TURKMEN-TURKISH JOINT-STOCK COMMERCIAL BANK Financial Statements for the year ended December 31, 2018 and independent auditors’ report 1 TURKMEN-TURKISH JOINT-STOCK COMMERCIAL BANK TABLE OF CONTENTS Page STATEMENT OF MANAGEMENT’S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018 3 INDEPENDENT AUDITORS’ REPORT 4-6 FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018: Statement of profit or loss and other comprehensive income 7 Statement of financial position 8 Statement of changes in equity 9 Statement of cash flows 10-11 Notes to the financial statements 12-53 2 103, Ibraimov str. T: +996 (312) 90 05 05 BC "Victory", 7th floor F: +996 (312) 91 05 05 Bishkek, 720011 [email protected] Kyrgyz Republic www.bakertilly-ca.com INDEPENDENT AUDITORS’ REPORT To the Shareholders of Turkmen-Turkish Joint-stock Commercial Bank: Opinion We have audited the financial statements of Turkmen-Turkish Joint-stock Commercial Bank (the “Bank”), which comprise the statement of financial position as at December 31, 2018, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, with the exception of adjustments that may be necessary if complete information is available on the issues described in the part containing the basis for qualified opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as at December 31, 2018, and its financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRSs). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Bank in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Turkmenistan, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Basis for Qualified Opinion Revaluation of fixed assets As described in Note 14, the Bank performed revaluation of fixed assets. As at December 31, 2018, the sum of the fair value adjustments amounted to 477 thousand manats (492 thousand manats as at December 31, 2017). This revaluation was conducted using indices established by the Ministry of Finance of Turkmenistan, and, in our opinion, does not comply with the requirements of IFRS (IAS) 16 “Fixed Assets” and IFRS 13 “Fair Value Measurement”. Increasing the extent of audit procedures to determine the effect of non-compliance with IFRS was not feasible, and therefore we could not determine the effect of this discrepancy on the value of fixed assets, revaluation reserve, depreciation and retained earnings indicated in the financial statements. Evaluation of allowance for expected credit losses on loans to customers in accordance with IFRS and CBT The Bank calculates the allowance for expected credit losses on loans to customers according to the instructions of the Central bank of Turkmenistan (hereinafter - “CBT”), which differs from the approach of the International Financial Reporting Standards. As at December 31, 2018 and 2017, the amount of allowance for expected credit losses was 12,102 thousand manats and 13,027 thousand manats, respectively (Note 12). Due to IFRS 9 “Financial Instruments” (hereinafter – IFRS 9) became effective from January 1, 2018 the approach to valuation of the loan portfolio and determining the amount of allowance for expected credit losses has changed. The Bank has not implement IFRS 9 as at reporting date, consequently we were unable to estimate the difference between the final results of calculating the allowance for expected credit losses according to the instructions of the CBT and the IFRS 9 approach, and the impact of this discrepancy on the assessment of the Bank’s loan portfolio and the amount of allowance for expected credit losses in the financial statements as at December 31, 2018. 4 Other aspects This report, including the opinion of the auditor, was prepared and intended solely for information and use by the Bank’s management. To the maximum extent permitted by law, the audit was carried out in order to provide all the information required in the audit report and not for any other purposes. We are not responsible for the use of information for other purposes or by other users who may ever become familiar with this report. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Bank’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit 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 Bank’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Bank to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 5 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Kubat Alymkulov Certified accountant, FССА (UK) Certificate of auditor of the Kyrgyz Republic # A 0069 Audit Partner, Baker Tilly Bishkek LLC Baker Tilly Bishkek LLC, License Series A # 0049 issued by the State Committee on Review and Regulation of the financial market of the Kyrgyz Republic March 7, 2019 Bishkek, the Kyrgyz Republic 6 TURKMEN-TURKISH JOINT-STOCK COMMERCIAL BANK