IBRD LOAN No AM

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1 E-SOCIETY AND INNOVATION FOR COMPETITIVENESS PROJECT IBRD LOAN No AM IMPLEMENTED BY FOREIGN FINANCING PROJECTS MANAGEMENT CENTER OF THE MINISTRY OF FINANCE OF THE REPUBLIC OF ARMENIA SPECIAL PURPOSE FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT For the period from January 1, 2016 to December 7, 2016 Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized YEREVAN December 2016

2 E-SOCIETY AND INNOVATION FOR COMPETITIVENESS PROJECT IBRD LOAN No AM TABLE OF CONTENTS Page INDEPENDENT AUDITOR'S REPORT 3-4 SPECIAL PURPOSE FINANCIAL STATEMENTS For the period from January 1, 2016 to December 7, 2016 Statement of cash receipts and payments 5 Statement of uses of funds by Project activity 7 Notes to the special purpose financial statements 8-16 ANNEX 1. RECONCILIATION BETWEEN THE AMOUNTS SUBMITTED BY THE PROJECT AND DISBURSED BY THE WORLD BANK 17 2

3 TULJMIfMaIS" UqjeQ "SOS-AUDIT" LTD INDEPENDENT AUDITOR'S REPORT On the special purpose financial statements of E-society and innovation for Competitiveness Project for the period from January 1, 2016 to December 7, 2016 To the Management of the Foreign Financing Projects Management Center (FFPMC) We have audited the accompanying special purpose financial statements of "E-society and Innovation for Competitiveness Project" (the Project) financed by IBRD Loan No.7963-AM and implemented by the FFPMC, which comprise the statement of cash receipts and payments, the statement of uses of funds by Project activity for the period from January 1, 2016 to December 7, 2016 and a summary of significant accounting policies and other explanatory notes. Management's Responsibility for the Special Purpose Financial Statements The management of FFPMC is responsible for the preparation and fair presentation of these special purpose financial statements in accordance with International Public Sector Accounting Standard: Financial Reporting Under the Cash Basis ofaccounting, (IPSAS-Cash Basis) issued by the International Public Sector Accounting Standards Board (IPSASB) within the International Federation of Accountants (IFAC), and Financial Management Manual for World Bank Financed Investment Operations (WB Guidelines), and for such internal control as management determines is necessary to enable the preparation of special purpose financial statements that are free from material misstatements, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these special purpose financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISAs) as issued by International Auditing and Assurance Standards Board ([AASB) within the IFAC. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the special purpose financial statements are free from material misstatement. An audit involves performing procedures to obtain reasonable audit evidence about the amounts and disclosures in the special purpose financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risk of material misstatement of the special purpose financial statements, whether due to fraud or error. In making those assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the special purpose financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. epnnl Anpi(wra Pbqbtu Uuwub Uunghwgtjw Ubiaunl 99; p.bpltudi 0037, U. S qpubjwb 38/55; 9bn.' (+37410) ; wwwt sosaudit.am; tt-tinun' info@sosaudit am An Associate of the Crowe Horwath Business Alliance 38155A. Tigranyan, 0037 Yerevan, RA; Tel.: (+37410) ; www. sosaudit am; info@sosaudit.am

4 "UOU-UflEITS" U91I "SOS-AUDIT" LTD An audit also includes the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the special purpose financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, 1. the special purpose financial statements present fairly in all material respects the cash receipts and payments of the Project for the period from January 1, 2016 to December 7, 2016 in accordance with IPSAS-Cash Basis and World Bank related guidelines; 2. funds have been used in accordance with the conditions of the Loan Agreement No AM dated 26 January 2011 between the International Bank for Reconstruction and Development (IBRD) and the Republic of Armenia, and World Bank related guidelines, with due attention to economy and efficiency, and only for the purposes for which the financing was provided; 3. supporting documents, records and accounts have been maintained to support claims for reimbursement of expenditures incurred. Expenditures included in the withdrawal applications and reimbursed against, including those related to Venture Fund operations, are eligible for financing under the Loan Agreement No AM dated 26 January 2011; 4. The Designated accounts used have been maintained in accordance with the provision of the Loan Agreement No AM dated 26 January 2011, and World Bank related guidelines. 5. Innovation Matching Grants complied with eligibility criteria, procedures and requirements set forth in the Grants Operational Manual and other relevant documents. Emphasis of matters Without qualifying our opinion we draw your attention to Note 11 of these special purpose financial statements which disclosed that the Project was completed as at the reporting date. "SOS-Audit" LLC 26 December 20 -k n Nazik Chitchyan U.3 Auditor Qp wp Piqbbu UUtuli Uunghwqiuub Utiritl 4 :I; F.bpliul 0037, U. Sbqpwblwb 38155; 9bn.* (+37410) ; www. sosaudit am; t-*inuu info@sosaudit,am An Associate of the Crowe Horwath Business Alliance A. Tigranyan, 0037 Yerevan, RA; Tel,: (+37410) ; www. sosaudit.am; info@sosaudit.am

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8 NOTES TO THE SPECIAL PURPOSE FINANCIAL STATEMENTS E-society and innovation for Competitiveness Project IBRD Loan No.7963-AM For the periodfrom January 1, 2016 to December General Information 1.1. The Project According to the Advance Agreement concluded between the Republic of Armenia and International Bank for Reconstruction and Development (IBRD) on 17 May 2010, IBRD provided the Republic of Armenia Project Preparation Advance P457-AM in an amount not to exceed 3,000,000 United States dollars (USD) for Preparation of E-society and Innovation for Competitiveness Project. The Loan Agreement for E-society and Innovation for Competitiveness Project IBRD AM was signed between the Republic of Armenia and International Bank for Reconstruction and Development on 26 January 2011 and became effective on 18 May IBRD provided the Republic of Armenia Loan in an amount of 24,000,000 United States dollars (USD). The closing date of the Project is 30 June The Grace Period for submitting withdrawal applications for the expenditures incurred before the Closing date is four months following the Closing date The Project's objective The objective of the Project is to: (a) increase in number of households, businesses and public institutions with secure and affordable access to broadband, computers and e-services, (b) increase in size of knowledge-and technology-intensive sector and better access to markets, finance, skills and employment in the sector. The Project consists of the following components. * E-Society Infrastructure Development * Fostering Enterprise Innovation, * Project Management 1.3. Project Budget The Project is financed from the following sources: - International Bank for Reconstruction and Development (IBRD), - The Government of the Republic of Armenia (GoA). Taxes are covered through the Government of Armenia (GoA) cofinancing. L IS

9 IBRD 7963-AM Govern- PAD ment of the Updated* RA Total y USD USD USD USD 1. Goods, works, consultants' services, training, operating costs 5,940, ,012, ,469, ,482, Sub-financing 14,400, a) Sub-financing under Part 7,500, , ,240, A. I(b)'of the Project (Nationwide Broadband Backbone and Government Network) 7.500, b) Sub-financing under Part A. 3 of the Project (Computer for All) 3.000, c) Sub-financing under Part B. 1(a) 3,000, , ,500,00000 of the Project (Ideas Generation Grants and Innovation Matching Grants) 900, d) Sub-financing for Sub-projects 1,200, , ,440, under Part.1(b) of the Project (Seed and Early Stage Venture Fund) 3, ,000, e) Sub-financing for Sub-projects - 3,000, under Part B.1 (b)(i) of the Project (Seed and Early Stage Venture Fund managementfee) - 300, , Consultants' services and Training under Part B.3(a) (i) of the Project 600, , , , Refund of the Preparation Advance 3,000, , , , Front-end Fee 60, , , Total 24,000, ,000, ,425, ,425, () The budget is presented as reallocated on 3 September Project Implementation The Project is implemented by E-Governance Infrastructure Implementation Unit CJSC (EGIIU), Enterprise Incubator Foundation (EIF) and Foreign Financing Projects Management Center (FFPMC). The address of the FFPMC is: I Meliq-Adamyan str., Yerevan, Republic of Armenia. 9

10 2. Summary of significant accounting policies 2.1. Preparation and presentation offinancial statements The special purpose financial statements are prepared in accordance with the International Public Sector Accounting Standard (IPSAS): Financial Reporting Under the Cash Basis of Accounting, issued by the International Public Sector Accounting Standards Board (IPSASB) of International Federation of Accountants (IFAC) and presented in accordance with Financial Management Manual for World Bank Financed Investment Operations: RM 3 - Financial Reporting and Auditing (March 2010). The special purpose project financial statements consist of: - Statement of cash receipts and payments, - Statement of uses of funds by project activity, - Summary of significant accounting policies and other explanatory notes. The principal accounting policies applied in the preparation of these special purpose financial statements are set out below. These policies have been consistently applied to all the periods presented. 2.2 Cash basis of accounting Project financing is recognised as a source of project funds when the cash is received. Project expenditures are recognised as a use of project funds when the payments are made Reporting currency The reporting currency of these special purpose financial statements is United States dollars (USD). The contribution of the Government of RA and expenditures made in local currency, Armenian Dram (AMD), are translated into USD based at the exchange rate defined by the Central Bank of the Republic of Armenia (CBA) at the date of the transaction. The effect of exchange rate changes on cash held on local currency is reported as separate line item in the statement of cash receipts and payments. L The average exchange rate at currency market issued by the CBA as at 31 December 2015 is 1 USD = AMD The average exchange rate at currency market issued by the CBA as at 7 December 2016 is 1 USD = AMD Taxes Taxes are paid in accordance with the tax regulations of the Republic of Armenia Budget Expenditure budget is created based on actual accumulated expenditures for the last period plus the updated procurement plans for the reporting period. L L

11 3. Summary of Summary Reports and SOEs For the period from January 1, 2016 to December 7, 2016 Disbursement categories Goods, Sub- Sub- Sub- Consultants' works, financing financing financing services With- consultants' part B.1 part B.1 (b) part B.1 and drawal Withdrawal services, (a) (b) (i) trainings- Total Appli- Application training and part B3 cation value date incremental number operating costs 1 2(c) 2(d.1) 2(e) 3 USD USD USD USD USD USD 25DA , , , DA , , DA , , , DA , , , , DA , , , , DA , , , , DA , , DA , , DA , , , , DA ,529, , , ,632, rtotal 5,907, , ,790, , , ,779, I I. I. II

12 4. Statement of Designated Account Designated Account Currency USD USD Bank Central Treasury 4 Tigran Mets str., 2-nd floor, Yerevan, Location Republic of Armenia Account number (a) (b) For the period from January 1, 2016 to December 7, r 2016 (a) (b) Total 1. Opening balance 559, , , Add: 2. Cumulative opening discrepancy 3. IBRD Fund advance/replenishment 5,356, ,203, ,560, Less: 4. Refund to IBRD from DA (160,232.23) (13,523.76) (173,755.99) 5. Present outstanding amount advanced to DA 5,756, ,211, ,967, DA closing balance Add: 7. Amount of eligible expenditures paid 5,738, ,211, ,949, Less: Interest earned (if credited into DA) 9. Total advance accounted for 5,738, ,211, ,949, *10. Discrepancy (5)-(9)* 18, , C. 55,1.32, r* Discrepancy is a follow: Transfer to project other account for paying audit services 11.11o.34 Advance paid from Designated Account tha1 was refunded to WB from OA co financing account at 6 December , Total 18,(b.76 [?2

13 5. Statement of Financial Position The Statement of Financial Position discloses assets, liabilities and net assets of the Project as - -at reporting date. It is prepared in accrual basis that is transactions are recognized when they occur (and not only when cash is received or paid). note ASSETS USD USD Cash 6 13, , Prepayments 7 8, , Total assets 22, , LIABILITIES Payables 7 8, Total liabilities 8, NET ASSETS Cumulative income 8 IBRD Loan No.7963-AM 23,295, ,361, Government of RoA 4,013, , ,308, ,929, Cumulative expenses Project expenses (27,270,963.41) (18,304,998.49) (27,270,963.41) (18,304,998.49) Foreign exchange loss (24,454.42) (29,531.7) Total net assets 13, , Cash Account Underlying held at Currency USD USD Designated account (IBRD Loan No.7963-AM) Treasury USD - 559, Second Designated account (IBRD Loan No.7963-AM)* Treasury USD - 21, Project account (Government of RoA) Treasury AMD 2, Project account Treasury USD 11, Total 13, , (*) Assigned for financing subcategory 2d "Sub-financing for Sub-projects under Part BJ.(b) of the Project (Seed and Early Stage Venture Fund) " 7. Refundable amounts There are advance balances related to two subgrants under the subcategory 2.c. "Ideas Generation Grants and Innovation Matching Grants" that are to be returned. The returned amounts will be refunded to Government of Armenia. Those grants are: Contract date Amount of prepayments GOA fund WeDoApps LLC , Eduplanet LLC , ,

14 r 8. Project Expenditures 8.I. Project expenditures financing per funds L Expenditure IBRD Loan GoA Fund Total 7963-AM USD USD For-the period from January 1, 2016 to December 7,2016'- USD r 1.Goods, works, consultants' services, training and operating costs 5,556, ,125, ,681, Sub-financing 1,666, , ,840, a) Sub-financing under Part A. 1(b) of the Project (Nationwide Broadband Backbone and Government Network) b) Sub-financing under Part A.3 ofthe Project (Computer for All) c) Sub-financing under Part B. 1(a) of the Project (Ideas Generation Grants and Innovation Matching Grants) d) Sub-financing for Sub-projects under Part B. 1(b) of 455, , , the Project (Seed and Early Stage Venture Fund) e) Sub-financing for Sub-projects under Part B.1(b)(i) 1,211, ,211, of the Project (Seed and Early Stage Venture Fund management fee) Consultants' services and Training under Part B.3(a) (i) of the Project 280, , , Refund of the Preparation Advance Front-end Fee Total 7,503, ,439, ,942, Cumulative as at I.Goods, works, consultants' services, training and operating costs 15,854, ,426, ,281, Sub-financing 6,947, , ,327, a) Sub-financing under Part A. 1(b) of the Project (Nationwide Broadband Backbone and Government Network)... b) Sub-financing under Part A. 3 of the Project (Computer for All) 2,999, Z999, c) Sub-financing under Part B. 1(a) of the Project (Ideas Generation Grants and Innovation Matching Grants) 1,077, , ,457, d) Sub-financing for Sub-projects under Part B. 1(b) of the Project (Seed and Early Stage Venture Fund) 2, ,611, e) Sub-financing for Sub-projects under Part B. 1(b)(i) of the Project (Seed and Early Stage Venture Fund management fee) 258, , Consultants' services and Training under Part B.3(a) (i) of the Project 367, , , Refund of the Preparation Advance 55, , , Front-end Fee 60, , Total 23,284, ,976, ,260, r I L'

15 8.2. Project expenditure budget execution Cumulative Category Expenditures as at 7 Dec 2016 Total budget Execution USD USD % I.Goods, works, consultants' services, training and operating costs 19,281, ,482, % 2.Sub-financing 7,327, ,240, % a) Sub-financing under Part A. 1(b) ofthe Project (Nationwide Broadband Backbone and Government Network) - b) Sub-financing under Part A. 3 of the Project (Computer for All) c) Sub-financing under Part B. 1(a) of the Project 2,999, ,500, % (Ideas Generation Grants and Innovation Matching Grants) 1,457, ,440, % d) Sub-financing for Sub-projects under Part B. 1(b) of the Project (Seed and Early Stage Venture Fund) 2,611, e) Sub-financing for Sub-projects under Part B. 1(b)(i) 3,000, % of the Project (Seed and Early Stage Venture Fund management fee) 258, Consultants' services and Training under Part B.3(a) 300, % (i) of the Project 521, , % 4.Refund of the Preparation Advance 70, , % 5. Front-end Fee 60, , % Total 27,260, ,425, % 9. Financing 9.1. IBRD Loan No AMfinancing Reporting Cumulative as period at 7 Dec 2016 USD USD Advances/ (advance recovery) (2,400,000.00) - Direct payment 553, , SOE and Summary Report 8,779, ,681, Front-end fee - 60, PPF charge Total 6,933, ,295, Total financing budget 24,000, Percentage of finance provided as at 7 Dec % 9.2. Government of RoA Reporting Cumulative as period at 7 Dec 2016 USD USD Financed 1,445, ,013, Total financing budget 4,425, Percentage of finance provided as at 7 Dec % 15

16 r I- 10. Project 2(d) subeategory (Venture Fund) L, In accordance with contract dated 12 October 2013 among the Republic of Armenia Government and some investors (together: "Shareholders"), the Shareholders agreed to invest in "Granatus Venture Fund I" CJSC ("Venture Fund"). The Republic of Armenia makes share contributions in the equal amount of contributions made by other shareholders after getting conformation on share issuance and payments. 11. Project completion The Project was completed as at June 30, 2016 (Closing Date), and the transactions were completed as at December 7, 2016 (the Reporting Date). As at the date of signing these special purpose financial statements: a. No expenses related to the Project were incurred after the Closing Date; the payments made during the Grace period related to expenses incurred before the Closing Date; b. No withdrawals from IBRD Loan 7963-AM were made after Closing date; c. No expenditures related to the Project were submitted to the WB after the Reporting date; d. There were no payables outstanding to contractors related to the Project as at the Reporting Date, except for the final audit fee payable; e. There are two uncovered prepayments (Note 7) that shall be refunded; f. The cash balance outstanding as at Reporting date consists: - Balance at the Project account at the amount of USD 11, to be refunded to WB after paying for final audit service; - Balance at GOA co financing account at the amount of USD 2, to be refunded to GOA after paying taxes for final audit service; g. We are not aware about any pending or existing litigations against the Project.

17 ANNEX 1. RECONCILIATION BETWEEN THE AMOUNTS SUBMITTED BY THE PROJECT AND DISBURSED BY THE WORLD BANK E-society and innovation for Competitiveness Project IBRD Loan No.7963-AM For the periodfrom January 1, 2016 to December In USD Expenditure Category Appl. FFPMC WB Difference Advance (recovery) DA , , DA2-7 (775,000.00) DA2-8 (211,476.24) 32DA (1,632,844.35) Refund (13,523.76) Refund (160,232.23) Refund (6,923.42) 400, (2,400,000.00) I.Goods, works, consultants' 25DA 893, , services, training and incremental 26DA 711, , operating cost 27DA 882, , DA 524, , DA 697, , DA 667, , DP 553, , DA 1,529, ,529, ,461, ,461, (c). Sub-financing part B.1 (a) 25DA 87, , DA 241, , DA 42, , DA 53, , DA 65, , DA 18, , DA 33, , , , (d.1) Sub-financing part B.1 (b) DA , , DA , , DA , , ,790, ,790, (e). Sub-financing part B.1 (b) (i) 28DA 258, , , , Consultants' services and 27DA 70, , trainings- part B3 29DA 70, , DA 70, , DA 70, , , , Total 9,733, ,933,