BT CAPITAL PARTNERS SA. Individual financial statement on December 31 st, 2016

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1 Translated from Romanian BT CAPITAL PARTNERS SA Individual financial statement on December 31 st, 2016 Prepared according to the Rule no. 39/2015 for approval of Accounting Regulations compliant with the International Financial Reporting Standards applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority from the - Financial instruments and investments sector

2 CONTENTS Independent auditor s report Statement of the profit and loss account and of other elements of comprehensive income 3 Statement of financial position 4 Statement of changes in equity 5-6 Statement of cash flows 7 Notes to the financial statements 8-51

3 Logo PWC INDEPENDENT AUDITOR S REPORT TO THE SHAREHOLDERS OF BT CAPITAL PARTNERS S.A. Our opinion In our opinion, the financial statements present, in all material respects, the financial position of BT Capital Partners S.A. (the Company ) as of December 31 st, 2016, as well as its financial performance and cash flows for the financial year concluded on said date, in accordance with the International Financial Reporting Standards, as adopted by the European Union ( IFRS ) and with the Rule of the Financial Supervisory Authority ( FSA ) no. 39/2015 approving the Accounting Regulations compliant with International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as further amended (FSA Norm no. 39/2015 ). Audited financial statement The financial statements of the Company, numbered from page 1 to page 51 comprise of: The statement of financial positions as of December 31 st, 2016; The statement of comprehensive income for the financial year concluded on said date; The statement of changes in equity for the financial year concluded on said date; The statement of cash flows the financial year concluded on said date; Notes to the financial statements, including a summary of significant accounting policies and additional explanatory information. Basis of our opinion Our audit was carried out in accordance with the International Standards on Auditing. Our responsibilities based on such standards are described in detail in the section Auditor s responsibilities in an audit of financial statements of our report. We believe that the audit evidence that we got is sufficient and adequate to set up the basis of our audit opinion.

4 Logo PWC Independence We are independent from the Company in accordance with the Code of Ethics of Professional Accountants (the IESBA Code ) issued by the Ethics Standards Board for Accountants corroborated with the ethics requirements relevant for the auditing of financial statements in Romania and we have met our remaining professional ethics responsibilities in accordance with such requirements and with the IESBA Code. Other information The management is responsible for the preparation and fair presentation of the Management Report in accordance with the FSA Rule no. 39/2015, items 8-13, without leading to material misstatements and for such internal control as management determines is necessary to enable the preparation of a Management report free of material misstatements, whether due to fraud or error. The Management Report is presented from page 1 to 10 and is not part of the financial statements. Our opinion of the financial statements does not cover the Management Report. With respect to the audit of financial statements for the financial year concluded on December 31 st, 2016, our responsibility is to read the Management Report and, in doing so, to assess whether there are significant inconsistencies between the Management Report and the financial statements, whether the Management Report includes, in all significant respect, the information requested by the FSA Rule no. 39/2015, items 8-13 and whether, based on our knowledge and understanding acquired during the audit of financial statements of the Company and its environment, the information included in the Management Report contain significant misstatements. We are required to report such aspects. Based on the activity carried out, we report as follows: a) We did not identify in the Management Report any inconsistent information, in all significant aspects, with the information presented in the enclosed financial statements; and b) The Management Report, identified above, includes, in all significant aspects, the information requested by the FSA Rule no. 39/2015, items Moreover, based on our knowledge and understanding acquired during the audit of financial statements for the financial year concluded on December 31 st, 2016 of the Company and its environment, we did not identify any information containing significant misstatements in the Management Report. Page 2 of 4

5 Logo PWC Management's responsibility for the financial statements The Company Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS and with the FSA Rule no. 39/2015 and for such internal controls as management determines are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Upon drawing-up the financial statements, the Management is in charge of assessing the Company s ability to continue its activity based on the going concern principle, presenting aspects linked to the activity continuity and to the adequacy of using the going concern principle, as the case may be, but only when the management does not intend to liquidate the company or to cease its operations or when it has no other realistic option. Auditor s responsibility in the audit of financial statements Our objectives are to get reasonable assurance concerning the extent to which the financial statements, as a whole do not contain material misstatements, caused either by fraud or by error and to issue an auditor s report containing our opinion. The reasonable assurance has a high level of certainty but it does not guarantee that an ISA compliant audit will always detect a significant distortion, if any. Distortions may be caused either by fraud or by error and they are considered material if one may reasonably forecast that either separately or jointly these distortions will influence the users business decisions made based on these financial statements. As part of an ISA-compliant audit, we rely on professional reasoning and maintain our professional scepticism throughout the audit. Moreover: We identify and assess the material misstatement risks faced by the financial statements either as a consequence of fraud or of error, we design and carry out audit procedures in response to such risks and we get sufficient, adequate audit evidence to provide a basis for our opinion. The risk to miss a significant distortion caused by fraud is higher than that of not detecting a significant distortion caused by error since fraud implies secret understandings, forgery, intended omissions, false statements and the avoidance of internal control; We understand that the internal control is relevant for an audit in order to design audit procedures which are in line with the circumstances but without the purpose of expressing any opinion on the efficiency of the company s internal check-up; We assess the degree of adequacy of the accounting policies used and the reasonable character of accounting estimates and of the related presentations carried out by the Management; We draw-up a conclusion about how adequately the management uses the accounting based on the continuity of activity and we determine, based on the audit evidence that we obtained, whether there is any significant uncertainty with regard to events or conditions which could shed significant doubt about the company s ability to continue its activity. If we conclude that there is significant uncertainty in the audit report we must draw attention to the Page 3 of 4

6 Logo PWC relevant presentations from the financial statements or, if such presentations are inadequate, we must change our opinion. Our conclusions are based on the audit evidence that we got until the date of the audit report. Nevertheless, future events or conditions may determine the Company to stop carrying out its activity based on the going concern principle. We assess the submission, structure and general content of the financial statements, including the corresponding descriptions and the extent to which the transactions and events laying the grounds for the financial statements are accurately presented. Among other aspects, we communicate to the persons with governance duties the planned area and the timeframe of the audit as well as the main findings of the audit, including any deficiencies of the internal check-up which we identify during the audit. Paul Facer illegible signature Statutory auditor registered at the Chamber of Financial Auditors of Romania with no. 3371/February 17 th, 2010 On behalf of illegible text PricewaterhouseCoopers Audit SRL Audit company registered at the Chamber of Financial Auditors of Romania with no. 6/June 25 th, 2001 Bucharest, April 28 th, 2017 Page 4 of 4

8 Financial statements for the financial year concluded on December 31 st, 2016 Statement of the profit and loss account and of other elements of comprehensive income (in RON) Note Net commission income 6 2,886,000 2,808,736 Consulting income (investment banking) 7 3,656,787 1,542,334 Gross income from interests 8 3,143,727 3,154,935 Gross expenses with interests 8-942,329-1,150,039 Administrative expenses 9-8,518,751-6,744,093 Other operational income , ,551 Net earnings/loss from trading ,086 72,052 Net earnings from foreign exchange 12-4,409 18,701 Net expenses with depreciation of adjustments , ,700 for assets and other liabilities Profit before tax 377, ,877 (Expense)/Revenue from income tax - - Profit for the financial year 377, ,877 Other elements of the comprehensive income Statement of the comprehensive income corresponding to the financial year , ,877 DIRECTOR, Nicolae Moroianu Signature illegible signature Unit stamp PREPARED BY, Mihai Milchiș Signature illegible signature The notes comprised in pages 8-51 shall comprise an integral part of these individual financial statements Page 3 of 51

9 Financial statements for the financial year concluded on December 31 st, 2016 Statement of financial position (in RON) Note Tangible assets , , ,481 Intangible assets 15 8,022,279 1,121,915 1,251,609 Capital investments ,398 17,398 58,311 Participations Guarantee funds , ,796 1,392,825 Total non-current assets 9,245,135 2,482,368 3,669,226 Cash and cash equivalents 18 41,375,552 16,561,408 27,571,983 Financial assets held for 19-3,525,707 - trading Margin loans 20 10,781,396 58,966,552 10,326,635 Other financial assets 20 5,348, ,636 2,589,150 Non-financial assets ,036 82,137 15,954 Total current assets 57,622,486 79,955,440 40,503,722 Total assets 66,867,621 82,437,808 44,172,948 Loans from banks 22 5,475,585 50,434,917 8,865,075 Financial liabilities 23 3,349, ,287 5,582,298 Advances received from 24 40,876,090 14,834,087 23,128,928 clients Non-financial liabilities , , ,263 Total short-term 50,299,780 66,247,400 38,536,564 liabilities Total liabilities 50,299,780 66,247,400 38,536,564 Share capital 26 15,425,605 22,470,447 12,470,447 Legal reserves , , ,533 Other reserves , , ,643 Reported reserves 781,395-6,622,009-7,152,239 Total equities 16,567,841 16,190,408 5,636,384 Total debts and capitals 66,867,621 82,437,808 44,172,948 DIRECTOR, Nicolae Moroianu Signature illegible signature Unit stamp PREPARED BY, Mihai Milchiș Signature illegible signature The notes comprised in pages 8-51 shall comprise an integral part of these individual financial statements Page 4 of 51

10 Financial statements for the financial year concluded on December 31 st, 2016 Statement of changes in equity 2016 (in RON) Share capital Legal Other Result carried forward Total capitals reserve reserves Balance at the beginning of the year 22,470, , ,643-6,622,009 16,190,408 Statement of the comprehensive income corresponding to the financial year Profit of the financial year , ,433 Statement of other elements of the comprehensive income Reduction of share capital with reported losses -7,044, ,044,842 - Profit distribution - 18, ,871 - Balance at the end of the year 15,425, , , ,395 16,567,841 The notes comprised in pages 8-51 shall comprise an integral part of these individual financial statements Page 5 of 51

11 Financial statements for the financial year concluded on December 31 st, 2016 Statement of changes in equity 2015 (in RON) Share capital Legal Other Result carried forward Total capitals reserve reserves Balance at the beginning of the year 12,470, , ,643-7,152,239 5,636,384 Statement of the comprehensive income corresponding to the financial year Profit of the financial year , ,877 Statement of other elements of the comprehensive income Cash increase of share capital 10,000, ,000,000 Reduction of share capital with reported losses - 23, ,794 - Profit distribution ,147 78,147 Balance at the end of the year 22,470, , ,643-6,622,009 16,190,408 The notes comprised in pages 8-51 shall comprise an integral part of these individual financial statements Page 6 of 51

12 Financial statements for the financial year concluded on December 31 st, 2016 Statement of cash flows (in RON) Operating activities Net profit 377, ,877 Depreciation of tangible and intangible assets 457, ,811 Other nonmonetary adjustments -2,370,169-2,082,568 Operating cash flow before changes in equity -1,535,623-1,257,880 Increase/decrease in margin loans 48,185,156-48,532,521 Increase/decrease in financial assets -4,528,866 1,769,514 Increase/decrease in non-financial assets -34,898-66,183 Increase/decrease in advances from clients 26,042,002-4,976,011 Increase/decrease in other non-financial liabilities 226,094 8,294,841 Increase/decrease in other financial liabilities 2,743, ,153 Proceeds from interests 3,082,896 3,061,177 Cash from operating activities 74,180,377-58,884,898 Net cash from operating activities 74,180,377-58,884,898 Investment activities 0 Acquisitions of tangible and intangible assets -7,254, ,895 Sales of tangible and intangible assets 59,515 99,378 Acquisitions of financial assets 35,084 1,030,692 Acquisitions of financial investments 306,943 84,461 Sales of financial investments 3,388,851-3,538,116 Net cash used in investment activities -3,464,571-2,545,480 Financing activities 0 Interests paid -942,329-1,150,039 Proceeds from the increase of share capital 0 10,000,000 Proceeds from loans 183,260,800 71,412,708 Loan repayments -228,220,132-29,842,866 Net cash from financing activities -45,901,661 50,419,803 Increase of cash and cash equivalents 24,814,144-11,010,575 Cash and cash equivalent at the beginning of the 16,561,408 27,571,983 period Cash and cash equivalent at the end of the period 41,375,552 16,561,408 *Cash and cash equivalents also include cash and cash equivalents (Note 18) and the advances from clients in the Company s bank accounts (Note 24). DIRECTOR, Nicolae Moroianu Signature illegible signature Unit stamp PREPARED BY, Mihai Milchiș Signature illegible signature Page 7 of 51

To the Shareholder and Board of Directors of Kredaqro Non-Banking Credit Organization Limited Liability Company:

To the Shareholder and Board of Directors of Kredaqro Non-Banking Credit Organization Limited Liability Company: KREDAQRO NON-BANKING CREDIT ORGANIZATION LIMITED LIABILITY COMPANY The International Financial Reporting Standards Financial Statements and Independent Auditor s Report For the Year Ended December 31,