CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 DECEMBER

Transcription

1 PATRIA BANK GROUP CONSOLIDATED FINANCIAL STATEMENTS Prepared in accordance with International Financial Reporting Standards as adopted by the European Union

2 CONTENTS INDEPENDENT AUDITOR S REPORT Consolidated Statement of Profit or Loss and Other Comprehensive Income 1 Consolidated Statement of Financial Position 3 Consolidated Statement of Changes in Equity 4 Consolidated Statement of Cash Flows 6 Notes to the consolidated Financial Statements 8 1 REPORTING ENTITY 11 2 BASIS OF PREPARATION 13 3 SIGNIFICANT ACCOUNTING POLICIES 17 4 FINANCIAL RISK MANAGEMENT 50 5 USE OF ESTIMATES AND JUDGMENTS FAIR VALUE DISCLOSURES PRESENTATION OF FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORY NET INTEREST INCOME NET FEE AND COMMISSION INCOME GAIN / (LOSS) FROM FINANCIAL ACTIVITIES OTHER OPERATING INCOME NET IMPAIRMENT OF FINANCIAL ASSETS STAFF COSTS ADMINISTRATIVE AND OTHER OPERATING EXPENSES INCOME TAX EXPENSE 87

3 CONSOLIDATED FINANCIAL STATEMENTS 16. CASH AND CASH EQUIVALENTS DUE FROM OTHER BANKS FINANCIAL ASSETS AVAILABLE-FOR-SALE FINANCIAL ASSETS HELD FOR TRADING INVESTMENTS HELD TO MATURITY INVESTMENT IN ASSOCIATES BUSINESS COMBINATION LOANS AND ADVANCES TO CUSTOMERS INVESTMENT PROPERTY PROPERTY AND EQUIPMENT INTANGIBLE ASSETS (INCLUDING GOODWILL) OTHER FINANCIAL ASSETS OTHER ASSETS (NON-FINANCIAL) DUE TO OTHER BANKS DEPOSITS FROM CUSTOMERS LOANS FROM BANKS AND OTHER FINANCIAL INSTITUTIONS OTHER FINANCIAL LIABILITIES OTHER LIABILITIES SUBORDINATED DEBT SHARE CAPITAL RESERVES RELATED PARTY TRANSACTIONS COMMITMENTS AND CONTINGENCIES SUBSEQUENT EVENTS 144

4 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Thousands RON 31 December December 2015 Interest income 8 182,809 70,576 Interest expense 8 (34,185) (20,631) Net interest income 148,624 49,945 Net impairment of financial assets 12 (64,369) (6,812) Net interest income after provision for loan impairment 84,255 43,133 Fee and commission income 9 24,333 7,704 Fee and commission expense 9 (5,710) (3,632) Net fee and commission income 18,623 4,072 Gains /(losses) from financial assets held for trading 10 7,486 - Gains /(losses) from financial derivatives 10 (5,690) (2,004) Gains /(losses) from disposals of investment securities available for sale 10 17,230 2,867 Foreign exchange translation gains /(losses) 10,651 5,730 Provisions for credit commitments and financial guarantees (1,542) (113) Other operating income 11 7,423 3,180 Staff costs 13 (90,846) (37,159) Depreciation and amortization (13,971) (4,474) Administrative and other operating expenses 14 (76,382) (30,643) Loss before income tax (42,763) (15,411) (Expense)/Income from deferred tax 15 (1,616) 5,696 (Expense) /Income with current income tax 15 (771) - Loss for the year (45,150) (9,715) Attributable loss To equity holders of the parent (36,422) - To non-controlling interests (8,728) - Loss of the financial year (45,150) - 4 of 145

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7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 31 December 2016 Thousands RON Note Share capital Revaluation reserves AFS securities Revaluation reserve Premises & Land Legal Reserves Reserved Banking Risks Other reserves Accumulated loss Total equity attributable to the entity that controls Noncontrolling interests Total Equity Balance at 31 December ,351 7,487 22,314 23,503 11,683 30,291 (141,356) 222, ,273 Net loss for the year (36,422) (36,422) (8,728) (45,150) Comprehensive income, net of tax: Reserve decrease from revaluation of financial assets held for sale 36 - (10,421) (10,421) (1,409) (11,830) Comprehensive income statement of financial year, - (10,421) (36,422) (46,843) (10,137) (56,980) net of tax Dividend income Transfers between equity - - (941) components Share capital decrease 35 (105,709) , Share capital increase from debt 36, ,576-36, conversion Other modification in share equity Business combination 72,421 72,421 Balance at 31 December ,218 (2,934) 21,373 23,503 11,683 30,291 (70,628) 212,506 62, ,005 taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of 7 of 145

8 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 31 December 2015 Thousands RON Note Share capital Revaluation reserves AFS securities Revaluation reserve Premises & Land Legal Reserves Reserved Banking Risks Other reserves Accumulated loss Total Equity Balance at 31 December ,351 6,162 21,251 23,503 11,683 30,291 (131,641) 229,600 Net loss for the year (9,715) (9,715) Comprehensive income, net of tax: Reserve increase from fair value modification of financial assets held for sale 36-1, ,325 Reserve increase from revaluation of tangible assets , ,063 Comprehensive income statement of financial year, net of tax - 1,325 1, (9,715) (7,327) Balance at 31 December ,351 7,487 22,314 23,503 11,683 30,291 (141,356) 222,273 taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of 8 of 145

9 CONSOLIDATED STATEMENT OF CHANGES IN CASH FLOWS Thousands RON Note 31 December December 2015 Cash flows from operating activities Interest received 8 188,652 89,572 Interest paid 8 (39,820) (20,205) Fees and commissions received 9 24,635 7,704 Fees and commissions paid 9 (5,737) (3,620) (Loss)/gain from financial derivatives 10 (1,127) 1,672 Net trading and other income 10,11 33,008 1,197 Recoveries on loans previously written off 12 29,107 8,096 Cash payments to employees 13,14,27 (84,149) (38,312) Cash payments to suppliers 13,14,27 (79,848) (27,790) Current income tax expense 15 (753) - Net cash-flow from operating activities before changes in operating assets and liabilities 63,969 18,314 Changes of operating assets (Increase)/Decrease of: - due from other banks 17 (4,767) (1,961) - financial assets held for trading 20 (7,139) - - loans and advances to customers 23 35,717 (5,303) - other financial assets 27 36,683 2,495 Total changes of operating assets 60,494 (4,769) Changes of operating liabilities (Increase)/Decrease of: - due to other banks 29 26,824 (40,484) - deposits from customers 30 (358,339) 170,273 - financial liabilities to unit fund owners other financial liabilities 32 6,672 3,205 Total changes of operating liabilities (324,843) 132,994 Net cash flow used in operating activities (200,381) 146,539 Cash flows from investing activities Acquisition of investment securities available for sale 18 (2,297,048) (437,316) Sale of investment securities available for sale 18 2,567, ,258 Investment securities held to maturity 1,595 Acquisition of equity investment securities 18 8,000 (5,649) Dividend income received ,623 Acquisition of real estate investments 24 7,605 - Acquisition of tangible and intangible assets 25,26 (11,941) (2,028) 9 of 145

10 CONSOLIDATED STATEMENT OF CHANGES IN CASH FLOWS Thousands RON Note 31 December December 2015 Investments in subsidiaries, net of cash and balances with the Central Bank at the acquisition date 429,794 (10,383) Net cash used in investing activities 706, ,505 Cash flows from financing activities Drawdowns from loans from other financial 31 institutions 28,712 28,272 Repayments of loans from other financial institutions 31 (85,680) (159,225) Distribution of dividends and capital reduction to former shareholders - (99,351) Proceeds from subordinated debt 34 19,754 - Purchase of own shares 35 14,057 - Net cash used in financing activities (23,157) (230,304) Effect of exchange rate changes on cash and cash equivalents (254) 760 Net increase/(decrease) in cash and cash equivalents 482,812 26,500 Cash and cash equivalents at 1st of January , ,034 Cash and cash equivalents at 31st of December 705, , of 145

11 1 REPORTING ENTITY At December 31th 2016 The Group Patria Bank ( The Group ) includes Patria Bank S.A. (former Nextebank SA Patria Bank, ( The Bank / PBK )), Patria Credit IFN SA ( IFN ), SAI Patria Asset Management SA (former SAI Intercapital Investment Management SA), Banca Comerciala Carpatica SA ( BCC ) and its subsidiaries incorporated in Romania: Imobiliar Invest SRL and SAI Carpatica Asset Management SA (together with managed investment funds: FDI Carpatica Stock, FDI Carpatica Global si FDI Carpatica Obligatiuni). Patria Bank SA is the Parent of the Group. At December 31 th 2015 The Group Patria Bank included only Patria Bank S.A. (former Nextebank SA PBK ) and Patria Credit IFN SA ( IFN ). The Structure of the Patria Bank Group is the following: Patria Bank S.A. Parent is a Romanian credit institution established in 1993 under the name of Banca Romexterra and it operates in the banking industry in accordance with the norms and regulations issued by the National Bank of Romania. In September 2006, MKB Bank Zrt. (Hungary) (or MKB Bank ) acquired the majority package of 55.36% of the Bank s share capital. From 2007 to 2014 MKB Bank Zrt. increased its shareholding in Nextebank SA so that as of 29 April 2014 it held 98.41% of the Bank s share capital. On the 30 April 2014, EEAF Financial Services B.V. became the new majority shareholder of Patria Bank by acquiring the shares owned by MKB Bank Zrt. As of 31 December 2016 and 31 December 2015 the Bank is ultimately controlled by Emerging Europe Accession Fund Cooperatief U.A. ( EEAF ) 100% owner of EEAF Financial Services B.V.. The main investors in EEAF are EBRD - European Bank for Reconstruction and Development, EIF - European Investment Fund (part of the European Investment Bank group), DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbh, Black Sea Trade and Development Bank. The main shareholders had the same structure at 31 December These four institutions held joint control over the Emerging Europe Accession Fund Cooperatief U.A.. The Group provides banking services and other financial services to SMEs, microenterprises and individual clients. These services include: deposit accounts, domestic and international payments, foreign exchange transactions, working capital loans, medium term lending, bank guarantees, letters of credit. Patria Credit IFN SA Subsidiary - is registered in Romania as of February 12, 2004 and is authorized by the National Bank of Romania ("NBR") to carry out lending activities. Starting with September 28, 2007, IFN is registered with the General Register of the NBR's Non-banking Financial Institutions ("IFN"), and as of February 26, 2008 Patria Credit IFN was also registered with the NBR Special Register. 11 of 145

12 Starting February 2016, Patria Credit IFN was de-registered from the Special Register of Non-Banking Financial Institutions in accordance with the NBR address 428/2 / , as a result of the decrease of the specific indicators of the registration in the Special Register.The Company is currently listed in the General Register. SAI Patria Asset Management SA Subsidiary - (former S.A.I. Intercapital Investment Management SA) is an investment management company licensed as a Romanian investment management company by the Financial Supervisory Authority(FSA). Banca Comerciala Carpatica SA Subsidiary - started its activity as private bank in 1999 in Sibiu. Banca Comerciala Carpatica SA carries out its activity through the central office in Bucharest and the operational offices in Sibiu and Targu Mures and has 79 agencies (56 branches and 57 agencies as of 31 December 2015). BCC provides the whole range of banking services for individuals and legal entities, including deposits, cash management, lending and foreign exchange operations. It provides traditional banking services and products, including payment orders, documentary transactions and issuance of letters of credit and guarantees. BCC carries out its activity in Romania. SAI Carpatica Asset Management SA Subsidiary of BCC - with headquarters in Sibiu, G-ral Vasile Milea Street, no 1, having the main activity of managing open-end investment funds. Banca Comerciala Carpatica holds a 99.99% stake in the share capital and voting rights of SAI Carpatica Asset Management SA. The funds are consolidated, and the BCC s shareholdings of these funds is as follows: - FDI Carpatica Stock % - FDI Carpatica Global % - FDI Carpatica Obligatiuni % SC Imobiliar Invest SRL (Voluntary liquidation) Subsidiary of BCC - based in Sibiu, Autogarii street, no 1, having the main activity of buying and selling of own real estate. Banca Comerciala Carpatica holds 100% of the share capital and voting rights. Banca Comerciala Carpatica SA has decided an early dissolution of the subsidiary SC Imobiliar Invest SRL followed by voluntary liquidation of the company, in the next period. Considering the dissolution decision the Group has booked in its consolidated financial statements a provision for the net assets of Imobiliar Invest up to the level of the net value of shares held presented in the separate financial statements of the Bank. 12 of 145

13 SSIF Carpatica Invest SA (Dissolution) Subsidiary of BCC - SSIF Carpatica Invest S.A. with its headoffice in Sibiu, 5 Mihai Viteazu Street. SSIF Carpatica Invest S.A is a financial investment company, authorized, regulated and supervised by the Financial Supervisory Authority ( ASF ); the Group owns 95.68% of the shares (2015: 95.68%). The Financial Supervisory Authority has ruled to suspend the trading activity of SSIF Carpatica Invest SA, considering that the company is not compliant with the legal requirements regarding the level of own funds. Thus, the main shareholder, Banca Comerciala Carpatica SA, has decided to disolve the company. Considering the disolving decision and the insignificant impact of consolidating SSIF Carpatica Invest SA, the Group has decided to modify the scope of the consolidation by excluding SSIF Carpatica Invest SA for the 2016 statements. The Group has consolidated SSIF Carpatica Invest SA as at 31 December BASIS OF PREPARATION a) Statement of compliance In order to be compliant with the National Bank of Romania Order no 27/ , the financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS ). The accounts of the Group are maintained in RON in accordance with Romanian accounting law and National Bank of Romania s banking regulations. These accounts of the Group are defined hereafter as the statutory accounts. b) Basis of measurement These financial statements have been prepared under the historical cost convention, as modified by the initial recognition of financial instruments based on fair value, and by the revaluation of properties and equipment, available-for-sale financial assets, and financial instruments at fair value through profit or loss. The main accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented. The Group prepared these financial statements in accordance with NBR Order No. 27/2010 and The Accounting Law No. 82/1991 republished, with subsequent modifications. In the Group's financial statements, subsidiary undertakings (those entities in which the Group, directly or indirectly, has an interest of more than half of the voting rights or has the power to exercise control over their activity) will be consolidated. 13 of 145

14 c) Basis of Consolidation The consolidated financial statements comprise the financial statements of the Patria Bank SA and all its subsidiaries for the year ended 31 December 2016 and the comparative financial statements of the Patria Bank SA and all its subsidiaries for the year ended 31 December The subsidiary's financial statements were prepared for the same reporting period as of the Bank, using the same accounting policies. All balances between Group companies, transactions, income and expenses, losses and gains arising from transactions between Group companies are eliminated in full. Subsidiaries are fully consolidated from the date the control is transferred to the Group. Control is achieved when the Group has exposure or has rights to variable gains resulting from engagement as an investor and has the ability to influence gains by its power over the investment. The results of subsidiaries acquired or sold during the year are included in the consolidated profit or loss account from the acquisition date or until the date of sale, as the case may be. d) Going concern These financial statements have been prepared under the going concern which assumes that the Group will continue its activity in the foreseeable future. The Group's management believes that the Group will continue the normal operations in the future and, accordingly, the financial statements have been prepared on this basis. Patria Bank SA Parent - had a proper capital adequacy and liquidity position at the end of the 2016 year, as follows: - Liquidity Coverage Ratio is 103% compared to the regulatory limit of 70% (2015: 240%); - Regulatory Liquidity Indicator (NBR Regulation no 25/2011) is in compliance for all maturity buckets at 31 December 2016 and 31 December 2015; - Loans to Deposits ratio is 79.32% (2015: 65.54%); - Capital Adequacy Ratio is at the level of 21.32% as of 31 December 2016 (2015: 32.4%) higher than the market average and as well as limit established for TSCR by the National Bank of Romania for Patria Bank at the individual level of 10.37%. In 2016, PBK was focused on developing commercial activity, managing to disburse new loans in amount of RON 400 million on the four business lines: Retail, Micro, Agro and SME. Thus, one can see an improvement in the loans / deposits + 14%. It is a comfortable liquidity situation, even if 14 of 145

15 compared with the previous year recorded an overall reduction of strategic investments for the acquisition of 64.16% stake in Banca Comerciala Carpatica ("BCC"). The results of 2016 compared to the previous year shows an improvement in profitability: - Net interest income increased by RON 7,558 thousand, + 16%; - Net fee and commission income were improved by RON 813 thousand, + 30%; - Total net operating income increased by RON 16,580 thousand, + 30%. Patria Bank operating expenses recorded a growth rate of + 22%. Increased operating expenses is incurred from the Group s projects strategic costs and by the fact that during the year 2016 the business lines acquired from Patria Credit IFN in 2015 had generated costs all over the year, compared to 2015 when it has impacted the Profit or Loss statement only 8 months. Provision for impairment of loans and advances to customers showed an increase of RON 4,870 thousand largely generated by legislative or regulatory changes. Loss before tax was reduced by 11%, RON 1,475 thousand certifying the positive activity. Given that Patria Bank could not recognize a potential receivable from deferred taxes on unused tax losses of RON 73,292 thousand, corresponding to a total tax loss for the period 2010 to 2016, amounting to RON 504,200 thousand, the result after tax is RON (13,635) thousand, reflecting an increase in loss of RON (5,577) thousand compared to In 2015,PBK recognized a deferred tax asset of RON 5,371 thousand to offset the deferred tax liability arising from positive valuation reserves recognized in equity. Compared to 2016 budget, Patria Bank largely achieved objectives and work plan.the points where it has registered negative deviations are mainly represented by additional expenses with impairment of loans and advances to customers and operating expenses resulting from legislative changes (Deed in payment) occurred during the year, in these areas and additional costs above budget on the merger with Banca Comerciala Carpatica. The Parent of Patria Bank SA is the investment fund Emerging Europe Accession Fund Cooperatief U.A. (EEAF), which is the third private equity fund managed by Axxess Capital Partners and reunits as significant investors some important international financial institutions such as: EBRD - European Bank for Reconstruction and Development EIF - European Investment Fund part of European Investment Bank (EIB) BSTDB - Black Sea Trade and Development Bank DEG Developement Bank part of the group KFW 15 of 145

16 Banca Comerciala Carpatica: Due to the BCC's historical losses, the accumulated deficit as at 31 December 2016 is RON 153,000 thousand(2015: RON 110,000 thousand). BCC has recorded a loss of 44.9 mio RON as at 31 December As at 31 December 2016 the solvency ratio calculated according to the regulations of the National Bank of Romania is 14.21% (as at 31 December 2015, before the share capital increase at the beginning of 2016, the solvency ratio was 4.9%). BCC complies with the limit specifically imposed by the National Bank of Romania, based on regulations applicable to credit institutions in EU. On 18 June 2016 the Extraordinary General Shareholders Meeting ( EGSM ) approved the decrease of share capital in order to cover losses of RON 204,492 thousand, followed by an increase in share capital of RON 110,137 thousand. The Board was mandated to implement these decisions. In the share issuance process, the existing shareholders of BCC have subscribed shares in total amount of RON 11,471 thousand. Thus, in the absence of significant interest from existing shareholders of BCC, BCC s Board offered the newly issued shares, left unsubscribed, to investors outside the existing shareholders of the Group at that moment. During this process, Patria Bank SA (formerly known as Nextebank) subscribed 986,663,916 new BCC shares for a price of RON/share in a private placement, the total value of the subscribed and paid capital with the share premium being of RON 98,765 thousand. More details regarding the process of share issue which started at the end of 2015 and which was finalized at the beginning of 2016 can be found in Note 35. Thus, BCC has doubled its capital basis at the beginning of 2016, increase which was done by the new main shareholder Patria Bank SA, which now holds 64.16% of the share capital of Banca Comerciala Carpatica. In the second half of 2016, BCC has undergone a reorganization process of its activities as well as an optimization of the territorial network of branches and agencies, while reducing administrative costs at head office. Thus, BCC has achieved a reduction of operating costs by 15% in 2016 as compared to 2015, but considering that most optimization spending measures occurred in the last quarter of 2016, the Group considers it has made a reduction of operating expenses of 24% in the 4th trimester of 2016 as compared to the average quarterly operating expenses in On 1 st of May 2017 Patria Bank SA and Banca Comerciala Carpatica SA merged, the Bank resulted from the merger is named Patria Bank SA and the shares of the merged bank are listed on Bucharest Stock Exchange premium category. Patria Credit IFN: after the business transfer of the business lines (Micro and Agro) performed in 2015 year, IFN succeeded to generate a new loan portfolio of RON 43,486 thousands and the net result of Patria Credit IFN for 2016 year is RON 2,700 thousands profit. 16 of 145

17 SAI Patria Assets Management SA form the total assets reported at the end of 2016 year in amount of RON 1,123 thousands, 86% represent cash. e) Use of estimates and judgments The preparation of financial statements according to IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 3 SIGNIFICANT ACCOUNTING POLICIES In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognized in the financial statements are described in the Notes 5. Subsidiaries Subsidiaries are those investees that the Group controls because the Group (i) has power to direct relevant activities of the investees that significantly affect their returns, (ii) has exposure, or rights, to variable returns from its involvement with the investees, and (iii) has the ability to use its power over the investees to affect the amount of investor s returns. The existence and effect of substantive rights, including substantive potential voting rights, are considered when assessing whether the Group has power over another entity. For a right to be substantive, the holder must have practical ability to exercise that right when decisions about the direction of the relevant activities of the investee need to be made. Investments in subsidiaries are measured at cost less any impairment loss. The investments are tested for impairment whenever there are indicators that the carrying amount of an investment may not be recoverable. If the recoverable amount of an investment (the higher of its fair value less cost to sell and its value in use) is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The carrying amount of an investment is derecognized on disposal. The difference between the fair value of the sale proceeds and the disposed share of the carrying amount of the investment is 17 of 145

18 recognized in profit or loss as gain or loss on disposal. The same applies if the disposal result in a step down from subsidiary to joint venture or an associate measured at cost. In 2015, Patria Bank acquired Patria Credit IFN, acquisition performed in 2 steps: Business Transfer ( BTA ) in May 2015 and June 2015 and Shares Purchase ( SPA ) in October 2015, thus becoming its subsidiary and subject to consolidation for accounting and prudential purposes. Details of this transaction are presented in Note 22 Business Combination. In 2016, Patria Bank acquired 64.16% stake in Banca Comerciala Carpatica ("BCC"), a local bank in Romania listed on Bucharest Stock Exchange under the symbol "BCC". In April 2016, Patria Bank acquired 1,154,999 shares, representing 99, % of capital and voting rights at SAI Intercapital Investment Management SA, a corporation licensed as a Romanian investment management company by the National Financial Surveillance Authority (FSA). Associates Associates are entities over which the Group has significant influence (directly or indirectly), but not control, generally accompanying a shareholding of between 20 and 50 percent of the voting rights. Investments in associates are accounted and recognized at cost. Investment Funds management The Group manages and administers assets invested in unit funds on behalf of investors. The financial statements of these entities are included in the consolidated financial statements, as the Group has control over the investment funds. Classification of financial assets and liabilities The Group classifies its financial assets and liabilities in the following categories: Financial assets or financial liabilities at fair value through profit or loss. The financial assets or liabilities held for trading are recorded in the consolidated statement of financial position at fair value. Changes in the fair value are included in Net trading income. The interest and dividend income or costs are recorded in Net trading income according to the contractual terms or when the right to payment is established. This classification may include the government bonds, other bonds, shares and short positions in bonds and shares, including fund units, that were purchased for the purpose of sale or repurchase in the near future. 18 of 145

19 The financial assets or liabilities are included in the assets held for trading if those assets or liabilities are purchased in order to be traded in the short term (a period of maximum 6 months) and have the following characteristics: - the Group intends to obtain short-term benefits from the price movements; - they are free of encumbrances (are not subject to any guarantee, contract, etc.); - are assessed at fair value; - are actively managed/ administered; - there is an active market for them. Subsequent to the initial recognition, the financial assets and liabilities held for trading are measured at fair value. The favourable or unfavourable differences in the monthly measurement of the financial assets and liabilities held for trading, are recorded in designated accounts of gains or losses from revaluation and related transfer, as the case may be. The fixed and variable income financial instruments held for trading are derecognised upon sale using the weighted average cost method. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than: a. those that the Group intends to sell immediately or in the near term, those that the Group, upon initial recognition, designates as at fair value through profit and loss, b. those that the Group, upon initial recognition, designates as available for sale or c. those for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration. Loans and receivables comprise due from other banks and customers, net investments in finance lease, trade receivables and other receivables. The financial assets held-to-maturity are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group intends and is able to hold to maturity. The Group will not classify a financial asset as held-to-maturity if during the current financial year or the two previous financial years it sold or reclassified a significant number of the held-tomaturity financial assets before maturity. This prohibition is not applicable if that sale or reclassification is in one of the following situations: - it is so close to the maturity of the financial assets (for example less than three months before maturity) that the changes in the interest rate on the market could not have had a significant effect on the fair value of the financial asset; - it occurs after the value of the principal financial asset is substantially recovered by scheduled payments or prepayments; 19 of 145

20 - is attributed to a separate event, that is not repetitive, outside the control of the Group and which could not have been reasonably foreseen. On initial recognition, the assets held-to-maturity are measured at fair value comprising the purchase price and the transaction costs. Subsequent to initial recognition, the assets held-to-maturity are measured at amortised cost using the effective rate method less the impairment allowance. The amortised cost is calculated considering any discount or premium upon purchase and fees and costs that should be part of the effective interest rate. The amortization is included in "Interest income in the consolidated statement of profit or loss and other comprehensive income. Impairment allowances are recorded if impairment losses occur. The financial instruments held-to-maturity are derecognised by using the specific identification method (asset-by-asset). The gains or losses from derecognition of held-to-maturity financial assets are recorded in the consolidated statement of profit or loss and other comprehensive income under "Gains/ losses from held-to-maturity assets". Available-for-sale financial assets are those financial assets that the Group intends to keep for an indefinite period of time and which can be sold according to liquidity needs, interest rate changes, foreign exchange or share price which form the equity. These assets are designated as available for sale or are not classified as loans and advances, held-to-maturity investments or financial assets at fair value through profit or loss. Available-for-sale instruments include treasury bills and other Bonds eligible for discounting with central banks, investments in unit funds and other investment securities that are not at fair value through profit and loss or held-to-maturity. Available for sale financial assets sale are measured at fair value. Financial instruments - key measurement terms Depending on their classification financial instruments are carried at fair value or amortized cost as described below. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is price in an active market. An active market is one in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. 20 of 145

21 Fair value of financial instruments traded in an active market is measured as the product of the quoted price for the individual asset or liability and the quantity held by the entity. This is the case even if a market s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price. Valuation techniques such as discounted cash flow models or models based on recent arm s length transactions or consideration of financial data of the investees, are used to measure fair value of certain financial instruments for which external market pricing information is not available. Fair value measurements are analysed by level in the fair value hierarchy as follows: (i) level one are measurements at quoted prices (unadjusted) in active markets for identical assets or liabilities, (ii) level two measurements are valuations techniques with all material inputs observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices), and (iii) level three measurements are valuations not based on solely observable market data (that is, the measurement requires significant unobservable inputs). Cost is the amount of cash or cash equivalents paid or the fair value of the other consideration given to acquire an asset at the time of its acquisition and includes transaction costs. Measurement at cost is only applicable to investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured and derivatives that are linked to, and must be settled by, delivery of such unquoted equity instruments. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place. Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs. Amortised cost is the amount at which the financial instrument was recognised at initial recognition less any principal repayments, plus accrued interest, and for financial assets less any write-down for incurred impairment losses. Accrued interest includes amortisation of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method. Accrued interest income and accrued interest expense, including both accrued coupon and amortised discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying values of related items in the statement of financial position. 21 of 145

22 The effective interest method is a method of allocating interest income or interest expense over the relevant period, so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument or a shorter period, if appropriate, to the net carrying amount of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest repricing date, except for the premium or discount which reflects the credit spread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortised over the whole expected life of the instrument. The present value calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate. Initial recognition of financial instruments Derivatives and other financial instruments at fair value through profit or loss are initially recorded at fair value. All other financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets. All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention ( regular way purchases and sales) are recorded at trade date, which is the date on which the Group commits to deliver a financial asset. All other purchases are recognised when the entity becomes a party to the contractual provisions of the instrument. Derecognition of financial assets The Group derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership, but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale. Functional and presentation currency 22 of 145

23 Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The financial statements are prepared and presented in Romanian RON ( RON ), which is the Group s functional and presentation currency, rounded to the nearest thousands. Monetary assets and liabilities are translated into RON currency at the official exchange rate of the National Bank of Romania ( NBR ) at the end of the respective reporting period. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation of monetary assets and liabilities into RON at the official exchange rates of year-end, are recognized in profit or loss (as foreign exchange translation gains less losses). Translation at the official exchange rate does not apply to non-monetary items that are measured at historical cost. Non-monetary items measured at fair value in a foreign currency, including equity investments, are translated using the exchange rates at the date when the fair value was determined. Effects of exchange rate changes on non-monetary items measured at fair value in a foreign currency are recorded as part of the fair value gain or loss. The exchange rates of major foreign currencies were: Currencies 31 December December 2015 % Increase/(Decrease) Euro (EUR) 1: RON : RON % US Dollar (USD) 1: RON : RON % 31 December December 2015 %Increase/(Decrease) EUR USD EUR USD EUR USD At 31 December 1: RON : RON : RON : RON % 3.75% Average for the period 1: RON : RON : RON : RON % 1.33% Maximum for the period 1: RON : RON : RON : RON % 2.52% Minimum for the period 1: RON : RON : RON : RON % 0.49% Income tax expense Income taxes have been provided for in the financial statements in accordance with legislation enacted or substantively enacted by the end of the reporting period. The income tax charge comprises current tax and deferred tax and is recognised in profit or loss for the year, except if it is recognised in other comprehensive income or directly in equity because it relates to transactions 23 of 145

24 that are also recognised, in the same or a different period, in other comprehensive income or directly in equity. Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxes other than on income are recorded within administrative and other operating expenses. Deferred income tax is provided using the balance sheet liability method for tax loss carry forwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In accordance with the initial recognition exemption, deferred taxes are not recorded for temporary differences on initial recognition of an asset or a liability in a transaction other than a business combination if the transaction, when initially recorded, affects neither accounting nor taxable profit. Deferred tax liabilities are not recorded for temporary differences on initial recognition of goodwill, and subsequently for goodwill which is not deductible for tax purposes. Deferred tax balances are measured at tax rates enacted or substantively enacted at the end of the reporting period, which are expected to apply to the period when the temporary differences will reverse or the tax loss carry forwards will be utilised. Deferred tax assets for deductible temporary differences and tax loss carry forwards are recorded only to the extent that it is probable that future taxable profit will be available against which the deductions can be utilised. The tax rate used to calculate the current and deferred tax position at 31 December 2016 and 31 December 2015 is 16%. 24 of 145

25 Investment property On recognition in the balance sheet, an investment property is accounted at cost or fair value in the case of those acquired free of charge. The investment property cost includes the trading costs and any expenses directly attributable to the investment property. Subsequent to initial recognition, investment property is measured using the revaluation model (fair value based model). The gains or losses from the change in the fair value of the investment property are included in the consolidated statement of profit or loss and other comprehensive income for that year. If a property held by the owner becomes an investment property, the Group will treat that property in accordance with the policy established for tangible assets, until the date when the use is changed. In the case of assets that were originally earmarked for lease and that subsequently change their destination, and are to be used for a long period or they are intended to be realized by sale, a transfer from investment property to tangible assets or inventory, as the case may be, will be accounted for accordingly. The transfer is made at the date when the destination is changed, at the asset value booked in the accounting records. The investment property is derecognized when they were either sold or permanently withdrawn from use and no economic benefit is expected from their sale. The difference between the cash obtained from the sale and the carrying amount of the asset is recognized in the consolidated statement of profit or loss and other comprehensive income for the period of derecognition. For the investment property resulting from repossessed assets, the Group adopted a new business model that involves identifying among the repossessed assets those assets considered by the Group to be investment property and that ensure the value recovery in time from future lease income, as an alternative more profitable than the sale. Control over investment funds The Group manages the assets invested in the investment funds on behalf of investors. The analysis regarding the control over the investment funds consisted of the following: the Group s power to coordinate the relevant activities of the investment funds, exposure to variable returns according to the investment decisions and the Group's ability to coordinate relevant activities of funds in order to obtain benefits - in making decisions the Group acts as a principal or as an agent of the owners of fund units. Given the fact that holders of fund units can t revoke the appointment of the Group as manager of the investment funds and also the fact that the liquidation of the funds administrator (SAI Carpatica Asset Management) can only be carried out by the Group in its capacity as shareholder, the Group concluded that it acts as principal in the management activity of the investment funds and decided it has control over the funds, thereby the funds are consolidated. 25 of 145

26 Provisions for liabilities and charges Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Income and expense recognition Interest income and expense are recorded for all debt instruments on an accrual basis using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument but does not consider future credit losses. This method defers, as part of interest income or expense, all fees paid or received between the parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Fees integral to the effective interest rate include origination fees received or paid by the Group relating to the creation or acquisition of a financial asset or issuance of a financial liability, for example fees for evaluating creditworthiness, evaluating and recording guarantees or collateral, negotiating the terms of the instrument and for processing transaction documents. Commitment fees received by the Group to originate loans at market interest rates are integral to the effective interest rate if it is probable that will enter into a specific lending arrangement and does not expect to sell the resulting loan shortly after origination. The Group does not designate loan commitments as financial liabilities at fair value through profit or loss. Interest income and expense presented in the statement of comprehensive income include: interest on financial assets and financial liabilities measured at amortized cost calculated on an effective interest basis; interest on available-for-sale investment securities calculated on an effective interest basis. interest income on impaired loans is recognized using the interest rate used in the discounted cash flows in order to determine impairment. 26 of 145

27 Interest income and expense on all trading assets and liabilities are considered to be adjacent to the Group s trading operations and are presented together with all other changes in the fair value of trading assets and liabilities in net trading income. Accounting treatment of interest income on impaired loans and advances to customers When loans and other debt instruments become doubtful of collection, they are written down to the present value of expected cash inflows and interest income is thereafter recorded for the unwinding of the present value discount based on the asset s effective interest rate which was used to measure the impairment loss. All other fees, commissions and other income and expense items are generally recorded on an accrual basis by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided. Dividends Dividend income is recognized in profit or loss when the right to receive dividends payment is established. Dividends are reflected as a component of other operating income. Cash and cash equivalents Cash and cash equivalents are items which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents include mandatory reserve deposits with the National Bank of Romania, all interbank placements. Funds restricted for a period of more than three months on origination are excluded from cash and cash equivalents. Cash and cash equivalents are carried at amortized cost. Due from other banks Amounts due from other banks are recorded when the Group advances money to counterparty banks with no intention of trading the resulting unquoted non-derivative receivable due on fixed or determinable dates. Due from other banks are carried at amortized cost. 27 of 145