Report of Independent Auditor To the Shareholders of TMB Bank Public Company Limited

Transcription

1 TMB Bank Public Company Limited and its subsidiaries Report and interim financial statements For the three-month and six-month periods ended 30 June 2010

2 Report of Independent Auditor To the Shareholders of TMB Bank Public Company Limited I have audited the accompanying consolidated balance sheets of TMB Bank Public Company Limited and its subsidiaries as at 30 June 2010 and 31 December 2009, the consolidated statements of income, changes in shareholders equity, and cash flows for the six-month periods ended 30 June 2010 and 2009 and I have also audited the separate financial statements of TMB Bank Public Company Limited for the same periods. These financial statements are the responsibility of the Bank s management as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TMB Bank Public Company Limited and its subsidiaries and of TMB Bank Public Company Limited as at 30 June 2010 and 31 December 2009, and the results of their operations and cash flows for the six-month periods ended 30 June 2010 and 2009, in accordance with generally accepted accounting principles.

3 I have reviewed the consolidated and separate statements of income for the three-month periods ended 30 June 2010 and 2009 in accordance with the auditing standard applicable to review engagements, which provides less assurance than an audit conducted in accordance with generally accepted auditing standards. Based on my reviews, nothing has come to my attention that causes me to believe that such financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. Ratana Jala Certified Public Accountant (Thailand) No Ernst & Young Office Limited Bangkok: 30 August

4 TMB Bank Public Company Limited and its subsidiaries Balance sheets As at 30 June 2010 and 31 December 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note 30 June December June December 2009 Assets Cash 12,746,636,798 15,134,030,856 12,746,506,722 15,133,926,525 Interbank and money market items 8, 34 Domestic items Interest bearing 56,196,201,422 59,155,830,186 56,010,496,086 58,986,121,221 Non-interest bearing 2,848,728,484 2,886,070,501 2,848,728,484 2,886,070,501 Foreign items Interest bearing 1,425,239,466 1,447,199,037 1,425,239,466 1,447,199,037 Non-interest bearing 2,783,351,743 3,125,470,103 2,783,351,743 3,125,470,103 Interbank and money market items - net 63,253,521,115 66,614,569,827 63,067,815,779 66,444,860,862 Investments Short-term investments - net ,997,279,164 59,365,406,141 54,847,209,880 59,365,406,141 Long-term investments - net ,139,236,545 21,225,805,079 33,507,667,650 20,562,306,526 Investments in subsidiaries and associated companies - net 10 1,692,191,156 2,113,533,515 1,421,360,456 1,737,472,102 Investments - net 90,828,706,865 82,704,744,735 89,776,237,986 81,665,184,769 Loans and accrued interest receivables 11, 34 Loans 349,950,790, ,091,604, ,088,906, ,730,206,447 Accrued interest receivables 961,155, ,810, ,875, ,133,640 Total loans and accrued interest receivables 350,911,945, ,063,414, ,056,781, ,704,340,087 Less: Allowance for doubtful debts 13, 34 (23,413,289,672) (30,995,310,499) (22,236,593,842) (29,548,185,438) Revaluation allowance for debt restructuring 14 (184,238,091) (212,836,540) (184,238,091) (212,836,540) Loans and accrued interest receivables - net 327,314,417, ,855,267, ,635,949, ,943,318,109 Properties foreclosed - net 15 9,107,631,888 11,132,193,552 8,812,755,528 10,756,889,666 Customers' liability under acceptance 25,335,508 50,643,261 25,335,508 50,643,261 Premises and equipment - net 16 12,696,310,279 13,219,972,134 12,660,362,190 13,178,000,853 Accounts receivable - net 16,907,662,622 9,490,722,960 16,537,668,765 9,168,713,135 Goodwill - net 59,988,168 59,988, Other intangible assets - net ,342, ,829, ,893, ,811,088 Financial derivative assets 3,158,551,166 3,015,291,930 3,158,551,166 3,015,291,930 Other assets - net 18, 34 3,586,811,783 3,507,063,041 3,504,881,831 3,426,524,048 Total assets 540,497,916, ,653,317, ,726,957, ,637,164,246 The accompanying notes are an integral part of the financial statements.

5 TMB Bank Public Company Limited and its subsidiaries Balance sheets (continued) As at 30 June 2010 and 31 December 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note 30 June December June December 2009 Liabilities and shareholders' equity Deposits 19, 34 Deposits in Baht 393,703,082, ,345,091, ,793,628, ,515,517,995 Deposits in foreign currencies 533,164, ,773, ,164, ,485,157 Total deposits 394,236,246, ,775,864, ,326,793, ,949,003,152 Interbank and money market items 20, 34 Domestic items Interest bearing 5,614,565,924 7,198,980,726 5,614,565,924 7,198,980,726 Non-interest bearing 661,792, ,412, ,792, ,412,297 Foreign items Interest bearing 2,642,657,035 2,864,422,874 2,642,657,035 2,864,422,874 Non-interest bearing 636,692, ,108, ,692, ,108,602 Total interbank and money market items 9,555,708,597 10,737,924,499 9,555,708,597 10,737,924,499 Liability payable on demand 4,930,446,420 4,957,974,454 4,930,446,420 4,957,974,454 Borrowings 21, 34 Short-term borrowings 21,255,727,230 25,081,094,337 21,265,727,230 25,092,594,337 Long-term borrowings 28,053,644,487 25,554,727,337 28,053,644,487 25,554,727,337 Total borrowings 49,309,371,717 50,635,821,674 49,319,371,717 50,647,321,674 Bank's liability under acceptance 25,335,508 50,643,261 25,335,508 50,643,261 Accrued interest expenses 993,744, ,770, ,762, ,807,733 Provisions for obligation on transfers of non-performing assets 6, 7, 22 9,970,348,938 9,764,325,241 6,167,650,521 6,139,450,521 Provisions for other liabilities ,613,093 2,125,524,933 3,606,710,992 4,450,167,864 Accounts payable 12,954,589,625 2,329,992,114 12,949,022,593 2,326,644,240 Financial derivative liabilities 3,561,171,421 3,244,851,950 3,561,171,421 3,244,851,950 Other liabilities 24, 34 5,130,370,598 3,823,554,900 5,093,484,650 3,703,636,546 Total liabilities 491,650,947, ,385,248, ,529,457, ,146,425,894 The accompanying notes are an integral part of the financial statements.

6 TMB Bank Public Company Limited and its subsidiaries Balance sheets (continued) As at 30 June 2010 and 31 December 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note 30 June December June December 2009 Liabilities and shareholders' equity (continued) Shareholders' equity Registered share capital 25 Preference shares (31 December 2009: 1,991,997,200 preference shares of Baht 10 each) - 19,919,972,000-19,919,972,000 43,708,738,479 ordinary shares of Baht 0.95 each (31 December 2009: 41,716,741,279 ordinary shares of Baht 10 each) 41,523,301, ,167,412,790 41,523,301, ,167,412,790 Issued and paid-up share capital 25 Preference shares (31 December 2009: 1,991,997,200 preference shares of Baht 10 each) - 19,919,972,000-19,919,972,000 43,528,738,479 ordinary shares of Baht 0.95 each (31 December 2009: 41,536,741,279 ordinary shares of Baht 10 each) 41,352,301, ,367,412,790 41,352,301, ,367,412,790 Share discount - net 25 - (303,088,346,225) - (303,088,346,225) Unrealised gains Revaluation surplus on assets 28 5,060,414,421 5,155,120,474 5,060,414,421 5,155,120,474 Revaluation surplus on investments ,316,323 58,324,421 83,844,984 49,619,404 Other capital reserve - share-based payment 27 10,960,000-10,960,000 - Translation adjustments 14,269,933 11,815,598 14,269,933 11,815,598 Retained earnings 25 Appropriated Statutory reserve - 2,100,000,000-2,100,000,000 Others - 8,717,165,400-8,717,165,400 Unappropriated (deficit) 2,245,047,714 (101,047,934,880) 1,675,709,227 (101,742,021,089) Equity attributable to the Bank's shareholders 48,767,309,946 47,193,529,578 48,197,500,120 46,490,738,352 Equity attributable to minority shareholders of subsidiaries 79,659,213 74,539, Total shareholders' equity 48,846,969,159 47,268,069,166 48,197,500,120 46,490,738,352 Total liabilities and shareholders' equity 540,497,916, ,653,317, ,726,957, ,637,164,246 Off-balance sheet items - commitments 33.1, 34 Avals to bills and guarantees of loans 485,465, ,738, ,465, ,738,229 Liability under unmatured import bills 1,457,401, ,538,611 1,457,401, ,538,611 Letters of credits 16,016,822,648 16,921,760,586 16,016,822,648 16,921,760,586 Other commitments 572,409,263, ,171,203, ,409,263, ,171,203,206 The accompanying notes are an integral part of the financial statements. Mr. Boontuck Wungcharoen Chief Executive Officer Mrs. Saowanee Kamolbutr Chairman of the Board

7 (Unaudited but reviewed) TMB Bank Public Company Limited and its subsidiaries Statements of income For the three-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note Interest and dividend income Loans 3,882,524,345 4,311,318,429 3,840,745,368 4,275,290,675 Interbank and money market items 174,114, ,613, ,497, ,790,712 Investments 381,005, ,653, ,601, ,625,948 Total interest and dividend income 4,437,644,414 5,041,585,029 4,694,844,181 5,176,707,335 Interest expenses Deposits 1,032,281,923 1,390,819,882 1,032,591,304 1,391,441,148 Interbank and money market items 5,468,235 47,053,127 5,468,235 46,833,187 Short-term borrowings 85,123, ,482,297 85,163, ,829,083 Long-term borrowings 385,580, ,104, ,580, ,104,778 Total interest expenses 1,508,453,981 1,978,460,084 1,456,802,980 1,930,208,196 Net interest and dividend income 2,929,190,433 3,063,124,945 3,238,041,201 3,246,499,139 Bad debt and doubtful accounts 721,216,219 3,621,484, ,974,569 3,630,679,364 Losses on debt restructuring (reversal) (218,976,310) 112,385,844 (219,029,562) 111,837,906 Net interest and dividend income after bad debt and doubtful accounts and losses on debt restructuring 2,426,950,524 (670,745,793) 2,731,096,194 (496,018,131) Non-interest income Gains (losses) on investments ,052, ,531,391 (111,791,930) 805,806,246 Shares of profits from investments in associated companies 55,319,714 30,469, Fees and charges Acceptances, avals and guarantees 58,214,390 87,933,926 58,214,390 87,933,926 Others 1,080,525, ,899,207 1,000,103, ,555,640 Gains on exchange 260,040, ,120, ,039, ,296,542 Gains on buy back perpetual non-cumulative Tier 1 securities 21 47,221,990 2,301,483,276 47,221,990 2,301,483,276 Gains on unwinding of interest rate swap contracts ,918, ,540, ,918, ,540,206 Other income 77,559, ,792,265 72,970, ,587,276 Total non-interest income 1,821,852,661 5,276,769,839 1,449,676,971 5,119,203,112 The accompanying notes are an integral part of the financial statements.

8 (Unaudited but reviewed) TMB Bank Public Company Limited and its subsidiaries Statements of income (continued) For the three-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note Non-interest expenses Personnel expenses 1,352,790,090 1,545,664,673 1,313,503,653 1,507,060,022 Premises and equipment expenses 727,481, ,729, ,323, ,190,554 Taxes and duties 152,545, ,297, ,641, ,488,448 Fees and charges 326,773, ,073, ,781, ,797,023 Directors' remuneration 7,761,304 7,883,660 6,823,404 6,927,610 Losses on impairment of properties foreclosed and other assets 390,333, ,374, ,957, ,834,041 Contributions to the Deposit Protection Agency 403,553, ,297, ,553, ,297,820 Provisions for other liabilities (reversal) (554,318,105) 262,272,625 (554,318,105) 262,272,625 Other expenses 552,396, ,613, ,868, ,084,525 Total non-interest expenses 3,359,316,993 4,198,206,717 3,272,135,680 4,102,952,668 Earnings before income tax 889,486, ,817, ,637, ,232,313 Income tax 31 2,023,940 9,106,792 11,838 96,321 Net income 887,462, ,710, ,625, ,135,992 Net income attributable to: Equity holders of the Bank 886,088, ,060, ,625, ,135,992 Minority shareholders of subsidiaries 1,373,391 5,650, ,462, ,710,537 Earnings per share 32 Basic earning per share Net income attributable to equity holders of the Bank Diluted earning per share Net income attributable to equity holders of the Bank The accompanying notes are an integral part of the financial statements. Mr. Boontuck Wungcharoen Chief Executive Officer Mrs. Saowanee Kamolbutr Chairman of the Board

9 TMB Bank Public Company Limited and its subsidiaries Statements of income For the six-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note Interest and dividend income Loans 7,748,074,139 9,420,534,426 7,626,250,754 9,355,791,122 Interbank and money market items 346,391, ,823, ,243, ,572,438 Investments 743,211,870 1,256,427,592 1,061,158,579 1,491,517,149 Total interest and dividend income 8,837,677,363 11,133,785,716 9,032,652,656 11,301,880,709 Interest expenses Deposits 2,095,934,737 3,574,137,115 2,096,244,146 3,574,758,380 Interbank and money market items 12,852,400 72,832,654 12,852,400 72,832,654 Short-term borrowings 156,834, ,533, ,966, ,879,899 Long-term borrowings 726,456, ,282, ,456, ,282,445 Total interest expenses 2,992,078,084 4,853,785,327 2,888,519,465 4,756,753,378 Net interest and dividend income 5,845,599,279 6,280,000,389 6,144,133,191 6,545,127,331 Bad debt and doubtful accounts 749,622,428 2,532,224, ,145,418 2,548,404,814 Losses on debt restructuring (reversal) (28,343,821) 89,139,701 (28,397,073) 82,951,558 Net interest and dividend income after bad debt and doubtful accounts and losses on debt restructuring 5,124,320,672 3,658,635,853 5,741,384,846 3,913,770,959 Non-interest income Gains (losses) on investments ,558,651 (82,494,516) (394,325,440) (1,004,037,814) Shares of profits from investments in associated companies 3,346,924 68,852, Fees and charges Acceptances, avals and guarantees 141,776, ,084, ,776, ,084,409 Others 2,191,164,614 1,905,083,133 2,020,958,630 1,710,196,514 Gains on exchange 594,009, ,653, ,048, ,712,162 Gains on buyback of perpetual non-cumulative Tier 1 securities 21 47,221,990 2,301,483,276 47,221,990 2,301,483,276 Gain on unwinding of interest rate swap contracts ,918, ,280, ,918, ,280,806 Other income 173,597, ,927, ,724, ,126,153 Total non-interest income 3,400,593,554 6,275,869,988 2,700,324,127 5,167,845,506 The accompanying notes are an integral part of the financial statements.

10 TMB Bank Public Company Limited and its subsidiaries Statements of income (continued) For the six-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Note Non-interest expenses Personnel expenses 2,752,868,468 2,907,874,896 2,677,846,352 2,824,462,738 Premises and equipment expenses 1,417,881,778 1,280,819,801 1,385,497,898 1,248,177,780 Taxes and duties 303,988, ,663, ,008, ,252,657 Fees and charges 654,900, ,632, ,855, ,317,440 Directors' remuneration 16,199,800 14,285,567 14,304,000 12,869,516 Losses on impairment of properties foreclosed and other assets 536,692,474 1,716,994, ,334, ,063,526 Contributions to the Deposit Protection Agency 798,283, ,224, ,283, ,224,205 Provisions for obligation on transfers of non-performing assets - 300,000, ,000,000 Provisions for other liabilities (reversal) (608,907,105) 58,252,625 (608,897,105) 58,252,625 Other expenses 1,046,783, ,003,496 1,001,767, ,400,952 Total non-interest expenses 6,918,691,555 9,078,750,730 6,723,999,988 8,085,021,439 Earnings before income tax 1,606,222, ,755,111 1,717,708, ,595,026 Income tax 31 8,168,936 16,885,044 27,153 96,321 Net income 1,598,053, ,870,067 1,717,681, ,498,705 Net income attributable to: Equity holders of the Bank 1,592,934, ,238,167 1,717,681, ,498,705 Minority shareholders of subsidiaries 5,119,625 9,631,900 1,598,053, ,870,067 Earnings per share 32 Basic earning per share Net income attributable to equity holders of the Bank Diluted earning per share Net income attributable to equity holders of the Bank The accompanying notes are an integral part of the financial statements. Mr. Boontuck Wungcharoen Chief Executive Officer Mrs. Saowanee Kamolbutr Chairman of the Board

11 TMB Bank Public Company Limited and its subsidiaries Statements of changes in shareholders' equity For the six-month periods ended 30 June 2010 and 2009 (Unit:Baht) Consolidated financial statements Equity attributable to the Bank's shareholders Other capital Total equity Equity attributable Issued Revaluation Revaluation reserve - Retained earnings (deficit) attributable to to minority and paid-up surplus on surplus (deficit) share-based Translation Appropriated - Appropriated - the Bank's shareholders share capital Share discount assets on investments payments adjustments Statutory reserve Others Unappropriated shareholders of subsidiaries Total Balance as at 31 December ,287,384,790 (303,088,346,225) 5,288,040,203 (191,739,644) - 8,800,286 2,100,000,000 8,717,165,400 (103,166,427,235) 44,954,877,575 91,507,786 45,046,385,361 Income (expense) recognised directly in equity Amortisation of revaluation surplus on assets - - (88,679,193) ,346,548 (51,332,645) - (51,332,645) Revaluation deficit on investments (467,059,368) (467,059,368) - (467,059,368) Translation adjustments ,619, ,619,170-1,619,170 Total income (expense) recognised directly in equity - - (88,679,193) (467,059,368) - 1,619, ,346,548 (516,772,843) - (516,772,843) Recognised revaluation deficit on investments in statement of income ,319, ,319, ,319,006 Net income ,238, ,238,167 9,631, ,870,067 Total income (expense) recognised for the period - - (88,679,193) 267,259,638-1,619, ,584,715 1,046,784,330 9,631,900 1,056,416,230 Dividends paid to minority shareholders of the subsidiary (36,500,032) (36,500,032) Balance as at 30 June ,287,384,790 (303,088,346,225) 5,199,361,010 75,519,994-10,419,456 2,100,000,000 8,717,165,400 (102,299,842,520) 46,001,661,905 64,639,654 46,066,301,559 Balance as at 31 December 2009 Income (expense) recognised directly in equity 435,287,384,790 (303,088,346,225) 5,155,120,474 58,324,421-11,815,598 2,100,000,000 8,717,165,400 (101,047,934,880) 47,193,529,578 74,539,588 47,268,069,166 Amortisation of revaluation surplus on assets - - (94,706,053) ,146,074 (58,559,979) - (58,559,979) Revaluation deficit on investments ,991, ,991,902-25,991,902 Translation adjustments ,454, ,454,335-2,454,335 Total income (expense) recognised directly in equity - - (94,706,053) 25,991,902-2,454, ,146,074 (30,113,742) - (30,113,742) Share-based payments (Note 27) ,960, ,960,000-10,960,000 Net income ,592,934,110 1,592,934,110 5,119,625 1,598,053,735 Total income (expense) recognised for the period - - (94,706,053) 25,991,902 10,960,000 2,454, ,629,080,184 1,573,780,368 5,119,625 1,578,899,993 Reduction of capital and transfer of appropriated retained earnings to offset against deficit (Note 25.2) (393,935,083,235) 303,088,346, (2,100,000,000) (8,717,165,400) 101,663,902, Balance as at 30 June ,352,301,555-5,060,414,421 84,316,323 10,960,000 14,269, ,245,047,714 48,767,309,946 79,659,213 48,846,969,159 The accompanying notes are an integral part of the financial statements.

12 TMB Bank Public Company Limited and its subsidiaries Statements of changes in shareholders' equity (continued) For the six-month periods ended 30 June 2010 and 2009 (Unit:Baht) Separate financial statements Other capital Issued Revaluation Revaluation reserve - Retained earnings (deficit) and paid-up surplus on surplus (deficit) share-based Translation Appropriated - Appropriated - share capital Share discount assets on investments payments adjustments Statutory reserve Others Unappropriated Total Balance as at 31 December ,287,384,790 (303,088,346,225) 5,288,040,203 (191,188,394) - 8,800,286 2,100,000,000 8,717,165,400 (103,864,886,485) 44,256,969,575 Income (expense) recognised directly in equity Amortisation of revaluation surplus on assets - - (88,679,193) ,346,548 (51,332,645) Revaluation deficit on investments (470,750,958) (470,750,958) Translation adjustments ,619, ,619,170 Total income (expense) recognised directly in equity - - (88,679,193) (470,750,958) - 1,619, ,346,548 (520,464,433) Recognised revaluation deficit on investments in statement of income ,319, ,319,006 Net income ,498, ,498,705 Total income (expense) recognised for the period - - (88,679,193) 263,568,048-1,619, ,033,845,253 1,210,353,278 Balance as at 30 June ,287,384,790 (303,088,346,225) 5,199,361,010 72,379,654-10,419,456 2,100,000,000 8,717,165,400 (102,831,041,232) 45,467,322,853 Balance as at 31 December 2009 Income (expense) recognised directly in equity 435,287,384,790 (303,088,346,225) 5,155,120,474 49,619,404-11,815,598 2,100,000,000 8,717,165,400 (101,742,021,089) 46,490,738,352 Amortisation of revaluation surplus on assets - - (94,706,053) ,146,074 (58,559,979) Revaluation deficit on investments ,225, ,225,580 Translation adjustments ,454, ,454,335 Total income (expense) recognised directly in equity - - (94,706,053) 34,225,580-2,454, ,146,074 (21,880,064) Share-based payments (Note 27) ,960, ,960,000 Net income ,717,681,832 1,717,681,832 Total income (expense) recognised for the period - - (94,706,053) 34,225,580 10,960,000 2,454, ,753,827,906 1,706,761,768 Reduction of capital and transfer of appropriated retained earnings to offset against deficit (Note 25.2) (393,935,083,235) 303,088,346, (2,100,000,000) (8,717,165,400) 101,663,902,410 - Balance as at 30 June ,352,301,555-5,060,414,421 83,844,984 10,960,000 14,269, ,675,709,227 48,197,500,120 The accompanying notes are an integral part of the financial statements.

13 TMB Bank Public Company Limited and its subsidiaries Statements of cash flows For the six-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Cash flows from operating activities Earnings before income tax 1,606,222, ,755,111 1,717,708, ,595,026 Adjustments to reconcile earnings before income tax to net cash provided by (paid from) operating activities: Depreciation and amortisation 621,245, ,307, ,320, ,382,773 Losses on impairment of investments - 900,989, ,444,967 1,822,079,980 Unrealised (gains) losses on revaluation of investments (1,146,089) 5,773,665 (1,146,089) 5,773,665 Losses on impairment of properties foreclosed and other assets 536,692,474 1,716,994, ,334, ,063,526 Share of profits from investments in associated companies (3,346,924) (68,852,187) - - Bad debts and doubtful accounts 749,622,428 2,532,224, ,145,418 2,548,404,814 Losses on debt restructuring (reversal) (28,343,821) 89,139,701 (28,397,073) 82,951,558 Gains on disposals of premises and equipment (1,581,806) (10,363,506) (3,981,746) (10,363,506) Provisions for obligation on transfers of non-performing assets - 300,000, ,000,000 Provisions for other liabilities (reversal) (608,907,105) 58,252,625 (608,897,105) 58,252,625 Provision for expenses relating to employees 23,280,000 18,453,516 23,280,000 18,453,516 Provision for share-based payments to employees 10,960,000-10,960,000 - Gains on disposals of investments (108,983,727) (864,385,351) (98,544,603) (863,932,696) Unrealised gains on exchange on borrowings and derivatives (341,110,100) (358,716,529) (341,110,100) (358,716,529) Gains on buyback of perpetual non-cumulative Tier 1 securities (47,221,990) (2,301,483,276) (47,221,990) (2,301,483,276) Increase in other accrued income (7,550,764) (53,201,794) (15,375,948) (33,464,244) Increase (decrease) in other accrued expenses 664,771,029 (37,800,171) 654,899,553 (58,396,700) Income from operating activities before changes in operating assets and liabilities 3,064,602,237 3,359,087,698 3,332,418,481 3,674,600,532 (Increase) decrease in operating assets Interbank and money market items 3,607,037,841 12,900,211,408 3,623,088,657 12,789,756,040 Trading securities (2,789,443,625) 2,272,239,342 (2,789,443,625) 2,272,239,342 Loans 7,166,876,965 41,367,744,303 7,361,971,480 41,631,620,979 Properties foreclosed 1,791,776,321 1,410,836,001 1,729,565,740 1,071,860,077 Accounts receivable 1,182,773,294 1,283,433,292 1,109,539,234 1,260,560,438 Other assets 1,048,333,617 (919,032,718) 1,054,283,112 (907,245,360) Increase (decrease) in operating liabilities Deposits (13,539,623,225) (48,912,381,535) (13,622,210,020) (48,849,342,879) Interbank and money market items (1,182,215,902) 13,433,877,750 (1,182,215,902) 13,433,877,750 Liability payable on demand (27,528,034) 1,170,348,029 (27,528,034) 1,170,348,029 Short-term borrowings (1,748,165,268) 374,500,432 (1,749,665,268) 374,500,432 Provisions for obligation on transfer of non-performing assets 73,823, Provisions for other liabilities (587,294,790) - (587,294,790) - Accounts payable (178,237,647) 114,418,746 (215,842,778) 110,772,049 Other liabilities (542,728,201) 379,148,799 (420,862,273) 391,799,728 Cash provided by (used in) operating activities (2,660,012,720) 28,234,431,547 (2,384,195,986) 28,425,347,157 The accompanying notes are an integral part of the financial statements.

14 TMB Bank Public Company Limited and its subsidiaries Statements of cash flows (continued) For the six-month periods ended 30 June 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements Net interest and dividend income (5,845,599,279) (6,280,000,389) (6,144,133,191) (6,545,127,331) Cash received on interest income 8,207,257,664 10,334,184,137 8,095,399,720 10,261,024,380 Cash paid for interest expense (2,237,256,450) (4,828,193,322) (2,237,718,135) (4,841,003,897) Cash paid for income tax (59,831,882) (51,775,799) (45,252,092) (43,526,190) Net cash provided by (used in) operating activities (2,595,442,667) 27,408,646,174 (2,715,899,684) 27,256,714,119 Cash flows from investing activities Cash received on interest and dividend income 788,657,088 1,175,731,812 1,108,997,785 1,414,474,718 Purchases of available-for-sale securities (76,788,777,950) (122,042,663,195) (76,638,777,950) (122,042,663,195) Sales of available-for-sale securities 63,794,222,685 93,703,348,991 63,777,496,355 93,703,348,991 Investments in held-to-maturity debt securities (9,355,247,288) - (9,355,247,288) - Proceeds from redemption of held-to-maturity debt securities 21,371,000,000 1,477,066,674 21,354,000,000 1,476,066,674 Sales of general investments 137,758, ,482, ,418, ,029,636 Investments in associated companies - (34,473,600) - (34,473,600) Capital return from associated companies 104,111, ,808, ,111, ,808,870 Dividends received from associated companies 320,577, ,264, Purchases of premises, equipment, leasehold rights and intangible assets (468,575,247) (272,939,021) (457,515,288) (270,958,955) Proceeds from disposals of premises and equipment 149,636,443 47,609, ,310,515 44,057,115 Net cash provided by (used in) investing activities 53,363,190 (25,319,763,888) 173,794,462 (25,213,309,746) Cash flows from financing activities Cash paid for long-term borrowings (560,748,904) (446,849,106) (560,748,904) (446,849,106) Cash paid for interest on long-term borrowings (567,647,002) (838,025,573) (567,647,002) (826,095,573) Cash paid for redemption of debentures (2,040,110,000) (676,190,000) (2,040,110,000) (676,190,000) Proceeds from issuance of subordinated debentures 8,000,000,000 4,000,000,000 8,000,000,000 4,000,000,000 Cash paid for redemption of subordinated debentures and perpetual non-cumulative Tier 1 securities (6,679,073,010) (5,255,072,412) (6,679,073,010) (5,255,072,412) Proceeds from issuance of long-term bills of exchange 1,999,810, ,130,000 1,999,810, ,130,000 Dividends paid to minority shareholders of subsidiaries - (36,500,032) - - Net cash provided by (used in) financing activities 152,231,084 (2,863,507,123) 152,231,084 (2,815,077,091) Net decrease in cash and cash equivalents (2,389,848,393) (774,624,837) (2,389,874,138) (771,672,718) Increase in translation adjustments 2,454,335 1,619,170 2,454,335 1,619,170 Cash and cash equivalents at beginning of the periods 15,134,030,856 11,317,138,700 15,133,926,525 11,313,907,152 Cash and cash equivalents at end of the periods 12,746,636,798 10,544,133,033 12,746,506,722 10,543,853, Supplemental cash flows information Non-cash transactions Receipt of properties foreclosed from debtors in settlement 2,060,122 5,490,200 2,060,122 5,490,200 of loans and receivables Receipt of promissory note in settlement of NPAs sale 2,204,446,513 5,808,805,175 2,178,451,627 4,925,331,609 and loans and receivables The accompanying notes are an integral part of the financial statements.

15 TMB Bank Public Company Limited and its subsidiaries Table of contents for notes to interim financial statements For the three-month and six-month periods ended 30 June 2010 Note Content Page 1. General information Basis of preparation of financial statements Adoption of new accounting standards Significant accounting policies Significant accounting judgments and estimates Sale of non-performing assets Thai Asset Management Corporation ( TAMC ) Phayathai Asset Management Company Limited Interbank and money market items (assets) Investments Investments in subsidiaries and associated companies Loans and accrued interest receivables Classified assets Allowance for doubtful debts Revaluation allowance for debt restructuring Properties foreclosed Premises and equipment Other intangible assets Other assets Deposits Interbank and money market items (liabilities) Borrowings Provisions for obligation on transfers of non-performing assets Provisions for other liabilities Other liabilities Capital shares Warrants Share-based payments Revaluation surplus on assets Statutory reserve Capital funds Income tax Earnings per share Commitments and contingencies Related party transactions Provident fund The financial position and results of operations classified by domestic and overseas business Financial instruments Reclassification Approval of interim financial statements...103

16 TMB Bank Public Company Limited and its subsidiaries Notes to interim financial statements For the three-month and six-month periods ended 30 June General information TMB Bank Public Company Limited, ( the Bank ), is a public company incorporated and domiciled in Thailand. The Bank operates banking businesses. The Bank s head office is located at No. 3000, Phaholyothin Road, Chomphon Sub-district, Chatuchak District, Bangkok. As at 30 June 2010, the Bank had altogether 454 branches, including the Head Office, in all regions throughout Thailand and 3 overseas branches (31 December 2009: 483 branches in Thailand and 3 overseas branches). All subsidiaries were incorporated as limited companies under Thai laws and operate in Thailand, with their core businesses being provisions of asset management and fund management services. 2. Basis of preparation of financial statements 2.1 Basis of preparation of interim financial statements These interim financial statements have been prepared in accordance with Thai Accounting Standards No. 34 (revised 2007) Interim Financial Reporting, whereby the Bank chooses to present the interim financial statements in the full format in which the annual financial statements are presented. These financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession Act B.E. 2547, except that International Financial Reporting Standard (IFRS) No. 2 regarding Share-based payment has been adopted since no such relevant Thai Accounting Standard has yet been issued and the presentation of the financial statements has been made in compliance with the Notification of the Bank of Thailand ( BOT ) regarding Preparation and Announcement of Financial Statements of Commercial Banks and Parent Companies of Financial Holding Groups, dated 3 August 2008, and relevant notifications of the Securities and Exchange Commission ( SEC ). The financial statements have been prepared on a historical cost basis except where otherwise disclosed in Note 4 to the financial statements regarding significant accounting policies. The financial statements in Thai language are the official statutory financial statements of the Bank. The financial statements in English language have been translated from such statutory financial statements in Thai language. 1

17 2.2 Basis of consolidation (a) The consolidated financial statements include the financial statements of TMB Bank Public Company Limited and the following subsidiaries: Type of business Percentage of shares held by the Bank as at June December Assets included as a percentage to the consolidated totals as at Revenue included as a percentage to the consolidated totals for the six-month 30 June 31 December periods ended 30 June Phayathai Asset Management Co., Ltd. Designee for ETA Contract Ltd. TMB Asset Management Co., Ltd. Asset management business Financial support business Fund management business (b) The consolidated financial statements of the Bank and its subsidiaries as at 30 June 2010 and 31 December 2009 exclude investments in Siam Resort Fund, which is the Type 4 property fund in which the Bank holds more than 50% of the issued investment units, as the Bank does not have any control over the financial and operating policies of this fund. (c) Subsidiaries financial statements are fully consolidated as from the date of acquisition, being the date on which the Bank obtains control, and continue to be consolidated until the date when such control ceases. (d) (e) (f) The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent significant accounting policies. Material balances and transactions between the Bank and its subsidiaries have been eliminated from the consolidated financial statements. The investments in subsidiaries as recorded in the Bank s books of accounts have been eliminated against shareholders equity of the subsidiaries. Minority interests represent the portion of net income or loss and net assets of the subsidiaries that are not held by the Bank and are presented separately in the consolidated statements of income and within equity in the consolidated balance sheets. 2

18 2.3 Separate financial statements The separate financial statements, which present investments in subsidiaries and associated companies under the cost method, have been prepared solely for the benefit of the public. 3. Adoption of new accounting standards During the current period, the Federation of Accounting Professions issued a number of revised and new accounting standards as listed below. These standards are not effective for the current year, except Framework for the Preparation and Presentation of Financial Statements, which is immediately effective. Effective date Framework for the Preparation and Presentation of Financial Immediate Statements (revised 2009) TAS 1 (revised 2009) Presentation of Financial Statements 1 January 2011 TAS 2 (revised 2009) Inventories 1 January 2011 TAS 7 (revised 2009) Statement of Cash Flows 1 January 2011 TAS 8 (revised 2009) Accounting Policies, Changes in 1 January 2011 Accounting Estimates and Errors TAS 10 (revised 2009) Events after the Reporting Period 1 January 2011 TAS 11 (revised 2009) Construction Contracts 1 January 2011 TAS 12 Income Taxes 1 January 2013 TAS 17 (revised 2009) Leases 1 January 2011 TAS 20 (revised 2009) Accounting for Government Grants and 1 January 2013 Disclosure of Government Assistance TAS 23 (revised 2009) Borrowing Costs 1 January 2011 TAS 24 (revised 2009) Related Party Disclosures 1 January 2011 TAS 27 (revised 2009) Consolidated and Separate Financial 1 January 2011 Statements TAS 28 (revised 2009) Investments in Associates 1 January 2011 TAS 29 Financial Reporting in Hyperinflationary 1 January 2011 Economies TAS 31 (revised 2009) Interests in Joint Ventures 1 January 2011 TAS 33 (revised 2009) Earnings per Share 1 January 2011 TAS 34 (revised 2009) Interim Financial Reporting 1 January 2011 TAS 36 (revised 2009) Impairment of Assets 1 January 2011 TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets 1 January

19 Effective date TAS 38 (revised 2009) Intangible Assets 1 January 2011 TAS 40 (revised 2009) Investment Property 1 January 2011 TFRS 5 (revised 2009) Non-current Assets Held for Sale and 1 January 2011 Discontinued Operations TFRS 6 Exploration for and Evaluation of Mineral Resources 1 January 2011 The management of the Bank and its subsidiaries has assessed that TAS 2 (revised 2009), TAS 11 (revised 2009), TAS 20 (revised 2009), TAS 29, TAS 31 (revised 2009) and TFRS 6 are not relevant to the business of the Bank and its subsidiaries while the other accounting standards and financial reporting standards will not have any significant impact on the financial statements for the year in which they are initially applied. This excludes TAS 12 for which the management of the Bank and its subsidiaries is still evaluating the first-year impact to the financial statements, and has yet to reach a conclusion. Adoption of IFRS 2: Share-based payment During the current period, the Bank adopted IFRS 2: Share-based payment, since there is no such relevant Thai accounting standard. As a result of the adoption of IFRS 2, the Bank reported an increase in net income in the consolidated and separate statements of income for the three month and six month periods ended 30 June 2010 by Baht 22 million. 4. Significant accounting policies 4.1 Revenue recognition Interest and dividend income The Bank and its subsidiaries recognise interest and discount received on loans as revenue on an accrual basis. In accordance with the Bank of Thailand s regulation, interest in arrears for more than three months, regardless of whether the loans are covered by collateral, is not accrued but is instead recognised as revenue on a cash basis. The Bank reverses accrued interest income on loans which interest has been recognised as revenue in arrears for more than three months, and loans classified as doubtful and doubtful of loss in accordance with the Bank of Thailand s regulations. 4

20 Interest income on restructured loans is recognised as revenue on an accrual basis, with reference to the interest rate stipulated in the agreements, with the exception of interest on loans that are subject to monitoring for compliance with restructuring conditions, which the Bank recognises as revenue on a cash basis until the debtor is able to comply with the restructuring conditions for a period of no less than three months or three instalments, whichever is longer. Interest on investment in debt securities is recognised as revenue in the statement of income based on the effective yield rates over the holding periods. Dividend is recognised as revenue in the statement of income on the date that the Bank s and its subsidiaries right to receive dividends is established. Fees and service income Fees and service income are recognised as revenue when services are rendered. 4.2 Recognition of interest expense Interest expense on deposits and borrowings are recognised in the statement of income on an accrual basis based on the effective interest rate method over the term of contracts. 4.3 Cash and cash equivalents Cash and cash equivalents include cash on hand and cash in the process of collection. 4.4 Securities purchased under resale agreements/securities sold under repurchase agreements The Bank enters into agreements to purchase securities or to sell securities that include agreements to sell or purchase the securities back at certain dates in the future at fixed prices. Amounts paid for securities purchased subject to a resale commitment are presented as assets under the caption of Interbank and money market items - assets or Loans, depending upon the type of its counterparty, in the balance sheets, and the underlying securities are treated as collateral to such receivables. Securities sold subject to repurchase commitments are presented as liabilities under the caption of Interbank and money market items - liabilities or Borrowings, depending upon the type of its counterparty, in the balance sheets, at the amounts received from the sale of those securities, and the underlying securities are treated as collateral. The difference between the purchase and sale considerations is recognised as interest income or expenses, as the case may be, over the transaction periods. 5

21 4.5 Investments The Bank and its subsidiaries classify their investments in debt securities and marketable equity securities as trading securities, available-for-sale securities or heldto-maturity debt securities, and classify their investments in non-marketable equity securities as general investments or investments in subsidiaries or associated companies. Investments in subsidiaries and associated companies Investments in subsidiaries and associated companies in the Bank s separate financial statements are accounted for using the cost method (cost net of allowance for impairment on investments in subsidiaries and associated companies). Losses on impairment are charged to the statements of income. Investments in associated companies in the consolidated financial statements are accounted for using the equity method. Investments are initially recorded at the acquisition cost and are adjusted to reflect the attributable share of profits or losses from the operations of the associated companies, in proportion to the investments and reduced by dividend income. If the Bank receives shares as a result of debt restructuring of a borrower, which causes the Bank to hold more than 50 percent or 20 percent of the paid-up share capital of such company, the Bank will not treat that investee company as a subsidiary or an associated company, respectively, since the Bank intends to hold such investment temporarily. Such investments are classified as general investments and stated at cost less allowance for impairment (if any). The Bank does not treat investments in any mutual funds in which it holds more than 50% of equity as investments in subsidiaries because the Bank does not have control over the financial and operating policies of these funds, which are independently managed by the fund managers in accordance with the details stipulated in the mutual fund prospectus and under the supervision of the Office of Securities and Exchange Commission. Such investments are classified as general investments and stated at cost less allowance for impairment (if any). 6

22 Investments in debt and equity securities Debt securities and marketable equity securities held for trading are classified as trading securities and are stated at fair value, with any resultant gain or loss from revaluation recognised in the statements of income. Debt securities, including rights to receive non-negotiable promissory notes avaled by the Financial Institution Development Fund ( FIDF ) on the transfer of non-performing assets to Thai Asset Management Corporation ( TAMC ), that the Bank and its subsidiaries intend and are able to hold to maturity are stated at amortised cost less allowance for impairment (if any). The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the remaining period to maturity, counting from acquisition date or investment date. Debt securities and marketable equity securities, other than those held for trading or held to maturity, are classified as available-for-sale securities and are stated at fair value, with any resultant gain or loss from revaluation being recognised directly in shareholders equity. The exceptions are impairment losses and gains or losses from investment reclassification, which are recognised in the statements of income. Non-marketable equity securities are classified as general investments and are stated at cost less allowance for impairment. Fair value of securities The fair value of marketable equity securities held for trading and as available-for-sale is determined at the last bid price quoted on the last working day of the period. Fair value of unit trust is determined using the net asset value announced on the balance sheet dates. The fair value of investments in government sector debt securities is determined, using the Thai Bond Market Association ( TBMA ) s yield curve. The fair value of investments in debt securities issued locally is determined based on market value appraised by the reliable institutions, their respective yields, or the TBMA s yield curve adjusted by appropriate risk factors. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount, together with the associated cumulative gain or loss that was reported in shareholders equity, is recognised in the statement of income. If the Bank and its subsidiaries dispose of part of their holding in a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment. 7

23 4.6 Loans Loans (except overdrafts) are shown exclusive of accrued interest receivables. Unearned discounts received in advance on loans are shown as deductions from the loans. Investments in receivables are investments in receivables of Phayathai Asset Management Company Limited (the Bank s subsidiary), which are shown at cost, net of allowance for impairment and revaluation allowance for debt restructuring. The subsidiary s accounting policies comply with the Bank of Thailand s regulations. These procedures require that only investments in those receivables that have been restructured must be recorded as loans and accrued interest receivables at fair value as at the transfer date, to the extent that this does not exceed their book value. The fair value shall be based on the present value of the future collections according to the restructuring agreements and discounted by the discount rate that results in the present value of the future collections being equal to the book value of the investments in receivables. Differences between the net book value and the fair value at the transfer date are shown as a loss on debt restructuring in the statements of income. 4.7 Allowance for doubtful debts Allowance for doubtful debts is determined based on the BOT s criteria and regulations. The Bank and its subsidiaries provide allowance for doubtful debts based specifically on the nature of loans and relevant factors such as debtor s payment ability, collateral, historical loss, estimated loss, debtor s credit risk, and experience of management. For loans classified as Pass and Special mention, the Bank provides allowance for doubtful debts based on the nature of loans and relevant factors such as historical loss, debtor s credit risk, and experience of management. The allowance for doubtful debts on performing loans includes an allowance determined at the minimum percentage required by the BOT and an allowance in excess of such minimum regulatory requirement, which is set aside for losses incurred but not yet reported. 8