FİNANS FAKTORİNG HİZMETLERİ A.Ş.

Transcription

1 INDEPENDENT AUDIT REPORT AND FINANCIAL STATEMENTS DATED DECEMBER 31, 2010, PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY

2 Deloitte FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Sun Plaza Bilim Sok. No:5 Maslak, Şişli İstanbul, Türkiye Tel : +90 (212) Fax:+90 (212) wvvw.deloitte.com.tr and BOARD OF DIRECTORS OF FİNANS FAKTORİNG HİZMETLERİ A.Ş. We have completed our audit on the balance-sheet of Finans Faktoring Hikmetleri A.Ş. (the Company ) drawn up as of December 31, 2010 in accordance with the regulations, communiqués and directives published by the Banking Regulation and Supervision Board with regards to accounting and financial reporting principles as well as the income statement, cash flow and statement of changes in equity for the fiscal year ended at such date pursuant to 26 th article of the Regulation on Principles regarding Establishment and Operation of Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated December 10, 2006 and number Our audit works were carried out in accordance with the Regulation on Authorization and Activities of Institutions carrying out Independent Audits at Banks published by the Banking Regulation and Supervision Agency ( BRSA ), and covers other audit methods and techniques that we deem necessary in relation to the control of accounts and accounting records related to transactions. The financial statements dated December 31, 2010 that have been submitted pursuant to the article 26, paragraph 2 of the amendment of the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies published on the Official Gazette dated February 24, 2011 and Number and also the statistical data that contain financial information as of the said date and that were tested via sampling were drawn up in accordance with the procedure and scope as determined pursuant to the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies, article 24, paragraph two, and consequently, the differences as explained in section IV: Administrative Obligations, article (b) were discovered between the said financial statements and the statistical data that contain financial information. The information given in this report about the Company in relation to administrative obligations is submitted for additional analysis pursuant to the BRSA regulation aforesaid, and is not part of the audited financial statements. The said additional analyses were carried out through sampling. Our audit was carried out in order to create an opinion about the financial statements which are submitted as a whole, and is not intended to constitute an examination of compliance with regards to administrative obligations. This report has only been prepared for information of and use by the Company management and BRSA, and its use by third parties other than the said parties is not appropriate. Istanbul, April 15, 2011 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED Hasan Kılıç, Certified Public Accountant Responsible Partner, Chief Auditor Member of Deloitte Touche Tohmatsu Limited

3 TABLE OF CONTENTS Page I. GENERAL INFORMATION 1-2 II. INDEPENDENT AUDIT OPINION 2 III. ACCOUNTING RECORDS 2 IV. ADMINISTRATIVE OBLIGATIONS 3-5 V. POST-PERIOD DEVELOPMENTS 5 VI. METHOD 5-6 VII. SUGGESTIONS 6 VIII. FINANCIAL STATEMENTS 7 ANNEX 1: INDEPENDENT AUDIT REPORT, FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS

4 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY I. GENERAL INFORMATION The details of the Company are given below: Trade Name: Finans Faktoring Hizmetleri A.Ş. Trade Registration Number: Tax Registration Number: Date Founded: Permit and Registration Date: Permit: Registration: Capital: TL Address: Büyükdere Cad. No: 191 Apa Giz Plaza Kat: 14 Levent İstanbul Phone Number: Fax Number: Website: Shareholding Structure: 30 December 2011 Shareholders % Share Amount (TL) Finansbank A.Ş. 99, Finans Emeklilik ve Hayat A.Ş. 0, Finans Finansal Kiralama A.Ş. 0, Finans Portföy Yönetimi A.Ş. 0, Finans Yatırım Menkul Değerler A.Ş. 0, Board of Directors: Title: Filiz Sonat Chairman of the Board of Directors Kunter Kutluay Member of the Board of Directors Adnan Menderes Yayla Member of the Board of Directors Metin Karabiber Member of the Board of Directors Nergis Ayvaz Member of the Board of Directors General Manager and Executive Vice Presidents Nergis Ayvaz General Manager Arman Kumru Executive Vice President Hakan Erkan Executive Vice President First Degree Authorized Signatories Title: Filiz Sonat Chairman of the Board of Directors Kunter Kutluay Member of the Board of Directors Adnan Menderes Yayla Member of the Board of Directors Metin Karabiber Member of the Board of Directors Nergis Ayvaz Member of the Board of Directors Arman Kumru Executive Vice President Hakan Erkan Executive Vice President Kudret Unsal Operation Senior Vice President

5 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY I. GENERAL INFORMATION (continued) Number of Personnel: 39 people (2009: 26 people) Legal Auditors: Gökhan Yücel Mustafa Turan Branches and Representative 1 office Ankara Regional Representative Office. Offices: Affiliates, Subsidiaries and Other IBtech Uluslararası Bilişim ve İletişim Teknolojileri Araştırma, Financial Investments: Gel. Dan. Des. San. ve tic. A.Ş. II. INDEPENDENT AUDIT OPINION The independent audit opinion regarding the financial statements of the Company prepared as of December 31, 2010 is presented in Section VIII Appendix 1 below. Audit efforts carried out in relation to the Company s financial statements were in accordance with the Regulation on Authorization and Operation of Institutions Carrying Out Independent Audits at Banks published by BRSA. These standards require the audit to be planned and applied to provide reasonable security that there is no significant mistake in the financial statements. The audit covers verification of evidences on which the amounts in the financial statements and explanations rely upon by way of sampling. Accordingly, the explanations given in the Administrative Obligations section must be evaluated in the light of the sampling made, and must not be regarded as explanations and evaluations on all transactions and balances of the Company. III. ACCOUNTING RECORDS I. Compliance of Annual Accounts and Records with Accounting Principles The financial statements of the company presented in Appendix 1 have been prepared in accordance with the Turkish Accounting Standards and Turkish Financial Reporting Standards in the framework of the Communiqué on the Form and Content of Uniform Accounting Plan and Prospectus of, and Financial Statements to be Disclosed to Public by, Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated May 17, 2007, and number The Company records have been prepared in accordance with the Turkish Accounting Standards and Turkish Financial Reporting Standards. Provisions of the Communiqué on Procedures and Principles Regarding Provisions Set Aside for their Receivables by Financial Leasing, Factoring and Financing Companies promulgated on the Official Gazette dated July 20, 2007 and number which has been prepared in accordance with the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies published on the Official Gazette dated October 10, 2006 and Number were applied when accounting for the activities in Explanations About Financial Statements

6 3. The financial statements of the Company prepared as of December 31, 2010 and notes to financial statements are presented in Section VIII below.

7 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY IV. ADMINISTRATIVE OBLIGATIONS a) Compliance of the Activities Performed by the Company with the Financial Leasing Law and the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies ( Regulation ) and other Relevant Legislation As a result of the samplings carried out, any significant and exceptional issue related to the compliance of the Activities Performed by the Company with the Financial Leasing Law and the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies has not been found. b) Consistency of Financial Statements Required Periodically by Banking Regulation and Supervision Agency with the Company Records The financial statements dated 31 December 2010 which are presented in Appendix 1 and the statistical data which contain financial information as of the said date and which have been tested by way of sampling have been drawn up in accordance with the form and scope stipulated by the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies, article 24, and paragraph two, and the following differences have been found between the said financial statements, the statistical data covering financial information, and the company records. Differences between the Financial Statements dated December 31, 2010 presented in Appendix 1 and the Financial Statement prepared based on the Company Records: Financial Statements (Appendix 1) Financial Statements Prepared as per Company Records Differences Explanations Assets Other Assets (a) Liabilities Other Provisions (a) (a) The financial statements presented in Appendix 1 cover the effect of netting taxes paid in advance with the corporation tax under other provisions.

8 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY IV. ADMINISTRATIVE OBLIGATIONS (continued) b) Consistency of Financial Statements Required Periodically by Banking Regulation and Supervision Agency with the Company Records (continued) The information contained in the financial statements that have been prepared and submitted by the company on a quarterly basis during the fiscal period between January 1 December 31, 2010 have been reconciled with the information contained in the trial balances corresponding to the relevant periods in order to determine arithmetical accuracy, and it has been observed that the above mentioned TAS (Turkish Accounting Standards) correction records were carried to the legal records on a quarterly basis, and no audit has been carried out on such account. c) Information related to Notifications to Public Authorities and the Permissions Obtained during the Current Period According to the information we have received from the Company management, the Company has sent the required information and documents to or obtained necessary permissions from the relevant public authorities in relation to the activities and operations it has carried out during The notifications sent by the Company to BRSA in the fiscal period January 1 December 2010, and no consistency has been found between such notifications and the Company s activities. d) Internal Control Systems applicable to the Company and its Branches, if any The Company has an Internal Control department which has been established to verify the compliance of its factoring transactions with the Regulation and the Company s internal procedures and risk limits. This department prepares reports containing the results of periodic audits carried out in relation to its activities. The studies performed to determine the form, timing and scope of the audit methods, generally in relation to the internal audit system during the audit efforts, are intended to help understand the elements of the Company s internal control structure, but are not intended to provide assurance for the internal control system or to reveal significant deficiencies in the internal control mechanism. However, no significant issue has been observed on the internal control structure during the audit efforts carried out on the entirety of the financial statements. e) Information about Actions Pending in the Current Period A letter of confirmation containing a summary of the actions instituted against and in favor of the Company has been prepared and submitted to us by the Company s attorneys. The said document has been examined by us, and analyzed in order to determine whether there is anything that requires to set aside additional provisions in the financial statements prepared as of December 31, In addition, a letter of acknowledgement has been received from the Company management to see whether there is an action pending against the Company s managers.

9 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY IV. ADMINISTRATIVE OBLIGATIONS (continued) f) Compliance of Financial Leasing and Factoring Transactions with the Transaction Limits set forth in Article 23 of the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies According to the financial statements prepared as of December 31, 2010, no finding has been made showing incompliance of factoring transactions with the ratio limits set forth in article 23 of the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies. V. POST-PERIOD DEVELOPMENTS There are no important issues that are likely to affect financial statements. VI. METHOD Our audit has been carried out on the basis of materiality principles using methods like physical examination, observation, validation, data collection, reviewing of the record system, re-calculation, document examination, analytic examination, sampling, verification, and confirmation to the extent such methods are applicable to the Company. Risk evaluation techniques and internal control tests have also been included in our independent audit efforts in the scope of our audit program. The audit and examination principles and techniques applied during our studies are outlined below in terms of financial statement items. Cash Equivalents and Banks: For important bank balances, letters of reconciliation were prepared and sent to the relevant banks. As an alternative audit technique, bank balances were checked against the bank account statements. Income rediscounts of time deposit accounts were tested. In addition, the valuation of foreign exchange balances were checked. Factoring Transactions and Non-Performing Loans: For the receivables letters of reconciliation were sent via sampling, and the creditworthiness of the receivables were analyzed as of the balance-sheet date. In addition, the compliance of non-performing loans with the relevant legislation were tested. Tangible and Intangible Fixed Assets: Inclusions and exclusions within the year were tested via sampling. Depreciation calculations regarding the period were also checked.

10 EXPLANATIONS REGARDING THE FINANCIAL STATEMENTS PREPARED FOR SUBMISSION TO BANKING REGULATION AND SUPERVISION AGENCY VI. METHOD (continued) Other Assets and Liabilities: The contents of the accounts as of the balance-sheet date were examined, were checked with regards to compliance with the Company s activities, and were tested via sampling. Loans Received: For the loans received from domestic and foreign banks, letters of reconciliation were sent via sampling. Maturity classifications, interest rediscounts and foreign currency valuations of the loans received were checked. Tax The tax calculations of the Company regarding the current period were examined via sampling. Shareholders Equity: The opening balances of shareholders equity were reconciled against the closing balances of the previous year. The entry and exit movements in the statement of changes in shareholders equity were checked against profit distribution statements and other relevant documents. Income Statement Accounts Main activity incomes, expenses, and exchange profit/loss accounts were tested using analytical methods with comparisons against the previous year. Special provisions account and other incomes and expenses were tested in detail via sampling. VII. SUGGESTIONS We are in the opinion that it will be useful if a legislation is created for internal control and risk management procedures to achieve uniformity in practice across the sector in general.

11 VIII. INDEPENDENT AUDIT REPORT. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS

12 FİNANS FAKTORİNG HİZMETLERİ ANONİM ŞİRKETİ FINANCIAL STATEMENTS DATED DECEMBER 31, 2010

13 Deloitte DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Sun Plaza Bilim Sok. No:5 Maslak, Şişli istanbul, Türkiye Tel : +90 (212) Fax:+90(212) INDEPENDENT AUDIT REPORT To Finans Faktoring Hizmetleri A.Ş. Board of Directors: 1. We have audited the balance sheet of Finans Faktoring Hizmetleri A.Ş. (the Company ) dated December 31, 2010 as well as its income statement, cash flow statement, statement of changes in shareholders equity corresponding to the year ended at the said date, and a summary of the important accounting policies and other explanatory notes. Explanation about the Responsibility of the Company s Board of Directors: 2. The Board of Directors of the Company is responsible for establishing an internal control system, selecting and applying appropriate accounting policies with a view to ensuring that the financial statements subject-matter of this report are prepared and presented without any material misinformation which might be incorporated by mistake or abuse and are compliant with the Communiqué on the Form and Content of Uniform Accounting Plan and Prospectus of, and Financial Statements to be Disclosed to Public by, Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated May 17, 2007, and number and Turkish Accounting Standards, Turkish Financial Reporting Standards, other regulations, communiqués, and directives published with regards to accounting and financial reporting standards by the Banking Regulation and Supervision Agency as well as the statements made by the Banking Regulation and Supervision Agency. Explanation about the Responsibility of the Authorized Audit Institution: 3. In our capacity as the institution carrying out the independent audit, we have the responsibility to state an opinion about the financial statements audited. Our audit has been carried out in accordance with the Regulation on Authorization and Activities of Institutions carrying out Independent Audits at Banks promulgated on the Official Gazette dated November 1, 2006 and number as well as the international audit standards. The independent audit was planned and implemented to provide reasonable assurance that the financial statements do not include a material mistake. During the independent audit, audit techniques were applied to collect audit evidences about the amounts contained in the financial statements, explanations and footnotes to the financial statements; these techniques were left to the discretion of the independent auditors whom we employed, however, the appropriate audit techniques were selected having regard to the effectiveness of internal controls in the preparation and presentation process of financial statements and after an evaluation of the accounting policies applied. However, our purpose is not to provide an opinion about the effectiveness of the internal control systems, but to set forth the relationship between the financial statements prepared by the Company management and the internal control system with a view to designing the independent audit techniques in accordance with the conditions prevailing. Sufficient and appropriate audit evidences were obtained to create the independent audit opinion below.

14 Deloitte Independent Audit Opinion: 4. In our opinion, the attached financial statements properly reflect, in any material aspect, the financial position of Finans Faktoring Hizmetleri A.Ş. as of December 31, 2010 as well as its operating results and cash flows for the year ended at said date in accordance with the regulations, communiqués, and directives published by the Banking Regulation and Supervision Agency with regards to accounting and financial reporting principles and the explanations made by the Banking Regulation and Supervision Agency. Istanbul, April 15, 2011 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED (Signed) Hasan Kılıç Responsible Partner, Chief Auditor, Certified Public Accountant

15 TABLE OF CONTENTS PAGE Balance Sheet 1-2 Memorandum Account 3 Income Statement 4 Income Expense Items Accounted for under Shareholders Equity 5 Statement of Changes in Shareholders' Equity 6 Cash Flow Statement 7 Profit Distribution Statement 8 Explanatory Footnotes to Financial Statements 9-42

16 BALANCE-SHEET (FINANCIAL POSITION STATEMENT) DATED DECEMBER 31, 2010 (Unless otherwise specified, values are expressed in Thousand Turkish Lira ( Thousand TL ).) ASSETS THOUSAND TURKISH LIRA Current Period Independently Audited December 31, 2010 THOUSAND TURKISH LIRA Previous Period Independently Audited December 31, 2009 I. CASH ASSETS Footnote TL FX TOTAL TL FX TOTAL II. FINANCIAL ASSETS REFLECTED AT FAIR VALUE THROUGH LOSS/PROFIT (NET) - - _ 2.1 Financial Assets Held-For-Trading Financial Assets at Fair Value Through Loss/Profit Derivative Financial Assets Held-For-Trading III. BANKS IV. DUE FROM REVERSE REPO TRANSACTIONS V. AVAILABLE-FOR-SALE FINANCIAL ASSETS (NET) - _ VI. FACTORING RECEIVABLES Discounted Factoring Receivables Domestic Foreign _ Unearned Incomes (-) (4.974) - (4.974) (938) - (938) 6.2 Other Factoring Receivables Domestic Foreign VII. FINANCE LOANS Consumer Loans Credit Cards Installment Credit Cards VIII. 8.1 LEASING TRANSACTIONS Due from Leasing Transactions Financial Leasing Receivables Operating Lease Receivables Other Unearned Incomes (-) Investments in Progress Subject-matter of Leasing Advances Given for Leasing Transactions IX. NON-PERFORMING LOANS Non-Performing Factoring Loans Non-Performing Finance Loans Non-Performing Loans of Leasing Transactions Special Provisions (-) X. DERIVATIVE FINANCIAL ASSETS HELD AS HEDGING INSTRUMENTS Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges XI. INVESTMENTS HELD TO MATURITY (Net) XII. SUBSIDIARIES (Net) 2 2 _ XIII. AFFILIATES (Net) XIV. JOINT VENTURES (Net) XV. TANGIBLE ASSETS (Net) XVI. INTANGIBLE ASSETS (Net) Goodwill Other XVII. TAX ASSETS DEFERRED XVIII. DEBTS OF NON-CURRENT ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATIONS (Net) 18.1 Held-for-Sale For Discontinued Operations XIX. OTHER ASSETS TOTAL ASSETS The footnotes attached are an integral part of these financial statements.

17 BALANCE-SHEET DATED DECEMBER 31, 2010 (FINANCIAL CONDITION STATEMENT) LIABILITIES THOUSAND TURKISH LIRA Current Period Independently Audited 31 Aralık 2010 THOUSAND TURKISH LIRA Previous Period Independently Audited 31 Aralık 2009 I. FINANCIAL OBLIGATIONS HELD-FOR-TRADING Footno te TL FX TOTAL TL FX TOTAL II. LOANS RECEIVED III. FACTORING PAYABLES IV. PAYABLES DUE FROM LEASING TRANSACTIONS Financial Leasing Payables Operating Lease Payables Other Deferred Financial Leasing Expenses (-) V. SECURITIES ISSUED (Net) V.I Bills V.2 Asset-Backed Securities V.3 Bonds VI. VARIOUS DEBTS VII. OTHER LIABILITIES VIII. DERIVATIVE FINANCIAL OBLIGATIONS HELD-FOR HEDGING 8.1 Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges K. TAXES PAYABLE AND LIABILITIES X. PROVISION FOR LIABILITIES AND EXPENSES Provision for Restructuring Provision for Employee Benefits Obligation Other Provisions XI. TAX DEBT DEFERRED XII. DEBTS OF NON-CURRENT ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATIONS (NET) 12.1 Held-for-Sale For Discontinued Operations XIII. QUASI-CAPITAL LOANS XIV. SHAREHOLDERS EQUITY Paid-in Capital Capital Reserves Share Issuance Premiums Share Cancellation Profits Securities Valuation Differences Revaluation Differences of Tangible and Intangible Fixed Assets Bonus Shares for Affiliates, Subsidiaries and Jointly-Controlled Subsidiaries Hedging Valuation Differences (Effective portion) Accumulated Valuation Differences of Non-current Assets Held-for-Sale and Discontinued Operations Other Capital Reserves Profit Reserves Legal Reserves Statutory Reserves Extraordinary Reserves Other Profit Reserves Profit or Loss (1.300) - (1.300) Profit or Loss for the Previous Years (1.300) - (1.300) Net Profit or Loss for the Period (1.300) - (1.300) TOTAL LIABILITIES

18 MEMORANDUM (OFF-THE-BALANCE-SHEET) STATEMENTS AS OF DECEMBER 31, 2010 MEMORANDUM ACCOUNTS THOUSAND TURKISH LIRA Current Period Independently Audited December 31, 2010 THOUSAND TURKISH LIRA Previous Period Independently Audited December 31, 2009 Footnot e TL FX TOTAL TL FX TOTAL I. FACTORING TRANSACTIONS WITH RISK UNDERTAKEN II. FACTORING TRANSACTIONS WITHOUT RISK UNDERTAKEN III. GUARANTEES RECEIVED IV. GUARANTEES GIVEN V. COMMITMENTS Irrevocable Commitments Revocable Commitments Leasing Commitments Financial Leasing Commitments Operating Lease Commitments Other Revocable Commitments VI. DERIVATIVE FINANCIAL INSTRUMENTS Derivative Financial Instruments Held-for-Hedging Fair Value Hedges Cash Flow Hedges Overseas Net Investment Hedges Trading Transactions Forward Trading Transactions Swap Trading Transactions Trading Option Transactions Futures Trading Transactions Other VII. SECURITIES IN CUSTODY TOTAL MEMORANDUM ACCOUNTS

19 INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2010 INCOME AND EXPENSE ITEMS THOUSAND TURKISH LIRA Footnote Current Period Independently Audited THOUSAND TURKISH LIRA Previous Period Independently Audited I. MAIN ACTIVITY INCOMES FACTORING INCOME Interests Charged for Factoring Receivables Discounted Other Fees and Commissions Charged for Factoring Receivables Discounted Other INCOME FROM FINANCE LOANS Interests Charged for Finance Loans Fees and Commissions Charged for Finance Loans LEASING INCOME Financial Leasing Incomes Operating Lease Incomes Fees and Commissions Charged for Leasing Transactions - - II. MAIN ACTIVITY EXPENSES (-) 26 (6.170) (2J04) 2.1 Payroll Expenses (4.064) (1.489) 2.2 Expense of Provision for Seniority Indemnities (7) (2) 2.3 Research and Development Expenses General Operating Expenses (2.099) (813) 2.5 Other - - III. OTHER ACTIVITY INCOMES 27 13J Interests Charged to Banks Interests Charged for Reverse Repo Transactions 3.3 Interests Charged for Securities For Financial Assets Held-For-Trading Financial Assets at Fair Value Through Loss/Profit For Financial Assets Held-for-Sale For Investment Held-to-Maturity Dividend Income From Capital Market Transactions From Derivative Financial Transactions Other Profit from Exchange Transactions Other - IV. FINANCING EXPENSES (-) 28 (10.822) (417) 4.1 Interests Payable to Loans Used (10.822) (417) 4.2 Interests Payable to Debts of Factoring Transactions 4.3 Financial Leasing Expenses Interests Payable to Securities Issued Other Interest Expenses Fees and Commissions Payable - V. SPECIAL PROVISIONS FOR NON-PERFORMING LOANS (-) - VI. OTHER OPERATING EXPENSES (-) 29 (7.988) (232) 6.1 Securities Impairment Expense Impairment Expense of Financial Assets Classified at Fair Value Through Loss/Profit For Financial Assets Held-for-Sale For Investment Held-to-Maturity Fixed Assets Impairment Expenses Tangible Fixed Assets Impairment Expenses Impairment Expenses of Non-Current Assets Held-for-Sale and Discontinued Operations Goodwill Impairment Expense Other Intangible Fixed Assets Impairment Expenses Affiliates, Subsidiaries and Joint Ventures Impairment Expenses Loss due from Derivative Financial Transactions Loss due from Exchange Transactions (7.986) (232) 6.5 Other (2) - VII. NET OPERATING P/L (I+...+V1) (1333) VIII. AMOUNT OF SURPLUS RECORDED AS INCOME AFTER MERGER - - IX NET MONETARY POSITION PROFIT/LOSS - - X. OPERATIONS-IN-PROGRESS PRE-TAX P/L (VII+VIII+IX) - - XI. PROVISION FOR TAXES OF OPERATIONS-IN-PROGRESS (±) 30 (504) Provision for Current Taxes (1.596) 11.2 Expense Effect of Deferred Tax (+) Income Effect of Deferred Tax (+) XII. OPERATIONS-IN-PROGRESS NET P/L FOR THE PERIOD(X±XI) (1.300) XIII. EXPENSES FROM DISCONTINUED OPERATIONS Incomes of Fixed Assets Held-for-Sale Affiliates, Subsidiaries and Joint Ventures Sales Profits Other Discontinued Operations Income - - XV. EXPENSES FROM DISCONTINUED OPERATIONS (-) Expenses of Fixed Assets Held-for-Sale Affiliates, Subsidiaries and Joint Ventures Sales Losses Other Discontinued Operation Expenses - - XV. DISCONTINUED OPERATIONS PRE-TAX P/L (HU-MV) - - PROVISION FOR TAXES OF DISCONTINUED OPERATIONS (±) Provision for Current Taxes Expense Effect of Deferred Tax (+) Income Effect of Deferred Tax (+) - - XVII. DISCONTINUED OPERATIONS NET P/L FOR THE PERIOD(XV±XVI) - - XVIII. NET PROFIT /LOSS FOR THE PERIOD (XII+XVII) (1.300) Profit/Loss Per Share - -

20 STATEMENT OF INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY FOR THE YEAR ENDED DECEMBER 31, 2010 INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY I. ITEMS INCLUDED IN SECURITIES REVALUATION SURPLUS FROM THE AVAILABLE-FOR-SALE FINANCIAL ASSETS THOUSAND TURKISH LIRA Current Period Independently Audited THOUSAND TURKISH LIRA Current Period Independently Audited Net Change in Fair Value of Available-for-Sale Financial Assets Net Change in Fair Value of Available-for-Sale Financial Assets (Transfer to Profit-Loss) - - II. TANGIBLE FIXED ASSETS REVALUATION INCREASES - - III. INTANGIBLE FIXED ASSETS REVALUATION INCREASES - - IV. TRANSLATION DIFFERENCES FOR FOREIGN EXCHANGE TRANSACTIONS - - V. PROFIT/LOSS FOR DERIVATIVE FINANCIAL ASSETS HELD FOR CASH FLOW HEDGES Fair Value Gain/Loss (Effective Part of Fair Value Changes) Portion Reclassified and Shown on Income Statement - - VI. PROFIT/LOSS FOR DERIVATIVE FINANCIAL ASSETS HELD FOR OVERSEAS NET INVESTMENT HEDGES Fair Value Gain/Loss (Effective Part of Fair Value Changes) Portion Reclassified and Shown on Income Statement - - VII. IMPACT OF CHANGES IN ACCOUNTING POLICY AND CORRECTION OF ERRORS - - VIII. OTHER INCOME EXPENSE ITEMS ACCOUNTED FOR UNDER SHAREHOLDERS EQUITY AS PER TAS - - IX. X. DEFERRED TAX FOR VALUATION DIFFERENCES NET INCOME/EXPENSE ACCOUNTED FOR DIRECTLY UNDER SHAREHOLDERS EQUITY (I+II+...+IX) - - XI. PROFIT/LOSS FOR THE PERIOD - - XII. TOTAL PROFIT/LOSS ACCOUNTED FOR DURING THE PERIOD (X±XI) - -

21 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED DECEMBER 31, 2010 CHANGES IN SHAREHOLDERS EQUITY Paid-in Capital Share Cancellation Securities Tangible and Bonus Shares for Hedge Valuation Accumulated Other Capital Legal Reserves Statutory Extraordinary Other Profit Profit or Loss for Net Profit or Minority Total Issuance decisions for Valuation Intangible Affiliates, Difference Valuation Differences Reserves Reserves Reserves Reserves the Previous Loss for the Shares Shareholders Premiums the shares Differences Fixed Assets Subsidiaries and of Fixed Assets Years Period Equity Revaluation Jointly-Controlled Regarding Operations Differences Subsidiaries Held-for-Sale and Suspended Previous Period ( ) I. Balance at the end of Previous Period ( ) II. Corrections made as per TAS Effect of Correction of Errors Effect of Changes in Accounting Policy III. New Balance (I+II) Changes within the Period IV. Increase/Decrease due to Merger V. Valuation Differences of Hedge Transactions Cash Flow Hedge Overseas Net Investment Hedge VI. Securities Valuation Differences VII. Tangible Fixed Assets Valuation Differences VIII. Bonus Shares from Affiliates, Subsidiaries and Joint Ventures IX. Rate Differences X. Changes due to Disposal of Assets XI. Changes due to Reclassification of Assets XII. Capital Increase _ XIII. Share Issue XIV. Paid-in Capital Inflation Adjustment Difference XV. Bonds Convertible to Stocks XVI. Quasi Capital Loans XVII. Minority Share XVIII. Net Profit or Loss for the Period (1.300) (1.300) XIX. Profit Distribution Dividend Distributed Amounts Transferred to Reserves Other Balance at the end of the Period ( ) (1.300) Current Period ( ) I. Balance at the end of Previous Period ( ) (1.300) II Corrections made as per TAS Effect of Correction of Errors Effect of Changes in Accounting Policy III. New Balance (I+II) Changes within the Period IV. Increase/Decrease due to Merger V. Valuation Differences of Hedge Transactions Cash Flow Hedge Overseas Net Investment Hedge VI. Securities Valuation Differences VII. Tangible Fixed Assets Valuation Differences VIII. Bonus Shares from Affiliates, Subsidiaries and Joint Ventures IX. Rate Differences X. Changes due to Disposal of Assets XI. Changes due to Reclassification of Assets XII. Capital Increase XIII. Share Issue XIV. Paid-in Capital Inflation Adjustment Difference XV. Bonds Convertible to Stocks XVI Quasi Capital Loans XVII. Minority Share XVIII. Net Profit or Loss for the Period XIX. Profit Distribution (1.300) Dividend Distributed Amounts Transferred to Reserves (1.300) Other Balance at the end of the Period ( ) (MM)

22 CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2010 THOUSAND TURKISH LIRA THOUSAND TURKISH LIRA Current Period Independently Audited Current Period Independently Audited A. CASH FLOWS REGARDING MAIN OPERATIONS January 1- December 31, 2010 June 8 December 31, Operating Profit Before Changes in Assets and Liabilities Subject-matter of the Main Operation (1.931) (1.531) Interests/Leasing Incomes Received Leasing Expenses Dividends Received Fees and Commissions Received Other Revenues Received Collections out of Non-Performing Loans Written-off Cash Payments to Personnel and Service Providers (5.280) (1.489) Taxes Paid (959) Other (19.393) (1.148) 1.2 Changes in Assets and Liabilities Subject-matter of the Main Operation (35.190) Net (Increase) Decrease in Factoring Receivables ( ) (37.047) Net (Increase) Decrease in Finance Loans Net (Increase) Decrease in Receivables Due From Leasing Transactions Net (Increase) Decrease in Other Assets (61) (249) Net Increase (Decrease) in Factoring Debts Net Increase (Decrease) in Payables From Leasing Transactions Net Increase (Decrease) in Loans Received Net Increase (Decrease) in Debts Due Net Increase (Decrease) in Other Debts I. Net Cash Flow From Main Operations (37.121) II. CASH FLOWS REGARDING INVESTMENT OPERATIONS 2.1 Subsidiaries, Affiliates and Joint Ventures Acquired (2) Subsidiaries, Affiliates and Joint Ventures Disposed Of Securities and Real Estates Purchased (89) (653) 2.4 Securities and Real Estates Disposed Of Available-for-Sale Financial Assets Acquired Available-for-Sale Financial Assets Disposed Of Investment Held-to-Maturity Purchased Investment Held-to-Maturity Sold Other - - II. Net Cash Flow From Investment Operations (91) (653) c. CASH FLOWS REGARDING FINANCE OPERATIONS 3.1 Cash Inflow from Loans and Issued Securities Cash Outflow due to Loans and Issued Securities Issued Capital Instruments Dividend Payments Payments Relating to Financial Leasing Other - - III. Net Cash secured from Finance Operations IV. Effect of Changes in Exchange Rate on Cash and Cash Equivalents V. Net Increase in Cash and Cash Equivalents (37.025) VI. Cash and Cash Equivalents at the beginning of the Period VII. Cash and Cash Equivalents at the end of the Period (5)

23 PROFIT DISTRIBUTION STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2010 I. DISTRIBUTION OF PROFIT FOR THE PERIOD (*) THOUSAND TURKISH LIRA Current Period December 31, PROFIT FOR THE PERIOD (1.333) 1.2 TAXES PAYABLE AND LEGAL OBLIGATIONS (-) (504) Corporation Tax (Income Tax) (1.596) Income Tax Withholding Other Taxes and Legal Obligations (**) A. NET PROFIT FOR THE PERIOD ( ) 3220 (1300) 1.3 NET LOSS FOR THE PREVIOUS PERIOD (-) (1.300) 1.4 FIRST SERIES LEGAL RESERVE FUND (-) LEGAL FUNDS TO BE WITHHELD AND SAVED BY THE CORPORATION (-) (1.092) - B. DISTRIBUTABLE NET PROFIT FOR THE PERIOD [(A-l )] FIRST DIVIDEND TO SHAREHOLDERS (-) To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates DIVIDEND TO PERSONNEL (-) DIVIDEND TO BOARD OF DIRECTORS (-) SECOND DIVIDEND TO SHAREHOLDERS (-) To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates SECOND SERIES LEGAL RESERVE FUND (-) STATUTORY RESERVES (-) EXTRAORDINARY RESERVES OTHER RESERVES SPECIAL FUNDS - - II. DISTRIBUTION FROM RESERVES 2.1 RESERVES DISTRIBUTED SECOND SERIES LEGAL RESERVES (-) DIVIDEND TO SHAREHOLDERS (-) To Owners of Shares To Owners of Preferential Shares To Owners of Participating Shares To Owners of Profit-sharing Bonds To Owners of Profit and Loss-sharing Certificates DIVIDEND TO PERSONNEL (-) DIVIDEND TO BOARD OF DIRECTORS (-) - - III. PROFIT PER SHARE 3.1 TO OWNERS OF SHARES TO OWNERS OF SHARES (%) TO OWNERS OF PREFERENTIAL SHARES TO OWNERS OF PREFERENTIAL SHARES (%) - - IV. DIVIDEND PER SHARE 4.1 TO OWNERS OF SHARES TO OWNERS OF SHARES (%) TO OWNERS OF PREFERENTIAL SHARES TO OWNERS OF PREFERENTIAL SHARES (%) - - THOUSAND TURKISH LIRA Former Period December 31, 2009 (*) A decision regarding profit distribution has not yet been made as the General Meeting of the Company was not held at the report date. (**) "Legal Funds to be Withheld and Saved by the Corporation amounting to TL represents deferred tax income which is not subject-mater of profit distribution and capital increase. (December 31, 2009: 33 TL)

24 1. ORGANIZATION AND FIELD OF ACTIVITY OF THE COMPANY Finans Faktoring Hizmetleri A.Ş. (the "Company") was established on June 8, 2009 in Turkey, and started its activities in October The scope of activities of the Company includes factoring operations at home and abroad. The parent of the company is Finansbank A.Ş. with a shareholding interest of 99.99%. The Company has 39 employees as of December 31, 2010 (December 31, 2009: 26) The Company carries out its activities at its office located at the address: Büyükdere Caddesi No: 191 Apa Giz Plaza, Kat: 14,34330 Levent / Istanbul, Turkey 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS 2.1. Basic Principles Regarding Presentation The Company has accounted for its activities in 2010 in accordance with the Turkish Accounting Standards and Turkish Financial Reporting Standards in the framework of the Communiqué on the Form and Content of Uniform Accounting Plan and Prospectus of, and Financial Statements to be Disclosed to Public by, Financial Leasing, Factoring and Financing Companies which became effective after its promulgation on the Official Gazette dated May 17, 2007, and number as well as in accordance with the regulations, communiqués and directives published by the Banking Regulation and Supervision Board with regards to accounting and financial reporting principles and the explanations made by the Banking Regulation and Supervision Agency. Provisions of the Communiqué on Procedures and Principles Regarding Provisions Set Aside for their Receivables by Financial Leasing, Factoring and Financing Companies promulgated on the Official Gazette dated July 20, 2007 and number which has been prepared in accordance with the Regulation on Principles of Establishment and Operation of Financial Leasing, Factoring and Financing Companies published on the Official Gazette dated October 10, 2006 and Number were applied when accounting for the activities in Financial statements are prepared according to historical cost principle except for the revaluation of financial instruments. In determining the historical cost, the fair value of the amount paid for the assets is relied upon in general. Approval of financial statements: Financial statements were approved by the board of directors and a permission was given for the publication thereof on April 15, The General meeting has the authority to change financial statements. Currency Used The Company s financial statements are presented in the currency applicable in the basic economic environment where the Company is operating (functional currency). The financial condition and operating results of the Company are expressed in TL which is the presentation currency for the financial statements. Comparative Information and Adjustment of the Financial Statements from Previous Periods In order to determine the financial position and performance trends, the financial statements of the Company are prepared in comparison with the previous periods. For purposes of consistency with the presentation of financial statements of the current period, comparative information are reclassified, where necessary, and material differences are explained. The provision for personnel premium amounting to TL 240 carried under account item Other Provisions on the balancesheet dated December 31, 2009 which is presented in comparison with the financial statements of the period ended on December 31, 2010 is limited to account item Provision for Employee Benefits Obligation.

25 2. PRINCIPLES REGARDING PRESENTATION OF FINANCIAL STATEMENTS (continued) 2.2 Changes in Accounting Policies The critical changes made in the accounting policies are applied retrospectively and the financial statements of the previous period are rearranged. The company has not made any critical changes in its accounting policy within the current year. 2.3 Changes and Errors in Accounting Estimates If the changes in the accounting estimations are related only to a particular period, they are applied in the current period when the change has taken place, if they are related to future periods, they are applied both in the period of change and in future periods. No critical change has occurred in the accounting estimates of the Company in the current year. 2.4 New and Revised International Financial Reporting Standards New and revised standards affecting the Company s presentation and footnote explanations Not Applicable. New and revised standards affecting the Company s financial performance and/or balance-sheet Not Applicable. Standards applicable as of year 2010 but are not related to the Company s activities, changes in and interpretations of existing standards IAS 27 (2008) Consolidated and Separate Financial Statements: The company has no consolidated subsidiary in the scope of IAS 27 (2008) standard. IAS 28 (2008) Investments in Affiliates: The company has no consolidated affiliate in the scope of IAS 28 (2008) standard. IAS 7 Cash Flow Statement (As part of Improvements in IFRSs published in 2009): Amendments in IAS 7 standard states that only expenditures that are accounted for under assets in the financial condition statement / balance-sheet can be classified as cash flows obtained from investment activities. The application of this amendment in IAS 7 has changed the classification of improvement expenses under cash outflows to the extent they fail to meet the capitalization criteria set forth in IAS 38 Intangible Fixed Assets standard. IAS 1 Presentation of the Cash Flow Statements (As part of Improvements in IFRSs published in 2010): The amendment in IAS 1 clarifies that the Company may present its analyses related to other comprehensive income items in its statement of changes in shareholders equity or in footnotes. IFRIC 17 "Distributions of Non-cash Assets to Owners is effective for the fiscal periods starting on July 1, 2009 or at a later date. The company does not apply this interpretation as it has not any non-cash asset distribution. IFRS 3 (2008) Business Combinations: There are no business combinations in the scope of IFRS 3 (Revised) standard. "IFRS's First Adoption- Other Exceptional Cases" (Amendment in IFRS 1) was published in July Such amendments must be applied to fiscal periods starting on January 1, 2010 or at a later date. The Company does not apply this interpretation as it is not the first time it has been applying IFRS.