JADRANSKA BANKA d.d. ŠIBENIK FINANCIAL STATEMENTS FOR 2016 AND INDEPENDENT AUDITOR'S REPORT

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1 ŠIBENIK FINANCIAL STATEMENTS FOR 2016 AND INDEPENDENT AUDITOR'S REPORT APRIL 2017

2 Contents Page RESPONSIBILITY OF MANAGEMENT BOARD FOR FINANCIAL STATEMENTS 1-2 INDEPENDENT AUDITOR'S REPORT 3 8 FINANCIAL STATEMENTS Income Statement as of 31 December Statement of Other Comprehensive Income for Statement of Financial Position as of 31 December Statement of Changes in Equity for Cash Flow Statement for Notes to Financial Statements SUPPLEMENTAL REPORTS PURSUANT TO DECISION BY HNB Appendix 1 ANNUAL REPORT OF MANAGEMENT BOARD Exhibit 1

3 RESPONSIBILITY FOR THE FINANCIAL STATEMENTS A resolution process of Jadranska banka d.d. Šibenik was initiated on 8 October 2015 pursuant to the Act on the Resolution of Credit Institutions and Investment Firms (Official Gazette 19/2915). When opening the resolution proceedings pursuant to the provisions of the Act on the Resolution of Credit Institutions and Investment Firms the resolution authority (the State Agency for Deposit Insurance and Bank Resolution) shall ensure the resolution objectives applying the resolution tools. The resolution objectives are: 1) To ensure the continuity of critical functions; 2) To avoid a significant adverse effect on the financial stability, in particular by preventing contagion to the financial system, including to market infrastructure, and by maintaining market discipline; 3) To protect public funds by minimising reliance on extraordinary public financial support; 4) To protect depositors covered by deposit insurance and investors covered by investorcompensation schemes; and 5) To protect client funds and client assets. Pursuant to the Act on the Resolution of Credit Institutions and Investment Firms, the State Agency for Deposit Insurance and Bank Resolution has appointed a Resolution Board which took over all the powers of the former Management Board. On 10 October 2016, upon expiry of the one-year mandate, a new Resolution Board was appointed for a period of six months. The Resolution Board (the Resolution Board) of Jadranska banka Šibenik is responsible for ensuring that financial statements are prepared in accordance with the Croatian Accounting Act, International Financial Reporting Standards which are established by the European Commission and published in the Official Journal of the European Union and with specific legal requirements for bank accounting in Republic of Croatia, in order to give a true and fair view of the financial position, operating performance, changes in equity and cash flows of the Bank for the period concerned. The Bank's Management Board expects the Bank will have at disposal the adequate resources in the foreseeable future, that resolution of the Bank will be implemented in accordance with the provisions of the Resolution of Credit Institutions and Investment Firms and therefore it continues to apply the going concern principle in preparing the financial statements. In preparing the financial statements the Board's responsibilities include that: Suitable accounting policies are selected and then applied consistently, Judgements and estimates given are reasonable and prudent, Applicable financial reporting standards are followed and that any material departures are disclosed and explained in the financial statements, and The financial statements are prepared on the going concern basis unless the presumption that the Company will continue operating seems inappropriate. 1

4 The Management Board is responsible for keeping proper accounting records, which at any time disclose the financial position and results of the Bank with reasonable accuracy, as well as their compliance with the Croatian Accounting Act, International Financial Reporting Standards adopted in the European Union. The Bank's Management Board is also responsible for safeguarding the assets of the Bank and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Management Board is responsible to submit to the Supervisory Board an annual report of the Bank which includes the annual financial statements. The accompanying financial statements set out on pages 7-75, as well as the forms prepared in accordance with the Decision of the Croatian National Bank on the structure and content of annual financial statements (Official Gazette, no. 30/2017) shown in pages 76 to 83, with pertaining adjustments shown in pages 84 to 90 were approved by the Bank's Management Board on 5 April 2017, and have been signed on behalf of the Board by: Vedrana Šarić Member of the Resolution Board Nensi Marin Chairwoman of the Resolution Board Jadranska banka d.d. Ante Starčevića Šibenik Republic of Croatia Šibenik, 5 April

5 RESPONSIBILITY FOR THE FINANCIAL STATEMENTS A resolution process of Jadranska banka d.d. Šibenik was initiated on 8 October 2015 pursuant to the Act on the Resolution of Credit Institutions and Investment Firms (Official Gazette 19/2915). When opening the resolution proceedings pursuant to the provisions of the Act on the Resolution of Credit Institutions and Investment Firms the resolution authority (the State Agency for Deposit Insurance and Bank Rehabilitation) shall ensure the resolution objectives applying the resolution tools. The resolution objectives are: 1) To ensure the continuity of critical functions; 2) To avoid a significant adverse effect on the financial stability, in particular by preventing contagion to the financial system, including to market infrastructure, and by maintaining market discipline; 3) To protect public funds by minimising reliance on extraordinary public financial support; 4) To protect depositors covered by deposit insurance and investors covered by investorcompensation schemes; and 5) To protect client funds and client assets. Pursuant to the Act on the Resolution of Credit Institutions and Investment Firms, the State Agency for Deposit Insurance and Bank Resolution has appointed a Resolution Board which took over all the powers of the former Management Board. On 10 October 2016, upon expiry of the one-year mandate, a new Resolution Board was appointed for a period of six months. The Resolution Board (the Resolution Board ) of Jadranska banka Šibenik is responsible for ensuring that financial statements are prepared in accordance with the Croatian Accounting Act, International Financial Reporting Standards which are established by the European Commission and published in the Official Journal of the European Union and with specific legal requirements for bank accounting in Republic of Croatia, in order to give a true and fair view of the financial position, operating performance, changes in equity and cash flows of the Bank for the period concerned. The Bank's Management Board expects the Bank will have at disposal the adequate resources in the foreseeable future, that resolution of the Bank will be implemented in accordance with the provisions of the Resolution of Credit Institutions and Investment Firms and therefore it continues to apply the going concern principle in preparing the financial statements. In preparing the financial statements the Board's responsibilities include that: Suitable accounting policies are selected and then applied consistently, Judgements and estimates given are reasonable and prudent, Applicable financial reporting standards are followed and that any material departures are disclosed and explained in the financial statements, and 3

6 The financial statements are prepared on the going concern basis unless the presumption that the Company will continue operating seems inappropriate. The Management Board is responsible for keeping proper accounting records, which at any time disclose the financial position and results of the Bank with reasonable accuracy, as well as their compliance with the Croatian Accounting Act (Official Gazette 109/07, 54/13, 121/14), International Financial Reporting Standards determined by the European Commission and published in the Official Journal of the European Union and specific legal requirements for bank accounting in the Republic of Croatia. The Bank's Management Board is also responsible for safeguarding the assets of the Bank and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Bank is responsible to submit the Bank annual report including financial statements to the Supervisory Board for approval. The accompanying financial statements set out on pages 9-75, as well as the forms prepared in accordance with the Decision of the Croatian National Bank on the structure and content of annual financial statements of credit institutions (Official Gazette 30/2017) shown in pages 84 to 90 were approved by the Bank's Management Board on 5 April 2017, and have been signed on behalf of the Board by: Vedrana Šarić Member of the Resolution Board Nensi Marin Chairwoman of the Resolution Board Jadranska banka d.d. Ante Starčevića Šibenik Republika Hrvatska Šibenik, 5 April

7 INDEPENDENT AUDITOR'S REPORT TO THE MANAGEMENT BOARD AND SHAREHOLDERS OF JADRANSKA BANKA d.d. ŠIBENIK Report on the audit of the annual financial statements Qualified opinion We have audited the accompanying financial statements of Jadranska Banka d.d., Šibenik (hereinafter: the Bank), which comprise the Statement of Financial Position (Balance Sheet) as at 31 December 2016, Income Statement, Statement of Other Comprehensive Income, Cash Flow Statement and Statement of Changes in Equity for the year then ended, notes accompanying the financial statements a summary of significant accounting policies and other explanatory notes. According to our opinion, except potential effects of the matter described in our Independent Auditor s Report in the section about the basis for the qualified opinion, the enclosed annual financial statements give a fair and accurate financial position of Jadranska banka as at 31 December 2016, its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards (IFRS). The basis for the qualified opinion The Bank's has receivables on the basis of redemption of bills in the amount of HRK 51,666 thousand from the issuer - Konzum d.d. Zagreb, for which, except on a collective basis, did not identify losses or make impairments although there are objective evidence, information and events related to potential losses to the Bank. Our estimate is that the Bank is exposed to high credit risk and losses by these placements, and we cannot estimate the amount of losses with certainty (note 15). We conducted our audit in accordance with the Accounting Act, Audit Act and International Standards on Auditing (ISA). Our responsibilities under these standards are described in more details in our Independent Auditor's report on auditor's responsibilities for audit of annual financial statements. We are independent of the Bank in accordance with the Code of Ethics for Professional Accountants of the International Accounting Standards Board (IESBA Code) and have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we received is sufficient and appropriate to provide a basis for our qualified opinion. 5

8 INDEPENDENT AUDITOR'S REPORT (Continued) Report on the audit of the annual financial statements (Continued) Emphasis of matter 1. The resolution of the Bank and regulatory requirements As described in the Notes to Financial Statements 1.3.2, 3.19 and 30, the Management Board of the State Agency for Deposit Insurance and Bank Resolution ("DAB") adopted at its session held on 27 December 2016 Decision on the implementation of the resolution procedure by applying the instruments provided for by the Act on the Resolution of Credit Institutions and Investment Firms ("Official Gazette" No. 19/2015). DAB, as a member of the Resolution Board, exercising the powers of the General Assembly of the Bank, held on 30 December 2016 the Extraordinary General Meeting of the Bank, on which the DAB Board's Decision was confirmed, and individual decisions were made to cover the Bank's losses and to secure the core capital necessary for the continuation of operations of the Bank. After the coverage of the losses, the share capital of the Bank amounts to HRK 50,000 thousand and is divided into 4,747,229 ordinary shares which are denominated in the name, without nominal amount, thicker JDBA-R-C. On 31 December 2016, the Bank reported the regulatory capital in the amount of HRK 40,714 thousand ( HRK -297,565 thousand), while the realized total capital ratio was 2.85% ( %). By Decision of 15 July 2016 the Croatian National Bank ordered to the Bank to do the following by 31 December 2018: - Meet all capital requirements under Article 92 of Regulation (EU) No. 575/2013 of the European Parliament and o the Council on creditworthiness requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012 as well as Chapter VII of the Credit Institutions Act; - Harmonize its business with the provisions of Regulation (EU) No. 575/2013 of the European Parliament and of the Council on Creditworthiness Requirements for Credit Institutions and Investment Firms on the maximum allowed exposure and the provisions of the Credit Institutions Act relating to the restriction on investment in tangible assets. Additional investment in the Bank's share capital is needed to meet the regulatory requirements, launch a new business cycle and continue operations. 2. Appraisal of assets in the resolution process of the Bank Pursuant to the Act on the Resolution of Credit Institutions and Investment Firms, the State Agency for Deposit Insurance and Bank Resolution as the resolution body in resolution procedure of the Bank, engaged an independent valuer to assess the value of assets and liabilities with the purpose of assessing all losses that for which the Bank's value shall be impaired. In the independent assessment report, the independent assessor noted the need for impairment of the Bank's assets on the items of credit portfolio, foreclosed assets (in exchange for uncollected receivables), equity securities and non-performing receivables. As described in Note no , in its business books the Bank recorded all the assessed losses and further impaired the value of the Bank's assets for the amount of HRK 179,826 thousand in accordance with Art. 36 of the Act on the Resolution of Credit Institutions and Investment Firms on 30 September

9 INDEPENDENT AUDITOR'S REPORT (Continued) Report on the audit of the annual financial statements (Continued) Emphasis of matter For carrying out the resolution of the Bank, the State Agency for Deposit Insurance and Bank Resolution has established a special purpose vehicle (SPV) for the purpose of redemption and taking over the Bank's non-performing assets. As of 31 December 2016 the Bank concluded the assignment contract involving consideration sale of receivables and transferred non-performing placements to this firm at the market economic value determined by the independent assessor, which resulted in the write off of significant amount of the loans and receivables that were subject to valuation and valuation adjustments (application of the resolution instrument - separation of assets). As pointed out in note 16.a), the foreclosed assets with the economic value of zero according to the assessment by the independent assessor, were transferred from the balance sheet of the Bank to the off-balance sheet, gross carrying amount and the value adjustment amount to HRK 92,592 thousand. These assets will be the subject of sale / transfer of assets to a non-performing asset management company (application of a resolution instrument - asset separation (application of the resolution instrument - separation of assets). 3. Litigations We point out the notes 26 (b) and 3.21.c), where liti gations involving the Bank are listed. The bank is a plaintiff in 129 litigations concerning collection of its receivables. By applying the resolution instrument separation of assets the Bank's non-performing placements to the special purpose vehicle (SPV) Pursuant to the aforementioned, SPV will take over 30 litigations related to the nonperforming placements with the Bank is a plaintiff. The Bank is a defendant in 58 litigations with the value of the matter in dispute of HRK 78,748 thousand. A part of these disputes are related to receivables and transferred assets or to decisions to be transferred to the SPV. As these procedures are in progress, it is not possible to precisely demarcate the disputes that will be matter of transfer to SPV. The Management Board and legal advisers of the Bank believe that there will be no significant losses for the Bank in these disputes and that provided provisions will be sufficient fort this purposes. made 4. Property title As stated in note 3.12, the Bank has no registered title in the land registry for a part of the property owned by the Bank, with the carrying value of HRK 7,969 thousand, which may restrict the right to free disposal of the property. The Bank is in the process of resolving the legal status of this property. Our opinion has not been modified regarding these matters. 7

10 INDEPENDENT AUDITOR'S REPORT (Continued) Report on the audit of the annual financial statements (Continued) Other matters In the Independent Auditor's Report related to the audit of financial statements for 2015, a disclaimer of opinion was expressed due to the inability to obtain sufficient and appropriate audit evidence to provide the basis for the auditor's opinion regarding the resolution procedure and the assessment of the value of assets and liabilities by the engaged independent appraiser in accordance with the Act on the Resolution of Credit Institutions and Investment Firms. In 2016the independent assessment was carried out, the losses identified by the appraisal were recorded in the Bank's business books, and the resolution procedure is in progress (note 3.2.1). Other information in the annual report The Management Board is responsible for other information. Other information comprise information included in the annual report, but does not include the annual financial statements and our independent auditor's report. Our opinion on the annual financial statements does not cover other information, except to the extent expressly stated in the section of our independent auditor's report under titled Report on other legal requirements, and we do not express any form of conclusion with the expressing of beliefs about them. In relation to our audit of the annual financial statements, our responsibility is to read other information and, in doing so, to consider whether other information is materially contradictory to our annual financial statements or our knowledge acquired in the audit or otherwise appears to have been significantly misrepresented. If, based on the work we've done, we conclude that there is a significant misstatement of these other information, we are required to report this fact. In this regard, we point to the matter described in the section on the basis for the qualified opinion and the possible impact of the above mentioned matter on the stated item of the loans given and receivables and related items in the management board's report. Responsibility of the Bank's Management for financial statements The Bank s Management is responsible for the preparation and true and fair presentation of the financial statements and by those internal controls as determined by the Bank's Board as necessary to enable the preparation of the financial statements free of material misstatements whether due to fraud or error. In preparing the annual financial statements, the management board is responsible for assessing the capacity of the Bank continue operating on a the going concern basis, disclosure, if applicable, the issues related to the going concern operations and the use of an accounting basis based on the going concern operations, unless the management board intends either to liquidate the Bank either stop its operation or there is no real alternative but to so. Persons responsible for management shall be in charge to control the financial reporting process established by the Bank. 8

11 INDEPENDENT AUDITOR'S REPORT (Continued) Report on the audit of the annual financial statements (Continued) Auditor's responsibility for the audit of annual financial statements Our goals are to obtain a reasonable assurance whether the financial statements as whole are free of material misstatement, whether due to fraud or error thereby enabling the auditor to issue an independent auditor's report incorporating our opinion. A reasonable assurance is a higher level of assurance, but it is not a guarantee that the audit carried out in accordance with IAS will always identify a significant misstatement when it exists. Misrepresentations may arise due to fraud or error and are considered significant if it can reasonably be expected that, individually or in aggregate, will affect the economic decisions of the user made on the basis of these annual financial statements. As an integral part of the audit in accordance with IAS, we create professional judgments and maintain professional scepticism during the audit. We also: Recognize and assess the risks of material misstatement of the annual financial statements due to fraud or error, formulate and perform audit procedures in response to these risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not finding the material misrepresentation resulting from fraud is greater than the risk of error due to fraud, because a fraud may include secret agreements, counterfeiting, deliberate omission, misrepresentation or avoiding internal controls. Obtain an assurance of internal controls relevant to the audit in order to design audit procedures that are appropriate under the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal controls. Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures created by the management board. Conclude on the appropriateness of the accounting basis used based on the going concern principle used by the management board and, based on the obtained audit evidence, we conclude whether there is significant uncertainty regarding events or circumstances that can give rise to a significant doubt in the Bank's ability to continue operating on the going concern principle. If we conclude that there is significant uncertainty, we are required to draw attention in our independent auditor's report on related disclosures in the annual financial statements or, if such disclosures are inappropriate, to modify our opinion. Our conclusions are based on audit evidence obtained until the date of our independent auditor's report. However, future events or conditions may cause the Bank to cease business continuation on the going concern base. Evaluate the overall presentation, structure and content of the annual financial statements, including disclosures, as well as whether the annual financial statements reflect the transactions and events on which they are based enabling the fair presentation. We communicate with those who are in charge of managing, among other issues, on the planned scope and timing of audits and important audit findings, including those in connection with significant disadvantages in internal controls that were discovered during our audit. 9

12 INDEPENDENT AUDITOR'S REPORT (Continued) Report on other legal requirements Opinion on compliance of the Board s report with financial statements 1. According to our opinion, and based on activities performed by us during the audit, the information presented in the enclosed Annual Report for 2016 of the Bank s Management Board are harmonised with the enclosed financial statements of Jadranska banka d.d. Šibenik for In our opinion, based on activities we performed during the audit, the accompanying Management's Report the Bank for 2016 was prepared in accordance with the Accounting Act. 3. Based on the knowledge and assurance of the Bank's operations and its environment acquired within the scope of the audit, apart from the possible impact of the issue in the section of the qualified opinion, on the same item of loans granted and receivables shown in the management's report, we have not found that there are significant misstatements In the Bank's management report. Other legal and regulatory requirements Pursuant to the Decision of the Croatian National Bank on the Structure and Content of Bank Financial Statements (Official Gazette, No.30/ 2017, hereinafter: the Decision), the Management Board of Jadranska banka d.d. Šibenik prepared forms presented on pages 76 to 83, which comprise the Statement of Financial Position (balance sheet) as at 31 December 2016, Income Statement, Statement of Other Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement of the Bank for the year then ended, as well as information on compliance with the Bank's financial statements. The Bank's Management Board is responsible for the preparation of these forms and for information on compliance and they are not integral part of these financial statements, but required by the Decision. Financial information in the forms is derived from the Bank's financial statements on which we have expressed the qualified opinion. Certified Auditor: Marija Maltar, Mag. oec. Director: Stjepan Šargač, Mag. oec. Certified Auditor Varaždin, 5 April 2017 HLB Revidicon d.o.o. Ankice Opolski Varaždin Republic of Croatia 10

13 Income Statement Note Interest income 4 80,018 91,056 Interest expense 4 (39,382) (57,293) Net interest income 40,636 33,763 Income from fees and commissions 5 13,026 13,781 Expenses income from fees and commissions 5 (3,251) (3,166) Net income from fees and commissions 9,775 10,615 Net income from financial activities 6 7,057 6,650 Other operating income 7 5,607 1,664 Other operating expenses 8 (102,250) (82,815) Increased provisions and impairment 10 (116,534) (241,866) LOSS BEFORE TAXATION (155,709) (271,989) Corporate income tax LOSS FOR THE YEAR (155,709) (271,989) LOSS PER A SHARE (stated in kuna per a share) 12 (863) (1,507) Significant accounting policies and other notes set out on pages form an integral part of these financial statements. 11

14 Statement of Other Comprehensive Income Note LOSS FOR THE CURRENT YEAR ( ) ( ) Other comprehensive income / (loss for the current year net of taxes Net income (loss) from financial assets available for sale 17 12,090 (2,589) OTHER COMPREHENSIVE INCOME / (LOSS), NET OF TAXES 12,090 (2,589) COMPREHENSIVE INCOME / (LOSS) (143,619) (274,578) Significant accounting policies and other notes set out on pages form an integral part of these financial statements. 12

15 Statement of Financial Position Note ASSETS Cash and balances with Croatian National Bank , ,478 Amounts due from other banks 14 71,256 67,271 Loans and receivables ,565 1,047,164 Other assets ,337 76,225 Investments available-for-sale , ,194 Property and equipment 18 18,373 20,175 Non-tangible assets 19 9,233 11,669 TOTAL ASSETS 1,973,729 1,818,176 LIABILITIES Amounts due to customers 20 1,734,714 1,964,358 Other borrowed funds , ,679 Subordinate instruments 22-11,716 Provisions 23 4,500 6,598 Other liabilities 24 18,386 18,503 TOTAL LIABILITIES 1,913,646 2,112,854 SHAREHOLDERS' EQUITY AND PROVISIONS Share capital 50, ,237 Share premium Profit (Loss) for the period 400 (271,989) Loss carried forward - (314,261) Provisions out of profit - 121,987 Fair value/revaluation provisions 25 9,683 (2,407) TOTAL SHAREHOLDERS' EQUITY 60,083 (294,678) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 26 1,973,729 1,818,176 CONTINGENT LIABILITIES AND COMMITMENTS 155, ,399 Significant accounting policies and other notes set out on pages form an integral part of these financial statements. 13

16 Statement of changes in equity Share capital Share premium Treasury shares Reserves out of profit Revaluation reserve Profit / (loss) for the period Loss carried forward Total 1 January , (12,162) 121, (314,261) - (20,100) Transferred loss for ,261 (314,261) - Valuation of held-tomaturity securities (2,589) - - (2,589) Loss for (271,989) - (271,989) 31 December , (12,162) 121,987 (2,407) (271,989) (314,261) (294,678) 1 January , (12,162) 121,987 (2,407) (271,989) (314,261) (294,678) Transferred loss for ,989 (271,989) - Loss for 2016 (155,709) (155,709) Loss coverage charged to capital and provisions (183,399) (755) 12,162 (121,987) 306,141 12,162 Equity increase recapitalisation in 441, ,562 money Equity increase liabilities not subject 33,161 33,161 to security Equity increase subordinated instruments 11,495 11,495 Loss coverage charged to capital (424,723) 156, ,614 - Loss coverage (11,495) 11,495 Valuation of held-tomaturity securities 12,090 12, December , , ,083 Significant accounting policies and other notes set out on pages form an integral part of these financial statements. 14

17 Note CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax ( ) ( ) Increase in provisions and impairment allowance , ,866 Depreciation 8,18,19 4,513 4,910 Dividend income (4) (9) Loss/(gains) from sale of foreclosed assets (1,455) 6,753 Operating results before changes in operating assets and liabilities Changes in operating assets and liabilities (36,121) (18,469) Net (decrease) / increase of liabilities toward customers (229,644) (322,012) Net decrease of receivables from other banks 10, Net decrease of cash and balances with HNB 28,903 59,495 Net decrease in loans and receivables 430,972 97,389 (Increase) in financial assets available for sale (240,352) (45,360) (Increase) in other assets (24,524) (13,302) (Increase) /(decrease) of other liabilities (1,641) 4,987 NET CASH GENERATED / (USED) FROM OPERATING ACTIVITIES CASH FLOWS FROM INVESTMENT ACTIVITIES (25,851) (218,060) Dividend income 4 9 Purchases of property, equipment and non-tangible assets (3,676) (105) Sale, write-off equipment and non-tangible assets 3,401 Sale of foreclosed assets 1,280 28,594 NET CASH GENERATED FROM INVESTMENT ACTIVITIES CASH FLOWS FROM FINANCIAL ACTIVITIES 1,009 28,498 Net (decrease) in other borrowed funds 44,367 (21,443) Increase / decrease of subordinate instruments (11,716) 18 Recapitalisation 486,218 - Other changes 24,252 - NET CASH (USED) IN FINANCIAL ACTIVITIES 543,121 (21,425) Net (decrease) / (increase) in cash and cash equivalents 482,158 (229,456) Cash and cash equivalents at 1 January 343, ,288 Cash and cash equivalents at 31 December , ,832 Significant accounting policies and other notes set out on pages 14 to 75 form an integral part of these financial statements. 15

18 1. GENERAL INFORMATION ABOUT THE BANK 1.1. Legal framework, activities and employees Jadranska banka d.d., Šibenik (the Bank ) has with the registered seat in Šibenik, Ante Starčevića 4. The Bank was founded on 17 April 1957 under the name Komunalna banka Šibenik. The Bank has been transformed several times over the past years and brought in line with the laws regulating commercial banking. As of 1989 the Bank operates under the name Jadranska banka stock company, registered with the Commercial Court in Zadar - Permanent attendance in Šibenik, under registration number , PIN The Bank's core registered activities are: - Performing foreign exchange transactions in the country (exchange transactions) - Performing financial intermediation - Receiving all types of deposits - Providing all types of loans, opening documentary letters of credit, issuing guarantees and bank guarantees, and taking over other financial obligations - Performing operations with bills of exchange, cheques and certificates of deposit for own account or for account of own clients - Lending, selling and buying for own account or for the account of own clients financial derivatives - Performing securities transactions for own account or for the account of other persons - Issuance and management of payment instruments (including cards, travel ch eques and bank orders) - Performing financial leasing and factoring operations - Providing information on the customer creditworthiness at their request - Conducting foreign credit transactions and international payment transactions - Performing payment transactions in the country (in accordance with the provisions of the Act on the Payment Transactions in the Country) - Provision of other financial services specified or determined by the Croatian National Bank. The Bank considers that its products and services arise from one segment of business, that is, the provision of banking and related services. The Bank operates through its headquarters in Šibenik and 16 branches in Šibenik, 14 in the wider area of Šibenik-Knin County and two in Zagreb and Split. The share capital of the Bank amounted to HRK 50,000 on 31 December 2016 and is divided into 4,747,229 ordinary shares, which are denominated in the name, with no nominal value, ticker JDBA-R-C. Pursuant to the proposal of the CNB Council, the State Agency for Deposit Insurance and Bank Resolution decided on 8 October 2015 to initiate the resolution procedure of Jadranska banka d.d. Šibenik. The resolution procedure is in progress Bodies of the Bank By opening the resolution process, all powers of the Supervisory Board and General Assembly ceased and these powers were assumed by the State Agency for Deposit Insurance and Bank Resolution pursuant to Article 49, paragraph 2 of the Act on the Resolution of Credit Institutions and Investment Firms. The Resolution Board was appointed. 16

19 The Resolution Board Ivan Tomljenović President of Resolution Board from 9 October 2015 to 9 October 2016 Ksenija Šrajer Member of Resolution Board from 9 October 2015 to 9 June 2016 Hrvoje Marić Assistant of Resolution Board from 9 October 2015 to 8 October 2016 Nensi Marin President of Resolution Board from 9 October 2016 Vedrana Šarić Member of Resolution Board from 10 October 2016 Ivan Tomljenović Assistant of Resolution Board from 10 October

20 1.3 Regulatory environment Decisions of the Croatian National Bank By Decision of the Croatian National Bank No. EROFF / 15-ŽJ-BV of 21 December 2015, Šibenik bank d.d. was instructed to satisfy regulatory provisions relating to capital requirements and capital buffers, the maximum permitted exposure, in line with Regulation (EU) No. 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648 / 2012 and harmonisation with the provisions of the Credit institutions Act ( CIA ) regarding limitations on investments in fixed assets, up to 31 December On 15 July 2016, the Bank received Decision No. EROFF / 16-ZJ-BV, which amending the points defined by Decision No. EROFF / 15-ŽJ-BV of 21 December 2015 to read as follows: -1b) as at 31 December 2018 the Bank must meet all capital requirements under Article 92 of Regulation (EU) No. 575/2013 of the European Parliament and the Council on creditworthiness requirements for credit institutions and investment firms and of the amendment of Regulation (EU) No. 648/2012 as well as of Chapter VII of the Credit Institutions Act. The Bank is required by 31 December 2018 to harmonize its operations with the provisions of Regulation (EU) No. 575/2013 of the European Parliament and the Council on creditworthiness requirements for credit Institutions and Investment firms on maximum allowed exposure and to comply with the provisions of the Credit Institutions Act relating to the restriction on investment in tangible assets. By the above Decision, the Bank obtained the deadline for harmonization with the provisions of Regulation (EU) No. 575/2013 and CIA by 31 December The resolution procedure Pursuant to Art. 28 of the Act on the resolution of credit institutions and investment firms (Official Gazette No. 19/2015), the State Agency for Deposit Insurance and Bank Resolution (hereinafter referred to as " DAB") issued on 8 October 2015 the Decision on opening the resolution procedure od Jadranska Bank d.d. Šibenik. By opening up the resolution procedure, the Bank continues its normal business operations, and the Resolution Board was appointed. The powers of the Supervisory Board and the General Assembly are exercised by the State Agency for Deposit Insurance and Bank Resolution pursuant to Art. 49, paragraph 2 of the Act on the resolution of credit institutions and investment firms. In order to ensure that all losses of the Bank were identified and recorded, for which the assets are required to be impaired, pursuant to the provisions of Art. 36 of the Act on the Resolution of Credit Institutions and Investment Firms DAB requested from the independent assessor - Deloitte d.o.o. ("Independent Assessor") to make a subsequent valuation of the value of assets and liabilities of Jadranska banka d.d. The final version was submitted to the DAB in the form of a Post-Valuation Report of assets and liabilities of Jadranska banka d.d. Šibenik on 8 September The Report stated the need for impairment of assets at the items of the credit portfolio of legal and natural persons, foreclosed assets, equity securities and non-performing receivables. This Report defined the market economic value of assets. 18

21 The resolution procedure (Continued) By its Decision of 26 September 2016 on the recording of impairment of assets in accordance with the Report on the ex-post valuation of the value of assets and liabilities of the Jadranska banka d.d. Šibenik, the Supervisory Board of the Bank, has instructed the Bank's Resolution Board to report any impairment and adjustments the assets value in the Bank's business books in accordance with the Report. These impairments and value adjustments were carried out in the Bank's business books dated 30 September Additional value adjustments were recorded in the amount of HRK 179,826 thousand, of which for the items loans and receivables in the amount of HRK 126,109 thousand, on equity investments (available -for-sale financial assets) in the amount of HRK 2,807 thousand, on assets relating to land in the amount of HRK 1,674 thousand and on the foreclosed assets acquired in exchange for unpaid claims in the amount of HRK 49,236 thousand. On December 16, 2016, the Bank also concluded with the Croatian Bank for Reconstruction Development (HBOR) the Agreement on the Regulation of Mutual Relationships by which all placements from HBOR's loan programs under the previously concluded Agreement were assigned. This assignment has the effect of fulfilment. The assignment was contracted and executed instead of the fulfilment for the placements in the total amount of HRK 74,144 thousand and adequate write-offs of these assets and liabilities of the Bank to HBOR were made in the Bank's books. Documentation was delivered on 19 December Decision on the implementation of the resolution procedure Pursuant to the Act on the resolution of credit institutions and investment firms, the Management Board of the State Agency for Deposit Insurance and Bank Resolution for the further implementation of the resolution procedure, on 27 December 2016 adopted the Decision on the implementation of the resolution procedure. This Decision determined that the resolution will be carried out on the basis of the Report on the ex-post valuation of assets and liabilities of Jadranska banka d.d. made by Deloitte d.o.o. as follows: 1. All provisions and all share capital will be written off and all shares of the Bank will be withdrawn cancelled in order to cover all the losses determined by the independent expost valuation of assets and liabilities recorded in the financial statements of the Bank. Given that the established losses are higher than the amount of provisions and the share capital, all relevant equity instruments will be converted into ordinary capital of the Bank by issuing new shares of the Bank, and the equity will be written off and the shares will be cancelled in order to cover the losses. 2. For the purpose of further covering the losses remaining after the write- off of provisions, the share capital of the relevant equity instruments of the Bank in accordance with the Act on the resolution of credit institutions and investment firms and the Small Banks Scheme approved by the European Commission: - All Bank's deposits and liabilities not to be secured pursuant to Art. 5 paragraph no. 3 of the Deposit Insurance Act will be converted into the new share capital of the Bank by issuing new shares; 19

22 1.3.2 The resolution procedure (Continued) - The Deposit Insurance Fund will pay for the subscription of new shares to the Bank's equity capital, the amount equal to the amount of losses (estimated by an independent appraiser) that the Fund would have incurred if the bankruptcy procedure was opened for the Bank instead of the resolution procedure; - The remaining amount of the funds needed to cover the remaining losses and securing the minimum level of the Bank's share capital will be paid from the Resolution Fund, also by the entry of new shares of the Bank; - After the formation of the new core capital, the remaining amount of losses will be covered by the write off of a part of newly created capital. 3. The State Agency for Deposit Insurance and Bank Resolution shall, in accordance with the approved Scheme of Resolution, establish a so-called SPV (Special Purpose Vehicle), or the Company for managing non-performing assets for the purpose of redemption, i.e. purchasing and maximizing the collection of the remaining non-performing assets of the Bank. 4. After covering the losses and securing the minimum capital of the Bank and selling and transferring the non-performing assets to the SPV, the Resolution Board shall initiate the sale of the resoluted Bank. On 28 December 2016, the Resolution Board issued a decision to transfer the Bank's non-performing placements (NPL placements) to the Special Purpose Vehicle (SPV). The Supervisory Board of the Bank gave its consent to the said decision on 30 December Following this, the NPL placements were netted off to the amount of HRK 130,999 thousand from the Bank's accounting records as at 31 December 2016 and the recorded receivable from DAB (application of the resolution instrument - asset separation). Payment to the Bank was made on 13 February 2017 from the Resolution Fund. Extraordinary General Assembly of the Bank Pursuant to the aforementioned Decision of the Management Board of the State Agency for Deposit Insurance and Bank Resolution, the State Agency for Deposit Insurance and Bank Resolution, acting as a resolution body, exercising the powers of the General Assembly of the Bank, held on 30 December 2016 the Extraordinary General Assembly of the Bank, where the decision of Decision of the Management Board of the Agency was confirmed, as well as individual decisions were made with the aim of covering the Bank's losses and ensuring the core capital needed to continue the Bank's operations. The following decisions were made: 1. Decision on determining the total losses of the Bank as of 30 December 2016; 2. Decision to cover a part of the losses determined payable from the Bank's provisions 3. Decision on reduction of share capital to cover a part of other losses 4. Decision on conversion of relevant equity Instruments into the Bank's share capital and reduction of core capital to cover the losses 5. Decision on amendments and supplements to the Statute/Articles of Association. 20

23 1.3.2 The resolution procedure (Continued) Based on the decision on the increase of the share capital, the increase of the share capital and the claim from DAB were recorded in the amount of: - HRK 300,000 thousand - by the Deposit Insurance Fund. The payment of funds to the Bank's account was made on 12January 2017; - HRK -141,561 thousand - by the Resolution Fund. The payment of funds to the Bank's account was made on 12 January All decisions of the Bank's Assembly were implemented and were adequately recorded in the books. After the losses were covered, the share capital of the Bank amounts to HRK 50,000 thousand and is divided into 4,747,229 ordinary which are denominated shares, without nominal value, ticker JDBA-R-C. On 30 December 2016 the Bank's losses, prior being covered, amounted to HRK 742,359 thousand, of which HRK 314,261 thousand related to the realized loss in 2014, HRK 271,989 thousand to the loss realized in 2015 and the remaining amount of HRK 156,109 thousand to the reported loss for the period from 1 January to 30 December Income statement shows the realized loss for the period from 1 January to 30 December 2016, and in the statement of financial position on the equity item line, the amount after coverage of the losses and the increase in share capital, respectively. After implementing the Decisions of the Assembly to cover all losses, the reduction of the share capital and the increase of the share capital, the realized profit on 31 December 2016 amounted to HRK 400 thousand. 21

24 Note 2016 Loss coverage 2016 Interest income 4 80,018 76,205 3,812 Interest expenses 4 (39,382) (37,287) (2,095) Net interest income 40,636 38,918 1,717 Income from fees and commissions 5 13,026 12, Fees and commissions expenses 5 (3,251) (3,179) (73) Net income from fees and commissions 9,775 9, Net profit from financial operations 6 7,057 6, Other operating income 7 5,607 5, Other operating expenses 8 (153,091) (66,900) 1,207 Increase in provisions and value impairments 10 (65,693) (149,522) (3,568) PROFIT (LOSS) OF THE YEAR (155,709) (156,109) BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS 2.1. Statement of compliance The financial statements of Jadranska banka d.d. have been prepared in accordance with the Croatian Accounting Act, International Financing Standards adopted by the European Commission (IFRS). The banking operations in Republic of Croatia are stipulated by the Credit Institutions Act, under the financial reporting is stipulated by the Croatian National Bank (HNB) which is the central supervisory institution of the banking system in Republic of Croatia. The accounting regulations of the HNB rely on the International Financial Reporting Standards (IFRS). The key differences between the accounting regulations of the HNB and the recognition and measurement requirements under IFRS are as follows: HNB requires from banks to recognize in the income statement the following: the impairment loss on assets not identified as impaired (including assets with the risk of central government) excluding the equity securities classified as financial assets available for sale, financial assets at fair value in the income statement, except fair value of embedded derivatives at prescribed rates. In accordance with these requirements, the Bank has made portfolio based provisions of HRK 7,914 thousand (2015: 9,624 thousand), and in 2016 recognized the income in the amount of 1,709 thousand relating to these provisions (2015: income of 4,299 thousand). Although, pursuant to IFRS, it is much more appropriate to state such provisions as an allocation within capital and reserves, the Bank continues to recognize them in the income statement as a substitute for existing but unidentified impairment losses. 22

25 Independent valuation pursuant to the Act on the Resolution of Credit Institutions and Investment Firms Valuation Effects As described in Note , pursuant to Article 36 of the Act on the Resolution of Credit Institutions and Investment Firms, the State Agency for Deposit Insurance and Bank Resolution, required from an independent assessor to carry out ex-post valuation of the assets and liabilities of the Bank. The report stated the need for impairment of the Bank's assets on the positions of the credit portfolio of legal and natural persons, the foreclosed assets, equity securities and non-performing receivables. The report defines the market economic value of the Bank's assets. On 30 September 2016, additional value adjustments were posted and costs charged in the amount of HRK 179,826 thousand, of which HRK 126,109 thousand on the loans and receivables item line, HRK 2,807 thousand on the equity investments item line, and HRK 50,910 thousand on the item line of the land and the foreclosed assets in exchange for uncollected receivables. The estimate of an independent appraiser is based on the estimate of the market economic value of the assets. 23

26 2.2. Basis for preparation The financial statements have been prepared on a fair value basis for financial assets available for sale. Other financial assets and liabilities and non financial assets and liabilities are stated at amortized cost or historical cost, except for the item line loans and receivables, equity securities, non-performing receivables and foreclosed assets in exchange for uncollected receivables that are valued at market economic value on the basis of the estimate of an independent valuer. In preparing the financial statements for purposes of this Report the prescribed basic financial statements of the Bank have been reclassified to present the results of operations and financial position in accordance with International Financial Reporting Standards. Performed reclassifications had no effect on the net result of the Bank in the current and previous year. The financial statements have been prepared on the going concern basis. The financial statements have been presented in a format generally adopted and internationally accepted in the disclosure of financial statements of banks and similar financial institutions. 24