asset or a liability in a transaction other than a business combination if the transaction, when initially recorded, affects neither accounting nor taxable profit. Deferred tax balances are measured at tax rates enacted or substantively enacted at the balance sheet date which are expected to apply to the period when the temporary differences will reverse or the tax loss carry forwards will be utilized. Deferred tax assets for deductible temporary differences and tax loss carry forwards are recorded only to the extent that it is probable that future taxable profit will be available, against which the deductions can be utilized. Income and expense recognition. Interest income and expense are recorded in the statement of comprehensive income for all debt instruments on an accrual basis using the effective interest method. This method defers, as part of interest income or expense, all fees paid or received between the parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Fees integral to the effective interest rate include origination fees received or paid by the entity relating to the creation or acquisition of a financial asset or issuance of a financial liability, for example fees for evaluating creditworthiness, evaluating and recording guarantees or collateral, negotiating the terms of the instrument and for processing transaction documents. Commitment fees received by the Bank to originate loans at market interest rates are integral to the effective interest rate if it is probable that the 11

10 3 Summary of Significant Accounting Policies (continued) Bank will enter into a specific lending arrangement and does not expect to sell the resulting loan shortly after origination. The Bank does not designate loan commitments as financial liabilities at fair value through profit or loss. When loans and other debt instruments become doubtful of collection, they are written down to the present value of expected cash inflows and interest income is thereafter recorded for the unwinding of the present value discount based on the asset s effective interest rate which was used to measure the impairment loss. All other fees, commissions and other income and expense items are generally recorded on an accrual basis by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided. Foreign currency translation. Institutions of the Bank's functional currency of the primary economic environment in which the entity is the currency. The Bank s functional and presentation currency is the national currency of the Republic of Azerbaijan, Azerbaijani Manats ( AZN ). Monetary assets and liabilities are translated into entity s functional currency at the official exchange rate of the CBAR at the respective balance sheet dates. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation of monetary assets and liabilities into Bank s functional currency at year-end official exchange rates of the CBAR are recognized in profit or loss. Translation at year-end rates does not apply to non-monetary items, including equity investments. Effects of exchange rate changes on the fair value of equity securities are recorded as part of the fair value gain or loss. Rate of exchange as at 31 December 2012: 1 USD = AZN (31 December 2011: 1 USD = AZN) 1 EUR = AZN (31 December 2011: 1 EUR = AZN) Offsetting. Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognized amounts, and there is an intention to either settle on a net basis, or to realize the asset and settle the liability simultaneously. Earnings per share. Preference shares are not redeemable and are considered to be participating shares. Earnings per share is determined by dividing the profit or loss attributable to owners of the Bank by the weighted average number of participating shares outstanding during the reporting year. Staff costs and related contributions. Wages, salaries, contributions to the Azerbaijan Republic state pension and social insurance funds, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the year in which the associated services are rendered by the employees of the Bank. 4 Critical Accounting Estimates and Judgments In Applying Accounting Policies The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and are based on management s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgments, apart from those involving estimations, in the process of applying the accounting policies. Judgments that have the most significant effect on the amounts recognized in the financial statements and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include: Impairment losses on loans and advances. The Bank regularly reviews its loan portfolios to assess impairment. In determining whether an impairment loss should be recorded in the statement of comprehensive income the Bank makes judgments as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a group, or national or local economic conditions that correlate with defaults on assets in the group. 12

11 4 Critical Accounting Estimates and Judgments In Applying Accounting Policies (continued) Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. Initial recognition of related party transactions. In the normal course of business the Bank enters into transactions with its related parties. IAS 39 requires initial recognition of financial instruments based on their fair values. Judgement is applied in determining if transactions are priced at market or non-market interest rates, where there is no active market for such transactions. The basis for judgement is pricing for similar types of transactions with unrelated parties and effective interest rate analysis. Terms and conditions of related party balances are disclosed in Note 28. Tax legislation. Azerbaijani tax, currency and customs legislation is subject to varying interpretations. Going concern. Management prepared these financial statements on a going concern basis. In making this judgement management considered the Bank s financial position, current intentions, profitability of operations and access to financial resources. 5 Adoption of New or Revised Standards and Interpretations The following new standards and interpretations became effective for the Bank from 1 January 2012: Amendment to IAS 1, Presentation of Financial Statements. The amendment was issued in June 2011 and became applicable for annual periods beginning on and after 1 July It changes the disclosure of items presented in other comprehensive income. The amendment requires entities to separate items presented in other comprehensive income into two groups, based on whether or not they may be reclassified to profit or loss in the future. 6 New Accounting Pronouncements Certain new standards and interpretations have been issued that are mandatory for the annual periods beginning on or after 1 January 2013 or later, and which the Bank has not early adopted: IFRS 9, Financial Instruments Part 1: Classification and Measurement. IFRS 9 was issued in November 2009 and replaces those parts of IAS 39 relating to the classification and measurement of financial assets. Key features are as follows: Financial assets are required to be classified into two measurement categories: those to be measured subsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to be made at initial recognition. The classification depends on the entity s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset s contractual cash flows represent only payments of principal and interest (that is, it has only basic loan features ). All other debt instruments are to be measured at fair value through profit or loss. All equity instruments are to be measured subsequently at fair value. Equity instruments that are held for trading will be measured at fair value through profit or loss. For all other equity investments, an irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value gains and losses through other comprehensive income rather than profit or loss. There is to be no recycling of fair value gains and losses to profit or loss. This election may be made on an instrumentby-instrument basis. Dividends are to be presented in profit or loss, as long as they represent a return on investment. 13

12 6 New Accounting Pronouncements (continued) Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The key changes is that an entity will be required to present the effects of changes in own credit risk of financial liabilities designated at fair value through profit and loss in other comprehensive income. While adoption of IFRS 9 is mandatory from 1 January 2013, earlier adoption is permitted. IFRS 10 Consolidated Financial Statements. IFRS 10 will be effective for annual periods beginning on or after 1 January The new standard supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation Special Purpose Entities. IFRS 10 introduces a single control model which includes entities that are currently within the scope of SIC-12. Under the new three-step control model, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with that investee, has the ability to affect those returns through its power over that investee and there is a link between power and returns. Consolidation procedures are carried forward from IAS 27 (2008). When the adoption of IFRS 10 does not result in a change in the previous consolidation or non-consolidation of an investee, no adjustments to accounting are required on initial application. When the adoption results in a change in the consolidation or non-consolidation of an investee, the new standard may be adopted with either full retrospective application from date that control was obtained or lost or, if not practicable, with limited retrospective application from the beginning of the earliest period for which the application is practicable, which may be the current period. Early adoption of IFRS 10 is permitted provided an entity also early-adopts IFRS 11, IFRS 12 and IAS 28 (2012). IFRS 11 Joint Arrangements will be effective for annual periods beginning on or after 1 January 2013 with retrospective application required. The new standard supersedes IAS 31 Interests in Joint Ventures. The main change introduced by IFRS 11 is that all joint arrangements are classified either as joint operations, which are consolidated on a proportionate basis, or as joint ventures, for which the equity method is applied. The type of arrangement is determined based on the rights and obligations of the parties to the arrangement arising from joint arrangement s structure, legal form, contractual arrangement and other facts and circumstances. When the adoption of IFRS 11 results in a change in the accounting model, the change is accounted for retrospectively from the beginning of the earliest period presented. Under the new standard all parties to a joint arrangement are within the scope of IFRS 11 even if all parties do not participate in the joint control. Early adoption of IFRS 11 is permitted provided the entity also early-adopts IFRS 10, IFRS 12 and IAS 28 (2012). IFRS 12 Disclosure of Interests in Other Entities will be effective for annual periods beginning on or after 1 January The new standard contains disclosure requirements for entities that have interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. Interests are widely defined as contractual and non-contractual involvement that exposes an entity to variability of returns from the performance of the other entity. The expanded and new disclosure requirements aim to provide information to enable the users to evaluate the nature of risks associated with an entity s interests in other entities and the effects of those interests on the entity s financial position, financial performance and cash flows. Entities may early present some of the IFRS 12 disclosures without a need to early-adopt the other new and amended standards. However, if IFRS 12 is early-adopted in full, then IFRS 10, IFRS 11 and IAS 28 (2012) must also be early adopted. IFRS 13 Fair Value Measurement will be effective for annual periods beginning on or after 1 January The new standard replaces the fair value measurement guidance contained in individual IFRSs with a single source of fair value measurement guidance. It provides a revised definition of fair value, establishes a framework for measuring fair value and sets out disclosure requirements for fair value measurements. IFRS 13 does not introduce new requirements to measure assets or liabilities at fair value, nor does it eliminate the practicability exceptions to fair value measurement that currently exist in certain standards. The standard is applied prospectively with early adoption permitted. Comparative disclosure information is not required for periods before the date of initial application. 14

13 6 New Accounting Pronouncements (continued) Amendment to IAS 19 Employee Benefits outlines the accounting requirements for employee benefits, including short-term benefits (e.g. wages and salaries, annual leave), post-employment benefits such as retirement benefits, other long-term benefits (e.g. long service leave) and termination benefits. The standard establishes the principle that the cost of providing employee benefits should be recognized in the period in which the benefit is earned by the employee, rather than when it is paid or payable, and outlines how each category of employee benefits are measured, providing detailed guidance in particular about post-employment benefits. The amendment was issued in June 2011 being applicable to annual periods beginning on or after 1 January Cash and Cash Equivalents 31 December December 2011 Cash on hand 554, ,577 Cash balances with the CBAR 11,963,239 10,430,261 Correspondent accounts and overnight placements with other banks: - The Republic of Azerbaijan 6,254,126 8,182,023 - Other countries 6,125,662 5,957,394 Less: provision for imapirment (826,561) (273,383) Total cash and cash equivalents 24,070,736 24,846,872 The balances with the Central Bank of the Azerbaijan Republic as at 31 December 2012 and 31 December 2011 include AZN 217,874 and AZN 239,985 respectively, which represent the obligatory minimum reserve deposits with the CBAR plus cash with CBAR. The analysis by credit quality of cash and cash equivalents at 31 December 2012 is as follows: Cash on hand Cash balances with the CBAR Correspondent accounts and overnight placements with other banks Total Current and not impaired - Cash on hand 554, ,270 - The Republic of Azerbaijan - 11,963,239 5,427,565 17,390,804 - Other countries - - 6,125,662 6,125,662 Total current and not impaired 554,270 11,963,239 11,553,227 24,070,736 Total cash and cash equivalents 554,270 11,963,239 11,553,227 24,070,736 15

14 7 Cash and Cash Equivalents (continued) The analysis by credit quality of cash and cash equivalents at 31 December 2011 is as follows: Cash on hand Cash balances with the CBAR Correspondent accounts and overnight placements with other banks Total Current and not impaired - Cash on hand 550, ,577 - The Republic of Azerbaijan - 10,430,261 7,908,640 18,338,901 - Other countries - - 5,957,394 5,957,394 Total current and not impaired 550,577 10,430,261 13,866,034 24,846,872 Total cash and cash equivalents 550,577 10,430,261 13,866,034 24,846,872 8 Due from Banks and Other Financial Institutions 31 December December 2011 Short-term deposits in Resident banks 34,208,896 39,874,537 Less: provision for impairment (818,500) (40,000) Total due from banks 33,390,396 39,834,537 The credit quality of due to banks and other financial institutions as of 31 December 2012 is as follows: Placement with nonresident financial institutions Short-term deposits in other banks Placements with other banks Total Current and not impared - Other Azerbaijani banks - 33,390,396-33,390,396 - OECD countries Non-OECD countries Total current and not impaired - 33,390,396-33,390,396 16

15 8 Due from Banks and Other Financial Institutions (continued) The credit quality of due to banks and other financial institutions as of 31 December 2011 is as follows: Placement with non- resident financial institutions Short-term deposits in other banks Placements with other banks Total Current and not impared - Other Azerbaijani banks - 39,834,537-39,834,537 - OECD countries Non-OECD countries Total current and not impaired - 39,834,537-39,834,537 The balance value of due from banks as of 31 December 2012 and 31 December 2011 approximates their fair values. The approximate fair value of due from banks as of 31 December 2012 is AZN 33,390,396 (2011: AZN 39,834,537). In the accompanying financial statements, the Bank had placed deposits by the total amounts of AZN 9,812,500 in Birlikbank OJSC whose license cancelled by the Central Bank of Azerbaijan. As at 31 December 2012, the Bank did not make any provision for impairment against these deposits. Should the Birlikbank be not able to repay the mentioned deposits, the Bank would incur significant impairment losses. The amount is reimbursed by deposits from the Head Office. In the accompanying financial statements, the Bank had placed the total amounts of AZN 40,000 in Debutbank. As at 31 December 2012, the Bank made provision for impairment against these deposits about 100%. Should the Debutbank be not able to repay the mentioned deposits, the Bank would incur significant impairment losses. In the accompanying financial statements, the Bank had placed by the total amounts of AZN 7,785,000 in Royalbank. As at 31 December 2012, the Bank made provision for impairment against these deposits about 10%. Should the Royalbank be not able to repay the mentioned deposits, the Bank would incur impairment losses. 17

16 9 Loans and Advances to Customers 31 December December 2011 Corporate loans 3,108,415 3,222,369 Car purchase 1,603, ,419 Repair of Apartment 1,375,325 1,727,020 Trade and services 1,059,585 1,418,220 Consumer loans 949,371 1,009,431 Manufacturing 174, ,354 Construction 34,643 36,587 Plastic cards - 26,938 Agriculture 30,167 14,940 Transportation and communication - 3,468 Less: Provision for loan impairment (3,936,682) (4,532,072) Total loans and advances to customers 4,398,126 4,201,674 Total loans and advances to customers is equal AZN 4,398,126 on 31 December 2012 (31 December 2011: AZN 4,201,674). 18

17 9 Loans and Advances to Customers (continued) The movement in the provision for loan impairment during 2012 is as follows: Corporate Loans Manufacturi ng Transport ation Agricultur e Construction Trade and Services Repair of Apartment Consumer Loans Car Purchase Plastic Cards Total Provision for impairment at 1 January 2012 Provision for impairment during the year Reversal of provision for impairment during the year Amounts written off during the year as uncollectible Provision for impairment at 31 December ,055, , , , , ,966 76,368 3,052 4,532, ,142-87,443 (4,939) (71,446) (69) - (11,382) (118,601) (315,328) (158,016) - (3,052) (682,833) ,050,562 62, , , , , ,510-3,936,682 The movement in the provision for loan impairment during 2011 is as follows: Provision for impairment at 1 January 2011 Provision for impairment during the year Amounts written off during the year as uncollectible Provision for impairment at 31 December 2011 Corporate Loans Manufacturi ng Transport ation Agricultur e Construction Trade and Services Repair of Apartment Consumer Loans Car Purchase Plastic Cards 3,104, , , , , , , ,274,034 5,840 11, ,520 14, , ,403 10,744 2, ,137 (55,238) - (442) (171) (56,272) (51,976) - (164,099) 3,055, , , , , ,966 76,368 3,052 4,532,072 Total 19

18 9 Loans and Advances to Customers (continued) Economic sector risk concentrations within the loans and advances to customers is as follows: 31 December December 2011 Amount % Amount % Individuals Car purchase 1,603, % 986, % Repair of Apartment 1,375, % 1,727, % Trade and services 1,059, % 1,418, % Consumer loans 949, % 1,009, % Manufacturing 174, % 288, % Construction 34, % 36, % Plastic cards % 26, % Agriculture 30, % 14, % Transportation and communication % 3, % Total individuals 5,226, % 5,511, % Corporate Loans Trade and services 1,526, % 1,609, % Manufacturing 1,581, % 1,584, % Construction % 28, % Total corporate loans 3,108, % 3,222, % Total loans and advances to customers (before impairment) 8,334, % 8,733, % At 31 December 2012, the Bank s top 9 borrowers had an aggregated loan amount of AZN 3,343,305 or 40.11% of the gross loan portfolio (31 December 2011: top 9 borrowers had an aggregate loan amount of AZN 3,465,168 or 39.97% of the gross loan portfolio). The amount of loans to related parties in 31 December 2012 is AZN 139,049 (31 December 2011: 170,846). Refer to Note

19 9 Loans and Advances to Customers (continued) Information about collateral at 31 December 2012 is as follows: Corporate Manufacturi Transporta Agriculture Construction Loans ng tion Trade and Services Repair of Apartment Consumer Loans Car Purchase Unsecured loans Loans collaterised by: - residental real estate 3,108, ,210-30,167 34,643 1,034,331 1,338, , ,911,003 - moveable property ,578,163-1,578,163 - deposits guarantor ,254 37, ,236 24, ,642 Total loans and advances to customers Plastic Cards 3,108, ,210-30,167 34,643 1,059,585 1,375, ,371 1,603,092-8,334,808 Information about collateral at 31 December 2011 is as follows: Total Corporate Loans Manufacturi ng Transporta tion Agriculture Construction Trade and Services Repair of Apartment Consumer Loans Car Purchase Plastic Cards Total Unsecured loans Loans collaterised by: - residental real estate 3,199, ,080 3,468 14,940 36,587 1,298,930 1,687, ,459 19,057 9,181 6,731,311 - moveable property , , ,004 - deposits guarantor 23,074 24, ,290 39, ,612 1,776 17,757 1,029,489 Total loans and advances 3,222, ,354 3,468 14,940 36,587 1,418,220 1,727,020 1,009, ,419 26,938 8,733,746 to customers 21

20 9 Loans and Advances to Customers (continued) The analysis by credit quality of loans at 31 December 2012 is as follows: Corporate Manufactur Transportati Agricul Loans ing on ture Current and not impaired - Large borrowers with more than 1 year credit history Construction Trade and Services Repair of Apartment Consumer Loans Car Purchase Plastic Cards 45,871 21, ,490 77, ,569 - Large new borrowers - 33,052-30, , ,460 79, ,008 - others , , , ,601 1,205,672-2,890,852 Total current and not impaired 45,871 54,052-30,167 18, ,543 1,130, ,715 1,205,672-3,802,429 Past due but not impaired - less than 30 days overdue 7, ,346 26, , , to 90 days overdue ,689 63,499 66, , ,101 Total past due but not impaired 7, ,689 72,845 92, , ,097 Loans individually determined to be impaired (gross) -90 to 180 days overdue - 57, ,891 6,903 32,685 39, , to 360 days overdue 13, ,820 42,625 18,084 33, , days overdue 3,041,500 63, , , , , ,028-3,647,410 Total individually impaired loans (gross) 3,054, , , , , , ,429-4,056,282 Gross carrying values of loans 3,108, ,210-30,167 34,643 1,059,585 1,375, ,371 1,603,092-8,334,808 Less impairment provisions (3,050,562) (62,647) - (596) (16,467) (312,717) (134,233) (195,950) (163,510) - (3,936,682) Total loans and advances to customers 57, ,563-29,571 18, ,868 1,241, ,421 1,439,582-4,398,126 Total 22