Annual Report 2011 Annual Report 2011 Annual Report 2011 Annual Re-- port 2011 Annual Report 2011 Ann nal Report 2011 Annual Report 2011 Annual Report 2011 Annual Report 211 Annual Report 2011 Annual Re- port 2011 Annual Report 2011 Ann n- nal Report 2011 Annual Report 2011 Annual Report 20Annual11 Annual Report Report 2011 211 Annual Report 2011 A 2011nnual Re - port 2011 Annual Report 2011 Ann - - nal Report 2011 Annual Report 2011 Annual Report 2011 Annual Report 211 Annual Report 2011 Annual Re - port Annual Report Ann - Annual Report 2011 2011 nal Report 2011 Annual Report 2011 Annual Report 2011 Annual Report 211 Annual Report 2011 Annual Re - port 2011 Annual Report 2011 Ann - nal Report 2011 Annual Report 2011 Anual Report 2011 Annual Report 211 Annual Report 2011 Annual Re - port 2011 Annual Report 2011 An n-- nal Report 2011 Annual Report 2011 Anual Report 2011 Annual Report 211 Annual Report 2011 Annual Re - port 2011 Annual Peport 2011 An - nal Report 2011 Annual Report 2011 Anual Report 2011 Annual Report 211 Annual Report 2011 Annual Re - port 2011 Annual Peport 2011 An-- nal Report 2011 Annual Report 2011 Anual Report 2011 Annual Report 211 AnnualFinancial Re pServicesort 20 11Group Annual Re - port 2011 Annual Report 2011 An-- nal Report 2011 Annual Report 2011 Anual Report 2011 Annual Report CouvDexiaRA_DenizBank_GB Couv4 211 Annual Repport 2011 Annual Re-- 20/01/12 11:11 Section I Introduction 1 DenizBank Financial Services Group 1 DenizBank’s Mission, Vision 2 Ordinary General Assembly Meeting Agenda Contents 2 Dividend Distribution Proposal 3 Amendments to the Articles of Association 3 Changes in Shareholding Structure and Paid-in Capital 3 Shares Held by the Management 3 Ratings of DenizBank by International Rating Agencies 4 Compliance Opinion on the Annual Report 5 Financial Highlights 6 2011 at a Glance 8 DenizBank in Brief 9 Dexia in Brief 10 Message from the Chairman 12 Message from the CEO 17 Banking Services 41 Investment Banking and Brokerage Services 43 Leasing and Factoring Services 44 Pension and Insurance Services 45 Information Technology Services 46 Cultural Services Section II Management and Corporate Governance 48 Board of Directors 52 Executive Management 55 Auditors 55 Committees 56 Summary Report of Board of Directors to the General Assembly 57 Human Resources 58 Training 59 Related Party Transactions 59 Donations Made During the Year 60 Support Services 62 DenizBank Corporate Governance Principles Compliance Report Section III Financial Information and Risk Management 74 Internal Audit, Internal Control, Compliance and Risk Management Systems 75 Risk Management Policies 76 Assessments of the Audit Committee 77 Statutory Auditors’ Report for 2011 78 Assessment of Financial Position 79 Five-year Summary Financial Highlights Section IV Independent Audit Reports, Financial Statements and Notes 81 Consolidated Financial Statements as of December 31, 2011 with Independent Auditor’s Report 172 Directory Unless otherwise noted, financial figures in this report are consolidated figures of DenizBank Inc.and her financial subsidiaries subject to consolidation. DENİZBANK FİNANSAL HİZMETLER GRUBU FAALİYET RAPORU 2011 Banking Services DENİZBANK DENİZBANK AG (VIENNA) CJSC DEXIA BANK (MOSCOW) EURODENİZ INTERNATIONAL BANKING UNIT (NICOSIA) Investment Banking and Brokerage Services DENİZYATIRIM SECURITIES EKSPRESINVEST SECURITIES DENİZINVESTMENT TRUST DENİZPORTFOLIO MANAGEMENT Leasing and Factoring Services DENİZLEASING DENİZFACTORING DenizBank Financial Services Group Pension and Insurance Services DENİZEMEKLİLİK Information Technology Services INTERTECH Cultural Services DENİZKÜLTÜR Other Services PUPA BANTAŞ DenizBank’s Mission DenizBank’s mission is to enhance shareholder value with its market position, image and corporate characteristics by employing a supermarket approach to financial services, thus ensuring satisfaction to shareholders, employees and customers. Vision DenizBank envisions becoming one of the largest five banks in Turkey and the foremost financial institution in the region defined as the Middle East, Balkans, Caucasus and CIS countries through sustained and profitable growth. SECTION I INTRODUCTION SECTION II MANAGEMENT AND CORPORATE GOVERNANCE SECTION III FINANCIAL INFORMATION AND RISK MANAGEMENT SECTION IV INDEPENDENT AUDIT REPORTS, FINANCIAL STATEMENTS AND NOTES Ordinary General Assembly Meeting Agenda 1. Opening and establishment of Board. 2. Authorization of the Board to sign “assembly meeting minutes” and “attendee’s list”. 3. To take decisions about reading, discussing and approval of Balance Sheet and, Profit and Loss Statement for the fiscal year 2011; Report of Independent Auditor prepared by DELOITTE-DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. - as a result of independent audit proceedings of the fiscal year of 2011 and report of Board of Directors and Statutory Audit Report. 4. To take decisions about distribution of 2011 profit. 5. The discharge of members of the Board of Directors who resigned within the year and members of the Board of Directors and Auditors who continue their duty regarding their activities of the year 2011. 6. Election of the auditors and decision on their period of term in office. 7. To take decisions about the honorarium and salaries of Members of the Board of Directors and of the Auditors. 8. Submitting the realized donations for the information of shareholders. 9. Granting the permissions stated in Article 334 and 335 of the Turkish Commercial Code to the members of the Board of Directors on the condition that points subject to permission are not included in the points banned by the Banking Law numbered 5411. 10. To take decisions about the issuance of bonds, profit share certificate, commercial paper and debenture bonds. 11. Wishes and requests. DENİZBANK A.Ş. Dividend Distribution Proposal At its meeting No. 2012/12 on February 28 2012, the Board of Directors resolved to propose fort the General Assembly’s approval that Our Bank’s net profit of TL 873,974,272.74 accruing according to the unconsolidated balance sheet for the year 2011 not be distributed to shareholders, - Out of the net profit, TL 39,803,903.57 be allocated as primary legal reserves according to Article 466/1 of the Turkish Commercial Code in a way not to exceed 20% of the paid-in capital; and profit of sale of subsidiaries namely Deniz Emeklilik ve Hayat A.Ş. and enizD Türev Menkul Değerler A.Ş. in 2011 amounting to TL 305,197,938.30 be kept in the Compulsory Savings account to benefit from the exemption specified in Article 5/1-e of Corporate Income Tax Law; and the remaining TL 528,972,430.87 be allocated as Extraordinary Reserves, - Any difference of Corporate Income Tax that may arise as of the Corporate Income Tax declaration date be paid through extraordinary reserves. Respectfully yours, DENİZBANK A.Ş. Board of Directors 2 DENİZBANK FINANCIAL SERVICES GROUP ANNUAL REPORT 2011 Amendments to the Articles of Association There is no amendment to Articles of Association between 01.01.2011 and 31.12.2011. Changes in Shareholding Structure and Paid-in Capital DenizBank’s shareholding structure and the shareholding structure of real person(s) as ultimate controlling shareholder(s) are presented in the table below. DenizBank’s shareholding structure does not contain any cross-shareholdings. Shares Held by the Management DenizBank’s President and CEO Hakan Ateş and Board Members M. Cem Bodur and Ayfer Yılmaz each owns 11,327 shares, corresponding to 0.000002% of the share capital. Shareholding Structure of DenizBank Shareholders Nominal Value (TL) % of Shares Dexia Participation Belgique SA 714,945,285 99.84 M. Cem Bodur 11.33 0.00 Hakan Ateş 11.33 0.00 Ayfer Yılmaz 11.33 0.00 Publicly Traded 1,154,681 0.16 Total 716,100,000 100.00 Ratings of DenizBank by International Rating Agencies Moody’s* Fitch Ratings** Long-term Foreign Currency Deposits Ba3/Positive Long-term Foreign Currency BBB-/Stable Short-term Foreign Currency Deposits NP Short-term Foreign Currency F3 Long-term Local Currency*** BBB Long-term Local Currency Deposits Baa2 Short-term Local Currency F3 Short-term Local Currency Deposits Prime-2 Individual C Financial Strength C- Viability bbb- Outlook Stable Support*** 2 *as of 07.10.2010 National AAA(tur) Outlook Stable **as of 28.11.2011 ***RWN (Rating Watch Negative) 3 SECTION I INTRODUCTION SECTION II MANAGEMENT AND CORPORATE GOVERNANCE SECTION III FINANCIAL INFORMATION AND RISK MANAGEMENT SECTION IV INDEPENDENT AUDIT REPORTS, FINANCIAL STATEMENTS AND NOTES DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Sun Plaza Bilim Sok. No:5 Maslak, Şişli 34398 İstanbul, Türkiye Tel : +90 (212) 366 6000 Fax : +90 (212) 366 6010 www.deloitte.com.tr CONVENIENCE TRANSLATION OF THE REPORT ON COMPLIANCE OF ANNUAL REPORT ORIGINALLY PREPARED AND ISSUED IN TURKISH Compliance Opinion To the General Assembly of Denizbank A.Ş.: We have audited the accuracy and compliance of the financial information in the accompanying annual report of Denizbank A.Ş. with the audit report issued as of December 31, 2011. The annual report is the responsibility of the Bank’s management. Our responsibility, as independent auditors, is to express an opinion on the audited annual report based on the compliance of financial information provided in the annual report with the audited financial statements and explanatory notes. Our audit was performed in accordance with the accounting standards and principles and procedures of preparing and issuing annual reports as set out by the Banking Act No: 5411. Those Compliance Opinion on the Annual Report standards require that we plan and perform our audit to obtain reasonable assurance whether the annual report is free from material misstatement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial information provided in the accompanying annual report presents fairly, in all material respects, the financial position of Denizbank A.Ş. as of December 31, 2011 in accordance with the prevailing accounting principles and standards set out as per the Article 40 of the Banking Act No: 5411.